Each of the 32,000,000 depositary shares offered hereby represents a 1/1,000th ownership interest in a share of perpetual 6.20% Non-Cumulative Preferred Stock, Series B (“Series B Preferred Stock”), $25,000 liquidation preference per share, of The Goldman Sachs Group, Inc., deposited with JPMorgan Chase Bank, N.A., as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights and preferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series B Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly authorized committee of the board. Any such dividends will be payable from the date of original issue on a non-cumulative basis, quarterly in arrears on the 10th day of February, May, August and November of each year, commencing on February 10, 2006, at a rate per annum of 6.20%.
In the event dividends are not declared on Series B Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will cease to accrue and be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Series B Preferred Stock are declared for any future dividend period.
The Series B Preferred Stock is not redeemable prior to October 31, 2010. On and after that date, the Series B Preferred Stock will be redeemable at our option, in whole or in part, at a redemption price of $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. The Series B Preferred Stock will not have voting rights, except as set forth under “Description of Series B Preferred Stock — Voting Rights” on page S-15.