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FR0011141597 ( en EUR )

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Société Générale est une banque universelle française offrant des services de banque de détail, banque privée, banque d'investissement et gestion d'actifs.

L'obligation de Société Générale (FR0011141597), émise en France et libellée en EUR, avec un taux d'intérêt de 0%, est arrivée à échéance le 04/05/2022 et a été intégralement remboursée au prix nominal de 100%.

Debt Issuance Programme Prospectus dated 21 April 2011
Prospectus relatif au Programme d'Emission de Titres de Créance en date du 21 avril 2011

SOCIÉTÉ GÉNÉRALE
SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
en qualité d'Émetteur et de Garant
(incorporated in France)
(Société de droit français)
SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V.
SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V.
as Issuer
en qualité d'Émetteur
(incorporated in Curaçao)
(Société de droit de Curaçao)
and
et
SG OPTION EUROPE
SG OPTION EUROPE
as Issuer
en qualité d'Émetteur
(incorporated in France)
(Société de droit français)
125,000,000,000
Programme d'Émission de Titres de Créance
Euro Medium Term Note Programme
(Euro Medium Term Note Programme)
(the Programme)
de 125.000.000.000 (le Programme)
The debt issuance programme prospectus (the Base
Le prospectus relatif au programme d'emission de titres de
Prospectus) and the prospectus relatif au programme
créance (le Prospectus de Base) et le debt issuance
d'emission de titres de créance (the Prospectus de Base),
programme prospectus (le Base Prospectus), décrivant le
describing the Programme, together constitute the base
Programme, constituent ensemble le prospectus de base et la
prospectus and the programme documentation for the
documentation de programme pour les besoins de l'article 5.4
purposes of Article
5.4 of Directive
2003/71/EC (the
de la Directive 2003/71/CE (la Directive Prospectus) telle
Prospectus Directive) as amended (which includes the
que modifiée (ce qui inclut les modifications apportées par la
amendments made by Directive 2010/73/EU (the 2010 PD
Directive 2010/73/EU (la Directive de 2010 Modifiant la
Amending Directive) to the extent that such amendments
DP) dans la mesure où ces modifications ont été transposées
have been implemented in a Member State of the European
dans un Etat-Membre de l'Espace Economique Européen
Economic Area (EEA)) and the listing rules of the SIX Swiss
(EEE)) et des règles de cotation de la SIX Swiss Exchange
Exchange Ltd (the SIX Swiss Exchange), respectively.
SA (la SIX Swiss Exchange), respectivement.
As a consequence, the Programme is described in
Le Programme fait en conséquence l'objet d'une
documentation in both English and French; the Prospectus de
documentation bilingue, en langue française et en langue
Base is a direct translation of the Base Prospectus, except that
anglaise, la présente version en langue française une
the Base Prospectus contains certain information relating to
traduction directe du Base Prospectus, à l'exception du fait
Sharia Compliant Certificates and certain additional
que le Base Prospectus contient certaines informations
information contained in the section headed "Taxation" that
relatives aux "sharia compliant certificates" et certaines
are not included in the Prospectus de Base.
informations supplémentaires dans la section "Fiscalité" qui
n'aparaissent pas dans le Prospectus de Base.
In respect of any issue of Notes the binding language of the
documentation in respect of such issue (including without
Pour toute émission de Titres, la langue de la documentation
limitation this Base Prospectus) shall be specified in the
d'une telle émission (ce qui comprend, sans limitation, le
applicable Final Terms in which case any documents in
Prospectus de Base) faisant foi devra être indiquée dans les
relation to such issue in the other language shall be non-
Conditions Définitives applicables, ce qui signifie que tout
binding and for information purposes only. Accordingly, the
document relatif à une telle émission rédigé dans l'autre
English version of the Base Prospectus shall be the binding
langue ne fera pas foi et ne sera fourni qu'à des fins
version and prevail in the event of any discrepancy over the
d'information. En conséquence, la version en langue
French version thereof in respect of Notes whose Final Terms
française du Prospectus de Base sera la version faisant foi et
specify English as the binding language and the French
prévaudra, en cas de différence, sur la version anglaise de ce
version thereof shall be the binding version and prevail in the
document pour les Titres dont les Conditions Définitives
event of any discrepancy over the English version in respect
prévoient le français comme langue faisant foi, et la version
of Notes whose Final Terms specify French as the binding
anglaise de ce document sera la version faisant foi et
language.
prévaudra, en cas de différence, sur la version française pour
les Titres dont les Conditions Définitives prévoient l'anglais
comme langue faisant foi.

DEBT ISSUANCE PROGRAMME PROSPECTUS
Dated 21 April 2011

SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)

SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V.
as Issuer
(incorporated in Curaçao)

and
SG OPTION EUROPE
as Issuer
(incorporated in France)

125,000,000,000
Euro Medium Term Note Programme
Under this 125,000,000,000 Euro Medium Term Note Programme (the Programme), each of Société Générale, SGA Société Générale Acceptance N.V. and SG Option
Europe (each an Issuer and together the Issuers) may from time to time issue Notes (the Notes such definition to include CDIs, as defined below, where applicable) denominated in any
currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant Purchaser(s) (as defined below). On 27 April 2010 Société Générale, SGA Société Générale Acceptance
N.V. and SG Option Europe issued a Base Prospectus describing the Programme. This Base Prospectus supersedes and replaces that prospectus, the supplements thereto and all previous
offering circulars and supplements thereto. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This
does not affect any Notes already in issue.
Payments in respect of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe will be unconditionally and irrevocably guaranteed by Société
Générale (in such capacity, the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity. The maximum aggregate nominal amount of all Notes from time to time
outstanding will not exceed 125,000,000,000 (or its equivalent in other currencies calculated as described herein) or such greater amount as is agreed between the parties to the amended
and restated programme agreement dated 21 April 2011 (the Programme Agreement, which expression includes the same as it may be updated or supplemented from time to time).
The Notes will be issued to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed under the Programme
from time to time (each a Dealer and together the Dealers) on a continuing basis. Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to
as Purchasers. The terms and conditions of the English Law Notes and the Uncertificated Notes are set out herein in the section headed "Terms and Conditions of the English Law Notes
and the Uncertificated Notes" and the terms and conditions of the French Law Notes are set out herein in the section headed "Terms and Conditions of the French Law Notes".
English Law Notes (as defined below) may be issued in bearer form (Bearer Notes) or registered certificated form (Registered Notes) or in uncertificated registered form
(EUI Notes) or (as appropriate) as Uncertificated SIS Notes (as defined below). Noteholders may hold EUI Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo
Limited) (such clearing system, EUI) either directly (CREST Notes) or through the issuance of CREST Depository Interests (such securities, CDIs) representing underlying Notes
(CREST Notes and CDIs together to be known as EUI Notes). CDIs are independent securities constituted under English law and transferred through CREST. CDIs will be issued by
CREST Depository Limited pursuant to a global deed poll dated 25 June 2001 (as subsequently modified, supplemental and/or restated, the CREST Deed Poll), as all more fully described
in the section headed Book Entry Clearance Systems. French Law Notes (as defined below) may be issued in dematerialised form or materialised form. Uncertificated Notes (as defined
below) will be issued in uncertificated and dematerialised book-entry form, in each case, as more fully set out in "Form of the Notes" herein.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated
10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market (regulated by Directive 2004/39/EC) and to be listed on the Official List of the Luxembourg
Stock Exchange.
English Law Notes and French Law Notes will constitute obligations under French law, within the meaning of Article L.213-5 of the French Code monétaire et financier, if
so specified in the relevant Final Terms.
Application has also been made to the SIX Swiss Exchange Ltd (the SIX Swiss Exchange) to approve this document as an "issuance programme" for the listing of
derivatives and an "issuance programme" for the listing of bonds, both in accordance with the listing rules of the SIX Swiss Exchange. In respect of Notes to be listed on the SIX Swiss
Exchange, this Base Prospectus and the relevant Final Terms will constitute the listing prospectus pursuant to the listing rules of the SIX Swiss Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained
herein which are applicable to each Tranche (as defined in the Terms and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms) which (except in
the case of Private Placement Notes (as defined below)) will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such
other or further stock exchanges or markets as may be agreed between the relevant Issuer, the Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted Notes and/or Notes
not admitted to trading on any market.
Each Issuer may agree with any Purchaser that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes as set out herein, in which case a
Base Prospectus Supplement, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

ARRANGER

Société Générale Corporate & Investment Banking

DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust

2

TABLE OF CONTENTS
Section
Page

SUMMARY OF THE PROGRAMME ................................................................................................................ 11
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................... 23
RISK FACTORS .................................................................................................................................................. 28
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 51
ONGOING PUBLIC OFFERS............................................................................................................................. 56
FORM OF THE NOTES ...................................................................................................................................... 60
FORM OF FINAL TERMS (LESS THAN EUR[100,000/50,000] (OR ITS EQUIVALENT IN
ANOTHER CURRENCY)) ................................................................................................................... 70
FORM OF FINAL TERMS (AT LEAST EUR[100,000/50,000] (OR ITS EQUIVALENT IN
ANOTHER CURRENCY)) ................................................................................................................. 115
FORM OF FINAL TERMS WITH SHARIA PRINCIPLES (LESS THAN EUR[100,000/50,000] (OR
ITS EQUIVALENT IN ANOTHER CURRENCY)) ........................................................................... 159
FORM OF FINAL TERMS WITH SHARIA PRINCIPLES (AT LEAST EUR[100,000/50,000] (OR
ITS EQUIVALENT IN ANOTHER CURRENCY)) ........................................................................... 208
CORRESPONDENCE TABLE FOR THE FORM OF FINAL TERMS COMPLIANT WITH
SHARIA PRINCIPLES........................................................................................................................ 255
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES AND THE UNCERTIFICATED
NOTES................................................................................................................................................. 256
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES..................................................................... 308
TECHNICAL ANNEX....................................................................................................................................... 348
FORM OF DEED OF GUARANTEE................................................................................................................ 488
USE OF PROCEEDS ......................................................................................................................................... 493
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE..................................................................................................... 494
DESCRIPTION OF SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. ........................................................ 495
DESCRIPTION OF SG OPTION EUROPE ...................................................................................................... 499
BOOK ENTRY CLEARANCE SYSTEMS....................................................................................................... 504
TAXATION ....................................................................................................................................................... 510
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ........................................................................ 578
GENERAL INFORMATION............................................................................................................................. 598
INDEX OF DEFINED TERMS ......................................................................................................................... 602

PROSPECTUS RELATIF AU PROGRAMME D'EMISSION DE TITRES DE CREANCE........................... 619

3

This Base Prospectus comprises a separate base prospectus in respect of each of Société Générale, SGA
Société Générale Acceptance N.V. and SG Option Europe for the purposes of Article 5.4 of Directive
2003/71/EC (as amended by Directive 2010/73/EU (the 2010 PD Amending Directive)) (the Prospectus
Directive).
This Base Prospectus does not constitute a "prospectus" for the purposes of the Prospectus Directive in
respect of any Notes (i) involving an offer to the public outside the EEA or of a type listed in Article 3.2 of
the Prospectus Directive and (ii) which are not admitted to trading on a regulated market under Article
3.3 of the Prospectus Directive (any such Notes, Private Placement Notes).
An investment in Notes does not constitute a participation in a collective investment scheme for Swiss law
purposes. Therefore, issues of Notes are not supervised by the Swiss Financial Market Supervisory
Authority FINMA and potential investors do not benefit from the specific investor protection provided
under the Swiss Federal Act on Collective Investment Schemes.
CERTAIN ISSUES OF NOTES MAY NOT BE SUITABLE INVESTMENTS FOR ALL INVESTORS.
NO INVESTOR SHOULD PURCHASE A NOTE UNLESS SUCH INVESTOR UNDERSTANDS, AND
IS ABLE TO BEAR THE YIELD, MARKET LIQUIDITY, STRUCTURE, REDEMPTION AND
OTHER RISKS ASSOCIATED WITH THE NOTE. FOR FURTHER DETAILS, SEE "RISK
FACTORS" HEREIN.
Each Issuer and the Guarantor (the Responsible Persons) accepts responsibility for the information
contained in this Base Prospectus. To the best of the knowledge and belief of each Issuer and the Guarantor
(each having taken all reasonable care to ensure that such is the case) the information contained in this Base
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Purchaser or the Managers and the persons named in or identifiable following the applicable Final
Terms as the Financial Intermediaries, as the case may be.
Copies of Final Terms will be available free of charge from the head office of each of Société
Générale, SGA Société Générale Acceptance N.V. and SG Option Europe and the specified office of each of the
Paying Agents (as defined below), in each case at the address given at the end of this Base Prospectus (provided
that Final Terms relating to Private Placement Notes will only be available for inspection by a holder of such
Notes upon production of evidence satisfactory to the relevant Issuer or Paying Agent as to its holding of such
Notes and identity).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the
Dealers as to the accuracy or completeness of the information contained or incorporated by reference in this
Base Prospectus or any other information provided by any of the Issuers or the Guarantor. The Dealers do not
accept any liability in relation to the information contained or incorporated by reference in this Base Prospectus
or any other information provided by any of the Issuers or the Guarantor in connection with the Programme or
the Notes.

4

Any person (an Investor) intending to acquire or acquiring any securities from any person (an
Offeror) should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the
Issuer may be responsible to the Investor for the Base Prospectus only if the Issuer is acting in association with
that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or
not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association with the Issuer,
the Investor should check with the Offeror whether anyone is responsible for the Base Prospectus for the
purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA
Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any
doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take
legal advice.
Subject as provided in the applicable Final Terms, the only person(s) authorised to use this Base
Prospectus in connection with an offer of Notes is/are the person(s) named in the applicable Final Terms as the
relevant Dealer, the Managers or the Financial Intermediaries, as the case may be.
No person is or has been authorised by any of the Issuers or the Guarantor to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by any of the Issuers, the Guarantor or any of
the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation or a statement of opinion (or a report on either of those things) by any of the Issuers, the
Guarantor or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme or the Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the relevant Issuer and, if appropriate, the Guarantor. Neither this
Base Prospectus nor any other information supplied in connection with the Programme or the Notes constitutes
an offer or invitation by or on behalf of any of the Issuers, the Guarantor or any of the Dealers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning any of the Issuers or the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with the
Programme or the Notes is correct as of any time subsequent to the date indicated in the document containing
the same. The Dealers expressly do not undertake to review the financial condition or affairs of any of the
Issuers or the Guarantor during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Each Issuer, the Guarantor and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to the
contrary in the applicable Final Terms, no action has been taken by any Issuer, the Guarantor or the Dealers
which is intended to permit a public offering of any Notes outside the EEA or distribution of this Base
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered
or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Note
comes must inform themselves about, and observe, any such restrictions on the distribution of this Base

5

Prospectus and the offering and sale of Notes (see the section headed "Subscription, Sale and Transfer
Restrictions").
The Notes and any guarantee thereof have not been and will not be registered under the U.S. Securities
Act of 1933, as amended, (the Securities Act) or under any state securities laws and none of the Issuers nor the
Guarantor have registered or will register as an investment company under the U.S. Investment Company Act of
1940, as amended (the Investment Company Act). Accordingly, the Notes may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the
registration requirements of the Securities Act in a transaction that will not cause the Issuer or the Guarantor, as
the case may be, to become required to register under the Investment Company Act. The Permanently Restricted
Notes (as defined below) may not at any time be offered, sold, resold, traded, pledged, redeemed, transferred or
delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, and
may not be legally or beneficially owned at any time by any U.S. person (as defined in Regulation S, a
U.S. Person) and accordingly are being offered and sold outside the United States to persons that are not U.S.
Persons in reliance on Regulation S. By its purchase of a Note (other than a Permanently Restricted Note), each
purchaser will be deemed to have agreed that it may not resell or otherwise transfer the Note held by it except
(a) to the Issuer or any affiliate thereof, (b) inside the United States to a person that is a qualified purchaser
within the meaning of Section 2(a)(51) of the Investment Company Act and the rules thereunder (a QP)
reasonably believed by the Seller to be a qualified institutional buyer, as defined under Rule 144A under the
Securities Act (a QIB), purchasing for its own account or for the account of a QIB that is also a QP in a
transaction meeting the requirements of Rule 144A, (c) outside the United States in compliance with Rule 903
or Rule 904 under the Securities Act, or (d) pursuant to an effective registration statement under the Securities
Act, in each case in accordance with all applicable U.S. State securities laws. By its purchase of a Permanently
Restricted Note, each purchaser will be deemed to have agreed that it may not resell or otherwise transfer any
Permanently Restricted Note held by it except outside the United States in an offshore transaction to a person
that is not a U.S. Person. Non-U.S. Registered Notes means Registered Notes sold exclusively outside the
United States in reliance on Regulation S and permanently restricted from sale, transfer or delivery in the United
States or to a U.S. Person. Permanently Restricted Notes means Non-U.S. Registered Notes, Uncertificated
Notes which are designated in the Final Terms to be Permanently Restricted Notes and Dematerialised Notes
which are designated in the Final Terms to be Permanently Restricted Notes.
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code of 1986 (the Code) and the U.S. Treasury regulations promulgated thereunder.
This Base Prospectus has been prepared on the basis that, except to the extent subparagraph (ii) below
may apply, any offer of Notes in any Member State of the EEA which has implemented the Prospectus Directive
(each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are
the subject of an offering contemplated in this Base Prospectus as completed by final terms in relation to the
offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus
for such offer has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided
that any such prospectus has subsequently been completed by final terms which specify that offers may be made
other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State, such offer is made
in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as
applicable and the Issuer has consented in writing to its use for the purpose of such offer. Except to the extent
subparagraph (ii) above may apply, neither the Issuer nor any Dealer has authorised, nor does it authorise, the
making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer.

6

U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited
number of QIBs that are also QPs for informational use solely in connection with the consideration of the
purchase of the Notes being offered hereby. Its use for any other purpose in the United States is not authorised.
It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed
to anyone other than the prospective investors to whom it is originally submitted.
Registered Notes (other than Permanently Restricted Notes) may be offered or sold within the United
States only to QIBs that are also QPs in transactions exempt from the registration requirements of the Securities
Act and that will not require any Issuer or the Guarantor to register under the Investment Company Act. Each
U.S. purchaser of Registered Notes (other than Permanently Restricted Notes) is hereby notified that the offer
and sale of any Registered Notes (other than Permanently Restricted Notes) to it may be being made in reliance
upon the exemption from the registration requirements of the Securities Act provided by Rule 144A; provided
that Permanently Restricted Notes may not be offered, sold, resold, traded, pledged, redeemed, transferred or
delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. Person, and
any offer, sale, resale, trade, pledge, redemption, transfer or delivery made, directly or indirectly, within the
United States or to, or for the account or benefit of, a U.S. Person will not be recognised.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or a Combined Global
Note (each as defined below) or any Notes issued in registered form in exchange or substitution therefor
(together Legended Notes) and each purchaser or holder of Permanently Restricted Notes will be deemed, by its
acceptance or purchase of any such Legended Notes or Permanently Restricted Notes to have made certain
representations and agreements intended to restrict the resale or other transfer of such Notes as set out in
"Subscription and Sale". Unless otherwise stated, terms used in this paragraph have the meanings given to them
in "Form of the Notes".
The Notes and any guarantee thereof have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the SEC), any State securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing Authorities passed upon or endorsed the merits of the
offering of the Notes or the accuracy or adequacy of this Base Prospectus. Any representation to the contrary is
a criminal offence in the United States.

7

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" within the meaning of the Securities Act, the Issuers have undertaken in a deed poll
dated 21 April 2011 (the Deed Poll) to furnish, upon the request of a holder of such Notes or any beneficial
interest therein, to such holder or to a prospective purchaser designated by him, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the relevant Issuer is
neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, (the Exchange Act) nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuers are corporations organised under the laws of Curaçao and France respectively (each a
Relevant Jurisdiction). All of the officers and directors named herein reside outside the United States and all or
a substantial portion of the assets of the relevant Issuer and of such officers and directors are located outside the
United States. As a result, it may not be possible for investors to effect service of process in connection with a
cause of action under the laws of a jurisdiction other than England and Wales outside the Relevant Jurisdiction
upon the relevant Issuer or such persons, or to enforce judgments against them obtained in courts outside the
Relevant Jurisdiction predicated upon civil liabilities of the relevant Issuer or such directors and officers under
laws other than those of the Relevant Jurisdiction, including any judgment predicated upon United States federal
securities laws.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Each Issuer maintains its financial books and records and prepares its financial statements in
accordance with financial reporting standards which differ in certain important respects from generally accepted
accounting principles in the United States (U.S. GAAP).
INTERPRETATION
All references in this document and any applicable Final Terms to:
(i)
"U.S. dollars", "U.S.$" or "USD" refer to the currency of the United States of America, those to
"Sterling" and "£" refer to the currency of the United Kingdom, those to "Australian dollars" and "A$"
refer to the currency of Australia, those to "Swiss Francs" and "CHF" refer to the currency of
Switzerland, those to "Japanese Yen" and "¥" refer to the currency of Japan, those to "euro", "Euro",
"EUR" and "" refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended and
those to "RMB", "CNY" or "Renminbi" refer to the lawful currency of the People's Republic of China,

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which for the purpose of this document, excludes the Hong Kong Special Administrative Region of the
People's Republic of China, the Macau Special Administrative Region of the People's Republic of
china and Taiwan (the PRC);
(ii)
any three letter alphabetic currency codes, including but not limited to the three letter alphabetic
currency codes set out below, shall have the meaning given to them pursuant to ISO 4217 (the
international standard currency code established by the International Organization for Standardization):

Alphabetic Code
Country
Currency
AUD AUSTRALIA
Australian
Dollar
CAD CANADA
Canadian
Dollar
CHF SWITZERLAND
Swiss
Franc
CNY CHINA
Yuan
Renminbi
CZK CZECH
REPUBLIC
Czech
Koruna
EUR EUROPEAN
MEMBER
Euro
STATES1
GBP
UNITED KINGDOM
Pound Sterling
HKD
HONG KONG
Hong Kong Dollar
HUF HUNGARY
Forint
ILS
ISRAEL
New Israeli Sheqel
JPY JAPAN
Yen
MXN MEXICO
Mexican
Peso
NOK NORWAY
Norwegian
Krone
NZD
NEW ZEALAND
New Zealand Dollar
PLN POLAND
Zloty
RON ROMANIA
Leu
SEK SWEDEN
Swedish
Krona
SGD SINGAPORE
Singapore
Dollar
TRY TURKEY
Turkish
Lira
USD UNITED
STATES
US
Dollar
ZAR SOUTH
AFRICA
Rand

1 European Member States that have adopted the Euro pursuant to the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.

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(iii)
the "Terms and Conditions" or the "Conditions" shall be to the terms and conditions of the English Law
Notes, the terms and conditions of Uncertificated Notes and/or the terms and conditions of the French
Law Notes, as appropriate; and
(iv)
the "Notes" shall be to the English Law Notes, Uncertificated Notes and/or the French Law Notes, as
appropriate. For the avoidance of doubt, in the section headed "Terms and Conditions of the English
Law Notes and the Uncertificated Notes", references to the "Notes" shall be to the English Law Notes
and/or Uncertificated Notes, as the context requires, and in the section headed "Terms and Conditions
of the French Law Notes", references to the "Notes" shall be to the French Law Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE
ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

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