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1 PROSPECTUS SUPPLEMENT NO. 3 TO THE BASE PROSPECTUS DATED 12 FEBRUARY 2013 FOR THE GUARANTEED SENIOR SECURED NOTES PROGRAMME " GOLDMAN SACHS INTERNATIONAL (Incorporated with unlimited liability in England) PROGRAMME FOR THE ISSUANCE OF NOTES in respect of which the payment and delivery obligations of Goldman Sachs International are guaranteed by THE GOLDMAN SACHS GROUP, INC. (A corporation organised under the laws of the State of Delaware, United States of America) This Prospectus Supplement No. 3 (the Prospectus Supplement ) to the Base Prospectus dated 12 February 2013 as amended by Prospectus Supplement No. 1 dated 8 March 2013 and Prospectus Supplement No. 2 dated 28 May 2013 (as so amended, the Base Prospectus ) prepared by Goldman Sachs International ( GSI or the Issuer ) as Issuer and The Goldman Sachs Group, Inc. ( GSG, the GS Group or the Guarantor ) as the guarantor of the payment and delivery obligations of the Issuer under the programme for the issuance of Notes is issued in accordance with Article 16 of Directive 2003/71/EC ( Prospectus Directive 2003/71/EC ). The Prospectus Supplement constitutes a supplement to the Base Prospectus and should be read in conjunction with the Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used in this Prospectus Supplement. The Issuer and the Guarantor have taken all reasonable care to ensure that the information contained in the Base Prospectus as supplemented by this Prospectus Supplement is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import and accept responsibility accordingly. The Prospectus Supplement has been approved by the Central Bank of Ireland (the Central Bank ), as competent authority under the Prospectus Directive 2003/71/EC. The Central Bank only approves this Prospectus Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. This Prospectus Supplement amends the section of the Base Prospectus entitled The Issuer and the section of the Base Prospectus entitled General Information and incorporates by reference the audited financial statements of the Issuer for the 52-week period ended 31 December 2012 (the 2012 GSI Financial Statements ). The 2012 GSI Financial Statements are incorporated into, and form part of, this Prospectus Supplement, and the information contained in this Prospectus Supplement shall be deemed to update any information contained in the Base Prospectus or any document incorporated by reference therein. This Prospectus Supplement will be available on the website of the Irish Stock Exchange at In addition, the 2012 GSI Financial Statements are available on the website of the Guarantor at v1] 1

2 AMENDMENTS TO THE BASE PROSPECTUS Set out below is the amendment to the Base Prospectus, in the section entitled The Issuer. On pages 20 to 23 of the Base Prospectus, the section entitled The Issuer shall be deleted and replaced with the following: Goldman Sachs International THE ISSUER Goldman Sachs International ( GSI ) is a private company with unlimited liability under the laws of England and Wales, with company registration number , and registered address Peterborough Court,, London, EC4A 2BB, England, telephone number GSI was formed as an English company on 2 June 1988 and is successor to a company formed in GSI was re-registered as a private unlimited liability company in England and Wales with the Registrar of Companies on 25 February 1994, having previously been registered as a limited liability company under the name Goldman Sachs International Limited. Business Activities GSI is a leading international investment-banking organisation. Its activities and sources of revenue include and are derived from securities underwriting and distribution, trading of corporate debt and equity securities, non-u.s. sovereign debt and mortgage securities, execution of swaps and derivative instruments, mergers and acquisitions, financial advisory services for restructurings, private placements and lease and project financings, real estate brokerage and finance, merchant banking and stock brokerage and research. Services are provided to a substantial and diversified client base, which includes corporations, financial institutions, governments and individual investors. As set out in clause 3 of its Memorandum of Association, GSI s principal objects include carrying on the business of stock brokers or dealers in securities, investment banking and investment management and advising, subscribing for securities or investments of any kind, underwriting, or investing the money of GSI. GSI is regulated by the United Kingdom Financial Conduct Authority (the FCA ) and the United Kingdom Prudential Regulation Authority (the PRA ), and is an authorised person under the Financial Services and Markets Act 2000 of the United Kingdom ( FSMA ), and is subject to their rules. GSI and certain of its affiliates are members of various exchanges and are subject to their rules, including those of the London Stock Exchange Plc and the London International Financial Futures and Options Exchange. Certain affiliates of GSI are also subject to regulation by the FCA and PRA. Organisational Structure Goldman Sachs Holdings (U.K.) is an unlimited liability company incorporated under the laws of England and has a 99 per cent. shareholding in Goldman Sachs International. Goldman Sachs Group Holdings (U.K.) is an unlimited liability company incorporated under the laws of England and beneficially owns 100 per cent. of the shares in Goldman Sachs Holdings (U.K.) and 1 per cent. shareholding in Goldman Sachs International. Goldman Sachs (UK) L.L.C. is a U.S. limited liability company established under the laws of the State of Delaware and has a 100 per cent. shareholding in Goldman Sachs Group Holdings (U.K.). The Goldman Sachs Group, Inc. is a U.S. corporation established under the laws of the State of Delaware and has a 100 per cent. interest in Goldman Sachs (U.K.) L.L.C. Capitalisation GSI is authorised to issue 950,000,000 ordinary shares of US$ 1.00 each, 1,500,000,000 A preference shares of US$ 0.01 each and 500,000,000 B preference shares of US$ 0.01 each. As of the date of this Base Prospectus, GSI has issued 499,257,654 ordinary shares, 958,659,363 A preference shares and 227,906,977 B preference shares. The issue of additional shares by GSI shall be at the discretion of the directors of GSI in accordance with Article 2(G) of the Articles of Association of GSI. All of the issued shares are fully paid and are owned by Goldman Sachs Holdings (U.K.) and Goldman Sachs Group Holdings (U.K.). Corporate Governance GSI complies with the corporate governance regime applicable under the laws of England and Wales. 2

3 Management The directors of GSI and their business occupations and business addresses are as follows: Name Occupation Business Address Peter D. Sutherland (Chairman) Investment Banker 1 St. James s Square London SW1Y 4PD Michael S. Sherwood Investment Banker Peterborough Court Richard J. Gnodde Investment Banker Peterborough Court Lord Griffiths of Fforestfach Investment Banker Peterborough Court Robin A. Vince Investment Banker Peterborough Court Claes Dahlbäck Investment Banker Peterborough Court The directors of GSI do not hold any direct, indirect, beneficial or economic interest in any of the shares of GSI. There are no potential conflicts of interest between any duties owed by the Board of Directors to GSI and their private interests and/or other duties. Credit Rating As of the date of this Base Prospectus, GSI was rated by S&P and it had assigned GSI a long-term deposit and issuer rating of A. Selected Financial Information Documents Incorporated by Reference The following tables set out in summary form the balance sheet and profit and loss account relating to GSI. Such information is derived from the audited financial statements for GSI for the 52-week period ended 31 December 2011 and the audited financial statements of GSI for the 52-week period ended 31 December 2012, which are incorporated by reference into this Base Prospectus and are also available on the website of the Guarantor at The financial information presented below should be read in conjunction with such financials statements and reports therein. Any information included in the documents incorporated by reference but not described in the table below are either not relevant to investors or are covered elsewhere in this Base Prospectus. Auditors The financial statements have been prepared in accordance with accounting standards recognised in the United Kingdom, which differs in certain respect from International Accounting Standards. The financial statements of GSI for the 52-week period ended 31 December 2011 and the 52-week period ended 31 December 2012 have been independently audited by PricewaterhouseCoopers LLP, and on which PricewaterhouseCoopers LLP has issued an unqualified audit report. PricewaterhouseCoopers LLP are chartered accountants, members of the Institute of Chartered Accountants (ICA), and are qualified to practice as auditors in the United Kingdom. 3

4 GSI Profit and Loss Account Period 52-week period ended 31 December 2012 Period 52-week period ended 31 December 2011 Net revenue 5,578,091 5,131,538 Administrative expenses (4,466,115) (2,059,618) Operating Profit 1,111,976 3,071,920 Other interest receivable and 17, ,087 similar income Interest payable and similar (323,339) (105,826) charges Net finance income 21,817 28,180 Profit on Ordinary Activities Before Taxation 827,966 3,109,361 Tax on profit on ordinary activities (144,006) (683,958) Profit on Ordinary Activities After Taxation and for the Financial Period 683,960 2,425,403 GSI Balance Sheet As at 31 December 2012 As at 31 December 2011 Fixed Assets Tangible assets 16,064 8,211 Investments 500,880 5, ,994 13,447 Current Assets Financial instruments owned 561,492, ,488,261 Financial instruments owned pledged as collateral 24,986,812 19,390,650 Collateralised agreements 221,527, ,648,388 Debtors 70,208,531 65,821,968 Cash at bank and in hand 13,083,945 14,776, ,299, ,126,100 Creditors Amounts Falling Due Within One Year Financial instruments sold, but not yet purchased (520,174,451) (557,537,032) Collateralised financing (181,477,383) (177,025,702) Other creditors (155,199,988) (173,298,319) (856,851,822) (907,861,053) Net Current Assets 34,447,932 34,265,047 Total Assets Less Current Liabilities 34,964,876 34,278,494 Creditors Amounts Falling Due After More than One Year (14,968,588) (14,941,638) Provisions for Liabilities and Charges (15,305) (5,991) Net Assets Excluding Pension Surplus/ (Deficit) 19,980,983 19,330,865 4

5 As at 31 December 2012 As at 31 December 2011 Pension surplus/ (deficit) 212, ,154 Net Assets Including Pension Surplus/ (Deficit) 20,193,453 19,463,019 Capital and Reserves Called-up share capital 553, ,123 Share premium account 2,862,936 2,885,260 Capital reserve (nondistributable) 17,286 17,286 Profit and loss account 16,779,784 16,049,350 Total Shareholders Funds 20,193,453 19,463,019 Set out below is the amendment to the Base Prospectus, in the section entitled General Information. GENERAL INFORMATION On page 55 of the Base Prospectus, sub-paragraph 5(g) shall be deleted and replaced with the following: (g) the audited financial statements of GSI for the 52-week period ended 31 December 2011 and the 52-week period ended 31 December 2012; 5

6 DOCUMENTS INCORPORATED BY REFERENCE The information below is included to provide investors with additional information about documents that have been incorporated by reference into the Base Prospectus, as of the date of this Prospectus Supplement. The Goldman Sachs Group, Inc. The Guarantor files documents and information with SEC, pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act The following documents, which the Guarantor has filed with the SEC and with the Irish Stock Exchange, are hereby incorporated by reference into this Base Prospectus: Annual Report on Form 10-K for the fiscal year ended 31 December 2012 (the 2012 Form 10-K ), containing financial statements relating to the fiscal year ended 31 December 2012 which was filed with the SEC on 28 February Proxy Statement relating to the 2012 Annual Meeting of Shareholders on 24 May 2012 which was filed with the SEC on 13 April 2012 (the 2012 Proxy Statement ). Current Report on Form 8-K of GS Group which was filed with the SEC on 14 March 2013 (the 14 March Form 8-K ). Current Report on Form 8-K of GS Group which was filed with the SEC on 16 April 2013 (the 16 April Form 8-K ). Quarterly Report on Form 10-Q of GS Group for the fiscal quarter ended 31 March 2013 which was filed with the SEC on 8 May 2013 (the 2013 Q1 Form 10-Q ). This above list supersedes the list of documents incorporated by reference on page 26 of the Base Prospectus. The above documents are available as described on page 26 of the Base Prospectus. The following table supersedes the table on pages of the Base Prospectus in relation to the GS Group and indicates where information to be disclosed in, and incorporated by reference into, the Base Prospectus can be found in the documents referred to above: Information Information Location Selected financial information for the fiscal years ended 31 December 2012, 31 December 2011 and 31 December Form 10-K (p. 230) Risk factors relating to GS Group 2012 Form 10-K (pp ) 2013 Q1 Form 10-Q (pp ) History and development of the company 2012 Form 10-K (p. 1) 14 March Form 8-K (p. 2) 16 April Form 8-K (pp. 2-6) 2013 Q1 Form 10-Q (p. 7) Principal activities 2012 Form 10-K (pp. 1-6, pp. 8-22, p. 122) Organisational structure 2012 Form 10-K (p. 29; Exhibit 21.1) Administrative, management and supervisory bodies, including conflicts of interest 2012 Proxy Statement (pp. 1-3, pp. 7-21, pp ) 2012 Form 10-K (p. 39) The business address of the Directors is: 200 West Street New York, New York

7 Information Information Location Beneficial owners of more than five per cent Proxy Statement (p. 60) Audited historical financial information for the fiscal years ended 31 December 2012, 31 December 2011 and 31 December Form 10-K (pp ) Audit report 2012 Form 10-K (p. 116) Balance sheet 2012 Form 10-K (p. 119) Income statement 2012 Form 10-K (pp ) Cash flow statement 2012 Form 10-K (p. 121) Accounting policies and explanatory notes 2012 Form 10-K (pp ; pp ) Legal and arbitration proceedings 2012 Form 10-K (p. 38; pp ) 2013 Q1 Form 10-Q (pp , p. 179) Material contracts 2012 Form 10-K (pp ) Unaudited interim historical information and explanatory notes 16 April Form 8-K (pp. 7-9) 2013 Q1 Form 10-Q (pp ) Share capital 2012 Form 10-K (p. 119; pp ) 14 March Form 8-K (p. 2) 16 April Form 8-K (pp. 4-5) 2013 Q1 Form 10-Q (pp ) Credit ratings 2012 Form 10-K (pp ) 2013 Q1 Form 10-Q (pp ) The credit ratings included or referred to in the documents incorporated by reference have been issued, for the purposes of Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 (as amended, the CRA Regulation ), by Moody s Investors Service, Inc. ( Moody s ), Fitch, Inc. ( Fitch ) and Standard & Poor s Financial Services LLC ( S&P ). None of Moody s, Fitch or S&P is established in the European Union and none of them has applied for registration under the CRA Regulation. The European Securities and Markets Authority ( ESMA ) is currently assessing the relevant regulatory framework of the third countries from which credit rating agencies have indicated their intention to endorse credit ratings, with a view to verifying compliance with the CRA Regulation. Subject to the fulfilment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency established in the European Union and registered in accordance with the CRA Regulation (an EU CRA ) may endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where (i) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating agencies belonging to the same group (a Non-EU CRA ); and (ii) the EU CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating activities by the Non-EU CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements which are at least as stringent as the requirements of the CRA Regulation. On 15 March 2012, ESMA announced that it considers the regulatory framework for credit rating agencies in the United States to be "as stringent as" the requirements of the CRA Regulation. Subject to the fulfilment of the conditions set out in Article 4(3) of the CRA Regulation, the credit ratings issued by Moody's, Fitch and S&P may be endorsed for regulatory purposes in the European Union by an EU CRA belonging to the same group. There can be no assurance that such endorsements of the credit ratings issued by Moody s, Fitch and S&P will be made. In general, and subject to certain exceptions, European investors are restricted from using a credit rating for regulatory purposes if such a credit rating 7

8 is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. There has been no material adverse change in the prospects of the Guarantor or any of its subsidiaries since 31 December 2012, except as it may otherwise be indicated in the Base Prospectus, as supplemented by this Prospectus Supplement. There has been no material adverse change in the prospects of GSI or any of its subsidiaries since 31 December 2012, except as it may otherwise be indicated in the Base Prospectus, as supplemented by this Prospectus Supplement. There has been no significant change in the financial or trading position of the Guarantor or any of the Guarantor s subsidiaries since 31 March 2013, except as it may otherwise be indicated in the Base Prospectus, as supplemented by this Prospectus Supplement. There has been no significant change in the financial or trading position of GSI or any of GSI s subsidiaries since 31 December 2012, except as it may otherwise be indicated in the Base Prospectus, as supplemented by this Prospectus Supplement. Any website addresses contained in this Prospectus Supplement do not form part of the Prospectus Supplement. References to the Base Prospectus shall hereafter mean the Base Prospectus as supplemented by this Prospectus Supplement. This Prospectus Supplement is not for use inside, and may not be delivered to or inside, the United States. Prospectus Supplement, dated 28 June