Each of the 30,000,000 depositary shares offered hereby represents a 1/1,000th ownership interest in a share of perpetual 5.95% Non-Cumulative Preferred Stock, Series I (“Series I Preferred Stock”), $25,000 liquidation preference per share, of The Goldman Sachs Group, Inc., deposited with The Bank of New York Mellon, 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 I Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series I 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, out of funds legally available for the payment of dividends. 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, 2013, at a rate per annum of 5.95%. Payment of dividends on the Series I Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series I 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 I Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series I Preferred Stock (i) in whole or in part, from time to time, on or after November 10, 2017, or (ii) in whole but not in part at any time within 90 days of certain changes to regulatory capital requirements as described under “Description of Series I Preferred Stock — Redemption” on page S-17, in each case, at a redemption price of $25,000 per share (equivalent to $25 per depositary share), plus accrued and unpaid dividends for the then-current dividend period to but excluding the redemption date, whether or not declared. If we redeem the Series I Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series I Preferred Stock will not have voting rights, except as set forth under “Description of Series I Preferred Stock — Voting Rights” on page S-17.