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 2 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