SGA Société Générale Acceptance N.V. Société Générale Pietermaai 15, Willemstad 29, Boulevard Haussmann Curaçao 75009 Paris France

BASE LISTING DOCUMENT DATED 2 April 2013

If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Hong Kong Exchanges and Clearing Limited (“HKEx”), The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

Non-collateralised Structured Products Base Listing Document relating to Structured Products to be issued by

SGA Société Générale Acceptance N.V. (incorporated in Curaçao with limited liability)

unconditionally and irrevocably guaranteed by

Société Générale (incorporated in France)

Sponsor, Liquidity Provider & Placing Agent SG Securities (HK) Limited

This document, for which we and Société Générale (the “Guarantor”) accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the purpose of giving information with regard to us, SGA Société Générale Acceptance N.V., and the Guarantor, our derivative warrants (the “Warrants”), callable bull/bear contracts (the “CBBCs”) and other structured products (the Warrants, the CBBCs and such other structured products are, collectively, the “Structured Products”) to be listed on the Stock Exchange from time to time. This document may be updated and/or amended from time to time by way of addenda. Our obligations under the Structured Products are guaranteed by the Guarantor under a guarantee executed by the Guarantor dated 2 April 2013 (the “Guarantee”). We and the Guarantor, having made all reasonable enquiries, confirm that to the best of our knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading. Investors are warned that the price of the Structured Products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the Structured Products and carefully study the risk factors set out in this document and, where necessary, seek professional advice, before they invest in the Structured Products. The Structured Products involve derivatives. Investors should not invest in the Structured Products unless they fully understand and are willing to assume the risks associated with them. The Structured Products constitute our general unsecured contractual obligations and of no other person, and the Guarantee constitutes the general unsecured contractual obligations of the Guarantor and of no other person. The Structured Products will rank equally among themselves and with all our other unsecured obligations and the other unsecured obligations of the Guarantor (save for those obligations preferred by law) upon liquidation. If you purchase the Structured Products, you are relying upon our creditworthiness and the creditworthiness of the Guarantor and have no rights under the Structured Products against (a) the company which has issued the underlying securities; (b) the trustee or the manager of the underlying unit trust; or (c) the index compiler of the underlying index. If we become insolvent or default on our obligations under the Structured Products or the Guarantor becomes insolvent or defaults on its obligations under the Guarantee, you may not be able to recover all or even part of the amount due under the Structured Products (if any).

CONTENTS Page 1. IMPORTANT INFORMATION...... 3

2. OVERVIEW OF THE WARRANTS...... 6

3. OVERVIEW OF THE CBBCS...... 8

4. DESCRIPTION OF THE GUARANTEE RELATING TO THE STRUCTURED PRODUCTS ...... 11

5. INFORMATION ABOUT US...... 14

6. INFORMATION ABOUT THE GUARANTOR ...... 16

7. INFORMATION ABOUT THE LIQUIDITY PROVIDER ...... 34

8. SALES RESTRICTIONS...... 35

9. OFFERING MECHANISM...... 37

10. TAXATION...... 38

11. RISK FACTORS...... 39

APPENDIX 1 - TERMS AND CONDITIONS OF WARRANTS...... 49

Part A - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Equities (Global Form of Certificate)...... 50 Part B - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over an Index (Global Form of Certificate) ...... 61 Part C - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Currency (Global Form of Certificate)...... 69 Part D - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodities (Global Form of Certificate)...... 76 Part E - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodity Futures (Global Form of Certificate)...... 83 Part F - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Unit Trust (Global Form of Certificate)...... 90 Part G - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Foreign Equities (Global Form of Certificate)...... 101

APPENDIX 2 - TERMS AND CONDITIONS OF CALLABLE BULL/BEAR CONTRACTS ...... 112

Part A - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over Single Equities (Global Form of Certificate)...... 113 Part B - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over an Index (Global Form of Certificate) ...... 127 Part C - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over Single Unit Trust (Global Form of Certificate)...... 139

APPENDIX 3 - OUR FINANCIAL INFORMATION...... 153

APPENDIX 4 - FINANCIAL INFORMATION OF THE GUARANTOR ...... 181

PARTIES ...... Back Page

1. IMPORTANT INFORMATION Rating agencies usually receive a fee from the companies that they rate. When evaluating the What documents should you read before investing Guarantor’s creditworthiness, you should not solely in the Structured Products? rely on the Guarantor's credit ratings because:

A supplemental listing document will be issued on (a) a credit rating is not a recommendation to buy, the issue date of each series of the Structured sell or hold the Structured Products; Products which will include detailed commercial terms of the relevant series. You must read this (b) ratings of companies may involve difficult-to- document (including any addendum to this document quantify factors such as market competition, to be issued from time to time), together with such the success or failure of new products and relevant supplemental listing document (including markets and managerial competence; and any addendum to such relevant supplemental listing document to be issued from time to time) (together, (c) a high credit rating is not necessarily the “Listing Documents”), before investing in any indicative of low risk. The Guarantor's credit series of the Structured Products. You should ratings as of 28 March 2013 are for reference carefully study the risk factors set out in the Listing only. Any downgrading of the Guarantor's Documents. ratings could result in a reduction in the value(s) of the Structured Product(s). Is there any guarantee or collateral for the Structured Products? The Structured Products are not rated. The Guarantor’s credit ratings are subject to change or Our obligations under the Structured Products are withdrawal at any time within each rating agency's unconditionally and irrevocably guaranteed by the sole discretion. You should conduct your own Guarantor. If we become insolvent or default on our research using publicly available sources to obtain obligations under the Structured Products and the the latest information with respect to the Guarantor’s Guarantor becomes insolvent or defaults on its ratings from time to time. obligations under the Guarantee, you can only claim as an unsecured creditor of the Issuer and the Is the Issuer or the Guarantor regulated by the Guarantor. In such event, you may not be able to Hong Kong Monetary Authority referred to in recover all or even part of the amount due under the Rule 15A.13(2) or the Securities and Futures Structured Products (if any). Commission referred to in Rule 15A.13(3)?

What are the Guarantor's credit ratings? We are regulated by the Central Bank of Curaçao and Sint Maarten. The Hong Kong Branch of the The Guarantor’s long term credit ratings are: Guarantor is a licensed bank in Hong Kong regulated by the Hong Kong Monetary Authority. The Rating agency Ratings as of Guarantor is also regulated by, amongst others, the 28 March 2013 Autorité de Contrôle Prudentiel (French Prudential Supervisory Authority) in France. Moody’s Investors Service, A2 Inc., New York Is the Issuer or the Guarantor subject to any litigation? Standard & Poor’s Ratings A Services, a division of The Save as disclosed in the section headed “Risk McGraw-Hill Companies, Inc. Management” in Appendix 4 of this document, none of us, the Guarantor or any of our or its subsidiaries is aware of any litigation or claims of material importance pending or threatened against any of us or them.

Authorisation for the issue of the Structured (c) the Guarantor’s updated audited financial Products statements, interim unaudited reports (if any) and quarterly unaudited reports (if any); The issue of each series of the Structured Products will be authorised by our board of directors on each (d) consent letters from our auditors, Deloitte & occasion when we issue the relevant series of the Associés, and the auditors of the Guarantor, Structured Products. Deloitte & Associés and Ernst & Young et Autres (together, the “Auditors”); Has our or the Guarantor’s financial position changed since last financial year-end? (e) this document and any addendum to this document; Save as disclosed in the paragraph headed “Post- Closing Events” under the section headed “Group (f) the Guarantee; Management Report” in Appendix 4 of this document as extracted from page 69 of the 2013 Registration Document, there has been no material adverse change (g) the other Listing Documents (including the in the financial or trading position of us or the supplemental listing document) as long as the Guarantor since 31 December 2012. relevant series of the Structured Products is listed on the Stock Exchange; Do you need to pay any transaction cost? (h) the master instrument by way of deed poll (the The Stock Exchange charges a trading fee of 0.005 “Instrument”) executed by us and the per cent. and the Securities and Futures Commission Guarantor on 26 August 2002 (as modified charges a transaction levy of 0.003 per cent. in and supplemented by a supplement to the respect of each transaction effected on the Stock master instrument by way of deed poll dated 2 Exchange payable by each of the seller and the buyer June 2006) which constitutes the Structured and calculated on the value of the consideration for Products; and the Structured Products. The levy for the investor compensation fund is currently suspended. (i) a Chinese translation of each of the Listing Documents. Do you need to pay any tax? Requests for photocopies of the above documents You may be required to pay stamp duty, other taxes will be subject to a reasonable fee which reflects the or other charges in accordance with the laws and costs of making such copies. practices of the country of your purchase in addition to the issue price of each Structured Product. See The Listing Documents are also available on: section 10 (Taxation) of this document for further information. (a) in respect of Warrants, the website of HKEx at www.hkex.com.hk/eng/dwrc/search/listsearch.asp; Where can you inspect the relevant documents? and

The following documents are available for inspection (b) in respect of CBBCs, the website of HKEx at during the usual business hours on any weekday www.hkex.com.hk/eng/cbbc/search/listsearch.asp. (public holidays excepted) at SG Securities (HK) Limited (presently at Level 38, Three Pacific Place, 1 各上市文件亦可於下列網站瀏覽: Queen’s Road East, Hong Kong): (a) 就認股權證而言，香港交易所的網站 (a) our Memorandum and Articles of Association www.hkex.com.hk/chi/dwrc/search/listsearch_c.asp; and the constitutional documents of the 及 Guarantor; (b) 就牛熊證而言，香港交易所的網站 (b) our updated audited financial statements, www.hkex.com.hk/chi/cbbc/search/listsearch_c.asp 。 interim unaudited reports (if any) and quarterly unaudited reports (if any);

How can you get further information about the Have our auditors and the Guarantor’s auditors Guarantor? agreed to the inclusion of their reports in this document? You may visit the corporate website of the Guarantor at www.societegenerale.com to obtain further Our auditors and the Guarantor’s auditors have given information relating to the Guarantor. and have not withdrawn their written consent to the inclusion of their reports dated 19 March 2013 and What is this document about? 4 March 2013 respectively in this document and/or the references to their names in the Listing This document is for information purposes only and Documents, in the form and context in which they are does not constitute an offer, an advertisement or an included. Their reports were not prepared exclusively invitation to the public to subscribe for or to acquire for incorporation into this document. The Auditors do any of the Structured Products. not hold our shares or shares in the Guarantor or any of our subsidiaries, nor do they have the right HKEx, the Stock Exchange and HKSCC have made (whether legally enforceable or not) to subscribe for no assessment of, nor taken any responsibility for, or to nominate persons to subscribe for our securities, our financial soundness or the financial soundness of the securities of the Guarantor or any of our the Guarantor or the merits of investing in any of the Structured Products, nor have they verified the subsidiaries. accuracy or the truthfulness of statements made or opinions expressed in this document. Authorised Representatives

We do not imply that there has been no change in the Mr. AVANIAN Alexandre and Ms. BURTON Sallie information set out in this document since its date. of SG Securities (HK) Limited, Level 38, Three No person has been authorised to give any Pacific Place, 1 Queen’s Road East, Hong Kong are information or to make any representations other than our authorised representatives. those contained in this document in connection with the Structured Products, and, if given or made, such SG Securities (HK) Limited of Level 38, Three information or representations must not be relied Pacific Place, 1 Queen’s Road East, Hong Kong has upon as having been authorised by us. been authorised to accept, on behalf of us and the Guarantor, service of process and any other notices Sales restrictions and grey market required to be served on us or the Guarantor.

No action has been taken to permit a public offering Capitalised terms of any of the Structured Products or the distribution of this document in any jurisdiction where action Unless otherwise specified, capitalised terms used in would be required for such purposes. The distribution this document have the meanings set out in the terms of this document and the offering of the Structured and conditions applicable to the relevant Structured Products may, in certain jurisdictions, be restricted by Products set out in Appendices 1 and 2 (each, the law. You must inform yourself of and observe all “Conditions”). Terms not defined in this document such restrictions. For a description of certain in respect of the Structured Products shall have the restrictions on offers, sales and deliveries of the meanings ascribed to them in the other Listing Structured Products and the distribution of any Listing Document, see section 8 (Sales Restrictions) Documents. of this document. Governing Law Following the launch of a series of Structured Products, the Structured Products may be sold to All contractual documentation for the Structured investors in the grey market in the period between the Products will be governed by, and construed in launch date and the listing date. We will report any accordance with, the laws of the Hong Kong Special dealings in Structured Products by us and/or any of Administrative Region of the People’s Republic of our subsidiaries or associated companies in the grey China. market to the Stock Exchange on the listing date through the website of HKEx at www.hkex.com.hk.

2. OVERVIEW OF THE WARRANTS Call Warrants

What is a derivative warrant? A call Warrant is suitable for an investor holding a bullish view of the price or level of the Underlying A derivative warrant linked to a security, an index, a Asset during the term of the Warrant. currency, a commodity (such as oil, gold and platinum), a commodity futures contract, a unit trust A call Warrant will be exercised if the Average or other asset (each, the “Underlying Asset”) is an Price/Closing Price or the Closing Level is greater instrument which gives the holder a right to “buy” or than the Exercise Price or the Strike Level (as the “sell” the Underlying Asset at, or derives its value by case may be). The more the Average Price/Closing reference to, a pre-set price or level called the Price or the Closing Level exceeds the Exercise Price Exercise Price or Strike Level (as the case may be). or the Strike Level (as the case may be), the higher the payoff upon expiry. If the Average Price/Closing Investing in a derivative warrant does not give you Price or the Closing Level is at or below the Exercise any right in the Underlying Asset. It usually costs a Price or the Strike Level (as the case may be), an fraction of the value of the Underlying Asset. investor in the call Warrant will lose all of his investment. A list of eligible Underlying Assets for warrants is available on the website of HKEx at Put Warrants www.hkex.com.hk/eng/prod/secprod/dwrc/latest.htm. A put Warrant is suitable for an investor holding a A derivative warrant may provide leveraged return to bearish view of the price or level of the Underlying you (but conversely, it could also magnify your Asset during the term of the Warrant. losses). A put Warrant will be exercised if the Average How and when can you get back your investment? Price/Closing Price or the Closing Level is lower than the Exercise Price or the Strike Level (as the case The Warrants are European Style Warrants, meaning may be). The more the Average Price/Closing Price that they can only be exercised on the Expiry Date. or the Closing Level is below the Exercise Price or the Strike Level (as the case may be), the higher the The Warrants will be automatically exercised on the payoff upon expiry. If the Average Price/Closing Expiry Date, entitling you to receive a cash amount Price or the Closing Level is at or above the Exercise called the “Cash Settlement Amount” (if positive) Price or the Strike Level (as the case may be), an according to the applicable Conditions. investor in the put Warrant will lose all of his investment. You will receive the Cash Settlement Amount less any Exercise Expenses upon expiry. If the Cash Other types of Warrants Settlement Amount is at or below the Exercise Expenses, you will not receive any payment upon The supplemental listing document applicable to other types of Warrants will specify the type of such expiry of the Warrants. Warrants and whether such Warrants are exotic warrants. How do the Warrants work? Where can you find the Conditions applicable to The potential payoff of a Warrant is calculated by us the Warrants? by reference to the difference between:

You should review the Conditions applicable to each (a) for a Warrant linked to a security, a currency, type of the Warrants before you invest in the a commodity, a commodity futures contract or Warrants. a unit trust, the Exercise Price and the Average Price/Closing Price; and The Conditions applicable to each type of the Warrants are set out in Appendix 1 (as may be (b) for a Warrant linked to an index, the Strike amended or supplemented by any addendum or the Level and the Closing Level. relevant supplemental listing document).

What are the factors determining the price of a derivative warrant?

The price of a Warrant generally depends on the price or level of the Underlying Asset. However, throughout the term of a Warrant, its price will be influenced by a number of factors, including:

(a) the Exercise Price or the Strike Level (as the case may be);

(b) the value and volatility of the price, level or exchange rate of the Underlying Asset (being a measure of the fluctuation in the price, level or exchange rate of the Underlying Asset over time);

(d) the interim interest rates and expected dividend payments or other distributions on the Underlying Asset or on any components comprising the underlying index (as the case may be);

(e) the liquidity of the Underlying Asset or of the futures contracts relating to the underlying index (as the case may be);

(f) the supply and demand for the Warrant;

(g) our related transaction cost; and

(h) our creditworthiness and the creditworthiness of the Guarantor.

What is your maximum loss?

Your maximum loss in investing in a series of the Warrants will be limited to your investment amount plus any transaction costs.

How can you get information about the Warrants after issue?

You may visit HKEx’s website at www.hkex.com.hk/eng/prod/secprod/dwrc/dw.htm to obtain further information on derivative warrants or any notice given by us or the Stock Exchange in relation to the Warrants.

3. OVERVIEW OF THE CBBCS (b) Category N CBBCs.

What are the CBBCs? Your entitlement following the occurrence of the Mandatory Call Event will depend on the category of The CBBCs are a type of Structured Products that the CBBCs. See “What is the mandatory call feature tracks the performance of the Underlying Asset. The of the CBBCs” below for further details. CBBCs can be issued on different types of Underlying Assets, including: If the Mandatory Call Event does not occur, the CBBCs will be exercised automatically on the Expiry (a) securities listed on the Stock Exchange; Date by payment of the applicable Cash Settlement Amount (if any) less the Exercise Expenses at expiry. (b) the Hang Seng Index, the Hang Seng China Enterprises Index and the Hang Seng China The applicable Cash Settlement Amount at expiry (if H-Financials Index; and/or any) represents the difference between the Closing Price or the Closing Level of the Underlying Asset on (c) overseas securities, overseas indices, the Valuation Date and the Strike Price or the Strike currencies or commodities (such as oil, gold Level (as the case may be). and platinum) as prescribed by the Stock Exchange from time to time. The Conditions applicable to each type of the CBBCs are set out in Appendix 2. A list of eligible Underlying Assets for the CBBCs is available on the website of HKEx at What is the mandatory call feature of the CBBCs? www.hkex.com.hk/eng/prod/secprod/cbbc/underlying_latest.htm. Mandatory Call Event The CBBCs are issued either as bull CBBCs or bear CBBCs, allowing you to take either bullish or bearish Subject to the limited circumstances set out in the positions on the Underlying Asset. relevant Conditions in which the Mandatory Call Event may be reversed, we must terminate the Bull CBBCs are designed for investors who have an CBBCs if the Mandatory Call Event occurs. The optimistic view on the Underlying Asset. Mandatory Call Event occurs if the Spot Price or Spot Level (as the case may be) of the Underlying Bear CBBCs are designed for investors who have a Asset is: pessimistic view on the Underlying Asset. (a) at or below the Call Price or the Call Level (as Your maximum potential loss in investing in a series the case may be) (in the case of bull CBBCs); of the CBBCs will be limited to the purchase price, or which is generally a fraction of the value of the Underlying Asset, for the CBBCs plus the costs (b) at or above the Call Price or the Call Level (as involved in your purchase. the case may be) (in the case of bear CBBCs),

The CBBCs have a mandatory call feature (the at any time on any Trading Day or Index Business “Mandatory Call Event”) and, subject to the limited Day (as the case may be) during the Observation circumstances set out in the relevant Conditions in Period. which the Mandatory Call Event may be reversed, we must terminate the CBBCs upon the occurrence of The Observation Period starts from and including the the Mandatory Call Event. See “What is the Observation Commencement Date of the relevant mandatory call feature of the CBBCs?” below. CBBCs and ends on and including the close of trading on the Stock Exchange on the Trading Day There are 2 categories of CBBCs, namely: immediately preceding the Expiry Date.

(a) Category R CBBCs; and

Subject to the limited circumstances set out in the “Category N CBBCs” refer to CBBCs of which the relevant Conditions in which the Mandatory Call Call Price or the Call Level is equal to the Strike Event may be reversed and subject to such Price or the Strike Level (as the case may be). In modification and amendment as may be prescribed respect of a series of Category N CBBCs, you will by the Stock Exchange from time to time: not receive any cash payment following the occurrence of the Mandatory Call Event. (a) in the case where the Mandatory Call Event occurs during a continuous trading session, all “Category R CBBCs” refer to CBBCs of which the trades in the CBBCs concluded via auto- Call Price or the Call Level is different from the matching or manually after the time of the Strike Price or the Strike Level (as the case may be). occurrence of a Mandatory Call Event; and In respect of a series of Category R CBBCs, you may receive a cash payment called the Residual Value (b) in the case where the Mandatory Call Event upon the occurrence of the Mandatory Call Event. occurs during a pre-opening session or a The amount of the Residual Value payable (if any) is closing auction session (if applicable), all calculated by reference to: auction trades in the CBBCs concluded in such session and all manual trades concluded (a) in respect of bull CBBCs, the difference after the end of the pre-order matching period between the Minimum Trade Price or the in such session, Minimum Index Level of the Underlying Asset and the Strike Price or the Strike Level will be invalid and will be cancelled, and will not be (as the case may be); and recognised by us or the Stock Exchange. (b) in respect of bear CBBCs, the difference The time at which the Mandatory Call Event occurs between the Strike Price or the Strike Level will be determined by reference to: and the Maximum Trade Price or the Maximum Index Level (as the case may be) of (a) in respect of the European Style CBBCs over the Underlying Asset. single equities (the “Single Equity CBBCs”), the Stock Exchange’s automatic order You must read the relevant Conditions and the matching and execution system time at which relevant supplemental listing document to obtain the Spot Price is at or below the Call Price (for further information on the calculation formula of the a series of bull CBBCs) or at or above the Call Residual Value applicable to the relevant series of Price (for a series of bear CBBCs); Category R CBBCs. (b) in respect of European Style CBBCs over an You may lose all of your investment in a particular index (the “Index CBBCs”), the time when series of the CBBCs if: the relevant Spot Level is compiled and published by the Index Compiler and at which (a) in the case of a series of bull CBBCs, the the Spot Level is at or below the Call Level Minimum Trade Price or the Minimum Index (for a series of bull CBBCs) or at or above the Level of the Underlying Asset is equal to or Call Level (for a series of bear CBBCs); or less than the Strike Price or the Strike Level (c) in respect of the European Style CBBCs over (as the case may be); or single unit trust (the “Single Unit Trust CBBCs”), the Stock Exchange’s automatic (b) in the case of a series of bear CBBCs, the order matching and execution system time at Maximum Trade Price or the Maximum Index which the Spot Price is at or below the Call Level of the Underlying Asset is equal to or Price (for a series of bull CBBCs) or at or greater than the Strike Price or the Strike above the Call Price (for a series of bear Level (as the case may be). CBBCs). Where can you find the Conditions applicable to Category R CBBCs vs. Category N CBBCs the CBBCs?

The supplemental listing document for the relevant You should review the Conditions applicable to each series of the CBBCs will specify whether the CBBCs type of the CBBCs before your investment. are Category R CBBCs or Category N CBBCs.

The Conditions applicable to each type of the CBBCs (b) the likelihood of the occurrence of the are set out in Appendix 2 (as may be amended or Mandatory Call Event; supplemented by any addendum or the relevant supplemental listing document). (c) for Category R CBBCs only, the probable range of the Residual Value (if any) upon the How is the funding cost calculated? occurrence of the Mandatory Call Event;

The issue price of a CBBC represents the difference (d) the time remaining to expiry; between the initial spot price or level of the Underlying Asset as at the Launch Date of the CBBC (e) the interim interest rates and expected and the Strike Price or the Strike Level (as the case dividend payments or other distributions on may be), plus the applicable funding cost. the Underlying Asset or on any components comprising the underlying index (as the case The initial funding cost applicable to each series of may be); CBBCs will be specified in the relevant supplemental listing document for the relevant series and will (f) the liquidity of the Underlying Asset or of the fluctuate throughout the life of the CBBCs as the funding rate changes from time to time. The funding futures contracts relating to the underlying rate is a rate determined by us based on one or more index (as the case may be); of the following factors, including but not limited to the Strike Price or the Strike Level (as the case may (g) the supply and demand for the CBBCs; be), the prevailing interest rate, the expected life of the CBBCs, expected notional dividends/distributions (h) the probable range of the Cash Settlement in respect of the Underlying Asset and the margin Amounts; financing provided by us. (i) our related transaction cost; and Further details about the funding cost applicable to a series of the CBBCs will be described in the relevant (j) our creditworthiness and the creditworthiness supplemental listing document. of the Guarantor.

Do you own the Underlying Asset? What is your maximum loss?

The CBBCs convey no interest in the Underlying Your maximum loss in investing in a CBBC will be Asset. We may choose not to hold the Underlying limited to your investment amount in that CBBC plus Asset or any derivatives contracts linked to the any transaction costs. Underlying Asset. There is no restriction through the issue of the CBBCs on our and/or our affiliates’ How can you get information about the CBBCs abilities to sell, pledge or otherwise convey all right, after issue? title and interest in any Underlying Asset or any derivatives products linked to the Underlying Asset. You may visit HKEx’s website at What are the factors determining the price of a www.hkex.com.hk/eng/prod/secprod/cbbc/Intro.htm CBBC? to obtain further information on CBBCs or any notice given by us or the Stock Exchange in The price of a CBBC tends to mirror the movement relation to the CBBCs. in the value of the Underlying Asset in dollar value (on the assumption of an entitlement ratio of one CBBC to one Underlying Asset).

However, throughout the term of a CBBC, its price will be influenced by a number of factors, including:

(a) the Strike Price or the Strike Level and the Call Price or the Call Level (as the case may be);

4. DESCRIPTION OF THE GUARANTEE RELATING TO THE STRUCTURED PRODUCTS

Our obligations under the Structured Products are guaranteed by the Guarantor pursuant to a guarantee dated 2 April 2013, the text of which is set out below. Mr. Vincent Mortier, Chief Financial Officer of Societe Generale Corporate and Investment Banking of the Guarantor, who signed the guarantee, was empowered by the power of attorney dated 3 April 2012 by Mr. Didier Valet, Head of Societe Generale Corporate and Investment Banking of the Guarantor, to execute guarantees in favour of third parties on behalf of the Guarantor. The power of attorney dated 5 January 2012 granted by Mr. Frédéric Oudéa, Chairman and Chief Executive Officer of the Guarantor, authorised Mr. Didier Valet, Head of Societe Generale Corporate and Investment Banking of the Guarantor, with power of substitution to execute guarantees in favour of third parties on behalf of the Guarantor.

“This guarantee (the "Guarantee") is made by way of deed poll by Société Générale, a société anonyme registered under No. 552 120 222 R.C.S. Paris, duly organized and existing under the laws of the Republic of France, with its principal office at 29 boulevard Haussmann, 75009 Paris, France (the "Guarantor").

1. In this Guarantee, unless the context otherwise requires:

"Exchange" means The Stock Exchange of Hong Kong Limited.

"Creditor" means any person to whom an Obligation is from time to time owed.

"Obligation" means any obligation or liability of SGA Société Générale Acceptance N.V., Pietermaai 15, Willemstad, Curaçao (the "Company") in respect of any structured products (the “Structured Products”) permitted by the rules governing the listing of securities on the Exchange issued by the Company between 2 April 2013 and 1 April 2014 (the "Issue Period") and any further Structured Products issued by the Company after the Issue Period but forming part of the same series as the Structured Products issued during the Issue Period listed on the Exchange together with all reasonable costs, commissions and other expenses incurred by any person in connection with the enforcement of this Guarantee and, for the avoidance of doubt, "Obligations" shall include any such obligation or liability assumed under or incurred pursuant to any novation, transfer, assignment or other similar agreement between the Company and any other company within the same group of companies as the Guarantor.

"person" means any person, firm, trust estate, corporation, association, cooperative, government or government agency, or other entity.

2. (a) The Guarantor hereby unconditionally and irrevocably guarantees, for the benefit of the Exchange and each Creditor, in accordance with the terms and conditions of this Guarantee, the full performance by the Company when due (whether at stated maturity, upon acceleration or otherwise) of each and every Obligation and in the event that the Company shall default in the due and punctual performance of any Obligation, undertakes to perform or procure the performance of such Obligation including the payment of all amounts payable by the Company in respect of such Obligation (in the case of any payment Obligation, in the currency in which the particular Obligation is expressed to be payable).

As a separate and independent stipulation, the Guarantor agrees that each and every Obligation which is not binding on, or is not performed by, the Company for whatever reason and in whatever circumstance, shall nevertheless be performed by the Guarantor in accordance with its terms as though the Structured Products had been issued by the Guarantor and as though the Guarantor were the sole or principal obligor in respect of such Obligation.

(b) The Guarantor waives any right it may have of first requiring any Creditor to make demand, proceed or enforce any rights or security against the Company or any other person before making a claim against the Guarantor under the Guarantee.

3. The Creditor shall only be entitled to take or obtain the benefit of this Guarantee upon the condition that the Guarantor shall be entitled to deal with the Creditor, and the Creditor shall be obliged to deal with the Guarantor with respect to the Obligation due to the Creditor and this Guarantee without the necessity or duty to rely on, act through or otherwise involve or deal with one another as principals in relation to the same provided that the rights, powers, privileges and remedies of the Creditor under this Guarantee shall not thereby be in any way limited or otherwise affected.

4. No delay or omission on the part of the Creditor in exercising any right, power, privilege or remedy (hereinafter together called "Rights") in respect of this Guarantee shall impair any such Rights or be construed as a waiver of any thereof nor shall any single or partial exercise of any such Rights preclude any further exercise thereof or the exercise of any other Rights. The Rights herein provided are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. Nothing in this Guarantee shall be construed as voiding, negating or restricting any right of set-off or any other right whatsoever existing in favour of the Creditor or arising at common law, by statute or otherwise howsoever.

5. This Guarantee is a continuing guarantee and shall not be satisfied, discharged or affected by any intermediate payment, performance or settlement of account. The provisions of this Guarantee shall continue in full force and effect until each and every Obligation shall have been performed in full.

6. The Guarantor shall be subrogated to all rights of the Creditors against the Company in respect of any amounts paid under this Guarantee, provided however that the Guarantor will not exercise any rights of subrogation or any other rights or remedies (including, without limiting the generality of the foregoing, the benefit of any security or right of set-off) which it may acquire due to its performance of any Obligation pursuant to the terms of this Guarantee and will not prove in the liquidation of the Company in competition with the Creditor unless and until each and every Obligation due to the Creditor hereby guaranteed have been satisfied in full by the Guarantor, and/or the Company. In the event that the Guarantor shall receive any payment or distribution on account of such rights while any Obligation remains outstanding, the Guarantor shall account for all amounts so received to the Creditor.

7. If the Guarantor makes a payment of any additional amount hereunder by reason of any requirement to deduct or withhold amounts from any payment hereunder and the Creditor determines that it has received or been granted a credit against or relief or payment of any tax paid or payable by it in respect thereof the Creditor shall to the extent that it can do so without prejudice to the retention of the amount of such credit relief or repayment pay to the Guarantor such amount as shall be attributable to such deduction provided that nothing contained in this paragraph shall interfere with the right of any Creditor to arrange its tax affairs in whatsoever manner it thinks fit and, in particular, no Creditor shall be under any obligation to claim relief in respect of any such deduction in priority to any other claims for relief available to it.

8. Any notice in respect of this Guarantee will be sufficiently given to a party if in writing and delivered in person, sent by certified or registered mail (airmail, if overseas) or their equivalent (with return receipt requested or by overnight courier or given by telex) (with answerback received). A notice will be effective:

(a) if delivered by hand or sent by overnight courier, on the day it is delivered (or if that day is not a day on which commercial banks are open for business in Paris and Hong Kong (a "Banking Day"), or if delivered after the close of business on a Banking Day, on the first following day that is a Banking Day);

(b) if sent by telex, on the day of the recipient's answerback is received (or if that day is not a Banking Day, or if after the close of business on a Banking Day, on the first following day that is a Banking Day); or

(c) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), three Banking Days after despatch if the recipient's address for notice is in the same country as the place of despatch and otherwise seven Banking Days after despatch.

9. The liability of the Guarantor under this Guarantee shall not be affected by the liquidation, winding up or other incapacity of the Company. In the event that performance of any Obligation is avoided or reduced by virtue of any enactments for the time being in force relating to liquidation or insolvency the Creditor shall be entitled to recover the value or amount so avoided or reduced from the Guarantor as if such Obligation had not been performed by the Company.

10. This Guarantee shall remain in full force and effect irrespective of the validity, regularity, legality or enforceability against the Company of, or of any defence or counterclaim whatsoever available in relation to, any Obligation whether or not any action has been taken to enforce the same or any judgment obtained against the Company or any other person, whether or not any time, indulgence, waiver or consent has been granted to the Company or any other person by or on behalf of the Creditor; whether or not there have been any dealings or transactions between the Company or any other person and any of the Creditors; whether or not the Company or any other person has been dissolved, liquidated, merged, consolidated, become bankrupt, has changed its status, functions, control or ownership or conveyed or transferred its asset; whether or not the Company or any other person has been prevented from performing any Obligation by foreign exchange or any other provision applicable at its place of registration or incorporation, and whether or not any circumstances have occurred which might otherwise constitute a legal or equitable discharge of or a defence to a guarantor.

11. The Guarantor represents and warrants to the Creditor that it has the full power and authority, and has taken all necessary steps, to execute and deliver this Guarantee and to perform its obligations hereunder and this Guarantee constitutes the valid and binding obligations of the Guarantor and is enforceable in accordance with its terms.

12. The Guarantor agrees to submit for all purposes in connection with this Guarantee to the non-exclusive jurisdiction of the courts of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”).

13. The Guarantor not having a place of business in Hong Kong agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in Hong Kong, to SG Securities (HK) Limited at Level 38, Three Pacific Place, 1 Queen’s Road East, Hong Kong.

14. In the event that any of the terms or provisions of this Guarantee are or shall become invalid, illegal or unenforceable, the remaining terms and provisions hereof shall survive unaffected.

15. This Guarantee shall be governed by and construed in accordance with the laws of Hong Kong.”

5. INFORMATION ABOUT US term notes issued by us and SG Option Europe under the Debt Instruments Issuance Programme Incorporation, Duration, Seat and Purpose are unconditionally and irrevocably guaranteed by the Guarantor. We were incorporated on 7 October 1986 for an unlimited duration as a limited liability company Management and Supervision under the laws of Curaçao, formerly the Netherlands Antilles. We are a 100 percent. Pursuant to our Deed of Incorporation, we are subsidiary of the Guarantor and a fully consolidated managed by a board of management, consisting of company. We have no subsidiaries. one or more managing directors under the supervision of a board of supervisory directors, Our registered address is located at Pietermaai 15, consisting of one or more supervisory directors. Willemstad, Curaçao. We are registered in the The members of the board of management are TMF Commercial Register of the Chamber of Commerce (Netherlands Antilles) N.V. (the statutory director and Industry at Curaçao under No. 45500(0). We of which is TMF Curaçao N.V., of which Evert have not established a place of business in Hong Rakers is the sole statutory director), Eric Rabin Kong. and Jerôme Gherchanoc. Christophe Leblanc is the sole member of the supervisory board. Eric Rabin, Our purpose and object pursuant to our Deed of Jérôme Gherchanoc and Christophe Leblanc Incorporation, is to invest our funds in securities, currently hold full-time management positions with such as shares and other certificates of participation, the Guarantor. and bonds and in other interest-bearing debentures under whatever name and in whatever form, to The business address of TMF (Netherlands Antilles) borrow money and to issue certificates of N.V. is Pietermaai 15, P.O. Box 6113, Curaçao and indebtedness thereof, as well as to lend money the business address of Eric Rabin, Jerome within the group to which we belong and to provide Gherchanoc and Christophe Leblanc is Tour security in any form on behalf of third parties. In Société Générale, 17 Cours Valmy, 92987 Paris La addition, we engage in the issuance of notes, Défense 7, Cedex, France. warrants and other types of indebtedness. General Meetings of Shareholders Share Capital Each of the managing directors and the supervisory Our issued capital is US$560,000 divided into directors, and shareholders together representing at 560,000 ordinary shares of US$1.00 each, all issued least ten per cent. of our issued share capital, are and fully paid up. entitled to convene general meetings of shareholders. Indebtedness The annual general meeting of shareholders must As at 31 December 2012, our total indebtedness be held within nine months after the expiration of was US$59,404,477,000. As at the date of this each of our financial year. document we have no hire purchase commitments, guarantees or other material contingent liabilities. Shareholders are entitled to one vote per share. Resolutions proposed at annual general meetings of Our debt guaranteed by the Guarantor is rated shareholders require a clear majority of the votes A-1/A by Standard & Poor’s Ratings Group cast or, in the case of a resolution to dissolve us or and P-1/A1 by Moody’s Investors Service, Inc. to amend our articles, a majority of three-quarters of the votes cast in a meeting where at least two- Under a debt instruments issuance programme, we thirds of the issued shares are represented. (together with the Guarantor and SG Option Europe) may issue medium term notes in an amount not Financial Information exceeding €125,000,000,000 or its equivalent in other currencies (as at 20 April 2012). The medium We publish an audited annual report following the

end of each financial year. Our financial year runs Our Capitalisation Table from 1 January to 31 December. The following table sets out our capitalisation as at Our audited financial statements for the year ended 31 December 2012 as adjusted to give effect to the 31 December 2012 and our independent auditor’s issuance of additional debt by us since such date report on the financial statements for the year ended and to the redemption of some issues. 31 December 2012 are reproduced in Appendix 3 to this document. Except as set out on this page, there have been no material changes in our capitalisation since 31 There has been no material adverse change in our December 2012. financial position or operations since 31 December 2012.

No person has, or is entitled to be given, an option to subscribe for our shares or debentures.

Our Deed of Incorporation provides that our directors may exercise all our powers to borrow money for the purposes of the company without limit and upon such terms as they think fit.

SGA Société Générale Acceptance N.V.

CAPITALIZATION TABLE

(in thousands USD)

31 December 2012 31 December 2011 Short Term Debt <= 2 years - Denominated in USD 4,360,719 8,844,732 - Denominated in other currencies 17,218,532 17,572,429 21,579,251 26,417,161

Medium Term Debt > 2 years <= 7 years - Denominated in USD 5,155,669 3,664,835 - Denominated in other currencies 20,357,434 22,341,557

25,513,103 26,006,392

Long Term Debt > 7 years - Denominated in USD 1,531,960 1,835,028 - Denominated in other currencies 6,049,027 7,128,312 7,580,987 8,963,340

TOTAL 54,673,341 61,386,893

Shareholders' equity - Capital stock 560 560 - Retained earnings 875 875 - Net income 0 0 Total Shareholders' Equity 1,435 1,435

TOTAL 54,674,776 61,388,328

6. INFORMATION ABOUT THE Business Overview GUARANTOR The Businesses of The Societe Generale Group are Incorporation, Duration, Seat, Purpose and organised into five divisions: French Financial Year Networks/International Retail Banking/Corporate and Investment Banking/Specialised Financial Services The Guarantor was founded in France in 1864. It was and Insurance/Private Banking, Global Investment then nationalized in 1945, but returned to the private Management and Services. sector in July 1987 as a Société Anonyme under the laws of the Republic of France. Its existence has been French Networks extended to 31 December 2047. Societe Generale’s retail networks in France are The Guarantor, which is registered under n° 552 120 formed from the alliance of three complementary 222 R.C.S. Paris, has its registered office at 29, brands: Societe Generale, the renowned national bank; boulevard Haussmann, 75009 Paris. Crédit du Nord, a group of regional banks; Boursorama Banque, a major online bank. Thanks to The purpose of the Guarantor is to engage in banking, a dedicated team of more than 32,000 professionals, finance, insurance brokerage and credit operations in an efficient multi-channel system including 3,176 France and outside France with all persons, corporate branches, the pooling of best practices and entities, public and local authorities in accordance simplification of processes, the three brands offer a with the regulations applicable to établissements de crédit (credit institutions). wide range of products and services suited to the needs of a diversified base of over 11 million The Guarantor may also engage on a regular basis in all individual customers and more than 615,000 transactions other than those listed above, including in businesses and professional customers. particular insurance brokerage, under the conditions set by the Comité de la réglementation bancaire et Amid rife competition for savings inflows, the French financiére (French Banking and Financial Regulations Networks posted strong deposit outstandings in 2012, Committee). up +5.4% vs. 2011. Buoyed by the increase of the Livret A and Livret Développement Durable (LDD) Generally, the Guarantor may also carry out, on its own passbook account ceilings, outstandings from account, on behalf of third parties or in a joint venture, individual customers increased by +6.0 % vs. 2011 to all financial, commercial, industrial or agricultural EUR 88.0 billion. Driven by term deposit inflows and personalty and realty transactions, directly or indirectly Certificates of Deposit under the “CAT Tréso +” related to the above-mentioned activities or likely to offer for businesses, outstandings from corporate facilitate the accomplishment of such activities. customers continued to increase, totalling EUR 49.9 billion. The momentum of these deposit inflows has The Guarantor’s financial year runs from 1 January to improved the loan/deposit ratio to meet regulatory 31 December. constraints.

Organisational Structure The French Networks maintained their policy of supporting the economy and continued to help their The Guarantor’s subsidiaries included in its clients finance their projects, as reflected by the rise consolidated group as at 31 December 2012 are set in loan outstandings (+3.2% vs. 2011). Since early out on pages 38 and 39 of the section headed “Group 2012, loan outstandings for corporate customers have Management Report” in Appendix 4 of this document. increased by +3.4 % vs. 2011 to EUR 79.5 billion, driven by strong growth in operating loans (+9.0 %

vs. 2011). Loan outstandings for individual customers increased by +2.9 % to EUR 94.9 billion, driven by

housing loans (+3.5 %), in line with new housing loans.

The French Networks distribute insurance products With nearly 5.6 million current accounts, the from Sogecap and Sogessur, subsidiaries operating individual customer base is a key component of the within the Specialised Financial Services and Societe Generale Network portfolio. Thanks to ambitious marketing campaigns, an attractive offer Insurance division. Life insurance outstandings stood and dedicated advisors, the Societe Generale at EUR 80.3 million: in 2012 and inflows remained Network boasted close to 80,000 new individual positive at EUR 165 million. accounts in 2012. Regulated savings accounts were boosted by the first increase of the Livret A passbook Net banking income generated by the French account ceiling and the doubling of the Livret Networks amounted to EUR 8,161 million for 2012, Développement Durable (LDD) passbook account, stable vs. 2011 with the increase in outstanding with no effect, however, the trend in Comptes sur offsetting (i) decreased interest rates weighing on Livret (CSL) savings accounts which benefited from a sales offer at improved rates. sight deposit margins and regulated savings schemes, (ii) the impact of the regulations calling for reduced Since 2008, Societe Generale has been developing a service fees (iii) the adverse effect of weak volumes sales programme targeting high net worth individual in the financial markets on financial commissions. customers through the joint venture entered into with Societe Generale Private Banking, which now has 8 Societe Generale Network centres in France.

The Societe Generale Network offers solutions suited Deposits by individual customers amounted to EUR to the needs of its 8.6 million individual customers 69.6 billion. and 466,000 professional customers, associations and business customers trusting it with their business, and Outstanding loans granted to individual customers draws on three major strengths: totalled EUR 73.7 billion, of which 89.5% were housing loans. • 22,300 employees(1) and 2,257 branches located mainly in urban areas where a large The Societe Generale Network has maintained its part of the national wealth is concentrated. commitment to financing the economy by continuing to adapt its system and its organisation to the needs • A full and diversified range of products and and constraints of business customers. As part of this services, from savings vehicles to asset resolve to continue to provide companies with an management solutions, including corporate increasingly comprehensive range of expertise, a finance and payment instruments. number of offers were launched: a complete range of services to enable business customers to carry out • An efficient and innovative multi-channel import and export operations in China, a new website distribution system: internet, telephone and called “Import-Export Solutions” dedicated to Agence Directe (online branch). In April 2012, international trade, as well as forums with SMEs to Agence Directe was given the “Open to discuss how Societe Generale can assist in Dialog” label (awarded by Teletech penetrating new territories in Asia. International, 2.0 customer relations specialists), ranking it first place in the The growth of the customer base illustrates the “Online banking” category. relevance of this strategy: having gained close to 660 new SME customers in 2012, the portfolio comprised

over 90,000 companies at end-2012. The professionalism and responsiveness of our dedicated

advisors have helped to build a close relationship

with customers.

The chief purpose of the joint venture with Corporate

and Investment Banking is to assist the development and speed up the growth of business customers. The team of 75 employees, a dozen of whom are based (1) Measured in full-time equivalent (FTE). outside Paris, is structured into four businesses so as to meet the needs of business customers at the

different stages of their growth in terms of strategy The Group’s banks are staffed by advisors with an in- and wealth. The four businesses cover growth depth knowledge of the local economic market. They financing (acquisition financing, LBO financing), are structured as veritable SMEs with considerable mergers and acquisitions (external growth, disposals, autonomy in managing their business. As such, they private capital increases, assessment), primary equity are able to make quick decisions and expediently and bond markets (initial public offerings, quasi- respond to customer requests. Each bank focuses on equity and capital increases, reclassification of block building strong individual ties with its customers to shares, public offers, bond issues, private debt make each of them a partner in a lasting relationship placements, securitisation, syndicated loans, etc.) and private equity (non-controlling interests in unlisted of trust. companies). The 8,481 employees of the Crédit du Nord Group In a deteriorated economic climate where companies and its network of 918 branches are on hand to serve remain undecided about the future, business customer 2.1 million individual customers, nearly 218,000 outstandings amounted to EUR 35.7 billion and EUR professional customers and some 84,000 business and 62.8 billion in terms of deposits and loans, institutional customers. respectively, at December 31, 2012. Professional customers are a priority. Therefore the Societe Generale also introduced “Jeunes Avenir” Crédit du Nord Network has established a system to loans for young adults. These loans are issued with meet their specific business requirements in order to the active support of the Caisses d’Allocations assist them on a daily basis and advise them on their Familiales (family allocation agencies) and are plans. All customer needs, both private and designed for young adults aged 18-24 financial aid to help pay for the expenses of securing a new job. professional, are handled within the same branch and Since they were launched at the end of 2007, Societe under the authority of the same person. Generale has helped over 2,500 young adults enter the workforce with the “Jeunes Avenir” loan. The excellent quality of the relationships built up every day by the banks in this network, which are As the budget allocated by Caisse des Dépôts was based on personal attention and advisory services, is fully used up over the course of 2010 and was not reflected in the competition surveys(1) conducted by renewed, Societe Générale no longer offers this type CSA with the customers of major French banking of loan. groups. In 2012, for the eighth year running, Crédit du Nord was ranked as the leading bank in terms of At the end of 2012, more than 1,200 loans were still both individual and business customer satisfaction. being repaid, representing outstandings of EUR 1.9 million. Gilbert Dupont and Corporate and Investment • Credit du Nord Network Banking (via Societe Generale Mid Cap Investment Banking) entered into a capital market cooperation The Crédit du Nord Group consists of eight regional agreement for Societe Generale’s SME customers banks (Courtois, Kolb, Laydernier, Nuger, Rhône- with a valuation or market capitalisation below EUR Alpes, Tarneaud, Crédit du Nord and Société 200 million(2).The transactions falling under this Marseillaise de Crédit), an asset management agreement are initial public offerings, capital company and a brokerage firm (Gilbert Dupont). For increases, secondary placement of securities and more than 160 years, it has developed a relationship convertible bond issues. based on close customer relations, professionalism and innovation. Its customers have the advantage of Drawing on its rich historic presence and renowned both a regional bank and a nationwide group. expertise in this segment of the market, Gilbert

Dupont will handle distribution while Societe

Generale Mid Cap Investment Banking structures the (1) The competition survey measuring customer satisfaction was conducted in spring 2012 and transactions. This agreement is proof of the Group’s addressed a representative sample of customer in all its determination to promote synergies between markets and on several themes: overall customer businesses and confirms its commitment to financing satisfaction, image, branch, products and services. the economy and businesses. (2) Excluding the technology and biotech/medtech sectors.

• Boursorama • a major player in online brokerage and savings in Europe, offering private investors an Created in 1995, Boursorama is a major online broker opportunity to manage their online savings in Europe, with nearly 5.1 million orders executed at independently thanks to a full range of December 31, 2012, over 426,000 customers in investment products and services and access France and total financial investment outstandings of to the main international financial markets. EUR 4.4 billion at the end of December 2012. This offer is available in France at www.boursorama.com, in Germany at Boursorama Banque offers a full range of banking www.onvista-bank.de, in Spain at products and services based on four pillars: simplicity www.selftrade.es and in the United Kingdom (opening an account in just a few clicks), innovation at www.selftrade.co.uk. (exclusive tools to simplify money management, such as MoneyCenter, a free account consolidation and • the leader in online financial information in management service, including accounts with several France and Germany with the websites banks, launched in France in 2010), transparency www.boursorama.com and www.onvista.de. (free debit card and 15 types of no-fee transactions), and quality (advisors available until 10.00 p.m. and International Retail Banking secure transactions). For more than a decade, International Retail Banking Boursorama operates in four countries (France, has implemented a universal banking model tailored Germany, the United Kingdom and Spain) as: to local conditions and requirements. International Retail Banking has continued to expand through • a key player in online banking in France under targeted acquisitions and organic growth. Today, it the Boursorama Banque brand via the website holds leading positions in its regions of operation www.boursorama-banque.com, with a full such as Central and Eastern Europe (including range of innovative and efficient banking Russia), the Mediterranean Basin, Northern Africa, solutions ranging from conventional banking Sub-Saharan Africa and the French Overseas products to investment products such as territories. Drawing on its range of innovative UCITS and life insurance vehicles. This offer products and services and the partnership it has is also available in Germany under the Onvista developed with its customers, International Retail Bank brand, and in Spain (2009) and the Banking is helping to finance the economies of all the United Kingdom (2011) under the SelfBank regions in which it has developed its activity. brand. In 2012, Boursorama Banque was However, 2012 was marked by three major events. In voted “Best Online Bank” (L’internaute.com, response to the deteriorated situation in Greece, and March 2012) and was again ranked “Most against the backdrop of the consolidation of the Affordable Bank” in three of the four Greek banking sector, the Group sought to find an categories defined by Le Point magazine alternative, forward-looking strategy. The Group (April 2012). Boursorama Bank was also therefore sold its entire 99.08% stake in its Greek voted “Most Affordable Bank” by Capital subsidiary Geniki to Piraeus Bank in December 2012. magazine and Le Monde Argent in February In addition, the Group received interest from Qatar 2013 (according to the “executive” profile of National Bank (QNB) to acquire its majority stake Capital and the “employee” and “executive” (77.17%) in its Egyptian subsidiary, National Societe profiles of Le Monde Argent). The success of Generale Bank (NSGB). The Group accepted QNB’s the online banking offer (nearly 60,000 offer which valued NSGB’s total capital at twice the current accounts opened in 2012) was boosted book value of its capital as at September 30, 2012. by users of the boursorama.com website, the Lastly, the Group began streamlining its activities in leading financial and economic news website Russia by selling its Byelorussian subsidiary and its with a daily average of 560,000 unique collections activity. visitors, and the 13th most visited site in France according to the OJD (January 2013).

Despite this difficult environment, the Group’s Interest in the Russian market was already evident in fundamental international strategy is intact. 1993 when the Group obtained a bank licence in International Retail Banking’s activity is centred on Russia for BSGV, and with the development of a three strategic areas: targeted development in high- universal banking entity from 2003. The presence of potential countries, the creation of a top-ranked International Retail Banking was strengthened by the player in Russia and stepped-up growth in regions acquisition of DeltaCredit in 2005 and, more with growing potential for banking facilities. importantly, by taking a 20% stake in Rosbank, the largest privately owned network in the country, in The robust performance of business indicators 2006. All activities in this country are currently confirms the relevance of the strategic choices supervised by one legal entity (merger of Rosbank International Retail Banking has made. At end-2012, and BSGV), which is 82.4%-owned by Societe its outstanding loans stood at EUR 62.8 billion Generale. This universal banking base covers all (excluding Greece and Egypt), i.e. +3.2%(1) over the individual and business markets by pooling support year. Deposits reached EUR 61.9 billion (excluding functions and drawing on the expertise of specialised Greece and Egypt), i.e. +2.1%(1) over the year. The entities (consumer credit, housing loans, leasing and network totals more than 3,750 branches in 36 corporate and investment banking via a joint venture countries and 38 subsidiaries, serving about 14.0 with SG CIB). Today, SG Russia is the number one million customers (individuals, businesses, privately owned network in Russia in terms of institutions and associations) and over 57,800 outstanding loans to individuals, and the third-largest employees. With income of EUR 4,943 million in in terms of the number of branches. 2012, the division accounted for nearly 21% of Group income in 2012 versus slightly more than 12% The two Group subsidiaries in Slovenia and ten years ago. Montenegro were voted “Bank of the Year 2012” by The Banker Magazine. This award recognises banks At the very heart of the Group’s development abroad, which have risen to the challenges of the economic International Retail Banking’s operations in Central environment with unprecedented discipline, thanks and Eastern Europe began with the acquisition of their innovative spirit and effective management that benefited their customers. BRD in Romania in 1999, followed by Komerčni Banka (KB) in the Czech Republic in 2001. Societe In all, the Group operates in 13 countries in Central Generale expanded its geographic coverage in the and Eastern Europe (including Russia), with total region with acquisitions in Croatia and Georgia in outstandings of EUR 45.0 billion in loans and EUR 2006, followed by Moldavia, Albania and Macedonia 46.1 billion in deposits. in 2007.

In the Mediterranean Basin, the Group first In Romania, BRD remains the market leader in terms established a presence in Morocco (1962), followed of privately owned networks, with 915 branches and by Lebanon (1969), Algeria (1999) and Tunisia market share of around 15% in loans and deposits. (2002). Today, the network totals 7 entities including a presence in Egypt, Jordan and Cyprus, acquired in In the Czech Republic, KB is ranked the third bank in 2010 by Societe Generale de Banque au Liban. The the country in terms of balance sheet size and was network has 838 branches and an individual customer awarded the prestigious title of “Bank of the Year base of more than 2,550,000. At December 31, 2012, 2012” for the fifth time in 11 years of existence of the outstanding deposits totalled EUR 8.0 billion(2) and Fincentrum awards. outstanding loans EUR 8.2 billion(1), mainly driven by its subsidiaries in Morocco, where the Group is

ranked fourth in private banking. The Group recently received the “2012 Banking Awards” award from

Intercontinental Finance Magazine for “quality of (1) Adjusted for changes in Group structure and at constant customer service and commercial achievements”. The exchange rates. Group entities in Sub-Saharan Africa posted strong (2) Data excluding Egypt. growth in their customer base (+8.8% in the customer

portfolio over the year) and branch network (+21 The business line’s ambition is to be among the branches in one year). leading euro zone corporate and investment banks, adopting a model balanced between businesses and Corporate and Investment Banking regions, while at the same time continuing to transform its model in order to improve its operating With nearly 10,000(1) employees in 34 countries, efficiency and risk profile and, as its main objective, Societe Generale Corporate & Investment Banking to always offer the best customer service. In a highly (SG CIB) is present on the main financial markets in competitive environment, SG CIB increased its the Group’s regions of operation, with extensive market share across the entire sector, reaching 3.7%(2) European coverage and representative offices in the out of a panel of 15 banks at end-September 2012 (vs. Central and Eastern Europe, Middle East and Africa, 2.8% in 2007). Americas and Asia-Pacific regions. The business line offers its customers bespoke financial solutions In order to strengthen its positions and facilitate combining innovation, advisory services and high cross-selling, SG CIB is organised around two execution quality in three areas of expertise: divisions: investment banking, financing and market activities. • Global Markets combines the “Equities” and “Fixed Income, Currencies and Commodities” • SG CIB offers its issuer clients (large market activities on a single and global corporates, financial institutions, sovereigns Markets Platform, to offer a multi-product and the public sector), strategic advisory view and optimised cross-asset solutions; services on their development as well as market access to finance this development; • Financing and Advisory covers strategic hedging activities for major clients, mergers & • SG CIB also offers services for investors acquisitions advisory services, as well as managing savings investments according to global finance activities combining structured set risk/return targets. Whether they are asset financing, export or project finance, fund- managers, pension funds, family offices, raising (debt or equity), financial engineering hedge funds or sovereign funds, public and hedging solutions for issuers. agencies, private banks, insurance companies or dealers, the bank provides comprehensive Global Markets access to equity, credit, foreign exchange, commodity and alternative investment To assist its clients in an environment where financial markets as well a range of unique cross-asset markets are increasingly interconnected, SG CIB has solutions and advisory services, drawing on united its experts – financial engineers, salespeople, top market expertise. traders and specialist advisors – within an integrated platform providing global access to the equity, fixed income, credit, forex, commodity and alternative investment markets. SG CIB’s experts use all of these underlyings to offer bespoke solutions, suited to the (1) Excluding temporary staff, measured in full-time specific needs and risks of each client. equivalent (FTE). (2) Based on income excluding non recurring items, Panel EQUITIES consisting of JP Morgan, Citibank, Goldman Sachs, Morgan Stanley, Bank of America, Nomura, Deutsche Thanks to its historic presence on all the world’s Bank, UBS, Crédit Suisse, Barclays Capital, HSBC, major primary and secondary equity markets and its RBS, BNP Paribas, CA CIB, SG CIB; in 2007, the long-standing tradition of innovation, SG CIB is a panel also involved Bear Stearns, Merrill Lynch and leader in a comprehensive range of varied solutions Lehman Brothers. covering every cash, derivative and equity research activity.

• Equity derivatives are one of SG CIB’s areas revenue optimisation needs, and have also of excellence. For several years, SG CIB has been regularly recognised. Once again, SG received awards for its expertise, which is CIB gained recognition in this field in 2012 by recognised both by the banking profession and earning first place in “Security clients. Once again this year and for the fourth Lending/Borrowing in Euros” (Risk time in five years, SG CIB was named “Most Interdealer Rankings September 2012). Innovative Investment Bank for Equity Derivatives” (The Banker, October 2012) and • Commodities: with 20 years of experience, was ranked number one in the “Global SG CIB is a major player on the energy Provider in Equity Derivatives” ranking (Risk markets (oil, refined products, natural gas, Interdealer Rankings and IFR, 2012). The coal, carbon emissions, liquified natural gas, bank’s leadership in this field is also etc.), metals (base and precious) and has illustrated by its top ranking in flow activities: developed an agricultural commodities offer with market share of 12.6% at end-2012, the targeting producers. SG CIB is active with bank is the number one global player in businesses and institutional investors, warrants. It has also maintained its number providing them with hedging and investment three ranking on the European ETF (Exchange solutions. As a category 1 member of the Traded Funds) market, with market share of London Metal Exchange, SG CIB also offers 12.1%. clearing and execution services for futures and options contracts. In 2012, SG CIB was • Lyxor Asset Management, a wholly-owned recognised as the “Base Metals House of the subsidiary of Societe Generale, boasts a wide Year” and “European Natural Gas House of range of innovative and high-performance the Year” (Energy Risk, May 2012). investment products and services enabling it to offer structured, index fund and alternative Moreover, SG CIB has continued to develop its management solutions. In 2012, Lyxor’s business by forming a Cross-Asset Research team managed account platform received seven comprised of analysts all over the world to carry out awards from leading hedge fund publications many thematic and multi-product analyses covering including “Best Managed Account Platform” all asset classes. These analyses are used to decipher (Hedge Week Awards, March 2012, and market trends and develop market strategies, and are Hedge Funds Review European FoHF Awards, an excellent decision-making tool for investors, and November 2012. At December 31, 2012, as such regularly receive awards. In 2012, Societe Lyxor’s assets under management totalled Generale was named “Best Overall Trade Ideas” EUR 75.4 billion. and “Best Overall Credit Strategy” in the fixed income research poll (Euromoney, June 2012). FIXED INCOME, CURRENCIES AND • Financing and Advisory COMMODITIES

The Financing and Advisory division unites the Fixed income activities cover a comprehensive range Coverage & Investment Banking and Global Finance of products and services ensuring the liquidity, activities. pricing and hedging of risks related to the fixed income, forex and commodity activities of SG CIB’s COVERAGE & INVESTMENT BANKING clients. The Coverage & Investment Banking teams offer • Fixed income and currencies: the fixed their clients, which include businesses, financial income and currencies teams, based in institutions and the public sector, an integrated, London, Paris, Madrid and Milan as well as comprehensive, tailor-made approach based on: the United States and the Asia-Pacific region, offer a wide range of flow and derivative • extensive strategy advisory services, covering products. They provide Societe Generale’s mergers and acquisitions and Initial Public clients with personalised solutions to meet Offering structuring, as well as debt and capital asset and liability, risk management and

restructuring and Asset and Liability • Legacy assets Management; and Assets made illiquid as a result of the credit crisis, • access to optimised fund-raising solutions, because of their nature (certain CDOs -Collateralised notably through the creation of joint ventures Debt Obligations of RMBS -Residential Mortgage with Global Finance and Market Activities. Backed Securities, RMBS, CMBS -Commercial Mortgage Backed Securities and other European and GLOBAL FINANCE US ABS -Asset backed Securities from 2008-2009 or Australian ABS, etc.) or their structure (assets hedged The Global Finance teams rely on global expertise by monolines, exotic credit derivatives, etc.) are no and sector knowledge to provide issuer clients with a longer in line with the bank’s strategic objectives and comprehensive offering and integrated solutions in risk profile. They were identified in 2008 and have three key areas: fund-raising, structured financing been ringfenced and entrusted to a dedicated team, and hedging of interest rate, foreign exchange and responsible for managing them until they are run off. inflation risks. This team implements diversified strategies (selling, portfolio restructuring, setting up hedges, etc.) to The capital, debt and equity fund-raising solutions optimise exit conditions, in accordance with the risk offered by SG CIB are made possible by its capacity to offer issuers access to all of the global markets and reduction target and the objective of reallocating to create innovative strategic financing and resources to Corporate and Investment Banking’s acquisition or LBO financing solutions. strategic activities. It is subject to a specific governance approach optimising interaction between SG CIB’s holds a leading position on the equity the Corporate and Investment Banking, Risk and capital markets (No. 2 in “Equity, Equity-Related Finance Divisions. To facilitate the reading and Issues in France”, according to Thomson Reuters, understanding of Corporate and Investment December 2012). Banking’s performance, the income generated from these legacy assets is disclosed separately from the SG CIB offers its clients its structured financing income generated by CIB’s core activities. expertise in many sectors: natural resources and energy, international trade, infrastructure and assets. In 2012, the size of the portfolio was halved, Against a backdrop of growing disintermediation and shrinking from EUR 17 billion at December 31, 2011 given new forthcoming regulations, SG CIB has to EUR 8.8 billion at end- 2012 (of which EUR 3.1 begun its repositioning with, notably, the billion in non-investment grade assets and EUR 5.7 strengthening of distribution capacities and a billion in money-good assets). reduction in businesses that do not generate significant synergies. Specialised Financial Services and Insurance

The Group continued to roll out its “Originate-to- The Specialised Financial Services and Insurance Distribute” model in 2012, carrying out significant Division comprises a set of specialised businesses transactions such as the issue of Project Bonds for able to meet the specific needs of businesses and Dolphin Energy, the private placement of Lactalis individual customers alike in France and abroad. It bonds and the funding of the SNAM split-off (Società offers life, non-life and personal protection insurance Nazionale Metanodotti). The Group also set up a products (Societe Generale Insurance), vendor and partnership with Axa to launch a new funding offer equipment financing solutions for professionals for French businesses. (Societe Generale Equipment Finance), a wide range of consumer loans (Societe Generale Consumer In 2012, Trade Finance named SG CIB “Best Global Finance) as well as financing and management Export Finance Arranger” for the 11th consecutive solutions for automobile fleets (ALD Automotive). It year and “Best Commodity Finance Bank” for the operates in 45 countries and is backed by the skills of fourth consecutive year. 27,000 employees.

Specialised Financial Services and Insurance are specialised businesses that complement the Group’s

universal banking services, with which it generates Boursorama. Internationally, the year saw the start of significant synergies, while at the same time the payment protection insurance activity in Poland, diversifying their distribution networks through such in partnership with Eurobank, and the launch of a mechanisms as partnerships and business introducer new non-life insurance activity in Italy, in partnership agreements. with ALD Automotive. Furthermore, the successful marketing of automobile insurance in Russia led to At year-end 2012, the division totalled EUR 51 the addition of home insurance to the offer. billion in assets under management (including Throughout all these developments, constant servicing), of which 90% in Europe, which is the consideration is given to customer satisfaction, as main base of operations and where it holds strong shown by the awards that Societe Generale Insurance positions. regularly receives from the specialised press for the quality of its customer products and services. • Insurance (SGI) • Vendor and equipment finance (SGEF) Societe Generale Insurance, the Group’s insurance business line, covers the needs of individual, Societe Generale Equipment Finance is specialised in professional and business customers for life insurance vendor and professional equipment finance. This investment solutions, retirement savings schemes, business is conducted through partnership agreements health insurance, personal protection and non-life with business introducers (professional equipment insurance. manufacturers and distributors), banking networks and directly. Societe Generale Equipment Finance The business line employs some 2,000 people in 17 develops its expertise in three major sectors: transport, countries. industrial equipment and high-tech.

In accordance with an integrated bank insurance As the leading company in Europe and number three model, the life and non-life insurance companies of worldwide, SGEF operates in 21 countries, employs Societe Generale Insurance offer the Group’s French 3,000 people and manages a portfolio of EUR 22 and international networks a full range of insurance billion outstandings. It has a diverse customer base, products and services in six product categories: life ranging from large international companies to SMEs, insurance investment solutions, retirement savings to which it offers a varied range of products schemes, personal protection (including health (financial leasing, loans, leasing, purchase of insurance), payment protection insurance and receivables, etc.) and services (insurance, truck collective protection, non-life insurance and various leasing with services). risks. Societe Generale Equipment Finance was again In 2012, while continuing to roll out its bank recognised by Leasing Life Magazine in 2012 by insurance strategy, Societe Generale Insurance being named “European Lessor of the Year” and demonstrated the solidity of its set-up with a record “SME Champion of the Year”. level of assets under management and by maintaining its market share in life insurance solutions. It also • Consumer finance (SGCF) stepped up its focus, initiated in recent years, on promoting personal protection and non-life products, Societe Generale Consumer Finance manages the for which business is booming in both France and Group’s consumer finance activities. The business abroad. offers multi-product financing solutions for individual customers and partners: car loans available at dealerships and in-store financing, direct financial Societe Generale Insurance continued to develop solutions for individual customers (via point-of-sale synergies with the Group’s distribution network. In networks, business introducers or by using customer France, the core business finalised the internalisation prospect databases) and servicing for the Group’s of payment protection insurance for consumer and retail banking networks. revolving credit from Crédit du Nord and Franfinance, the Group’s consumer finance subsidiary, and SGCF is active in 19 countries, employs some 18,000 launched a new credit insurance offer with people and manages EUR 29 billion in outstanding

loans. In automobile financing, thanks to the Societe Generale Private Banking operates in 17 consolidation of its competitive position and stronger countries. In the past few years it has expanded its partnerships with manufacturers, the business is business in France and the United Kingdom by ranked number two in France and Germany, and opening regional centres for high net worth number three in Russia. individuals. Societe Generale Private Banking is also active in fast-growing regions in the Middle East and PRIVATE BANKING, GLOBAL INVESTMENT Asia and strives to attract emerging country clientele AND MANAGEMENT SERVICES by setting up teams dedicated to Russian, Latin American, Arab, Indian and African clients. The Global Investment Management and Services (GIMS) encompasses Private Banking with Societe The division is increasing synergies with all the other Generale Private Banking, Asset Management with business lines of the Societe Generale Group, Amundi and TCW, and lastly, Securities Services with Societe Generale Securities Services and including the French Networks, International Retail derivatives brokerage with Newedge. . Banking, Specialised Financial Services, Corporate and Investment Banking and Securities Services. On August 9, 2012, Societe Generale announced that it had agreed to sell its stake in TCW to Carlyle The know-how and expertise of its employees make Groupe and TCW’s Management. This transaction Societe Generale Private Banking a major player in was completed on February 6, 2013 and is a new step wealth management that is recognised worldwide, as in the implementation of Societe Generale’s evidenced by the awards handed out in 2013 for transformation plan to focus its resources on its core 2012 by Euromoney for “Best Private Bank in businesses and simplify its structure. France” for the second time in three years, and “Best Private Bank for Structured Products in Europe” for At year-end 2012, the division’s assets under the eighth year running. It was also named “Best management, excluding assets managed by Lyxor Private Bank in Luxembourg” and “Best Private Asset Management (a subsidiary consolidated within Bank in the Middle East” (by PWM/The Banker and Corporate and Investment Banking’s Global Markets The Banker Middle East for 2012, respectively). business line) and customer assets managed directly by the French Networks, amounted to EUR 86 billion At December 31, 2012, the Private Banking business for Private Banking and EUR 107 billion for Asset Management. Assets under custody continued to rise, line posted income of EUR 757 million for the full reaching EUR 3,449 billion, thus bolstering the year. Group’s positioning as No. 2 among European custodians. For full year 2012, the division posted • Asset Management income of EUR 2,160 million. Following the sale of TCW, Societe Generale will

• Private Banking conduct its asset management business primarily through Amundi, which is 25%-held by Societe Ranked among the world’s leaders in Private Generale and 75%-held by Credit Agricole S.A. Banking, the Societe Generale Private Banking business line offers wealth management services to Operational since January 1, 2010, Amundi is the high net worth clients with a financial net worth of result of the merger of the CAAM and SGAM more than EUR 1 million, drawing on the expertise of businesses, with Societe Generale contributing its its specialists in wealth engineering and investment fundamental management, private equity and financial advisory services. management and property management activities. This entity offers a comprehensive range of products covering all asset classes and the major currencies. At December 31, 2012, Societe Generale Private Amundi offers investment solutions to meet the needs Banking employed 2,500(1) people and totalled EUR of more than 100 million individual customers 86 billion in assets under management. throughout the world and designs innovative, effective and bespoke solutions for institutional

clients suited to their business and risk profile. With (1) Measured in full-time equivalent (FTE). the support of two major banking groups (Crédit Agricole and Societe Generale), Amundi ranks No. 2

in Continental Europe and among the world’s top • transfer agent activities. nine asset management companies (IPE Ranking “Top 400 asset managers active in the European With EUR 3,449 billion in assets under custody at marketplace”, June 2012) with more than EUR 727 year-end 2012, SGSS ranks No. 7 among global billion in assets under management at December 31, custodians and No. 2 in Europe. It also offers 2012. depository services to 3,252 mutual funds and provides the valuation of 3,904 mutual funds totalling Securities Services EUR 456 billion in assets under administration. SGSS manages and values 35,000 complex product SECURITIES BUSINESS positions and is a European leader in stock option plan administration. With 28 operations around the world employing more than 4,000 people, Societe Generale Securities SGSS provided further evidence of the expertise of Services (SGSS) offers a comprehensive range of its teams and its ability to implement innovative cutting-edge services following the latest trends in projects when it was named “Fund Administrator of the financial markets as well as regulatory changes, the Year” at the Global Investor 2012 awards including the following: ceremony.

• clearing services, combining the DERIVATIVES BROKERAGE sophisticated and flexible management of securities back-office sub-contracting Newedge, a 50/50 joint venture between Societe solutions with a clearing service range that Generale and Crédit Agricole CIB, is the result of the leads the market; merger of two brokerage specialists, Fimat and Calyon Financial. Newedge offers its clients a highly • the custody and depository bank activity, extensive and innovative range of clearing and which provides financial intermediaries execution services for listed derivative contracts (in (commercial and private banks, brokers and financial instruments and commodities) and OTC investment banks, global custodians) and contracts (over-the-counter interest rate, foreign institutional investors (asset managers, insurers and mutual insurance companies, exchange, equity, index and commodities). pension schemes and pension funds, national and supranational institutions) with local and With a strong presence in North America, Europe and international custody services, covering all Asia, Newedge offers its clients a single point of asset classes; entry for access to more than 85 financial markets worldwide. This extensive international presence • fund administration and asset servicing allows Newedge to handle substantial volumes and, services manage the valuation and middle with a market share of 11.8%, to position itself as a office operations for complex derivative leading Futures Commission Merchant player in the products (OTC and structured) and calculate United States. the performance and the risk related to portfolios for promoters of mutual funds, asset Board of Directors and Management management and investment companies, banks and institutional investors; Pursuant to Article 7 of the Guarantor’s by-laws (the “By-laws”), the business affairs of the Guarantor are • issuer services, comprising primarily the administered by the Board of Directors, which is administration of stock option plans or free composed of at least nine and no more than thirteen share plans, the management of registered securities accounts, financial services, and the Directors elected by the shareholders and two organisation of Annual General Meetings; Directors elected by the employees of the Guarantor. The Directors elected by the shareholders are • liquidity management services (cash and appointed for a maximum term of four years. The securities) provide flow optimisation solutions Directors representing the employees are elected in ranging from securities lending/borrowing to compliance with the By-laws and in compliance with the hedging of forex risk; the provisions of the articles L.225-27 to L.225-34 of the French Commercial Code. They are appointed for a term of three years.

The Board of Directors elects a Chairman from Robert CASTAIGNE among its natural person and sets the duration of his (Date of birth: 27 April 1946) term of office, which may not exceed that of his term Independent Director, Member of the Audit, Internal of office as Director. The general management of the Control and Risk Committee. Group is the responsibility of either the Chairman of Company Director. the Board of Directors, or any other individual appointed by the Board of Directors to act as Chief Michel CICUREL Executive Officer. The Board of Directors chooses (Date of birth: 5 September 1947) between the two general management structures. The Independent Director, Member of the Nomination Board of Directors sets the duration of the Chief and Corporate Governance Committee and the Executive Officer’s term, which may not exceed that Compensation Committee. of the dissociation of functions of Chairman and Chairman of the Management Board of La Chief Executive Officer nor, where applicable, the Compagnie Financiere Edmond de Rothschild and term of his Directorship. On recommendation by the of Compagnie Financiere Saint-Honore. Chief Executive Officer, the Board of Directors can appoint up to five persons to assist the Chief Jean-Martin FOLZ Executive Officer, who shall have the title of Co- (Date of birth: 11 January 1947) Chief Executive Officer. Independent Director, Chairman of the Nomination Censeurs and Corporate Governance Committee and the Compensation Committee. On the proposal of the Chairman, the Board of Company Director. Directors may appoint one or two non-voting directors or censeurs. Non-voting directors are Kyra HAZOU convened and attend Board of Directors’ meetings in (Date of birth: 13 December 1956) a consultative capacity. Independent Director.

Information on the Board of Directors, the Non- Jean-Bernard LEVY voting director, the Executive Committee and the (Date of birth: 18 March 1955) Group Management Committee of the Guarantor is Independent Director. set out below. Chairman and Chief Executive Officer of THALES.

Board of Directors Ana Maria LLOPIS RIVAS (Date of birth: 5 August 1950) The members of the Board of Directors of the Independent Director. Guarantor as at 1 January 2013 are as follows: Founder, Chairman and Chief Executive Officer of Ideas4all. Frédéric OUDEA (Date of birth : 3 July 1963) Elisabeth LULIN Member of the Nomination and Corporate (Date of birth: 8 May 1966) Governance Committee. Independent Director, Member of the Audit, Internal Chairman and Chief Executive Officer. Control and Risk Committee. Founder and Chief Executive Officer of Paradigmes Anthony WYAND Et Caetera. (Date of birth: 24 November 1943) Chairman of the Audit, Internal Control and Risk Gianemilio OSCULATI Committee, Member of the Nomination and (Date of birth: 19 May 1947) Corporate Governance Committee and the Independent Director, Member of the Audit, Internal Compensation Committee. Control and Risk Committee. Vice-Chairman of the Board of Directors. Chairman of Valore SpA. Company Director.

Nathalie RACHOU Frédéric OUDEA (Date of birth: 7 April 1957) Chairman and Chief Executive Officer Independent Director, Member of the Audit, Internal Control and Risk Committee. Séverin CABANNES Founder and Chief Executive Officer of Topiary Deputy Chief Executive Officer Finance Ltd. Jean-François SAMMARCELLI Yann DELABRIERE Deputy Chief Executive Officer (Date of birth: 19 December 1950) Independent Director, Chairman and Chief Executive Bernardo SANCHEZ INCERA Officer of FAURECIA Deputy Chief Executive Officer

Thierry MARTEL Bertrand BADRE (1) (Date of birth : 25 October 1963) Group Chief Financial Officer Chief Executive Officer of GROUPAMA Caroline GUILLAUMIN Béatrice LEPAGNOL Head of Group Communication (Date of birth: 11 October 1970) Director elected by employees. Didier HAUGUEL Private Client Advisor at the EAUZE Branch Head of Specialised Financial Services and Insurance and Group Chief Country Officer for Russia France HOUSSAYE (Date of birth: 27 July 1967) Edouard-Malo HENRY Director elected by employees. Head of Group Human Resources Manager of the Rouen Palais de Justice Branch. Jean-Luc PARER Non-voting Director Head of International Retail Banking

Kenji MATSUO Françoise MERCADAL-DELASALLES (Date of birth: 22 June 1949) Group Head of Corporate Resources and Innovation Chairman of Meiji Yasuda Life Insurance. Directors whose mandate expires in 2013 Benoit OTTENWAELTER Group Chief Risk Officer Jean-Bernard LEVY (Date of birth: 18 March 1955) Jacques RIPOLL Independent Director. Head of Private Banking, Global Investment Chairman and Chief Executive Officer of THALES Management and Services

Elisabeth LULIN Patrick SUET (Date of birth: 8 May 1966) Corporate Secretary and Group Chief Compliance Independent Director, Member of the Audit, Internal Officer Control and Risk Committee. Founder and Chief Executive Officer of Paradigmes Didier VALET Et Caetera. Head of Corporate and Investment Banking

Executive Committee Group Management Committee

The Executive Committee of the Guarantor as at 3 The Group Management Committee of the Guarantor January 2013 comprised the following members: as at 20 January 2013 is as follows:

Frédéric Oudéa Pascal Augé Chairman and Chief Executive Officer Deputy Head of Global Transaction and Payment Services Séverin Cabannes Deputy Chief Executive Officer Albert Bocle Head of Sales and Marketing of Societe Generale

Retail Banking in France Jean-François Sammarcelli

Deputy Chief Executive Officer Henri Bonnet Chairman of the Management Board of Komerčni Bernardo Sanchez Incera Banka and Group Country Head for the Czech Deputy Chief Executive Officer republic and Slovakia

Bertrand Badré (1) François Boucher Group Chief Financial Officer Head of Information Systems and Process Automation of Retail Banking in France Caroline Guillaumin Head of Group Communication Gilles Briatta Deputy Group Corporate Secretary

Didier Hauguel Marie Cheval Head of Specialised Financial Services and Insurance Head of Global Transaction and Payment Services

Edouard-Malo Henry Véronique de La Bachelerie Head of Group Human Resources Chief Financial Officer of Retail Banking in France

Jean-Luc PARER Pierre-Yves Demoures Head of International Retail Banking Deputy Head and Chief Operating of International Retail Banking Françoise Mercadal-Delesalles Head of Group Corporate Resources and Innovation Marie Christine Ducholet Chief Executive Officer of Societe Generale Benoit Ottenwaelter Equipment Finance Group Chief Risk Officer Mohamed El Dib Jacques Ripoll Chief Executive Officer of NSGB Bank (Egypt) Head of Global Investment Management & Services Dan Fields Patrick Suet Head of Global Markets, Corporate & Investment Corporate Secretary and Group Chief Compliance Banking Officer Ian Fisher Didier Valet Head of Corporate and Investment Banking and Head of Corporate & Investment Banking Group Country Head for the United Kingdom

Thierry Aulagnon Olivier Garnier Head of Coverage and Investment Banking, Group Chief Economist Corporate & Investment Banking Vladimir Golubkov Philippe Aymerich Chief Executive Officer of Rosbank Chief Executive Officer of Crédit du Nord (Russia)

Alain Benoist Head of Group Processes & Information Systems

Donato Gonzalez-Sanchez Craig Overlander Head of Corporate and Investment Banking and Chief Executive Officer Societe Generale Americas Group Country Head for Spain and Portugal Pierre Palmieri Laurent Goutard Head of Global Finance, Corporate & Investment Head of Societe Generale Retail Banking in France Banking

Jean-Marc Giraud Jean-Louis Mattéi Head of Group Internal Audit Special Advisor for the General Management

Eric Groven Philippe Perret Deputy Head of Societe Generale Retail Banking in Chairman and Chief Executive Officer of Sogecap France and Head of the Insurance business line

Philippe Heim Philippe Lhotte Deputy Group Chief Financial Officer and Head of Chairman and Chief Executive Officer of Banque Group Strategy Roumaine de Developpement

Xavier Jacquemain Anne Marion-Bouchacourt Deputy Head of Group Human Resources Group Chief Country Officer for China

Arnaud Jacquemin Alexandre Maymat Deputy Group Chief Risk Officer Deputy Head of International Retail Banking

Slawomir Krupa Jean-François Mazaud Deputy Head of Global Finance & Head of Corporate Head of Private Banking & Investment Banking for the Central and Eastern Europe, Middle East and Africa region. Bruno Prigent Christophe Leblanc Head of Societe Generale Securities Services Chief Operating Officer, Corporate & Investment Banking Sylvie Remond Deputy Head of Group Risk Diony Lebot Deputy Head of Coverage and Investment Banking & Gianluca Soma Head of Corporate & Investment Banking for the Deputy Head of International Retail Banking, Chief Euro region Executive Officer of Societe Generale Consumer Finance, and Head of Consumer Credit business line Mike Masterson Chief Executive Officer of ALD International and Marc Stern Head of the Operational Leasing and Car Fleet Chief Executive Officer of TCW and Head of Global Management business line Investment management & Services in the United States Inès Mercereau Chairman and Chief Executive Officer of Catherine Théry Boursorama Head of Group Internal Control Coordination

Christophe Mianné The business address of each of the above-mentioned Deputy Chief Executive Officer, Corporate & individuals is at 29, boulevard Haussmann, 75009, Investment Banking Paris, France.

Hikaru Ogata Chief Executive Officer for the Asia Pacific region, (1) As of March 1, 2013 Bertrand Badré was replaced by Corporate & Investment Banking Philippe HEIM

Auditors Financial Information of the Guarantor

In accordance with French law, the Guarantor is The Guarantor’s consolidated financial statements as required to have two statutory auditors (commissaires at and for the year ended 31 December 2012 prepared aux comptes) and two substitute statutory auditors. in accordance with IFRS as endorsed by the European Union as of 31 December 2012 are As at the date of this document, the statutory auditors included in Appendix 4 and have been audited in are: accordance with French auditing professional standards by Ernst & Young et Autres and Deloitte & • Cabinet Ernst & Young et Autres (represented Associés as stated in their auditors' report dated 4 by Isabelle Santenac) of 1/2, place des Saisons, March 2013 included therein. 92400 Courbevoie – Paris-La Défense 1, France; and Any interim and/or quarterly unaudited reports will be reproduced in the relevant supplemental listing • Société Deloitte & Associés (represented by document(s) or in an addendum to the Base Listing Jean-Marc Mickeler) of 185, avenue Charles- Document. All these reports are available for de Gaulle, 92524 Neuilly-sur-Seine cedex, inspection at the address specified in section 1 France. (Important Information) on page 4 of this document.

General Meetings of Shareholders

The annual general meeting of shareholders is convened and held as provided by legal provisions in force.

Being a credit institution, the Guarantor is obliged by virtue of Article 8 of French décret no 84-708 of 24 July 1984 to submit its annual financial statements at the general meeting of shareholders before 31 May of each year, unless otherwise authorised by the Autorité de Contrôle Prudentiel (French Prudential Supervisory Authority).

Share capital

At 31 December 2012, the registered and fully-paid capital of the Guarantor are EUR 975,341,534 divided into 780,273,227 ordinary shares with a nominal value of EUR 1.25 each.

Risk Management Policies

Appendix 4 to this document contains a reproduction of the description of the Guarantor’s risk management policies.

Capitalisation of the Guarantor

The following table sets out the Guarantor’s capitalisation as at 31 December 2012 and 31 December 2011, as adjusted to give effect to the issuance of additional debt by the Guarantor since such dates.

Except as set out below, there has been no material change in the Guarantor’s capitalisation since 31 December 2012.

31 December 2012 31 December 2011 (EUR millions) (EUR millions) Medium and long-term debt (2) (3) - denominated in Euros 22 28 - denominated in other currencies (4) 23 34 SUB TOTAL 45 62

Long-term subordinated debt and notes - denominated in Euros 6,257 9,045 - denominated in other currencies (4) 1,111 1,878 SUB TOTAL 7,368 10,923 TOTAL 7,413 10,985

Shareholders' equity and undated subordinated loans and capital notes - Undated subordinated capital notes 7,344 6,686 - Common stock 975(1) 970 - Additional paid-in capital and retained earnings 28,022 26,937 TOTAL 36,341 34,593 TOTAL CAPITALISATION 43,754 45,578

(1) Since June 2012, the Guarantor's fully paid-up capital is made up of 780,273,227 shares with a nominal value of EUR 1.25 each amounted to EUR 975,341,534.

(2) In accordance with the French bank regulatory practice, the Guarantor's debt is classified depending on its initial term to maturity as short-term (less than one year), medium-term (one to seven years) and long- term (more than seven years). Medium- and long-term debt of the Guarantor, other than its long-term subordinated debt and undated subordinated capital notes, ranks equally with deposits.

(3) Includes only debt in the form of debt securities (obligations). In addition to debt securities, the Guarantor regularly sells to its customers term savings certificates (bons de caisse), most of which mature in five years, and certificates of deposit in varying maturities. These instruments have maturities similar to medium- and long-term unsubordinated debt and rank equally with such debt and deposits.

(4) Principal amounts of debt denominated in foreign currencies have been translated to Euros at the indicatory exchange rates for such currencies released by the Banque de France on 31 December 2012 (first column) and on 31 December 2011 (second column).

Rate of conversion : 31 December 31 December (Exchange rates 2012 2011 against EUR)

Exchange Rate AUD : 1.27120 1.27230 Exchange Rate USD : 1.31940 1.29390 Exchange Rate JPY : 113.61000 100.20000 Exchange Rate HKD : 10.22600 10.05100 Exchange Rate GBP : 0.81610 0.83530 Exchange Rate CAD : 1.31370 1.32150 Exchange Rate CHF : 1.20720 1.21560 Exchange Rate ZAR : 11.17270 10.48300 Exchange Rate CZK : 25.15100 25.78700 Exchange Rate DKK : 7.46100 7.43420

The issue of notes have no fixed maturity dates (although they may be redeemed at the Guarantor’s option), and the Guarantor may defer payment of interest on either issue in any year during which it does not declare a dividend. The issue of notes become due and payable upon the Guarantor’s liquidation, after all unsubordinated creditors have been paid in full.

Further Information

As a company whose shares are quoted on the Paris Stock Exchange, the Guarantor is required to make periodic and/or continuous disclosure obligations under the relevant listing rules of the Paris Stock Exchange.

Financial information and/or any major developments of the Guarantor including filings requested by the Paris Stock Exchange may be viewed from www.ir.socgen.com.

7. INFORMATION ABOUT THE LIQUIDITY PROVIDER

We and the Guarantor have appointed our affiliate, SG Securities (HK) Limited, as the liquidity provider (the “Liquidity Provider”) for the Structured Products. Both the Liquidity Provider and we are wholly owned subsidiaries of the Guarantor. The Liquidity Provider is a Stock Exchange participant and its conduct is therefore regulated by the Stock Exchange and the Securities and Futures Commission in Hong Kong.

Further information on the Liquidity Provider in relation to the Structured Products will be set out in the relevant supplemental listing document.

8. SALES RESTRICTIONS (b) at any time to legal entities which is a qualified investor as defined in the Prospectus Hong Kong Directive;

No person, unless permitted to do so under the (c) at any time to fewer than 100 or, of the securities laws of Hong Kong, may issue in or from Relevant Member State has implemented the Hong Kong any advertisement, invitation or listing relevant provisions of the 2010 PD Amending document relating to any of the Structured Products Directive, 150 natural or legal persons (other other than with respect to the Structured Products than qualified investors as defined in the intended to be disposed of to persons outside Hong Prospectus Directive) subject to obtaining Kong or in Hong Kong only to persons whose prior consent of the relevant dealer or dealers business involves the acquisition, disposal, or holding nominated by us for any such offer; or of securities, whether as principal or agent. (d) at any time in any other circumstances falling European Economic Area within Article 3(2) of the Prospectus Directive,

In relation to each Member State of the European provided that no such offer of Structured Products Economic Area which has implemented the referred to in (b) to (d) above shall require us or any Prospectus Directive (each, the “Relevant Member dealer to publish a prospectus pursuant to Article 3 of State”), with effect from and including the date on the Prospectus Directive or supplement a prospectus which the Prospectus Directive is implemented in pursuant to Article 16 of the Prospectus Directive. that Relevant Member State (the “Relevant Implementation Date”), no offer of any of the For the purposes of this provision, the expression an Structured Products which are the subject of the “offer of any of the Structured Products to the offering contemplated by this document as completed public” in relation to any Structured Products in any by the relevant supplemental listing document in Relevant Member State means the communication in relation thereto to the public in that Relevant Member any form and by any means of sufficient information State has been, or will be, made except for, with effect from and including the Relevant on the terms of the offer and the Structured Products Implementation Date, an offer of the Structured to be offered so as to enable an investor to decide to Products to the public in that Relevant Member State: purchase or subscribe the Structured Products, as the same may be varied in that Member State by any (a) if the supplemental listing document in measure implementing the Prospectus Directive in relation to the Structured Products specifies that Member State and the expression “Prospectus that an offer of those Structured Products may Directive” means Directive 2003/71/EC (and be made other than pursuant to Article 3(2) of amendments thereto, including the 2010 PD the Prospectus Directive in that Relevant Amending Directive, to the extent implemented in Member State (a “Non-exempt Offer”), the Relevant Member State), and includes any following the date of publication of a relevant implementing measure in the Relevant prospectus in relation to such Structured Member State and the expression “2010 PD Products which has been approved by the Amending Directive” means Directive 2010/73/EU. competent authority in that Relevant Member State or, where appropriate, approved in United Kingdom another Relevant Member State and notified to the competent authority in that Relevant Any invitation or inducement to engage in Member State, provided that such prospectus investment activity (within the meaning of section 21 has subsequently been completed by the of the Financial Services and Markets Act 2000 (as supplemental listing documents contemplating amended) (the “FSMA”)) in connection with the such Non-exempt Offer, in accordance with issue or sale of the Structured Products has only been the Prospectus Directive, in the period communicated or caused to be communicated and beginning and ending on the dates specified in will only be communicated or caused to be such prospectus or supplemental listing communicated in circumstances in which section document, as applicable and the Issuer has 21(1) of the FSMA does not or where applicable consented in writing to its use for the purpose would not, if we were not an authorised person, apply of that Non-exempt offer;

to us. All applicable provisions of the FSMA have its source, and any other U.S. person as such term is been complied, and will be complied, with respect to defined in Regulation S under the Securities Act. anything done by it in relation to any Structured Products in, from or otherwise involving the United Kingdom.

United States of America

The Structured Products are available only to investors who are located outside the United States, and who are non-U.S. person.

Each series of the Structured Products has not been, and will not be, registered under the Securities Act. The Structured Products, or any interests therein, may not at any time be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person or to others for offering, sale or resale in the United States or to any such U.S. person. Offers and sales of the Structured Products, or any interests therein, in the United States or to U.S. persons would constitute a violation of United States securities laws unless made in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom. The Issuer does not authorise any person to offer, sell, re-sell, transfer or deliver any of the Structured Products within the United States or to U.S. persons.

The Issuer and the Liquidity Provider or their affiliates shall not be obligated to recognise any resale or other transfer of the Structured Products made other than in compliance with these restrictions. Any transfer of the Structured Products to any person within the United States or any U.S. person shall be void ab initio. The Issuer and the Liquidity Provider may require any person within the United States or any US person to transfer the Structured Products immediately to a non-U.S. person in an offshore transaction pursuant to Regulation S.

As used herein, “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and “U.S. person” means any national or resident of the United States, including any corporation, partnership or other entity created or organised in or under the laws of the United States or of any political subdivision thereof, any estate or trust the income of which is subject to United States income taxation regardless of

9. OFFERING MECHANISM

The Structured Products will be offered by way of placing. Upon launch of each series of the Structured Products, the Guarantor will fully subscribe for the Structured Products in that series.

We, the Guarantor and SG Securities (HK) Limited (the “Placing Agent”) have entered into a Master Placing Agreement dated 2 May 2006 (as amended by the Amendment Agreement to Master Placing Agreement dated 2 June 2006) (together, the “Master Placing Agreement”) relating to the placing of the Structured Products for the issue of each series of Structured Products. We will execute a confirmation to the Placing Agent following the launch of each series of the Structured Products under the Master Placing Agreement. The Placing Agent undertakes to use its best efforts to procure placees for the Structured Products.

The Placing Agent may appoint brokers, both electronic brokers and traditional brokers (together, the “Brokers”) to distribute the Structured Products between the launch date and the listing of the relevant Structured Products. The Brokers and the number thereof who the Placing Agent may appoint may vary with each Structured Products issue, however and in any event, the Brokers will be persons licensed by the Securities and Futures Commission under the Securities and Futures Ordinance (Cap 571, The Laws of Hong Kong).

Following the listing of the Structured Products on the Stock Exchange, the Structured Products will be traded in the secondary market. Investors wishing to buy or sell the Structured Products will be able to trade with other investors in the Structured Products or trade through our Liquidity Provider for the Structured Products.

10. TAXATION

The information below is of a general nature and only a summary of the law and practice currently applicable under the laws of Hong Kong. The comments relate to the position of persons who are the absolute beneficial owners of the Structured Products and may not apply equally to all persons. If you are in any doubt as to your tax position on purchase, ownership, transfer or exercise of any Structured Product, you should consult your own tax advisers as to the Hong Kong or other tax consequences of the acquisition, ownership and disposition of Structured Products, including, in particular, the effect of any foreign, state or local tax laws to which you are subject.

Taxation in Hong Kong

Profits Tax

No tax is payable in Hong Kong by withholding or otherwise in respect of:

(a) dividends of any company;

(b) distributions of any trust authorised as a collective investment scheme by the Securities and Futures Commission under section 104 of the Securities and Futures Ordinance (Cap 571, The Laws of Hong Kong) or otherwise approved by the SFC which has issued the underlying units; and

(c) any capital gains, arising on the sale of the underlying securities or Structured Products, except that Hong Kong profits tax may be chargeable on any such gains in the case of certain persons carrying on a trade, profession or business in Hong Kong.

Stamp Duty

You do not need to pay any stamp duty in respect of purely cash settled Structured Products.

11. RISK FACTORS

Not all of the risk factors described below will be applicable to a particular series of the Structured Products. Please consider all risks carefully prior to investing in any Structured Products and consult your professional independent financial adviser and legal, accounting, tax and other advisers with respect to any investment in the Structured Products. Please read the following section together with the risk factors set out in the relevant supplemental listing document.

General risks in relation to us and the Guarantor the Structured Products or the Guarantor becomes insolvent or defaults on its obligations under the Non-collateralised structured products Guarantee, you can only claim as our or the Guarantor’s unsecured creditor regardless of the The Structured Products are not secured on any of performance of the underlying asset and you may not our or the Guarantor’s assets or any collateral. Each be able to recover all or even part of the amount due series of the Structured Products constitutes our under the Structured Products (if any). general unsecured contractual obligations and of no other person, and the Guarantee constitutes general Any downgrading of our rating or the Guarantor's and unsecured contractual obligations of the rating by rating agencies such as Moody’s Investors Guarantor and of no other person. Each series of the Service, Inc., New York or Standard & Poor’s Rating Structured Products will rank equally with our other Services, a division of The McGraw-Hill Companies, unsecured contractual obligations and the Inc. could result in a reduction in the value of the Guarantor’s unsecured and unsubordinated debt. At Structured Products. any given time, the number of the Structured Products issued by us which are outstanding may be No deposit liability or debt obligation substantial since we issue a large number of financial instruments on a global basis. We are obliged to deliver to you the Cash Settlement Amount under the Conditions of each series of the Repurchase of our Structured Products Structured Products upon the termination or expiry thereof, as the case may be. We do not intend Our Group may repurchase the Structured Products (expressly, implicitly or otherwise) to create a deposit from time to time in the private market or otherwise liability or a debt obligation of any kind by the issue at a negotiated price or at the prevailing market price of Structured Product. at our discretion. You should not make any assumption as to the number of Structured Products Conflicts of interest in issue for any particular series at any time. We, the Guarantor or our affiliates (the “SG Group”) Creditworthiness may engage in trading or hedging transactions involving the Underlying Assets or other derivative If you purchase the Structured Products, you are products that may affect the value of the Underlying relying upon our creditworthiness and the Assets. In addition, the SG Group may engage in creditworthiness of the Guarantor and have no rights other business activities such as the introduction of under the Structured Products against: competing products, acting as underwriter and/or financial adviser of other securities offerings which (a) the company which issues the underlying may create conflicts of interest with the Underlying securities; Assets thus affecting the value of the Underlying Assets. Such actions and conflicts may include, (b) the trustee or the manager of the underlying without limitation, the purchase and sale of securities, unit trust; or financial advisory relationships and exercise of creditor rights. The SG Group: (c) the index compiler of the underlying index. (a) is not obliged to disclose such information We do not guarantee the repayment of your about the Underlying Assets or such activities. investment in any of the Structured Products. If we The SG Group and/or our respective officers become insolvent or default on our obligations under and directors may engage in any such

activities without regard to the issue of the Asset’s price or level, the time remaining to expiry of Structured Products by us or the effect that the Structured Products and our creditworthiness and such activities may directly or indirectly have the creditworthiness of the Guarantor. on any of the Structured Products; The price of the Structured Products may fall in value (b) may from time to time engage in transactions as rapidly as it may rise and you should be prepared involving the Underlying Assets for our to sustain a significant or total loss of the purchase proprietary accounts and/or for accounts under price of the Structured Products. Assuming all other our management and/or to hedge against the factors are held constant, the more the underlying market risk associated with issuing the share price, unit price or index level of a Structured Structured Products. Such transactions may Product moves in a direction against you and the have a positive or negative effect on the value shorter its remaining term to expiration, the greater of the Underlying Assets and consequently the risk that you will lose all or part of your upon the value of the relevant series of the investment. Structured Products; “European Style” Structured Products are only (c) may from time to time act in other capacities exercisable on their respective Expiry Dates and may with regard to the Structured Products, such as not be exercised by you prior to the relevant Expiry in an agency capacity and/or as the liquidity Date. Accordingly, if on such Expiry Date the Cash provider; Settlement Amount is zero or negative, you will lose the value of your investment. (d) may issue other derivative instruments in respect of the Underlying Assets and the The risk of losing all or any part of the purchase price introduction of such competing products into of a Structured Product means that, in order to the market place may affect the value of the recover and realise a return on investment, you must relevant series of the Structured Products; and generally anticipate correctly the direction, timing and magnitude of any change in the price or level of the Underlying Asset as may be specified in the (e) may also act as underwriter in connection with relevant supplemental listing document. future offerings of shares, units or other securities or may act as financial adviser to the Changes in the price or level of an Underlying Asset issuer, or sponsor, as the case may be, of any can be unpredictable, sudden and large and such such share or other security or in a commercial changes may result in the price or level of the banking capacity for the issuer of any share or Underlying Asset moving in a direction which will other security or the trustee or the manager of negatively impact upon the return on your investment. the unit trust. Such activities could present You therefore risk losing your entire investment if the certain conflicts of interest and may affect the price or level of the relevant Underlying Asset does value of the Structured Products. not move in the anticipated direction.

General risks relating to Structured Products The value of the Structured Products may be disproportionate or opposite to a movement in value You may lose all your investment in the Structured of the Underlying Assets Products An investment in the Structured Products is not the The Structured Products involve a high degree of risk, same as owning the Underlying Assets or having a and are subject to a number of risks which may direct investment in the Underlying Assets. The include, but are not limited to, interest rate, foreign market values of the Structured Products are linked to exchange, time value, market and/or political risks. the relevant Underlying Assets and will be influenced The Structured Products may expire worthless. (positively or negatively) by it or them but any change may not be comparable and may be Options, warrants and asset linked instruments are disproportionate. It is possible that while the priced primarily on the basis of the price or level of Underlying Asset is increasing in value, the value of the Underlying Asset, the volatility of the Underlying the Structured Product is falling.

If you intend to purchase any series of the Structured Interest rates Products to hedge against the market risk associated with investing in the Underlying Asset specified in Investments in the Structured Products may involve the relevant supplemental listing document, you interest rate risk with respect to the currency of should recognise the complexities of utilising the denomination of the Underlying Assets and/or the Structured Products in this manner. For example, the Structured Products. A variety of factors influence value of the Structured Products may not exactly interest rates such as macro economic, governmental, correlate with the price or level of the Underlying speculative and market sentiment factors. Such Asset. Due to fluctuations in supply and demand for fluctuations may have an impact on the value of the the Structured Products, there is no assurance that Structured Products at any time prior to valuation of their value will correlate with movements of the the Underlying Assets relating to the Structured Underlying Asset. The Structured Products may not Products. be a perfect hedge to the Underlying Asset or portfolio of which the Underlying Asset forms a part. Time decay

The settlement amount of certain series of the It may not be possible to liquidate the Structured Structured Products at any time prior to expiration Products at a level which directly reflects the price or may be less than the trading price of such series of level of the Underlying Asset or portfolio of which the Structured Products at that time. The difference the Underlying Asset forms a part. Therefore, it is between the trading price or level and the settlement possible that you could suffer substantial losses in the amount will reflect, among other things, a “time Structured Products in addition to any losses suffered value” of the Structured Products. The “time value” with respect to investments in or exposures to the of the Structured Products will depend upon, among Underlying Asset. others, the time remaining to expiry and expectations concerning the range of possible future price or level Possible illiquidity of secondary market of the Underlying Assets. The value of a Structured It is not possible to predict if and to what extent a Product is likely to decrease over time. Therefore, the secondary market may develop in any series of the Structured Products should not be viewed as products Structured Products and at what price such series of for long term investments. the Structured Products will trade in the secondary market and whether such market will be liquid or Exchange rate risk illiquid. The fact that the Structured Products are There may be an exchange rate risk in the case where listed does not necessarily lead to greater liquidity the Cash Settlement Amount of the Structured than if they were not listed. Products will be converted from a foreign currency The liquidity of any series of the Structured Products into the Settlement Currency. Exchange rates may also be affected by restrictions on offers and between currencies are determined by forces of sales of the Structured Products in some jurisdictions. supply and demand in the foreign exchange markets. Transactions in off-exchange Structured Products These forces are, in turn, affected by factors such as may be subject to greater risks than dealing in international balances of payments and other exchange-traded Structured Products. economic and financial conditions, government intervention in currency markets and currency trading While we have appointed, or will appoint, a liquidity speculation. provider for the purposes of making a market for each series of the Structured Products, there may be Fluctuations in foreign exchange rates, foreign circumstances outside our control or the appointed political and economic developments and the liquidity provider’s control where the appointed imposition of exchange controls or other foreign liquidity provider’s ability to make a market in some governmental laws or restrictions applicable to such or all series of the Structured Products is limited, investments may affect the foreign currency market restricted, and/or without limitation, frustrated. In price and the exchange rate-adjusted equivalent price such circumstances we will use our best endeavours of the Structured Products. Fluctuations in the to appoint an alternative liquidity provider. exchange rate of any one currency may be offset by

fluctuations in the exchange rate of other relevant Taxes currencies. There can be no assurance that the rates of exchange between any relevant currencies which are You may be required to pay stamp duty, other taxes current rates at the date of issue of any of the or other documentary charges. If you are in doubt as Structured Products will be representative of the to your tax position, you should consult your own relevant rates of exchange used in computing the independent tax advisers. In addition, you should be value of the relevant Structured Products at any time aware that tax regulations and their application by the thereafter. relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise Where Structured Products are described as being tax treatment which will apply at any given time. See “quantoed”, the value of the Underlying Assets will be the section headed “Taxation” and the paragraph “Do converted from one currency (the “Original Currency”) you need to pay any tax?” in section 1 (Important into a new currency (the “New Currency”) on the date Information) on page 4 of this document for further and in the manner specified in, or implied by, the information. Conditions using a fixed exchange rate. The cost to us of maintaining such a fixing between the Original Modification to the Conditions Currency and the New Currency will have an implication on the value of the Structured Products, Under the Conditions, we may, without your consent, which will vary during the term of the Structured modify the terms and conditions of the Structured Products. No assurance can be given as to whether or Products or the Master Instrument, which, in our not, taking into account relative exchange rate and opinion, is: interest rate fluctuations between the Original Currency and the New Currency, a quanto feature in a Structured (a) not materially prejudicial to the interests of the Product would at any time enhance the return on the holders of Structured Products generally Structured Product over a level of a similar Structured (without considering your individual Product issued without such a quanto feature. circumstances or the tax or other consequences of such modification in any Fixed notional exchange rate particular jurisdiction);

In some series of the Structured Products the (b) of a formal, minor or technical nature; exchange rate may be fixed and the Cash Settlement Amount will be converted from the relevant foreign (c) made to correct a manifest error; or currency into the Settlement Currency based on a fixed notional exchange rate of one unit of the (d) necessary in order to comply with mandatory foreign currency to one unit of the Settlement provisions of the laws or regulations of Hong Currency. You should note that the fixed exchange Kong. rate feature will affect the calculation of the market value of the Structured Products in the secondary Possible early termination for illegality or market. Our cost of arranging such a fixed exchange impracticability rate may have an implication on the value of the Structured Products, and may vary during the terms If we determine in good faith and in a commercially of the Structured Products. reasonable manner that, for reasons beyond our control, the performance of our obligations under the No assurance can be given as to whether or not, Structured Products has become illegal or taking into account relative exchange rate and interest impracticable (or in the case of CBBCs only, it is no rate fluctuations between the relevant foreign longer desirable or practical for us to maintain our currency and the Settlement Currency, a fixed hedging arrangement with respect to the CBBCs), we exchange rate feature in the Structured Products may early terminate the Structured Products. If we would at any time enhance the return of the early terminate the Structured Products, we will, if Structured Products over the same Structured and to the extent permitted by applicable law, pay Products issued without such a feature. you an amount determined by us in good faith and in a commercially reasonable manner to be its fair

market value notwithstanding the illegality or limited anti-dilution protection under the Conditions impracticability less the cost to us of unwinding any of the Structured Products. We may, in our sole related hedging arrangements. Such amount may be discretion, adjust, among other things, the substantially less than your initial investment and Entitlement, the Exercise Price, the Strike Price or the may be zero. Call Price (as the case may be) or any other terms in the events of a rights issue, an issue of shares out of Risks relating to the Underlying Asset capitalisation of profits or reserves or a consolidation or sub-division of the share capital of the company, a You have no right to the Underlying Asset cash distribution, or in the corresponding/similar (as the case may be) events relating to the unit trust. However, we are not obliged to make an adjustment Unless specifically indicated in the Conditions, you for every event that may affect an Underlying Asset, will not be entitled to: in which case the market price of the Structured Products and the return upon the exercise or expiry of (a) voting rights or rights to receive dividends, the Structured Products may be affected. distributions or other distributions or any other rights that a holder of the shares or units of a In the case of a series of the Structured Products unit trust would normally be entitled to; or which relate to an index, the closing level of the index may be published by the index compiler at a (b) voting rights or rights to receive dividends or time when one or more shares comprising the index other distributions or any other rights with is/are not trading. If this occurs on the Valuation Date respect to any company constituting any and there is no Market Disruption Event under the underlying index. applicable Conditions, then the value of such share(s) may not be included in the closing level of the index. Valuation risk This may have an unforeseen adverse impact on the value of your investment. An investment in the Structured Products may In addition, certain events relating to the index involve valuation risk as regards the Underlying (including a material change in the formula or the Assets to which the particular series of the Structured method of calculating the index or a failure to publish Products relate. The price or level of the Underlying the index) permit us to determine the level of the Asset may vary over time and may increase or index on the basis of the formula or method last in decrease by reference to a variety of factors which effect prior to such change in formula or method. may include corporate actions, macro economic factors, speculation and (where the Underlying Asset Suspension of trading is an index) changes in the formula for or the method of calculating the index. Pursuant to the Listing Rules, if the Underlying Assets are suspended from trading for whatever You must be experienced with dealing in these types reason on the market on which they are listed or dealt of Structured Products and must understand the risks in (including the Stock Exchange), or if the relevant associated with dealing in such products. You should index for whatever reason is not calculated, trading in reach an investment decision only after careful the relevant series of the Structured Product will be consideration, with your advisers, of the suitability of suspended for a similar period. The value of the any of the Structured Products in light of your Structured Products will decrease over time as the length of the period remaining to expiration becomes particular financial circumstances, the information shorter. You should note that in the case of a regarding the relevant Structured Product and the prolonged suspension period, the market price of the particular Underlying Asset to which the value of the Structured Products may be subject to a significant relevant Structured Product relates. impact of time decay of such prolonged suspension period and may fluctuate significantly upon Adjustment related risk resumption of trading after the suspension period of the Structured Products. This may adversely affect Certain events relating to the Underlying Asset your investment in the Structured Products. require or, as the case may be, permit us to make certain adjustments to the Conditions. You have

In the case of Structured Products which relate to Time zone difference foreign equities , the trading hours of the underlying exchange may be different from the trading hours In the case of Structured Products which relate to of the Stock Exchange. On one hand, trading in the foreign equities or a foreign index, the trading price of underlying foreign equity on the underlying exchange the underlying foreign equity or the level of the may be suspended during non-trading hours of the underlying foreign index (as the case may be) is Stock Exchange. On the other hand, such suspension calculated and published during the trading hours of may be lifted and trading may resume during non- the underlying exchange or the index exchange (as the trading hours of the Stock Exchange. If trading in the case may be). The trading hours of the underlying underlying foreign equity on the underlying exchange exchange or the index exchange (as the case may be) is suspended, trading in the Structured Products will may be different from the trading hours of the Stock be suspended as soon as practicable afterwards. If Exchange and the underlying exchange or the index trading in the underlying foreign equity on the exchange (as the case may be) may be located in a underlying exchange resumes following a suspension, place outside Hong Kong which opens after the close trading in the Structured Products will resume as of trading of the Stock Exchange. You should be soon as practicable afterwards. aware of the time zone difference between Hong Kong and the place where the underlying exchange or the Delay in settlement index exchange (as the case may be) is located in assessing the trading price of the underlying foreign Unless otherwise specified in the relevant Conditions, equity or the level of the underlying foreign index (as in the case of any expiry of the Structured Products, the case may be). The trading price of the underlying there may be a time lag between the date on which the foreign equity or the level of the underlying foreign Structured Products expire, and the time the applicable index (as the case may be) may be volatile in response settlement amount relating to such event is determined. to the market movement on the underlying exchange Any such delay between the time of expiry and the or the index exchange (as the case may be) during determination of the settlement amount will be which the Stock Exchange is not open for trading of specified in the relevant Conditions. the Structured Products.

However, such delay could be significantly longer, Risks relating to the Structured Products over particularly in the case of a delay in the expiry of such unit trusts series of the Structured Products arising from our determination that a Market Disruption Event, In the case of Structured Products which relate to the Settlement Disruption Event or delisting of the units of a unit trust: underlying securities or units of an underlying unit trust has occurred at any relevant time or that (a) neither we, the Guarantor nor our affiliates adjustments are required in accordance with the have the ability to control or predict the Conditions. actions of the trustee or the manager of the relevant unit trust. Neither the trustee nor the That applicable settlement amount may change manager of the relevant unit trust (i) is significantly during any such period, and such involved in the offer of any Structured Product movement or movements could decrease or modify in any way, or (ii) has any obligation to the settlement amount of the Structured Products. consider the interest of the holders of any Structured Product in taking any corporate You should note that in the event of there being a actions that might affect the value of any Settlement Disruption Event or a Market Disruption Structured Product; and Event, or delisting of the underlying securities or units of an underlying unit trust has occurred, payment of (b) we have no role in the relevant unit trust. The the Cash Settlement Amount may be delayed as more manager of the relevant unit trust is fully described in the Conditions of the Structured responsible for making investment and other Products. trading decisions with respect to the management of the relevant unit trust consistent with its investment objectives and

in compliance with the investment restrictions the ETF is designed to track (“Synthetic ETF”), you as set out in the constitutive documents of the should note that: relevant unit trust. The manner in which the relevant unit trust is managed and the timing (a) investments in financial derivative instruments of such decisions may have a significant will expose the Synthetic ETF to the credit, impact on the performance of the relevant potential contagion and concentration risks of units of the unit trust. Hence, the price of the the counterparties who issued such financial units which is used to calculate the derivative instruments. If the Synthetic ETF performance of the units is also subject to has collateral to reduce the counterparty risk, these risks. there may still be a risk that the market value of the collateral has fallen substantially when Risks relating to Structured Products over exchange the Synthetic ETF seeks to realise the traded funds collateral; and

In the case of Structured Products linked to units of (b) the Synthetic ETF may be exposed to higher an exchange traded fund (“ETF”), you should note liquidity risk if the Synthetic ETF invests in that: financial derivative instruments which do not have an active secondary market. (a) an ETF is exposed to the economic, political, currency, legal and other risks of a specific The above risks may have a significant impact on the sector or market related to the underlying asset performance of the relevant ETF or Synthetic ETF and hence the market price of Structured Products pool or index or market that the ETF is linked to such ETF or Synthetic ETF. designed to track;

Risk relating to the CBBCs (b) there may be disparity between the performance of the ETF and the performance Correlation between the price of a CBBC and the of the underlying asset pool or index or market price or level of the Underlying Asset that the ETF is designed to track as a result of, for example, failure of the tracking strategy, When the Underlying Asset of a CBBC is trading at a currency differences, fees and expenses; and price or level close to its Call Price or Call Level (as the case may be), the price of that CBBC tends to be (c) where the underlying asset pool or index or more volatile and any change in the value of that market that the ETF tracks is subject to CBBC at such time may be incomparable and restricted access, the efficiency in the unit disproportionate to the change in the price or level of creation or redemption to keep the price of the the Underlying Asset. ETF in line with its net asset value may be Mandatory Call Event is irrevocable except in disrupted, causing the ETF to trade at a higher limited circumstances. premium or discount to its net asset value. Hence, the market price of the Structured The Mandatory Call Event is irrevocable unless it is Products will also be indirectly subject to triggered as a result of any of the following events: these risks. (a) system malfunction or other technical errors of Risks relating to Structured Products over synthetic HKEx (such as the setting up of the wrong exchange traded funds Call Price or Call Level (as the case may be) and other parameters), and such event is Additionally, where the underlying asset of reported by the Stock Exchange to us and we Structured Products comprises the units of an ETF and the Stock Exchange mutually agree that adopting a synthetic replication investment strategy the Mandatory Call Event is to be revoked; or to achieve its investment objectives by investing in financial derivative instruments linked to the (b) manifest errors caused by the relevant third performance of an underlying asset pool or index that party price source where applicable (such as miscalculation of the index level by the

relevant Index Compiler), and such event is any residual funding cost back from us upon early reported by us to the Stock Exchange, and we termination of the CBBCs after the occurrence of the and the Stock Exchange mutually agree that Mandatory Call Event. the Mandatory Call Event is to be revoked, Delay in announcements of the Mandatory Call in each case, such mutual agreement must be Event reached between the Stock Exchange and us no later than such time as prescribed in the relevant The Stock Exchange will notify the market as soon supplemental listing document (if applicable) and as practicable after the CBBCs have been called. the relevant Conditions. Upon revocation of the You must however be aware that there may be delay Mandatory Call Event, trading of the CBBCs will in the announcements of the occurrence of the resume and any trade cancelled after such Mandatory Call Event due to technical errors or Mandatory Call Event will be reinstated. system failures and other factors that are beyond our control or the control of the Stock Exchange. Disclaimers relating to Mandatory Call Event Our hedging activities may adversely affect the price The Stock Exchange and its recognised exchange or level of the Underlying Asset controller, HKEx, shall not incur any liability (whether based on contract, tort (including, without We, the Guarantor, any of our affiliates and/or our limitation, negligence), or any other legal or respective officers and directors may carry out activities equitable grounds and without regard to the that minimise our risks related to the CBBCs, including circumstances giving rise to any purported claim effecting transactions for our own account or for the except in the case of wilful misconduct on the part account of our customers and hold long or short of the Stock Exchange and/or HKEx) for any direct, positions in the Underlying Asset whether for risk consequential, special, indirect, economic, punitive, reduction purposes or otherwise. In addition, in exemplary or any other loss or damage suffered or connection with the issuance and trading of any CBBCs, incurred by us or any other party arising from or in we, the Guarantor and/or any of our affiliates may enter connection with the Mandatory Call Event or the into one or more hedging transactions with respect to the suspension of trading (the “Trading Suspension”) Underlying Asset. In connection with such hedging or or the non-recognition of trades after the Mandatory market-making activities or with respect to proprietary Call Event (the “Non-Recognition of Post MCE or other trading activities by us, the Guarantor and/or Trades”), including without limitation, any delay, any of our affiliates, we, the Guarantor and/or any of our failure, mistake or error in the Trading Suspension affiliates may enter into transactions in respect of the or the Non-Recognition of Post MCE Trades. Underlying Asset which may affect the market price, liquidity or price or level of the Underlying Asset and/or We, the Guarantor and our respective affiliates shall the value of the CBBCs and which could be deemed to not have any responsibility towards you for any be adverse to your interests. We, the Guarantor and/or losses suffered as a result of the Trading Suspension our affiliates are likely to modify our hedging positions and/or the Non-Recognition of Post MCE Trades in throughout the life of the CBBCs whether by effecting connection with the occurrence of the Mandatory transactions in the Underlying Asset or in derivatives Call Event or the resumption of trading of the linked to the Underlying Asset. Further, it is possible CBBCs or reinstatement of any Post MCE Trades that the advisory services which we, the Guarantor, our cancelled in connection with the reversal of any respective affiliates and/or our respective officers and Mandatory Call Event notwithstanding that such directors provide in the ordinary course of our business Trading Suspension and/or such Non-Recognition could lead to an adverse impact on the value of the of Post MCE Trades occurs as a result of an error in Underlying Asset. the observation of the event. Unwinding of hedging arrangements The Residual Value will not include residual funding cost Our trading and/or hedging activities and those of the Guarantor or any of our related parties related to For Category R CBBCs, the Residual Value (if any) CBBCs and/or other financial instruments issued by payable by us following the occurrence of the us from time to time may have an impact on the Mandatory Call Event will not include any residual price or level of the Underlying Asset and may funding cost for the CBBCs. You will not receive

trigger the Mandatory Call Event. In particular, (b) any register that is maintained by us or on our when the Underlying Asset is trading close to the behalf, while available for inspection by you, Call Price or the Call Level (as the case may be), our will not be capable of registering any interests unwinding activities may cause a fall in or a rise of other than that of the legal title owner, in other (as the case may be) the trading price or index level words, it will record at all times that the which may lead to the occurrence of the Mandatory Structured Products are being held by HKSCC Call Event as a result of such unwinding activities. Nominees Limited;

In respect of Category N CBBCs, we, the Guarantor (c) you will need to rely on any statements you or any of our related party may unwind any hedging received from your brokers/custodians as transactions entered into by us, the Guarantor or any evidence of your interest in the Structured of our related party in relation to our CBBCs at any Products; time even if such unwinding activities may trigger the occurrence of the Mandatory Call Event. (d) notices/announcements will be simultaneously published on the website of HKEx and/or In respect of Category R CBBCs, before the released by CCASS to their participants. You occurrence of the Mandatory Call Event, we, the will need to check the website of HKEx Guarantor or any of our related party may unwind our regularly and/or rely on your hedging transactions relating to the CBBCs in brokers/custodians to obtain such notices/ proportion to the amount of the CBBCs they announcements; and repurchase from the market from time to time. Upon the occurrence of the Mandatory Call Event, we, the (e) following the Expiry Date and the Guarantor or any of our related party may unwind determination by us as to the Cash Settlement any hedging transactions in relation to the CBBCs. Amount, our obligations to you will be duly Such unwinding activities after the occurrence of the performed by payment of the Cash Settlement Mandatory Call Event may affect the trading price or Amount in accordance with the Conditions to index level of the Underlying Asset and consequently HKSCC Nominees Limited as the “holder” of the Residual Value for the CBBCs. the Structured Products. HKSCC or HKSCC Nominees Limited will then distribute the Risks relating to the legal form of the Structured received Cash Settlement Amount to the Products respective CCASS participants in accordance with the CCASS Rules. Each series of the Structured Products will be represented by a permanent global certificate Fee arrangements with the Brokers and conflicts registered in the name of HKSCC Nominees Limited of interest of Brokers (or such other nominee company as may be used by HKSCC from time to time in relation to the provision We may enter into fee arrangements with the Brokers of nominee services to persons admitted for the time and/or any of its affiliates with respect to the being by HKSCC as a participant of CCASS). placement of the Structured Products in the primary market. You should note that any Brokers with whom The Structured Products issued in global registered we have a fee arrangement does not, and cannot be form and held on your behalf within a clearing expected to, deal exclusively in the Structured system effectively means that evidence of your title, Products, therefore any Broker and/or its subsidiaries as well as the efficiency of ultimate delivery of the or affiliates may from time to time engage in Cash Settlement Amount, will be subject to the transactions involving the Underlying Assets and/or CCASS Rules. You should be aware of the following the structured products of other issuers over the same risks: Underlying Assets to which the particular series of Structured Products may relate, or other underlying (a) you will not receive definitive certificates assets as the case may be, for their proprietary where the Structured Products remain in the accounts and/or for the accounts or their clients. The name of HKSCC Nominees Limited for the fact that the same Broker may deal simultaneously entire life of the Structured Products; for different clients in competing products in the

market place may affect the value of the Structured Products and present certain conflicts of interests.

Effect of the combination of risk factors is unpredictable

Two or more risk factors may simultaneously have an effect on the value of a series of the Structured Products such that the effect of any individual risk factor may not be predictable. No assurance can be given as to the effect any combination of risk factors may have on the value of a series of the Structured Products.

APPENDIX 1 - TERMS AND CONDITIONS OF WARRANTS

The following pages set out the Conditions in respect of different types of Warrants.

Page

Part A - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Equities (Global Form of Certificate)...... 50

Part B - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over an Index (Global Form of Certificate) ...... 61

Part C - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Currency (Global Form of Certificate)...... 69

Part D - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodities (Global Form of Certificate)...... 76

Part E - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodity Futures (Global Form of Certificate) ...... 83

Part F - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Unit Trust (Global Form of Certificate) ...... 90

Part G - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Foreign Equities (Global Form of Certificate)...... 101

PART A - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER SINGLE EQUITIES (GLOBAL FORM OF CERTIFICATE)

These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document.

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

(a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 13) are issued by SGA Société Générale Acceptance N.V. (the “Issuer”) on the Issue Date in permanent global form represented by a permanent global certificate (the “Global Certificate”) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the “Master Instrument”), both executed by the Issuer and Société Générale (the “Guarantor”).

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

(b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Warrants provide for cash settlement on exercise. The Warrants do not entitle the Warrantholders to delivery of any Shares, are not secured by Shares and do not entitle Warrantholders to any interest in any Shares.

The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law.

(c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited (“HKSCC”) for deposit, clearance and settlement in the Central Clearing and Settlement System (“CCASS”) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the “CCASS Rules”). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof.

(d) Title. Each person who is for the time being shown in the records of CCASS as entitled to a particular number of Warrants by way of an interest (to the extent of such number) in the Global Certificate in respect of those Warrants represented thereby shall be treated by the Issuer and the Guarantor as the holder of such number of Warrants. The expression “Warrantholder” and “Warrantholders” shall be construed accordingly.

(e) Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules.

2. Warrant Rights and Exercise Expenses

(b) Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the “Exercise Expenses”). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e).

3. Illegality or Impracticability

The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable:

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(ii) the promulgation of, or any change, in the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law),

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition 11.

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(b) Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants.

(c) Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder the Cash Settlement Amount (if any).

The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the “Designated Bank Account”) on the Settlement Date.

If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event.

(d) For the purposes of these Conditions:

“Average Price” means the arithmetic mean of the closing prices of one Share (as derived from the daily quotation sheet of the Stock Exchange, subject to any adjustments to such closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) in respect of each Valuation Date;

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“Business Day” means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong;

“Cash Settlement Amount” means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to:

(i) in respect of a series of call Warrants:

Cash Settlement Amount per Entitlement x (Average Price – Exercise Price) x one Board Lot Board Lot = Number of Warrants per Entitlement

(ii) in respect of a series of put Warrants:

Cash Settlement Entitlement x (Exercise Price – Average Price) x one Board Lot Amount per = Board Lot Number of Warrants per Entitlement

For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero;

“CCASS Settlement Day” has the meaning ascribed to the term “Settlement Day” in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time;

“Company” has the meaning given to it in the relevant Supplemental Listing Document;

“Entitlement” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Exercise Price” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Expiry Date” has the meaning given to it in the relevant Supplemental Listing Document;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Market Disruption Event” means:

(1) the occurrence or existence on any Valuation Date during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Stock Exchange or otherwise) on the Stock Exchange in (i) the Shares; or (ii) any options or futures contracts relating to the Shares if, in any such case, such suspension or limitation is, in the determination of the Issuer, material;

(2) the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a “BLACK” rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the “BLACK” rainstorm signal having been issued; or

(3) a limitation or closure of the Stock Exchange due to any unforeseen circumstances;

“Number of Warrants per Entitlement” has the meaning given to it in the relevant Supplemental Listing Document;

“Series” means each series of Warrants;

“Settlement Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Settlement Date” means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Average Price is determined in accordance with the Conditions;

“Settlement Disruption Event” means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders;

“Share” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7, and “Shares” shall be construed accordingly;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited or the principal stock exchange in Hong Kong for the time being on which the Shares are listed;

“Supplemental Listing Document” means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document);

“Valuation Date” means each of the five Business Days immediately preceding the Expiry Date, provided that if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on any Valuation Date, then that Valuation Date shall be postponed until the first succeeding Business Day on which there is no Market Disruption Event irrespective of whether that postponed Valuation Date would fall on a Business Day that is already or is deemed to be a Valuation Date. For the avoidance of doubt, in the event that a Market Disruption Event has occurred and a Valuation Date is postponed as aforesaid, the closing price of the Shares on the first succeeding Business Day will be used more than once in determining the Average Price, so that in no event shall there be less than five closing prices used to determine the Average Price.

If the postponement of the Valuation Date as aforesaid would result in the Valuation Date falling on or after the Expiry Date then:

(i) the Business Day immediately preceding the Expiry Date (the “Last Valuation Date”) shall be deemed to be the Valuation Date notwithstanding the Market Disruption Event; and

(ii) the Issuer shall determine the closing price of the Shares on the basis of its good faith estimate of the price that would have prevailed on the Last Valuation Date but for the Market Disruption Event; and

“Warrants” means the warrants specified as such in the relevant Supplemental Listing Document.

Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate.

6. Registrar

No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants.

7. Adjustments

(a) Rights Issues. If and whenever the Company shall, by way of Rights (as defined below), offer new Shares for subscription at a fixed subscription price to the holders of existing Shares pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula:

Adjusted Entitlement = Adjustment Factor x E

Where :

1 + M Adjustment Factor = 1 + (R/S) x M

E: Existing Entitlement immediately prior to the Rights Offer

S: Cum-Rights Share price determined by the closing price on the Stock Exchange on the last Business Day on which Shares are traded on a cum-Rights basis

R: Subscription price per Share as specified in the Rights Offer plus an amount equal to any dividends or other benefits foregone to exercise the Rights

M: Number of new Share(s) (whether a whole or a fraction) per existing Share each holder thereof is entitled to subscribe

Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted.

For the purposes of these Conditions:

"Rights" means the right(s) attached to each existing Share or needed to acquire one new Share (as the case may be) which are given to the holders of existing Shares to subscribe at a fixed subscription price for new Shares pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights).

(b) Bonus Issues. If and whenever the Company shall make an issue of Shares credited as fully paid to the holders of Shares generally by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend or similar scheme for the time being operated by the Company or otherwise in lieu of a cash dividend and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula:

Adjusted Entitlement = Adjustment Factor x E

Where :

Adjustment Factor = 1 + N

E: Existing Entitlement immediately prior to the Bonus Issue

N: Number of additional Shares (whether a whole or a fraction) received by a holder of existing Shares for each Share held prior to the Bonus Issue

adjustment shall take effect on the same day that the Entitlement is adjusted.

(c) Subdivisions or Consolidations. If and whenever the Company shall subdivide its Shares or any class of its outstanding share capital comprised of the Shares into a greater number of shares (a "Subdivision") or consolidate the Shares or any class of its outstanding share capital comprised of the Shares into a smaller number of shares (a "Consolidation"), then:

(i) in the case of a Subdivision, the Entitlement in effect immediately prior thereto will be increased whereas the Exercise Price (which shall be rounded to the nearest 0.001) will be decreased in the same ratio as the Subdivision; and

(ii) in the case of a Consolidation, the Entitlement in effect immediately prior thereto will be decreased whereas the Exercise Price (which shall be rounded to the nearest 0.001) will be increased in the same ratio as the Consolidation,

in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect.

(d) Restructuring Events. If it is announced that the Company:

(i) is to or may merge or consolidate with or into any other corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any person or corporation); or

(ii) is to or may sell or transfer all or substantially all of its assets;

then (except where the Company is the surviving corporation in a merger), the rights attaching to the Warrants may in the absolute discretion of the Issuer be amended no later than the Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a “Restructuring Event”) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of shares of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Share(s) (as the case may be) to which a holder of the number of Shares comprising the Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event.

The Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances.

(e) Cash Distribution. No capital adjustment will be made for an ordinary cash dividend (whether or not it is offered with a scrip alternative) (“Ordinary Dividend”). For any other forms of cash distribution (each a “Cash Distribution”) announced by the Company, such as a cash bonus, special dividend or extraordinary dividend, no capital adjustment will be made unless the value of the Cash Distribution accounts for 2 percent. or more of the Share’s closing price on the day of announcement by the Company.

If and whenever the Company shall make a Cash Distribution credited as fully paid to the holders of Shares generally, the Entitlement shall be adjusted to take effect on the Business Day on which trading in the Shares becomes ex-entitlement in respect of the relevant Cash Distribution (“Cash Distribution Adjustment Date”) in accordance with the following formula:

Adjusted Entitlement = Adjustment Factor x E

Where:

S - OD Adjustment Factor = S - OD - CD

E: Existing Entitlement immediately prior to the Cash Distribution

S: The closing price of the Share on the Stock Exchange on the Business Day immediately preceding the Cash Distribution Adjustment Date

CD: The Cash Distribution per Share

OD: The Ordinary Dividend per Share, provided that the date on which the Shares are traded on an ex- Ordinary Dividend basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Shares are traded on an ex-Ordinary Dividend basis is not the Cash Distribution Adjustment Date

In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted.

(f) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is:

(i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or

(ii) determined by the Issuer in good faith to be appropriate and commercially reasonable.

(g) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition 11.

8. Purchases

The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation.

9. Certificates

No certificate other than the Global Certificate will be issued in respect of the Warrants.

10. Meetings of Warrantholders; Modification

(a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument.

Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented.

A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy.

An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting.

Resolutions can be passed in writing if passed unanimously.

(b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong.

Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition 11.

11. Notices

All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner.

12. Liquidation

In the event of a liquidation or dissolution of the Company or the appointment of a liquidator or receiver or administrator or analogous person under Hong Kong or other applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, all unexercised Warrants will lapse and shall cease to be valid for any purpose, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law.

13. Further Issues

The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants.

14. Delisting

(a) If at any time the Shares cease to be listed on the Stock Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the Warrants as it shall, in its absolute discretion, consider appropriate to ensure, so far as it is reasonably able to do so, that the interests of the Warrantholders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Warrantholder or the tax or other consequences that may result in any particular jurisdiction).

(b) Without prejudice to the generality of Condition 14(a), where the Shares are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Stock Exchange and the Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances.

(c) The Issuer shall determine, in its absolute discretion, any adjustment or amendment in accordance with this Condition 14 and its determination shall be conclusive and binding on the Warrantholders save in the case of manifest error. Notice of any adjustments or amendments shall be given to the Warrantholders in accordance with Condition 11 as soon as practicable after they are determined.

15. Good Faith and Commercially Reasonable Manner

Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner.

16. Governing Law

The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong.

17. Language

A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing.

18. Prescription

Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer.

SG Securities (HK) Limited:

Level 38 Three Pacific Place 1 Queen’s Road East Hong Kong

PART B - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER AN INDEX (GLOBAL FORM OF CERTIFICATE)

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

(a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the “Issuer”) on the Issue Date in permanent global form represented by a permanent global certificate (the “Global Certificate”) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the “Master Instrument”), both executed by the Issuer and Société Générale (the “Guarantor”).

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

2. Warrant Rights and Exercise Expenses

3. Illegality or Impracticability

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(ii) the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law),

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(d) For the purposes of these Conditions:

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“Business Day” means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong;

“Cash Settlement Amount” means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (i) (if applicable) converted into the Settlement Currency at the Exchange Rate or, as the case may be, (ii) (if applicable) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into the Settlement Currency at the Second Exchange Rate):

(i) in respect of a series of call Warrants:

Cash Settlement (Closing Level – Strike Level) x one Board Lot x Index Currency Amount Amount per = Board Lot Divisor

(ii) in respect of a series of put Warrants:

Cash Settlement (Strike Level – Closing Level) x one Board Lot x Index Currency Amount Amount per = Board Lot Divisor

For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero;

“CCASS Settlement Day” has the meaning ascribed to the term “Settlement Day” in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time;

“Closing Level” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Divisor” has the meaning given to it in the relevant Supplemental Listing Document;

“Expiry Date” has the meaning given to it in the relevant Supplemental Listing Document;

“First Exchange Rate” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Index” has the meaning given to it in the relevant Supplemental Listing Document;

“Index Business Day” means a day on which the Index is published by the Index Compiler or, as the case may be, the Successor Index Compiler;

“Index Currency Amount” has the meaning given to it in the relevant Supplemental Listing Document;

“Index Exchange” has the meaning given to it in the relevant Supplemental Listing Document;

“Index Futures Contracts” means the relevant index futures contracts for the purpose of determining the Closing Level as more particularly provided in the relevant Supplemental Listing Document;

“Index Compiler” has the meaning given to it in the relevant Supplemental Listing Document;

“Interim Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Market Disruption Event” means:

(1) the occurrence or existence, on the Valuation Date during the one-half hour period that ends at the close of trading on the Index Exchange, of any of:

(i) the suspension or material limitation of the trading of a material number of constituent securities that comprise the Index; or

(ii) the suspension or material limitation of the trading of options or futures contracts relating to the Index on any exchanges on which such contracts are traded; or

(iii) the imposition of any exchange controls in respect of any currencies involved in determining the Cash Settlement Amount.

For the purposes of paragraph (1), (A) the limitation on the number of hours or days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of any relevant exchange, and (B) a limitation on trading imposed by reason of the movements in price exceeding the levels permitted by any relevant exchange will constitute a Market Disruption Event; or

(2) where the Index Exchange is the Stock Exchange, the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a “BLACK” rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the “BLACK” rainstorm signal having been issued;

(3) a limitation or closure of the Index Exchange due to any unforeseen circumstances; or

(4) any circumstances beyond the control of the Issuer in which the Closing Level or, if applicable, the Exchange Rate, the First Exchange Rate or the Second Exchange Rate (as the case may be) cannot be determined by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer considers appropriate at such time after taking into account all the relevant circumstances;

“Second Exchange Rate” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Series” means each series of the Warrants;

“Settlement Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Settlement Date” means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Closing Level is determined in accordance with the Conditions;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Strike Level” has the meaning given to it in the relevant Supplemental Listing Document;

“Valuation Date” has the meaning given to it in the relevant Supplemental Listing Document, provided that, if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on the Valuation Date, then the Issuer shall determine the Closing Level on the basis of its good faith estimate of the Closing Level that would have prevailed on that day but for the occurrence of the Market Disruption Event provided that the Issuer, if applicable, may, but shall not be obliged to, determine such Closing Level by having regard to the manner in which futures contracts relating to the Index are calculated; and

“Warrants” means the warrants specified as such in the relevant Supplemental Listing Document.

6. Registrar

No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants.

7. Adjustments to the Index

(a) Successor Sponsor Calculates and Reports Index. If the Index is (i) not calculated and announced by the Index Compiler, but is calculated and published by a successor to the Index Compiler (the “Successor Index Compiler”) acceptable to the Issuer or (ii) replaced by a successor index using, in the determination of the Issuer, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then the Index will be deemed to be the index so calculated and announced by the Successor Index Compiler or that successor index, as the case may be.

(b) Modification and Cessation of Calculation of Index. If:

(i) on or prior to the Valuation Date the Index Compiler or (if applicable) the Successor Index Compiler makes a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock, contracts or commodities and other routine events); or

(ii) on the Valuation Date the Index Compiler or (if applicable) the Successor Index Compiler fails to calculate and publish the Index (other than as a result of a Market Disruption Event),

then the Issuer shall determine the Closing Level using, in lieu of a published level for the Index, the level for the Index as at the Valuation Date as determined by the Issuer in accordance with the formula for and method of calculating the Index last in effect prior to that change or failure, but using only those securities, contracts, commodities, currencies or other assets that comprised the Index immediately prior to that change or failure (other than those securities, contracts, commodities, currencies or other assets that have since ceased to be listed on the relevant Exchange) or, as the case may be, the final settlement price for settling the relevant Index Futures Contracts on the relevant Futures Exchange on the Expiry Date as determined pursuant to the Rules, Specifications, Regulations and Procedures of such Exchange.

the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is:

(i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholders or the tax or other consequences of such adjustment in any particular jurisdiction); or

(ii) determined by the Issuer in good faith to be appropriate and commercially reasonable.

(d) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition 11.

8. Purchases

9. Certificates

No certificate other than the Global Certificate will be issued in respect of the Warrants.

10. Meetings of Warrantholders; Modification

An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting.

Resolutions can be passed in writing if passed unanimously.

such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong.

11. Notices

12. Further Issues

The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants.

13. Good Faith and Commercially Reasonable Manner

Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner.

14. Governing Law

15. Language

16. Prescription

SG Securities (HK) Limited:

Level 38 Three Pacific Place 1 Queen’s Road East Hong Kong

PART C - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER CURRENCY (GLOBAL FORM OF CERTIFICATE)

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

2. Warrant Rights and Exercise Expenses

(a) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any) converted into the Settlement Currency at the Exchange Rate. Payment of the Cash Settlement Amount shall be made in the manner set out in Condition 5.

3. Illegality or Impracticability

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(d) For the purposes of these Conditions:

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“Business Day” means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open in Hong Kong for carrying on foreign exchange transactions and for business;

“Cash Settlement Amount” has the meaning given to it in the relevant Supplemental Listing Document and for the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero;

“CCASS Settlement Day” has the meaning ascribed to the term “Settlement Day” in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time;

“Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Exchange Rate” has the meaning given to it in the relevant Supplemental Listing Document;

“Expiry Date” has the meaning given to it in the relevant Supplemental Listing Document;

“Final Settlement Level” has the meaning given to it in the relevant Supplemental Listing Document;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Second Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Series” means each series of the Warrants;

“Settlement Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Settlement Date” means the third CCASS Settlement Day after the Valuation Date;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Valuation Date” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 11; and

“Warrants” means the warrants specified as such in the relevant Supplemental Listing Document.

6. Registrar

No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants.

7. Purchases

8. Certificates

No certificate other than the Global Certificate will be issued in respect of the Warrants.

9. Meetings of Warrantholders; Modification

An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders whether or not they are present at the meeting.

Resolutions can be passed in writing if passed unanimously.

10. Notices

11. Disruption Event

If, in the opinion of the Issuer, a Disruption Event (as defined below) has occurred and is continuing on the Valuation Date, then the Issuer will determine the Final Settlement Level or the Exchange Rate (as the case may be) on the basis of its good faith estimate of the Final Settlement Level or the Exchange Rate (as the case may be), that would have prevailed on that day but for the occurrence of the Disruption Event.

For the purposes of these Conditions, a “Disruption Event” means any circumstances in which the Final Settlement Level or the Exchange Rate cannot be determined by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer may believe appropriate at such time after taking into account all the relevant circumstances.

12. Further Issues

The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants.

13. Adjustments

(a) Foreign Currency Controls. If exchange control or other laws, regulations, directives or guidelines are imposed by any central banking authority or other governmental or regulatory body which (i) require the Issuer to obtain permission from such authority or regulatory body to purchase the Settlement Currency; (ii) otherwise restrict the Issuer’s ability to obtain the Settlement Currency; or (iii) otherwise adversely regulates the purchase or holding of the Settlement Currency such that additional costs are imposed in obtaining the Settlement Currency which would not be imposed in the absence of such laws, regulations, directives or guidelines or if the cost of obtaining the Settlement Currency at the Exchange Rate is determined by the Issuer to be excessive because of a disruption in the foreign exchange market applicable to the Settlement Currency, then, upon notice from the Issuer to Warrantholders in accordance with Condition 10 to such effect, Warrantholders deemed to have exercised their Warrants in accordance with Condition 5(b) shall receive, at the option of the Issuer, in lieu of the Settlement Currency, an amount equal to the Cash Settlement Amount in the Second Currency or such other currency as determined appropriate by the Issuer.

(b) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is:

(ii) determined by the Issuer in good faith to be appropriate and commercially reasonable.

(c) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition 10.

14. Good Faith and Commercially Reasonable Manner

Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner.

15. Governing Law

16. Language

17. Prescription

SG Securities (HK) Limited:

Level 38 Three Pacific Place 1 Queen’s Road East Hong Kong

PART D - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER COMMODITIES (GLOBAL FORM OF CERTIFICATE)

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

2. Warrant Rights and Exercise Expenses

(a) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. Payment of the Cash Settlement Amount shall be made in the manner set out in Condition 5.

3. Illegality or Impracticability

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(d) For the purposes of these Conditions:

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“CCASS Settlement Day” has the meaning ascribed to the term “Settlement Day” in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time;

“Closing Price” has the meaning given to it in the relevant Supplemental Listing Document;

“Commodities” has the meaning given to it in the relevant Supplemental Listing Document;

“Exchange Rate” has the meaning given to it in the relevant Supplemental Listing Document;

“Expiry Date” has the meaning given to it in the relevant Supplemental Listing Document;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Price Source” means the publication (or such other origin of price source reference) (if any) specified as such in the relevant Supplemental Listing Document;

“Related Exchange” means any exchange or quotation system in a major international market (including but not limited to New York, Chicago, London, Australia and Frankfurt) on which options contracts or futures contracts or other derivatives contracts relating to the Commodities are traded, as determined by the Issuer;

“Second Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Series” means each series of the Warrants;

“Settlement Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Settlement Date” means the third CCASS Settlement Day after the Valuation Date;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Valuation Date” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 11; and

“Warrants” means the warrants specified as such in the relevant Supplemental Listing Document.

6. Registrar

No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants.

7. Purchases

8. Certificates

No certificate other than the Global Certificate will be issued in respect of the Warrants.

9. Meetings of Warrantholders; Modification

An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders whether or not they are present at the meeting.

Resolutions can be passed in writing if passed unanimously.

10. Notices

11. Disruption Event

If, in the opinion of the Issuer, a Disruption Event (as defined below) has occurred and is continuing on the Valuation Date, then the Issuer will determine the Closing Price or the Exchange Rate (as the case may be) on the basis of its good faith estimate of the Closing Price or the Exchange Rate (as the case may be), that would have prevailed on that day but for the occurrence of the Disruption Event.

For the purposes of these Conditions, a “Disruption Event” means:

(1) any circumstances in which the Closing Price or the Exchange Rate cannot be determined on the Valuation Date by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer considers appropriate at such time after taking into account all the relevant circumstances;

(2) the occurrence or existence, on a Valuation Date during the one-half hour period that ends at the close of trading, of any the suspension of or, limitation imposed on, the trading in the Commodities or any options or futures contracts relating to the Commodities (a) on a Related Exchange; or (b) generally; or

(3) a limitation or closure of any Related Exchange or the Stock Exchange due to any unforeseen circumstances.

For the purposes of this definition, (i) the limitation on the number of hours or days of trading will not constitute a Disruption Event if it results from an announced change in the regular business hours of any exchange, and (ii) a limitation imposed on trading, including but not limited to unforeseen circumstances such as by reason of the movements in price exceeding the levels permitted by any relevant exchange or any act of God, war, riot, public disorder, explosion, terrorism or otherwise, occurring and/or existing during the one-half hour period that ends at the regular time for the close of trading, will constitute a Disruption Event.

12. Further Issues

The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants.

13. Adjustments

(a) Foreign Currency Controls. If exchange control or other laws, regulations, directives or guidelines are imposed by any central banking authority or other governmental or regulatory body which (i) require the Issuer to obtain permission from such authority or regulatory body to purchase the Settlement Currency; (ii) otherwise restrict the Issuer’s ability to obtain the Settlement Currency; or (iii) otherwise adversely regulates the purchase or holding of the Settlement Currency such that additional costs are imposed in obtaining the Settlement Currency which would not be imposed in the absence of such laws, regulations, directives or guidelines or if the cost of obtaining the Settlement Currency at the Exchange Rate is determined by the Issuer to be excessive because of a disruption in the foreign exchange market, then, upon notice from the Issuer to Warrantholders in accordance with Condition 10 to such effect, Warrantholders deemed to have exercised their Warrants in accordance with Condition 5(b) shall receive, at the option of the Issuer, in lieu of the Settlement Currency, an amount equal to the Cash Settlement Amount in the Second Currency or such other currency as determined appropriate by the Issuer.

(ii) determined by the Issuer in good faith to be appropriate and commercially reasonable.

14. Good Faith and Commercially Reasonable Manner

Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner.

15. Governing Law

16. Language

17. Prescription

SG Securities (HK) Limited:

Level 38 Three Pacific Place 1 Queen’s Road East Hong Kong

PART E - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER COMMODITY FUTURES (GLOBAL FORM OF CERTIFICATE)

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

2. Warrant Rights and Exercise Expenses

(a) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. Payment of the Cash Settlement Amount shall be made in the manner set out in Condition 5.

3. Illegality or Impracticability

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(d) For the purposes of these Conditions:

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“CCASS Settlement Day” has the meaning ascribed to the term “Settlement Day” in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time;

“Commodity” has the meaning given to it in the relevant Supplemental Listing Document;

"Commodity Business Day" means a day that is (or, but for the occurrence of a Disruption Event, would have been) a trading day on the Futures Contract Exchange;

“Commodity Futures” has the meaning given to it in the relevant Supplemental Listing Document;

“Exchange Rate” has the meaning given to it in the relevant Supplemental Listing Document;

“Expiry Date” has the meaning given to it in the relevant Supplemental Listing Document;

“Final Settlement Price” has the meaning given to it in the relevant Supplemental Listing Document;

“Futures Contract” has the meaning given to it in the relevant Supplemental Listing Document;

“Futures Contract Exchange” has the meaning given to it in the relevant Supplemental Listing Document;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Second Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Series” means each series of the Warrants;

“Settlement Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Settlement Date” means the third CCASS Settlement Day after the Valuation Date;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Valuation Date” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 11; and

“Warrants” means the warrants specified as such in the relevant Supplemental Listing Document.

6. Registrar

No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants.

7. Purchases

8. Certificates

No certificate other than the Global Certificate will be issued in respect of the Warrants.

9. Meetings of Warrantholders; Modification

An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders whether or not they are present at the meeting.

Resolutions can be passed in writing if passed unanimously.

10. Notices

11. Disruption Event

If, in the opinion of the Issuer, a Disruption Event (as defined below) has occurred and is continuing on the Valuation Date, then the Issuer will determine the Final Settlement Price or the Exchange Rate (as the case may be) on the basis of its good faith estimate of the Final Settlement Price or the Exchange Rate (as the case may be), that would have prevailed on that day but for the occurrence of the Disruption Event.

For the purposes of these Conditions, a “Disruption Event” means (1) any circumstances in which the Final Settlement Price or the Exchange Rate cannot be determined by the Issuer on the Valuation Date in the manner set out in these Conditions or (2) the occurrence since the Issue Date of a material change in the formula for or the method of calculating the price of the Commodity and/or the Futures Contract or (3) the occurrence since the Issue Date of a material change in the content, composition or constitution of the Commodity or the Futures Contract or (4) the replacement of the Futures Contract by a new commodity futures contract as announced by the Futures Contract Exchange or any or competent market authority or (5) the occurrence or existence, on a Valuation Date during the one-half hour period that ends at the close of trading, of any of:

(i) the suspension or limitation of the trading of the Futures Contract; or

(ii) the suspension or limitation of the trading of options or futures relating to the Futures Contract on any options or futures exchanges or generally.

For the purposes of this definition, (i) the limitation on the number of hours or days of trading will not constitute a Disruption Event if it results from an announced change in the regular business hours of any exchange, and (ii) a limitation imposed on trading including but not limited to unforeseen circumstances such as by reason of the movements in price exceeding the levels permitted by any relevant exchange or any act of God, war, riot, public disorder, explosion, terrorism or otherwise, occurring and/or existing during the one-half hour period that ends at the regular time for the close of trading, will constitute a Disruption Event.

12. Further Issues

The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants.

13. Adjustments

(ii) determined by the Issuer in good faith to be appropriate and commercially reasonable.

14. Good Faith and Commercially Reasonable Manner

Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner.

15. Governing Law

16. Language

17. Prescription

SG Securities (HK) Limited:

Level 38 Three Pacific Place 1 Queen’s Road East Hong Kong

PART F – TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER SINGLE UNIT TRUST (GLOBAL FORM OF CERTIFICATE)

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

(b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Warrants provide for cash settlement on exercise. The Warrants do not entitle the Warrantholders to delivery of any Units, are not secured by Units and do not entitle Warrantholders to any interest in any Units.

2. Warrant Rights and Exercise Expenses

3. Illegality or Impracticability

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(d) For the purposes of these Conditions:

“Average Price” means the arithmetic mean of the closing prices of one Unit (as derived from the daily quotation sheet of the Stock Exchange, subject to any adjustments to such closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) in respect of each Valuation Date;

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“Business Day” means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong;

“Cash Settlement Amount” means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to:

(i) in respect of a series of call Warrants:

Cash Settlement Entitlement x (Average Price – Exercise Price) x one Board Lot Amount per = Number of Warrants per Entitlement Board Lot

(ii) in respect of a series of put Warrants:

Cash Settlement Entitlement x (Exercise Price – Average Price) x one Board Lot Amount per = Number of Warrants per Entitlement Board Lot

For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero;

“CCASS Settlement Day” has the meaning ascribed to the term “Settlement Day” in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time;

“Entitlement” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Exercise Price” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Expiry Date” has the meaning given to it in the relevant Supplemental Listing Document;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Market Disruption Event” means:

(1) the occurrence or existence on any Valuation Date during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Stock Exchange or otherwise) on the Stock Exchange (i) in the Units; or (ii) any options or futures contracts relating to the Units if, in any such case, such suspension or limitation is, in the determination of the Issuer, material;

(2) the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a “BLACK” rainstorm signal on an day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the “BLACK” rainstorm signal having been issued; or

(3) a limitation or closure of the Stock Exchange due to any unforeseen circumstances;

“Number of Warrants per Entitlement” has the meaning given to it in the relevant Supplemental Listing Document;

“Series” means each series of the Warrants;

“Settlement Currency” has the meaning given to it in the relevant Supplemental Listing Document;

“Settlement Date” means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Average Price is determined in accordance with the Conditions;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited or the principal stock exchange in Hong Kong for the time being on which the Units are listed;

“Trust” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7;

“Unit” has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7, and “Units” shall be construed accordingly;

“Valuation Date” means each of the five Business Days immediately preceding the Expiry Date, provided that if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on any Valuation Date, then that Valuation Date shall be postponed until the first succeeding Business Day on which there is no Market Disruption Event irrespective of whether that postponed Valuation Date would fall on a Business Day that is already or is deemed to be a Valuation Date. For the avoidance of doubt, in the event that a Market Disruption Event has occurred and a Valuation Date is postponed as aforesaid, the closing price of the Units on the first succeeding Business Day will be used more than once in determining the Average Price, so that in no event shall there be less than five closing prices used to determine the Average Price.

If the postponement of the Valuation Date as aforesaid would result in the Valuation Date falling on or after the Expiry Date then:

(i) the Business Day immediately preceding the Expiry Date (the “Last Valuation Date”) shall be deemed to be the Valuation Date notwithstanding the Market Disruption Event; and

(ii) the Issuer shall determine the closing price of the Units on the basis of its good faith estimate of the price that would have prevailed on the Last Valuation Date but for the Market Disruption Event; and

“Warrants” means the warrants specified as such in the relevant Supplemental Listing Document.

6. Registrar

No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants.

7. Adjustments

(a) Rights Issues. If and whenever the Trust shall, by way of Rights (as defined below), offer new Units for subscription at a fixed subscription price to the holders of existing Units pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Business Day on which the trading in the Units of the Trust becomes ex-entitlement in accordance with the following formula:

Adjusted Entitlement = Adjustment Factor x E

Where :

1 + M Adjustment Factor = 1 + (R/S) x M

E: Existing Entitlement immediately prior to the Rights Offer

S: Cum-Rights Unit price determined by the closing price on the Stock Exchange on the last Business Day on which Units are traded on a cum-Rights basis

R: Subscription price per Unit as specified in the Rights Offer plus an amount equal to any distributions or other benefits foregone to exercise the Rights

M: Number of new Unit(s) (whether a whole or a fraction) per existing Unit each holder thereof is entitled to subscribe

For the purposes of these Conditions:

"Rights" means the right(s) attached to each existing Unit or needed to acquire one new Unit (as the case may be) which are given to the holders of existing Units to subscribe at a fixed subscription price for new Units pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights).

(b) Bonus Issues. If and whenever the Trust shall make an issue of Units credited as fully paid to the holders of Units generally (other than pursuant to a scrip distribution or similar scheme for the time being operated by the Trust or otherwise in lieu of a cash distribution and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Business Day on which the trading in the Units of the Trust becomes ex-entitlement in accordance with the following formula:

Adjusted Entitlement = Adjustment Factor x E

Where :

Adjustment Factor = 1 + N

E: Existing Entitlement immediately prior to the Bonus Issue

N: Number of additional Units (whether a whole or a fraction) received by a holder of existing Units for each Unit held prior to the Bonus Issue

(c) Subdivisions or Consolidations. If and whenever the Trust shall subdivide its Units or any class of its outstanding units into a greater number of units (a "Subdivision") or consolidate the Units or any class of its outstanding unit into a smaller number of units (a "Consolidation"), then:

in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect.

(d) Restructuring Events. If it is announced that the Trust:

(i) is to or may merge with or into any other trust or consolidate with or into any other trust or corporation (including becoming, by agreement or otherwise, controlled by any person or corporation); or

(ii) is to or may sell or transfer all or substantially all of its assets;

then (except where the Trust is the surviving trust in a merger), the rights attaching to the Warrants may in the absolute discretion of the Issuer be amended no later than the Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a “Restructuring Event”) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of Units of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Unit(s) (as the case may be) to which a holder of the number of Units comprising the Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event.

(e) Cash Distribution. No capital adjustment will be made for an ordinary cash distribution (whether or not it is offered with a scrip alternative) (“Ordinary Distribution”). For any other forms of cash distribution (each a “Cash Distribution”) announced by the Trust, such as a cash bonus, special distribution or extraordinary distribution, no capital adjustment will be made unless the value of the Cash Distribution accounts for 2 percent. or more of the Unit’s closing price on the day of announcement by the Trust.

If and whenever the Trust shall make a Cash Distribution credited as fully paid to the holders of Units generally, the Entitlement shall be adjusted to take effect on the Business Day on which trading in the Units becomes ex-entitlement in respect of the relevant Cash Distribution ( “Cash Distribution Adjustment Date”) in accordance with the following formula:

Adjusted Entitlement = Adjustment Factor x E

Where:

S - OD Adjustment Factor = S - OD - CD

E: Existing Entitlement immediately prior to the Cash Distribution

S: The closing price of the Unit on the Stock Exchange on the Business Day immediately preceding the Cash Distribution Adjustment Date

CD: The Cash Distribution per Unit

OD: The Ordinary Distribution per Unit, provided that the date on which the Units are traded on an ex- Ordinary Distribution basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Units are traded on an ex-Ordinary Distribution basis is not the Cash Distribution Adjustment Date

(ii) determined by the Issuer in good faith to be appropriate and commercially reasonable.

8. Purchases

9. Certificates

No certificate other than the Global Certificate will be issued in respect of the Warrants.

10. Meetings of Warrantholders; Modification

An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting.

Resolutions can be passed in writing if passed unanimously.

11. Notices

12. Termination or Liquidation

(a) In the event of a Termination or the liquidation or dissolution of the trustee of the Trust (including any successor trustee appointed from time to time) (“Trustee”) (in its capacity as trustee of the Trust) or the appointment of a liquidator or receiver or administrator or analogous person under Hong Kong or other applicable law in respect of the whole or substantially the whole of the Trustee’s undertaking, property or assets, all unexercised Warrants will lapse and shall cease to be valid for any purpose. In the case of a Termination, the unexercised Warrants will lapse and shall cease to be valid for any purpose on the effective date of the Termination, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of the Trustee’s undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law.

(b) For the purpose of this Condition 12, “Termination” means (a) the Trust is terminated, or the Trustee or the manager of the Trust (including any successor manager appointed from time to time) (“Manager”) is required to terminate the Trust under the trust deed (“Trust Deed”) constituting the Trust or applicable law, or the termination of the Trust commences; (b) the Trust is held or is conceded by the Trustee or the Manager not to have been constituted or to have been imperfectly constituted; (c) the Trustee ceases to be authorised under the Trust to hold the property of the Trust in its name and perform its obligations under the Trust Deed; or (d) the Trust ceases to be authorised as an authorised collective investment scheme under the Securities and Futures Ordinance (Cap. 571, The Laws of Hong Kong).

13. Further Issues

The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants.

14. Delisting

(a) If at any time the Units cease to be listed on the Stock Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the Warrants as it shall, in its absolute discretion, consider appropriate to ensure, so far as it is reasonably able to do so, that the interests of the Warrantholders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Warrantholder or the tax or other consequences that may result in any particular jurisdiction).

(b) Without prejudice to the generality of Condition 14(a), where the Units are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Stock Exchange and the Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances.

15. Good Faith and Commercially Reasonable Manner

Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner.

16. Governing Law

17. Language

18. Prescription

SG Securities (HK) Limited:

Level 38 Three Pacific Place 1 Queen’s Road East Hong Kong

100

PART G - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER SINGLE FOREIGN EQUITIES (GLOBAL FORM OF CERTIFICATE)

1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses

A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited.

The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument.

101

2. Warrant Rights and Exercise Expenses

3. Illegality or Impracticability

(a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of:

(i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or

(each of (i) and (ii), a “Change in Law Event”); or

(b) for it or any of its affiliates to maintain the Issuer’s hedging arrangements with respect to the Warrants due to a Change in Law Event.

102

4. Expiry Date

Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date.

5. Exercise of Warrants

(a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof.

(d) For the purposes of these Conditions:

“Average Price” means the arithmetic mean of the official closing prices of one Share (subject to any adjustments to such official closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) in respect of each Valuation Date;

“Board Lot” has the meaning given to it in the relevant Supplemental Listing Document;

“Business Day” means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong;

“Cash Settlement Amount” means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to:

(i) in respect of a series of call Warrants:

Cash Settlement Amount Entitlement x (Average Price – Exercise Price) x one Board Lot = per Board Lot Number of Warrants per Entitlement

103

(ii) in respect of a series of put Warrants:

Cash Settlement Amount Entitlement x (Exercise Price – Average Price) x one Board Lot = per Board Lot Number of Warrants per Entitlement

in each case, converted (if applicable) from the Underlying Currency into the Settlement Currency at the Exchange Rate.