Obligation Générale Effekten 0% ( IT0006723628 ) en EUR

Société émettrice Générale Effekten
Prix sur le marché 100 %  ▼ 
Pays  Allemagne
Code ISIN  IT0006723628 ( en EUR )
Coupon 0%
Echéance 05/10/2020 - Obligation échue



Prospectus brochure de l'obligation Societe Generale Effekten IT0006723628 en EUR 0%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 10 000 000 EUR
Description détaillée Société Générale Effekten est une filiale de Société Générale spécialisée dans la fourniture de services de compensation et de règlement des transactions financières sur les marchés boursiers.

L'obligation portant le code ISIN IT0006723628, émise par Societe Generale Effekten, une entité basée en Allemagne et filiale du groupe bancaire international français Societe Generale, a atteint sa pleine maturité et a été intégralement remboursée. Societe Generale est un acteur majeur de la finance mondiale, reconnu pour ses activités diversifiées allant de la banque de détail aux services bancaires d'investissement et à la gestion d'actifs, et sa branche Effekten est spécialisée dans l'émission de produits financiers structurés et d'obligations sur les marchés européens. Cette émission spécifique, libellée en euros (EUR), affichait un montant total de 10 000 000 EUR et était structurée avec une taille minimale d'achat de 1 000 EUR, rendant cet instrument accessible à un éventail d'investisseurs. Caractéristique notable, le taux d'intérêt de cette obligation était de 0%, ce qui, combiné à une fréquence de paiement enregistrée à 1, suggère fortement une structure de type zéro-coupon où le rendement était implicitement intégré au prix d'émission ou qu'il s'agissait d'une obligation à capitalisation sans paiement d'intérêts périodiques. La date d'échéance de cet instrument financier était fixée au 5 octobre 2020, et conformément à cette date, l'obligation a été remboursée à 100% de sa valeur nominale, confirmant ainsi sa bonne fin pour les détenteurs.










BASE PROSPECTUS DATED 15 June 2022

SOCIETE GENERALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
SOCIETE GENERALE EFFEKTEN GMBH
as Issuer
as Issuer
(incorporated in Luxembourg)
(incorporated in Germany)


Debt Instruments Issuance Programme

Under the Debt Instruments Issuance Programme (the Programme), each of Societe Generale, SG Issuer and Societe Generale Effekten GmbH (each an Issuer and together the
Issuers) may from time to time issue Notes (the Notes) denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant purchaser(s).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (as defined in "Terms and Conditions of the German Law Notes"), any reference in the
relevant section of this Base Prospectus and in the applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a reference to "Certificates" and "Certificateholders".
Notes issued under the Programme may either be unsecured or secured (Secured Notes), as specified in the applicable Final Terms and as further described herein.
Payments in respect of Notes issued by SG Issuer or Societe Generale Effekten GmbH will be unconditionally and irrevocably guaranteed by Societe Generale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis 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). 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 German Law Notes (the German Law Notes) are set out herein in the "Terms and Conditions of the German Law Notes".
German Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the German Law Notes").
Bearer Notes may be represented by one or more Global Notes (as defined in the section headed "Terms and Conditions of the German Law Notes").
Bearer Notes (other than Bearer SIS Notes) will be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes or NGN), a
common safekeeper (Common Safekeeper) on behalf of Euroclear Bank SA/NV as operator of the Euroclear System (Euroclear) and Clearstream Banking, S.A. (Clearstream,
Luxembourg) and Clearstream Banking AG, Germany (Clearstream, Germany). Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with the Swiss
securities services corporation SIX SIS Ltd (SIS) or any other intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss Exchange).
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) which is the Luxembourg competent authority for the
purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation and such approval shall not be considered as an endorsement of the Issuers, the Guarantor and of the quality
of the securities that are the subject of this Base Prospectus. The CSSF gives no undertaking as to the economic and financial soundness of the Notes issued under the Programme
or the quality or solvency of the Issuers, in accordance with the provisions of Article 6(4) of the Luxembourg act on prospectuses for securities dated 16 July 2019, as amended. Such
approval does not extend to money market instruments (as defined in the Prospectus Regulation) having a maturity of less than one year or to Notes (which are not publicly offered) to
be admitted to trading on the Euro MTF (as defined below).
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on (i) the Luxembourg Stock Exchange's regulated
market and to be listed on the Official List of the Luxembourg Stock Exchange and (ii) the multilateral trading facility Euro MTF of the Luxembourg Stock Exchange (the Euro MTF).
The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU of 15 May 2014 (as
amended, MiFID II) (a Regulated Market).
The Euro MTF is not a Regulated Market and accordingly the CSSF is not the competent authority for the approval of this Base Prospectus in connection with Notes issued under the
Programme which are admitted to trading on the Euro MTF, but the Euro MTF is subject to the supervision of the CSSF. The CSSF has neither reviewed nor approved any information
in this Base Prospectus pertaining to Notes admitted to trading on the Euro MTF. The CSSF therefore assumes no responsibility in relation to the issues of Notes admitted to trading
on the Euro MTF.
Notes issued under the Programme may also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market in any Member State of the EEA
and/or offered to the public in any Member State of the EEA. The applicable Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and
admitted to trading on any market and/or offered to the public in any Member State of the EEA and, if so, the relevant market.
This Base Prospectus has been approved on 15 June 2022 and is valid until 15 June 2023 and must during such period and in accordance with Article 23 of Regulation (EU) 2017/1129,
as amended, be completed by a supplement to the Base Prospectus in the event of any new significant facts or material errors or inaccuracies. The obligation to supplement the Base
Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Base Prospectus is no longer valid.
This Base Prospectus will be filed with SIX Exchange Regulation Ltd (prospectus office) as competent review body under the Swiss Financial Services Act (the "FinSA") for automatic
acceptance of this Base Prospectus as an issuance prospectus in accordance with article 54(2) of the FinSA.The CSSF has neither reviewed nor approved any information in this Base
Prospectus pertaining to Notes listed on SIX Swiss Exchange.
The Notes and any guarantee thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or under the securities
law of any state or political sub-division of the United States, and trading in the Notes has not been approved by the Commodity Futures Trading Commission (the CFTC) under the
United States Commodity Exchange Act of 1936, as amended (the CEA). No person has registered and no person will register as a commodity pool operator of any Issuer under the
CEA and the rules thereunder (the CFTC Rules) of the CFTC, and no Issuer has been and no Issuer will be registered as an investment company under the United States Investment
Company Act of 1940, as amended, and the rules and regulations thereunder (the Investment Company Act). The Notes are being offered and sold in reliance on an exemption from
the registration requirements of the Securities Act pursuant to Regulation S thereunder (Regulation S).
Accordingly, the Notes may not be offered, sold, pledged or otherwise transferred except in an "offshore transaction" (as defined under Regulation S) to or for the account or benefit of
a person who (a) is not a U.S. person as defined in Rule 902(k)(1) of Regulation S; and (b) is not a person who comes within any definition of U.S. person for the purposes of the CEA
or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a "Non-United States person" defined under CFTC Rule
4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not "Non-United States persons," shall be considered a U.S.
person) and (c) is not a "U.S. person" for purposes of the final rules implementing the credit risk retention requirements of Section 15G of the U.S. Securities Exchange Act of 1934, as
amended (the U.S. Risk Retention Rules) (a Risk Retention U.S. Person) (such a person or account, Permitted Transferee). The Notes described herein are available only to
Permitted Transferees.
The Notes are being offered and sold outside the United States to non-U.S. persons. The Notes are not being offered to investors in the United States or to any U.S. persons, including
qualified institutional buyers.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes which are applicable to each issuance (as defined in the
General 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 Exempted Swiss Public Offer Note or
Exempt Offer Note) (all as defined in the sections entitled "General Terms and Conditions of the German Law Notes")) will be filed with the CSSF.











THE NOTES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES OR
COMMODITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS
OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.

U.S. Treasury regulations issued under Section 871(m) of the U.S. Internal Revenue Code of 1986 (the Section 871(m) Regulations) generally impose a 30% withholding tax on
dividend equivalents paid or deemed paid (within the meaning of the relevant Section 871(m) Regulations) to a non-United States holder (a Non-U.S. Holder) with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities (U.S. Underlying Equities). Specifically, and subject to special rules from 2017 through 2022 set out
in Notice 2020-2 (the Notice), the Section 871(m) Regulations will generally apply to Notes issued on or after 1 January 2017 that substantially replicate the economic performance of
one or more U.S. Underlying Equities as determined by the Issuers on the date for such Notes as of which the expected delta of the product is determined by the Issuers based on
tests in accordance with the applicable Section 871(m) Regulations (for the purposes of the Notice, such Notes are deemed "delta-one" instruments) (the Specified Notes). A Note
linked to U.S. Underlying Equities which the Issuer has determined not to be a Specified Note will not be subject to withholding tax under Section 871(m) Regulations. Investors are
advised that the Issuer's determination is binding on all Non-U.S. Holders of the Notes, but it is not binding on the United States Internal Revenue Service (the IRS) and the IRS may
therefore disagree with the Issuer's determination.

The applicable Final Terms will specify if the Notes are Specified Notes, and, if so, whether the relevant Issuer or its withholding agent will withhold tax under Section 871(m) Regulations
and the rate of the withholding tax. Investors should note that if the Issuer or any withholding agent determines that withholding is required, neither the relevant Issuer nor the withholding
agent will be required to gross up any amounts withheld in connection with a Specified Note. Investors should consult their tax adviser regarding the potential application of Section
871(m) Regulations to their investment in the Notes.

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and
practices of the jurisdiction in which the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions
may be available for financial instruments such as the Notes. Potential investors are advised to consult their own tax adviser on the tax impacts of the acquisition, holding,
disposal and redemption of the Notes. The requirement to pay such taxes may reduce the effective yield on the Notes and may also have an adverse impact on their value.

IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes state "Prohibition of Sales to EEA Retail Investors" as Applicable, the Notes are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
2016/97/EU (as amended or superseded, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes state "Prohibition of Sales to UK Retail Investors", as Applicable, the Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive , where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II product governance/ target market ­ the Final Terms in respect of any Notes will include a legend entitled "MiFID II product governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
distributor) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the Product Governance rules under EU Delegated 2017/593 (the MiFID Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger or the Dealer nor any of their respective affiliates will be a
manufacturer for the purpose of the MIFID Product Governance Rules.

UK MiFIR product governance / target market ­ the Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
distributor) should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer
in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product
Governance Rules.

The CSSF has neither reviewed nor approved any information in relation to Notes which are only listed on the SIX Swiss Exchange or offered to the public solely in Switzerland.
___________________
ARRANGER
Societe Generale
_________________
DEALERS
Societe Generale
SG Option Europe










TABLE OF CONTENTS

Section
Page

GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................................. 1
RISK FACTORS ..................................................................................................................................................... 8
IMPORTANT INFORMATION ............................................................................................................................... 30
REGULATORY INFORMATION ........................................................................................................................... 38
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES .......................................... 48
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 53
FINAL TERMS ...................................................................................................................................................... 61
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................... 62
FORM OF THE NOTES ........................................................................................................................................ 63
FORM OF FINAL TERMS ..................................................................................................................................... 67
MUSTER DER ENDGÜLTIGEN BEDINGUNGEN ................................................................................................ 67
GENERAL TERMS AND CONDITIONS OF THE GERMAN LAW NOTES ........................................................ 140
ALLGEMEINE EMISSIONSBEDINGUNGEN DER DEUTSCHRECHTLICHEN SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 140
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .......................................................... 271
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN ZU FORMELN ........................................................................... 271
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ......................................................... 501
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR STRUKTURIERTE SCHULDVERSCHREIBUNGEN ........ 501
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS
LINKED NOTES ................................................................................................................................... 518
ZUSÄTZLICHE BEDINGUNGEN FÜR AKTIENBEZOGENE SCHULDVERSCHREIBUNGEN UND
DEPOSITARY RECEIPTS-BEZOGENE SCHULDVERSCHREIBUNGEN .......................................... 518
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 534
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INDEXBEZOGENE SCHULDVERSCHREIBUNGEN ....... 534
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 541
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR SGI-INDEXBEZOGENE SCHULDVERSCHREIBUNGEN 541
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES................................... 559
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR REFERENZSATZBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 559
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 561
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR WECHSELKURSBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 561
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 567
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ROHSTOFFBEZOGENE SCHULDVERSCHREIBUNGEN567
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 608
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FONDSBEZOGENE SCHULDVERSCHREIBUNGEN ...... 608
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 638
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR KREDITEREIGNISBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 638
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 770
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INFLATIONSBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 770
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ......................................................... 776
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ANLEIHEBEZOGENE SCHULDVERSCHREIBUNGEN .. 776
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES ........ 831
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ETP-BEZOGENE SCHULDVERSCHREIBUNGEN UND FÜR
ETF-BEZOGENE SCHULDVERSCHREIBUNGEN .............................................................................. 831


(i)







ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .......................... 854
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR NICHTEIGENKAPITALWERTPAPIERBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 854
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ..................................................... 858
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FUTUREBEZOGENE SCHULDVERSCHREIBUNGEN .... 858
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES .............................................. 868
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR PORTFOLIOBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 868
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 946
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR BESICHERTE SCHULDVERSCHREIBUNGEN ............... 946
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 981
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR VORZUGSAKTIENBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 981
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................. 987
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR OPTIONSSCHEINBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 987
FORM OF GUARANTEE .................................................................................................................................... 991
DESCRIPTION OF THE TRUST AGREEMENT AND THE LIMITATION OF RECOURSE IN RELATION TO
NOTES ISSUED BY SOCIETE GENERALE EFFEKTEN GMBH ........................................................ 994
DESCRIPTION OF SOCIETE GENERALE ........................................................................................................ 996
DESCRIPTION OF SG ISSUER ......................................................................................................................... 998
DESCRIPTION OF SOCIETE GENERALE EFFEKTEN GMBH ...................................................................... 1002
DESCRIPTION OF SOCIETE GENERALE INDICES ("SGI INDICES") .......................................................... 1006
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .................... 1008
BOOK ENTRY CLEARANCE SYSTEMS ......................................................................................................... 1010
WARNING REGARDING TAXATION .............................................................................................................. 1011
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ........................................................................... 1012
GENERAL INFORMATION .............................................................................................................................. 1021
ON-GOING NON-EXEMPT OFFERS ............................................................................................................... 1024


(ii)




General Description of the Programme


GENERAL DESCRIPTION OF THE PROGRAMME
The following description does not purport to be complete and is taken from, and is qualified in its entirety by, this Base
Prospectus and, in relation to the Terms and Conditions of any particular Tranche of Notes, the applicable Final Terms.
The following description constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 as amended implementing the Prospectus Regulation.
Words and expressions defined in the sections headed "Form of the Notes", "General Terms and Conditions of the German
Law Notes" shall have the same meanings in this general description.
Hyperlinks of websites referred to in the Base Prospectus are exclusively for information purposes and must not be
regarded as part of the Base Prospectus itself, unless the information to which they refer is incorporated by reference in
the Base Prospectus.
1.
PARTIES TO THE PROGRAMME
Issuers
- Societe Generale
Issuer Legal Entity Identifier (LEI): O2RNE8IBXP4R0TD8PU41
- SG Issuer
Issuer Legal Entity Identifier (LEI): 549300QNMDBVTHX8H127
- Societe Generale Effekten GmbH
Issuer Legal Entity Identifier (LEI): 529900W18LQJJN6SJ336
Guarantor
Societe Generale
Arranger
Societe Generale
Dealers
Societe Generale, SG Option Europe and any other Dealers appointed in accordance with the Programme
Agreement.
Listing Agent, Principal Paying Agent
Societe Generale Luxembourg
Paying Agents
Societe Generale (Paris); Societe Generale; Paris; Zurich Branch; Societe Generale; New York Branch; Societe
Generale Luxembourg; Societe Generale; Sucursal en España; Societe Generale Securities Services S.p.A.;
Computershare Investor Services (Jersey) Limited (for Notes cleared with Euroclear UK & Ireland Limited) and/or
any such additional or successor paying agent appointed in accordance with the General Terms and Conditions
of the German Law Notes.
In respect of Bearer SIS Notes, and other Notes listed on SIX Swiss Exchange, Societe Generale, Paris, Zurich
Branch shall act as Principal Swiss Paying Agent, together with further additional Swiss Paying Agents which may
be specified in the applicable Final Terms.
2. DESCRIPTION
Debt Instruments Issuance Programme.
Notes issued under the Programme are intended to constitute "non-equity securities", within the meaning of Article
2(c) of Prospectus Regulation.
3.
METHOD OF DISTRIBUTION
Notes may be distributed to qualified investors and/or non-qualified investors and, in each case, on a syndicated
or non-syndicated basis.
Notes may be offered at a price as specified in the applicable Final Terms which:
(a)
will be the Issue Price or the Issue Price up to a maximum specified in the applicable Final Terms,
represented by a distribution fee payable upfront by the Issuer to the distributors; or
(b)
will be the market price which will be determined by the Dealer on a daily basis (and, as the case may
be, in accordance with market conditions then prevailing including the current market price of the
Underlying(s)); and/or will evolve between the Issue Date and the last day of the Offer Period on a linear
basis in such way specified in the applicable Final Terms on the last day of the Offer Period and will be
provided by the Dealer to any Noteholders upon request; or
(c)
will be fully subscribed by the Dealer and thereafter offered to the public in the secondary market in
France, at the Issue Price, during the Offer Period; or
(d)
will evolve between dates specified in the applicable Final Terms in order to reach a specific maximum
level on a specific date, in accordance with the following formula:
Offer Price (t) = OfferPriceBase x (1 + ConvergencePercentage x Nb(t) / 360)
Where :


1




General Description of the Programme


OfferPriceBase means a number specified in the applicable Final Terms;
ConvergencePercentage means a percentage specified in the applicable Final Terms; and
Nb(t) means the number of calendar days between the Issue Date and the date "t" on which the value
of the Notes is calculated (both dates included);or
(e)
will be determined by the Dealer on a continuous basis in accordance with the market conditions then
prevailing and depending on market conditions, the offer price shall be equal to, higher or lower than the
Issue Price; or
(f)
will be provided by the Dealer by way of quotes made available in the market specified in the applicable
Final Terms,
and which, in all cases, may be increased by such fees, if any, as disclosed in the applicable Final Terms.
4. CURRENCIES
The payment obligations in respect of any Notes may be in any currency or currencies agreed between the
relevant Issuer and the relevant Dealer, subject to compliance with any applicable laws and regulations.
Payments in respect of Notes may, subject to compliance as aforesaid, be made in and/or linked to, any currency
or currencies other than the currency in which the Notes are denominated.
5. ISSUE
PRICE
Notes may be issued on a fully-paid or a partly-paid basis and at an issue price (expressed either (i) as a
percentage of the Aggregate Nominal Amount or (ii) as an amount per Note of the relevant Specified
Denomination which is at par or at a discount to, or premium over, par (as specified in the applicable Final Terms).
6. REDEMPTION
The applicable Final Terms for Notesother than Eligible Notes will indicate either that the Notes cannot be
redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons,
regulatory reasons, an administrator/benchmark event, a force majeure event or following an Event of Default or
in the event of an optional outstanding Notes trigger call or, in relation to Secured Notes only, following the
occurrence of a Collateral Disruption Event) or that such Notes (if Physical Delivery Notes) may be settled at
maturity or otherwise by receipt by the holder(s) of a cash amount and/or by delivery of the relevant Deliverable
Assets or that such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon
giving not less than thirty nor more than forty five days' irrevocable notice (or such other notice period (if any) as
indicated in the applicable Final Terms) to the Noteholders or the relevant Issuer, as the case may be, on a date
or dates specified prior to such stated maturity and at a price or prices and on such terms as may be agreed
between the Issuer and purchaser(s) as indicated in the applicable Final Terms.
The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such
amounts and on such dates as indicated in the applicable Final Terms.
Eligible Non Structured Notes which are issued by Societe Generale that are not structured only, may only be
early redeemed upon the occurrence of a Tax Event or Special Tax Event or a MREL or TLAC Disqualification
Event, or at the option of the Issuer, as specified in the applicable Final Terms.
Eligible Structured Notes (titres non structurés) as defined under Article R.613-28 of the French Code Monétaire
et Financier, the which are issued by Societe Generale only, may also be redeemed for a Tax Event or Special
Tax Event and in addition for regulatory reasons, an Administrator/Benchmark Event, a force majeure event, a
MREL Disqualification Event, a forced redemption or transfer event of Registered Notes or in the event that the
outstanding aggregate nominal amount of the Notes falls below or equals 10% of the initial aggregate nominal
amount.
Notwithstanding the above, redemption, purchase or cancellation of Eligible Notes prior to their Maturity Date will
be subject to the prior written permission of the Regulator and/or the Relevant Resolution Authority to the extent
required at such date.
The Notes may also be redeemed early following the occurrence of certain disruption, adjustment, extraordinary
or other events linked to the Underlying assets.
7.
MATURITIES OF THE NOTES
Any maturity as indicated in the applicable Final Terms subject to such minimum or maximum maturities as may
be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified Currency.
Notes issued by SG Issuer or Societe Generale Effekten GmbH having a maturity of less than one year from the
date of issue are subject to certain restrictions on their denomination and distribution (see the paragraph "Certain
Restrictions ­ Notes having a maturity of less than one year" below).
8.
REDENOMINATION / CONVERSION OF CURRENCY AND/OR CONSOLIDATION
The applicable Final Terms may provide that certain Notes may be redenominated/converted in euro. The relevant
provisions applicable to any such redenomination/conversion are contained in the General Terms and Conditions
of the German Law Notes.
Notes denominated in a currency that may be redenominated/converted into euro may be subject to consolidation
with other Notes denominated in euro.
9.
STATUS OF THE NOTES


2




General Description of the Programme


Notes issued by Societe Generale will constitute direct, unconditional, unsecured and unsubordinated obligations
of Societe Generale ranking as Senior Preferred Obligations (the "Senior Preferred Notes").
Senior Preferred Notes, including where applicable any related Coupons, will constitute direct, unconditional,
unsecured and senior obligations of the Issuer ranking at all times as senior preferred obligations, (as provided
for in Article L. 613-30-3-I 3-3° of the French Code monétaire et financier (the Code)):
(i) pari passu with:
(a) all direct, unconditional, unsecured and senior obligations of Societe Generale outstanding as of the date of
entry into force of the Law on 11 December 2016; and
(b) all present or future senior preferred obligations (as provided for in Article L. 613-30-3-I-3° of the Code) of
Societe Generale issued after the date of entry into force of the Law on 11 December 2016;
(ii) junior to all present or future claims of Societe Generale benefiting from statutorily preferred exceptions; and
(iii) senior to all present or future:
(a) senior non-preferred obligations (as provided for in Article L. 613-30-3-I-4° of the Code) of Societe Generale;
and Societe Generale
(b) subordinated obligations and deeply subordinated obligations of Societe Generale.
In the event any judgment is rendered by any competent court declaring the judicial liquidation of Societe Generale
or Societe Generale is liquidated for any other reason:
- the rights of payment of the holders of Senior Preferred Notes and, where applicable, any related Coupons shall
be subordinated to the payment in full of all present or future holders of, or creditors in respect of, claims benefiting
from statutory preferred exceptions (Preferred Creditors); and
- subject to such payment in full, the holders of Senior Preferred Notes and, where applicable, any related
Coupons shall be paid in priority to any present or future holders of, or creditors in respect of, obligations referred
to in (iii) above; and
- in the event of incomplete payment of Preferred Creditors, the obligations of Societe Generale in connection
with the Senior Preferred Notes and, where applicable, any related Coupons will be terminated.
The holders of Senior Preferred Notes and, where applicable, any related Coupons shall be responsible for taking
all necessary steps for the orderly accomplishment of any such liquidation of Societe Generale in relation to any
claims they may have against Societe Generale.Notes (other than Secured Notes) issued by Societe Generale
Effekten GmbH will constitute direct, unconditional, unsecured and unsubordinated obligations of Societe
Generale Effekten GmbH.
Secured Notes will be issued by SG Issuer only.
The provisions relating to Secured Notes are more fully described in the section "Additional Terms and Conditions
relating to Secured Notes", respectively.
10. EVENTS
OF
DEFAULT
For Eligible Notes that are issued by Societe Generale only , the Noteholders will not be able to accelerate the
maturity of such Notes upon the occurrence of an Event of Default [and the applicable Final Terms shall specify
"Eligible Notes : Event of Default: "Not Applicable"].
11. CERTAIN
RESTRICTIONS
Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations,
restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements in full force (see "Subscription, Sale and Transfer
Restrictions") including the following restrictions applicable at the date of this Base Prospectus.
Notes having a maturity of less than one year
Notes issued by SG Issuer or Societe Generale Effekten GmbH having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition
on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000 unless they are
issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent,
see "Subscription, Sale and Transfer Restrictions".
Under the Luxembourg act dated 16 July 2019 on prospectuses for securities (the Luxembourg Prospectus
Act), which implements the Prospectus Regulation, prospectuses relating to money market instruments having a
maturity at issue of less than twelve months and complying with the definition of securities (as defined in the
Prospectus Regulation) do not constitute a prospectus for the purposes of the Prospectus Regulation.
12.
TYPE OF NOTES
No debt securities that are exchangeable or convertible into shares (under Article 19 of Commission Delegated
Regulation (EU) 2019/980) will be issued under this Base Prospectus.
Any benchmark to which a Note refers will be provided by an administrator included in the register referred to in
Article 36 of Regulation (EU) 2016/1011 (the EU Benchmarks Regulation) or the FCA's register of administrators


3




General Description of the Programme


in accordance with Article 36 of Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the EUWA
(the UK Benchmarks Regulation).
Fixed Rate Notes
Fixed rate interest will be payable on such date(s) as indicated in the applicable Final Terms and on redemption
and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer
and the relevant Dealer(s) as indicated in the applicable Final Terms.
Partly Paid Notes
The Issue Price of Partly Paid Notes will be payable in more than one instalment.
While any part payments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no
interest in a Temporary or Permanent Global Note representing such Notes may be exchanged for Definitive
Bearer Notes.
If any Noteholder fails to pay any part payment due on any Partly Paid Notes within the time specified, the relevant
Issuer may have a right to redeem such Notes if so specified, and on the terms set out, in the applicable Final
Terms.
Floating Rate Notes
Floating Rate Notes will bear interest at a rate determined (i) on the same basis as the floating rate under a
notional interest rate swap transaction in the relevant Specified Currency governed by an agreement evidenced
by a confirmation incorporating the 2021 ISDA Definitions (as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series) or (ii) on the basis of a reference rate appearing on an agreed screen page of a commercial
quotation service.
The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant
Dealer(s) for each issue of Floating Rate Notes and specified in the applicable Final Terms.
Floating Rate Notes may also have either a minimum interest rate or a maximum interest rate or both.
Interest will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer
and the relevant Dealer(s) as indicated in the applicable Final Terms.
Physical Delivery Notes
Payments in respect of Physical Delivery Notes (whether in respect of principal and/or interest and whether at
maturity or otherwise) and any delivery of any Deliverable Asset(s) in respect of Physical Delivery Notes will be
made in accordance with the terms of the applicable Final Terms, subject always to applicable securities laws.
Zero Coupon Notes
Zero Coupon Notes will not bear interest other than in the case of late payment.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a
floating rate to a fixed rate. Where the relevant Issuer has the right to effect such a conversion, this will affect the
secondary market and the market value of the Notes since the relevant Issuer may be expected to convert the
rate when it is likely to produce a lower overall cost of borrowing.
Dual Currency Notes
Payments in respect of Dual Currency Notes (whether in respect of principal and/or interest and whether at
maturity or otherwise) will be made in such currency or currencies, and based on such rate or rates of exchange,
as the relevant Issuer and the relevant purchaser(s) may agree (as indicated in the applicable Final Terms).
Other provisions in relation to Floating Rate Notes and Structured Notes
Floating Rate Notes and Structured Notes may also have a maximum interest rate, a minimum interest rate or
both, or be subject to a rate multiplier, in each case as set forth in the applicable Final Terms.
13.
TYPE OF STRUCTURED NOTES
Structured Notes
Structured Notes will provide investors with an exposure to one or more Underlyings. Payments of any amounts
in respect of Structured Notes will be calculated by reference to such Underlying. Item "Type of Structured Notes"
of the applicable Final Terms will specify the relevant type of Underlying of the Structured Notes. Any Structured
Note may be exposed to more than one Underlying, in which case more than one type of Structured Note will be
specified. For each such Underlying and type of Note, the relevant Additional Terms and Conditions will apply.
The application of such Additional Terms and Conditions will also be specified in item "Type of Structured Notes"
of the applicable Final Terms.
The applicable Final Terms will specify the relevant Underlying and state where information on the relevant
Underlying, in particular on its past and future performance and on its volatility, can be found and whether or not
the relevant Issuer intends to provide further information on the Underlying.
Each type of Underlying for Structured Notes is further described below.
Share Linked Notes and Depositary Receipts Linked Notes
Payments in respect of Share Linked Notes and Depositary Receipts Linked Notes will be calculated by reference
to one or more shares or depositary receipts as agreed between the relevant Issuer and the relevant Dealer(s)


4




General Description of the Programme


and specified in the applicable Final Terms. Share Linked Notes and Depositary Receipts Linked Notes may also
provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the Additional Terms and
Conditions for Share Linked Notes and Depositary Receipts Linked Notes. Share Linked Notes and Depositary
Receipts Linked Notes may be subject to early redemption or adjustment if certain corporate events, delisting,
merger or de-merger, nationalisation or insolvency occur, all as more fully described in the Additional Terms and
Conditions for Share Linked Notes and Depositary Receipts Linked Notes.
The issuer will have securities already admitted to trading on a regulated market, equivalent third country market
or SME Growth Market.
Index Linked Notes
Payments of principal and/or of interest at maturity or otherwise in respect of Index Linked Notes will be calculated
by reference to the performance of one or more Indices as the relevant Issuer and the relevant Dealer(s) may
agree and as indicated in the applicable Final Terms.
Index Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for Index Linked Notes.
Index Linked Notes are linked to the performance of an index that is not composed by the relevant Issuer. In
accordance with the Commission Delegated Regulation (EU) No 2019/980 as amended, the applicable Final
Terms contains the name of the Index and an indication of where to obtain information about the index.
SGI Index Linked Notes
Payments of principal and/or of interest at maturity or otherwise in respect of SGI Index Linked Notes will be
calculated by reference to one or more Societe Generale Indices as the relevant Issuer and the relevant Dealer(s)
may agree and as indicated in the applicable Final Terms.
SGI Index Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for SGI Index Linked Notes.
SGI Index Linked Notes are linked to the performance of an index that is composed by Societe Generale or any
other legal entity belonging to the Societe Generale group (an SGI Index).
As at the date of this Base Prospectus, the administrator of the SGI Indices, Societe Generale, is included in the
register of administrators and benchmarks established and maintained by ESMA pursuant to Articles 34 and 36
of the EU Benchmarks Regulation.
In respect of the description of each SGI Index, this Base Prospectus contains in the section "Description of
Societe Generale Indices ("SGI Indices")" in accordance with Commission Delegated Regulation (EU) No
2019/980 as amended, an index description including the essential characteristics to enable an investor to fully
understand the index and its dynamics and make an informed assessment.
It should be noted that additional SGI Indices may be used as underlyings following the publication of a
supplement in accordance with the provisions of Article 23 of the Prospectus Regulation, containing an index
description of such additional Indices.
ETF Linked Notes
Payments in respect of ETF Linked Notes will be calculated by reference to one or more exchange traded funds
as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Subject to applicable laws and regulations, ETF Linked Notes may also provide for redemption by physical
delivery of the Deliverable Asset(s) as set out in the Additional Terms and Conditions for ETP Linked Notes and
for ETF Linked Notes. ETF Linked Notes may be subject to early redemption or adjustments, all as more fully
described in the Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes.
ETP Linked Notes
Payments in respect of ETP Linked Notes will be calculated by reference to the performance of one or more
exchange trade products as the relevant Issuer and the relevant Dealer(s) may agree and as indicated in the
applicable Final Terms. ETP Linked Notes may also provide for redemption by physical delivery of the Deliverable
Asset(s) as set out in the Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes. ETP
Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional Terms
and Condition for ETP Linked Notes and for ETF Linked Notes.
Reference Rate Linked Notes
Payments in respect of Reference Rate Linked Notes will be calculated by reference to one or more reference
rate as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Reference Rate Linked Notes may be subject to early redemption or adjustment as more fully described in the
Additional Terms and Conditions for Reference Rate Linked Notes.
Foreign Exchange Rate Linked Notes
Payments in respect of Foreign Exchange Rate Linked Notes will be calculated by reference to one or more
foreign exchange rate as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the
applicable Final Terms.
Foreign Exchange Rate Linked Notes may be subject to early redemption or adjustment as more fully described
in the Additional Terms and Conditions for Foreign Exchange Rate Linked Notes.


5




General Description of the Programme


Commodity Linked Notes
Payments in respect of Commodity Linked Notes will be calculated by reference to one or more commodities
and/or commodity indices as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the
applicable Final Terms.
Commodity Linked Notes may be subject to early redemption or adjustment as more fully described in the
Additional Terms and Conditions for Commodity Linked Notes.
Fund Linked Notes
Payments in respect of Fund Linked Notes will be calculated by reference to units, interests or shares in a single
fund or basket of funds on such terms as may be agreed between the relevant Issuer and the relevant Dealer(s)
and specified in the applicable Final Terms. Subject to applicable laws and regulations, Fund Linked Notes may
also provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the Additional Terms and
Conditions for Fund Linked Notes.
Fund Linked Notes may be subject to early redemption or adjustment, as applicable, or if certain corporate events
occur, all as more fully described in the Additional Terms and Conditions for Fund Linked Notes.
Credit Linked Notes
Payments in respect of Credit Linked Notes will be linked to the credit, and possibly the CDS spread, of a specified
entity or entities and will be issued on such terms as may be agreed between the relevant Issuer and the relevant
Dealer(s) and specified in the applicable Final Terms.
In the event of the occurrence of certain circumstances (which may include, amongst other things, Bankruptcy,
Failure to Pay, Obligation Acceleration, Obligation Default, Repudiation/Moratorium or Restructuring) in relation
to a Reference Entity or, with respect to Basket Notes and Tranche Notes, Reference Entities, in each case as
specified in the applicable Final Terms, the obligation of the relevant Issuer to pay principal at maturity may be
replaced by (i) an obligation to pay other amounts which are equal to either certain fixed amount(s) as specified
in the applicable Final Terms or amounts calculated by reference to the value of the Deliverable Asset(s) (which
may, in each case, be less than the par value of the Notes at the relevant time) and/or (ii) an obligation to deliver
the Deliverable Asset(s), all as more fully described in the Additional Terms and Conditions for Credit Linked
Notes. In addition, interest-bearing Credit Linked Notes may cease to bear interest on or prior to the date of
occurrence of such circumstances.
The issuer of a selected reference obligation will have securities already admitted to trading on a regulated market,
equivalent third country market or SME Growth Market.
Credit Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for Credit Linked Notes.
Inflation Linked Notes
Payments in respect of Inflation Linked Notes will be calculated by reference to inflation indices as agreed
between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Inflation Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for Inflation Linked Notes.
Bond Linked Notes
Payments in respect of Bond Linked Notes will be linked to the credit of a specified obligation (the "Bond" as
specified in the applicable Final Terms) issued by a specified issuer (the "Bond Issuer" as specified in the
applicable Final Terms) and will be issued on such terms as may be agreed between the relevant Issuer and the
relevant Dealer(s) and specified in the applicable Final Terms.
In the event of the occurrence of certain circumstances (which may include, amongst other things, Bond
Acceleration, Bond Default, Bond Failure to Pay or Bond Restructuring) in relation to a Bond or Bonds (with
respect to Basket of Bond Linked Notes) in each case as specified in the applicable Final Terms, the obligation
of the relevant Issuer to pay principal at maturity may be replaced by (i) an obligation to pay other amounts which
are equal to either certain fixed amount(s) as specified in the applicable Final Terms or amounts calculated by
reference to the value of the underlying assets (which may, in each case, be less than the par value of the Notes
at the relevant time) In addition, interest-bearing Bond Linked Notes may cease to bear interest on or prior to the
date of occurrence of such circumstances.
Bond Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for Bond Linked Notes.
Non Equity Security Linked Notes
Payments in respect of Non Equity Security Linked Notes will be calculated by reference to one or more non
equity securities or futures contracts thereon as agreed between the relevant Issuer and the relevant Dealer(s)
and specified in the applicable Final Terms. Non Equity Security Linked Notes may be subject to early redemption
or adjustment, as more fully described in the Additional Terms and Conditions for Non Equity Security Linked
Notes.
Future Linked Notes
Payments in respect of Future Linked Notes will be calculated by reference to one or more future contracts as
agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms. Future


6