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1 Supplemental Listing Document If you are in any doubt about this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser. The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. Offer of 217,000,000 European Style (Cash Settlement) Call Warrants 2006/2007 relating to the existing issued ordinary shares of US$0.50 each of HSBC Holdings plc (Stock Code: 1378) exercisable only on 2 April 2007 issued by SGA Société Générale Acceptance N.V. (incorporated in the Netherlands Antilles with limited liability) unconditionally and irrevocably guaranteed by Société Générale (incorporated in France) Exercise Price: HK$ per ten Warrants This document is published for the purpose of obtaining a listing of all the above warrants (the Warrants ) to be issued by SGA Société Générale Acceptance N.V. (the Issuer ) and unconditionally and irrevocably guaranteed by Société Générale ( Société Générale or the Guarantor ), is supplemental to and should be read in conjunction with a base listing document published on 2 May 2006 (the Base Listing Document ) and contains particulars given in compliance with the Rules Governing the Listing of Securities on the Stock Exchange (the "Rules") for the purpose of giving information with regard to the Issuer, the Guarantor and the Warrants. Investors are warned that due to their nature, the Warrants may be subject to considerable fluctuations in value and the price of the Warrants may fall in value as rapidly as it may rise. Therefore, Warrantholders (as defined in the Conditions) may, in certain circumstances, sustain a total loss of their investment including loss of the purchase price of the Warrants. Prospective purchasers should ensure that they understand the nature of the Warrants, carefully study the risk factors set out in this document and the Base Listing Document and reach an investment decision only after careful consideration with their own advisers of the suitability of the Warrants in light of their particular financial circumstances and the information set forth or referred to in this document and, where necessary, seek professional advice before they invest in the Warrants. The Warrants constitute general unsecured contractual obligations of the Issuer and of no other person, and the Guarantee (as defined herein) constitutes general unsecured contractual obligations of the Guarantor and of no other person, and if you purchase the Warrants you are relying upon the creditworthiness of the Issuer and the Guarantor and have no rights under the Warrants against the company which has issued the underlying securities. The Issuer and the Guarantor accept full responsibility for the accuracy of the information contained in this document and the Base Listing Document and confirm that, to the best of the knowledge and belief of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), there are no other facts the omission of which would make any statement in this document and the Base Listing Document misleading and the information contained in this document and the Base Listing Document for which the Issuer and the Guarantor accept responsibility is in accordance with the facts and is not limited by anything likely to affect the import of such information. Application has been made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Warrants and the Listing Committee of the Stock Exchange has agreed in principle to grant listing of, and permission to deal in, the Warrants. It is expected that dealings in the Warrants will commence on 22 September 2006 (the Listing Date ). Subject to the granting of listing of, and permission to deal in, the Warrants on the Stock Exchange as well as the compliance with the stock admission requirements of HKSCC, the Warrants will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) with effect from the commencement date of dealings in the Warrants on the Stock Exchange or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the Warrants to be admitted to CCASS. Investors need to open an account with CCASS directly as CCASS investor participants or open an account with CCASS brokers/custodian participants who will hold the Warrants on their behalf (if they do not already have such accounts) before investing in the Warrants. As at the date of this document, the Guarantor is rated Aa2 by Moody s Investors Service, Inc. and AA- by Standard and Poor s Corporation. Neither the Issuer nor the Guarantor is regulated by any of the bodies referred to in Rule 15A.13(2) or (3) of the Rules. The Issuer is regulated by the Central Bank of the Netherlands Antilles and the Guarantor is regulated by, inter alia, the Commission Bancaire in France. Manager and Sponsor SG Securities (HK) Limited 20 September

2 Neither the delivery of this document nor any sale made hereunder shall create any implication that there has been no change in the affairs of the Issuer or the Guarantor, and its subsidiaries and affiliates since the date hereof. No person has been authorised to give any information or to make any representations other than those contained in this document and the Base Listing Document in connection with the offering of the Warrants and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Guarantor or the Manager (as defined below). The Base Listing Document may from time to time be updated by way of addenda. Intending investors in the Warrants should ask SG Securities (HK) Limited (the Sponsor ) if any addenda to the Base Listing Document or any later Base Listing Document has been issued. Such addenda to the Base Listing Document and any later Base Listing Document can be obtained from the registered office of the Sponsor (see below for address). The distribution of this document and the offering of the Warrants may, in certain jurisdictions, be restricted by law. The Issuer and the Guarantor require persons into whose possession this document comes to inform themselves of and observe all such restrictions. The Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Warrants, or interests therein, may not at any time be offered, sold, resold or delivered within the United States or to, or for the account or benefit of, U.S. persons and any offer, sale, resale or delivery made within the United States or to, or for the account or benefit of, a U.S. person will not be recognised. A further description of certain restrictions on offering and sale of the Warrants and distribution of this document is given in the section headed Sales Restrictions below. The Stock Exchange and HKSCC have made no assessment of, nor taken any responsibility for, the financial soundness of the Issuer or the Guarantor or the merits of investing in the Warrants, nor have they verified the accuracy or the truthfulness of statements made or opinions expressed in this document. The Issuer or its affiliates may repurchase the Warrants at any time and any Warrant which is repurchased may be offered from time to time in one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in negotiated transactions, at the discretion of the Issuer. Investors should not therefore make any assumption as to the number of Warrants in issue at any time. References in this document to the Conditions shall mean references to the section headed Terms and Conditions of the European Style Cash Settled Call Warrants (Global Form of Certificate) contained in the Base Listing Document subject as amended in this document. Terms not defined herein in respect of the Warrants shall have the meanings ascribed thereto in the Conditions. On 18 September 2006, the Issuer announced its intention to issue 217,000,000 Warrants initially, all at an issue price of HK$0.46 per Warrant, to be placed by SG Securities (HK) Limited (the Manager ) through securities dealers by way of a placement. This placement was made pursuant to a master placing agreement dated 2 May 2006 (the Master Placing Agreement ) as supplemented by a Confirmation (as defined in the Master Placing Agreement) dated 15 September 2006 each between the Issuer, the Guarantor and the Manager. A permanent global certificate (the Global Certificate ) representing the Warrants will be issued in the name of HKSCC Nominees Limited and will be deposited with the CCASS Depository on 20 September 2006 or such other date as HKSCC requests. Dealings in the Warrants on the Stock Exchange are expected to commence on the Listing Date. In this document, all references to HK$, HKD and Hong Kong Dollar are to the lawful currency of Hong Kong; EUR, and Euro are to the lawful currency of the member states of the European Union that have adopted the single currency introduced on 1 January 1999 in accordance with the Treaty establishing the European Community, as amended; and US$, USD and United States Dollar are to the lawful currency of the United States of America. Copies of the latest publicly available audited financial statements or annual report (as the case may be), interim report (if any) and quarterly report (if any) of the Issuer and the Guarantor, the English and Chinese versions of the Base Listing Document (which contains financial and other information relating to the Issuer and the Guarantor) and any addenda thereto and the English and Chinese versions of this document (which contains details of the Warrants) may be obtained during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the office of the Sponsor at Level 38, Three Pacific Place, 1 Queen's Road East, Hong Kong, from the date of this document to the Expiry Date (as defined below). Information relating to the Guarantor can also be found at the Guarantor's corporate website 發 行 人 及 擔 保 人 最 新 公 佈 之 經 審 核 財 務 報 表 或 年 報 ( 視 情 況 而 定 ) 中 期 報 告 ( 如 有 ) 及 季 度 報 告 ( 如 有 ) 基 本 上 市 文 件 ( 載 有 關 於 發 行 人 及 擔 保 人 之 財 務 及 其 他 資 料 ) 及 其 任 何 附 件 之 中 英 文 本 及 本 文 件 ( 載 有 認 股 權 證 詳 情 ) 之 中 英 文 本 由 本 文 件 刊 發 日 期 至 期 滿 日 ( 定 義 見 下 文 ) 期 間 內 逢 星 期 一 至 星 期 五 ( 星 期 六 星 期 日 及 公 眾 假 期 除 外 ) 之 一 般 辦 公 時 間 內 可 於 保 薦 人 之 辦 事 處 ( 地 址 為 香 港 皇 后 大 道 東 一 號 太 古 廣 場 三 座 三 十 八 樓 ) 索 取 有 關 擔 保 人 之 資 料 亦 可 於 擔 保 人 之 公 司 網 頁 查 閱 Save for the Terms and Conditions of the Warrants where the English version shall prevail, the English and the Chinese versions of this document shall be equally valid. 2

3 TABLE OF CONTENTS Page Risk Factors... 4 Summary of the Issue... 6 Terms and Conditions of the Warrants... 8 Offering Mechanism... 9 Information Relating to the Liquidity Provider... 9 Information Relating to HSBC Holdings plc Information Relating to the Guarantee Sales Restrictions Supplemental Information Relating to the Issuer Supplemental Information Relating to the Guarantor Supplemental Taxation Information Supplemental General Information Appendix I

4 The following risk factors are relevant to the Warrants: RISK FACTORS (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) the Warrants constitute general and unsecured contractual obligations of the Issuer and of no other person, and the Guarantee constitutes general unsecured contractual obligations of the Guarantor and of no other person. In particular, it should be noted that the Issuer issues a large number of financial instruments, including the Warrants, on a global basis and, at any given time, the financial instruments outstanding may be substantial. If you purchase the Warrants you are relying upon the creditworthiness of the Issuer and the Guarantor and have no rights under the Warrants against the Company (as defined herein) which has issued the Shares (as defined herein); certain events relating to the Shares or Company may cause adverse movements in the value and price of the Share, as a result of which, Warrantholders may, in certain circumstances, sustain a total loss of their investment if, for call warrants, the price of the underlying share falls below or is equal to the relevant exercise price on the relevant expiry date and, for put warrants, the price of the underlying share is equal to or higher than the relevant exercise price on the relevant expiry date; due to their nature, warrants can be volatile instruments and may be subject to considerable fluctuations in value. The price of the Warrants may fall in value as rapidly as it may rise due to, including but not limited to, variations in the frequency and magnitude of the changes in the price of the Share, dividends and interest rate, the time remaining to expiry and the creditworthiness of the Issuer and the Guarantor; fluctuations in the price of the underlying share will affect the price of the warrants but not necessarily in the same magnitude and direction, therefore, prospective investors intending to purchase warrants to hedge their market risk associated with investing in the underlying share should recognise the complexities of utilising warrants in this manner; if, whilst any of the warrants relating to a share or shares remain unexercised, trading in the underlying share is suspended on the Stock Exchange, trading in the relevant warrants will be suspended for a similar period; as indicated in the Conditions and in this document, a Warrantholder must tender a specified number of Warrants at any one time in order to exercise. Thus, Warrantholders with fewer than the specified minimum number of Warrants will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment; investors should note that in the event of there being a Settlement Disruption Event or a Market Disruption Event (each as defined in the Conditions), determination and payment of the Cash Settlement Amount (as defined in the Conditions) may be delayed, all as more fully described in the Conditions; the terms of the Warrants provide anti-dilution protection to the value of the Warrants against the occurrence of events relating to the Company. For example, the Issuer may adjust the Exercise Price (as defined in the Conditions) and/or the Cash Settlement Amount in the events of a rights issue, an issue of shares out of capitalisation of profits or reserves or a consolidation or sub-division of the share capital of the underlying company. However, the Issuer is not obliged under the terms of the Warrants to make an adjustment in response to every type of corporate event that affects the value of the Warrants; the Warrants are European Style and are only exercisable on the Expiry Date (as defined in the Conditions) and may not be exercised by Warrantholders prior to such Expiry Date. Accordingly, if on the Expiry Date the Cash Settlement Amount is zero or negative, a Warrantholder will lose the value of his investment; investors should note that there may be an exchange rate risk in the case of warrants where the Cash Settlement Amount will be converted from a foreign currency into Hong Kong dollars; there is no assurance that an active trading market for the Warrants will sustain throughout the life of the Warrants, or if it does sustain, it may be due to market making on the part of the Liquidity Provider (as defined herein); the Issuer, the Guarantor or its affiliates, may engage in trading or hedging transactions involving the Warrants, the Shares or other derivative products that may affect the value of the Warrants; the Issuer, the Guarantor or its affiliates may engage in other business activities such as the introduction of competing products, acting as underwriter and/or financial adviser of other securities offerings which may create conflicts of interest with the Warrants thus affecting the value of the Warrants; 4

5 (n) (o) (p) (q) (r) the Warrants will be represented by a Global Certificate which will be issued in the name of HKSCC Nominees Limited. Investors should note that no definitive certificate will be issued to them in relation to the Warrants; there will be no register of Warrantholders and each person who is for the time being shown in the records of CCASS as entitled to a particular number of Warrants by way of an interest (to the extent of such number) in the Global Certificate in respect of those Warrants represented thereby shall be treated as the holder of such number of Warrants; investors should note that any payment of the relevant Cash Settlement Amount is subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time; investors will need to rely on any statements received from their brokers/custodians as evidence of their interest in the Warrants; and notices to Warrantholders will be simultaneously published on the web-site of the Stock Exchange and/or released by CCASS to their participants. Investors will need to check the web-site of the Stock Exchange regularly and/or rely on their brokers/custodians to obtain such notices. 5

6 SUMMARY OF THE ISSUE The following is a summary of the issue and should be read in conjunction with, and is qualified by reference to, the other information set out in this document and the Base Listing Document. Terms used in this summary are defined in the Conditions. Issuer: Guarantor: Sponsor, Manager and Liquidity Provider: The Warrants: Company: Number: SGA Société Générale Acceptance N.V., a limited company incorporated in the Netherlands Antilles. Société Générale, incorporated in France. SG Securities (HK) Limited (see page 9 and the back page of this document for contact details). European Style (Cash Settlement) Call Warrants 2006/2007 relating to the existing issued ordinary shares US$0.50 each of the Company. HSBC Holdings plc. 217,000,000 Warrants. Launch Date: 15 September Reference Spot: Issue Price: Exercise Amount: Entitlement: HK$ HK$0.46. Ten Warrants. One Share. Issue Date: 20 September Certificate Despatch Date: 20 September Payment Date: 21 September Portfolio Movement Date: 21 September Form: Exercise: Board Lot: Expiry Date: Exercise Price: Exercise Expenses: Trading and Settlement Currency: The Warrants are issued in permanent global form and represented by a Global Certificate which will be issued in the name of HKSCC Nominees Limited and deposited into CCASS. The Warrants will be issued with the benefit of, a master instrument by way of deed poll dated 26 August 2002 (the Master Instrument ) executed by the Issuer and the Guarantor. The maximum number of Shares to which the Warrants relate are initially 21,700,000 Shares. The Warrants are not secured by Shares or any other security and Warrantholders shall not be entitled to receive Shares in respect of the Warrants. The Warrants may only be exercised on the Expiry Date in a Board Lot or integral multiples thereof. Warrantholders shall not be required to deliver an exercise notice in respect of the Warrants. 4,000 Warrants. 2 April 2007 or, if such day is not a Business Day, the immediately following Business Day. HK$ per ten Warrants. Warrantholders shall be responsible for payment of the Exercise Expenses (if any) arising from the exercise of the Warrants. The amount of the Exercise Expenses (if any) shall be deducted from the Cash Settlement Amount (if any) to be paid by the Issuer upon exercise of the Warrants or otherwise collected from the Warrantholders through CCASS. Hong Kong dollars. 6

7 Entitlement on Exercise: Automatic Exercise: Transfers of Warrants: Value of Warrants: Listing: Governing Law: Every Exercise Amount gives the holder thereof the right to receive from the Issuer on exercise the Cash Settlement Amount payable in Hong Kong dollars equal to the Entitlement multiplied by the result of (i) the average of the closing prices of, subject to adjustment, one Share (as derived from the Daily Quotation Sheet of the Stock Exchange subject to any adjustments as may be necessary) for the five Business Days immediately preceding the Expiry Date less (ii) the Exercise Price. In certain limited circumstances, the Entitlement and the Exercise Price will be adjusted as set out in Condition 6 in the section headed Terms and Conditions of the European Style Cash Settled Call Warrants (Global Form of Certificate) set out in the Base Listing Document. If, on the Expiry Date, the Cash Settlement Amount is positive, the Warrants will be automatically exercised (without any exercise notice being required to be delivered by Warrantholders) and the Issuer will pay to Warrantholders the Cash Settlement Amount (less the Exercise Expenses, if any) in accordance with the Conditions. If the Cash Settlement Amount is a sum less than or equal to zero, all Warrants shall be deemed to have expired at 10:00 a.m. (Hong Kong time) on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. The Warrants may only be transferred in a Board Lot (or integral multiples thereof) within CCASS in accordance with the CCASS Rules. If, on the Expiry Date, the Cash Settlement Amount is less than or equal to zero, a Warrantholder will lose the value of his investment. Application has been made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Warrants and the Listing Committee of the Stock Exchange has agreed in principle to grant listing of, and permission to deal in, the Warrants on the Stock Exchange. It is expected that dealings in the Warrants on the Stock Exchange will commence on or about 22 September Save for the terms of the Guarantee which will be governed by and construed in accordance with French law, the laws of the Hong Kong Special Administrative Region of the People s Republic of China. The above summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this document and the Base Listing Document. 7

8 TERMS AND CONDITIONS OF THE WARRANTS The Conditions are set out in the section headed Terms and Conditions of the European Style Cash Settled Call Warrants (Global Form of Certificate) in the Base Listing Document and will be endorsed on the reverse of the Global Certificate. Capitalised terms set out below supplement the Conditions and shall be endorsed on the front of the Global Certificate. The Conditions are endorsed on the reverse of this Global Certificate. For the purposes of the Conditions, the following terms shall have the following meanings: Warrants: Company: Shares: Guarantee: 217,000,000 European Style (Cash Settlement) Call Warrants 2006/2007 relating to the existing issued ordinary shares of US$0.50 each of the Company. HSBC Holdings plc. Existing issued ordinary shares of US$0.50 each of the Company. A guarantee dated 2 May 2006 and made by the Guarantor for the purpose of guaranteeing the obligations of the Issuer under, amongst others, the Warrants in accordance with the terms of such guarantee. Issue Date: 20 September Exercise Amount: Entitlement: Board Lot: Exercise Price: Ten Warrants. One Share. 4,000 Warrants. HK$ per ten Warrants. Maturity Date: 2 April

9 OFFERING MECHANISM The Warrants will be offered by way of placing. Upon launch of the Warrants, the Guarantor will fully subscribe for the Warrants. The Issuer and the Guarantor will appoint the Manager as placing agent (the Placing Agent ) for the Warrants pursuant to the Master Placing Agreement as supplemented by the Confirmation under which the Placing Agent undertakes to use its best efforts to procure placees for the Warrants. The Placing Agent may appoint brokers, both electronic brokers and traditional brokers (together, the Brokers ) to distribute the Warrants between the launch of the Warrants and the listing of the Warrants. The Brokers and the number thereof who the Placing Agent may appoint may vary with each warrant issue, however and in any event, the Brokers will be persons regulated by the Code of Conduct for Persons Registered with the Securities and Futures Commission. Following the listing of the Warrants on the Stock Exchange, the Warrants will be traded in the secondary market. Investors wishing to buy or sell the Warrants will be able to trade with other investors in the Warrants or trade through the Liquidity Provider for the Warrants. Placement of the Warrants will be conducted on the basis of this document, the Base Listing Document and the term sheet of the Warrants containing all the Terms and Conditions of the Warrants and risk factors thereof. This document will be made available to the Brokers by the Placing Agent on the Listing Date. INFORMATION RELATING TO THE LIQUIDITY PROVIDER The Issuer and the Guarantor have appointed its affiliate, SG Securities (HK) Limited (Broker ID Number: 9629), as the liquidity provider (the Liquidity Provider ) for the Warrants. Both the Issuer and SG Securities (HK) Limited are wholly owned subsidiaries of the Guarantor. The Liquidity Provider is a Stock Exchange participant and its conduct is therefore regulated by the Stock Exchange and the Securities and Futures Commission. Liquidity in the Warrants will be provided by the Liquidity Provider, as agent of the Issuer and the Guarantor, by responding to requests for bid and offer quotes. A request for a quote may be obtained by calling the following telephone number (852) The Liquidity Provider will respond to such request within ten minutes from the request and the information will be displayed on the Stock Exchange Warrant stock page. Quotes will be provided for a minimum of 10 Board Lots of the Warrants with a maximum of 25 tick spread between the bid and offer prices. Quotes will be available during normal Stock Exchange trading hours (applicable from time to time) on each Business Day on which the Warrants are traded on the Stock Exchange except for the first five minutes of each morning trading session or the first five minutes after trading commences for the first time on any such Business Day (as the case may be) and each of the Valuation Dates (as defined in the Conditions), provided that: (i) (ii) quotes will be for bid price only if and when the Guarantor and its group of companies cease to hold any proprietary position in the Warrants which, for the avoidance of doubt, shall exclude any Warrants held by the Guarantor and/or its group of companies in a fiduciary or agency capacity; or quotes will not be available once the Warrants cease to be traded on the Stock Exchange prior to the Expiry Date; or (iii) quotes will not be available if there is the occurrence or existence of any suspension of or limitation imposed on trading (including but not limited to unforeseen circumstances such as by reason of movements in price exceeding limits permitted by the Stock Exchange or hoisting by the Hong Kong Observatory of the tropical cyclone warning signal 8 or above or issuing by the Hong Kong Observatory of the black rainstorm signal or any act of God, war, riot, public disorder, explosion, terrorism or otherwise) on the Stock Exchange and/or the Shares and/or options on the Shares and/or the Warrants if that suspension or limitation is, in the determination of the Issuer, material, except in the case where the Stock Exchange opens for trading for the entire afternoon session or where trading on the Stock Exchange opens later than the regular trading hour in the morning but closes prior to the regular hour for close of trading; or (iv) quotes will not be available if there is the existence of a Fast Market (as defined below); or (v) quotes will not be available where the Liquidity Provider faces a technical problem which prevents it from responding to requests in which case the Liquidity Provider undertakes to cure the technical problem as soon as practicable or, failing that, the Issuer and the Guarantor undertake to, as soon as practicable, appoint an alternative liquidity provider to assume the responsibilities of the Liquidity Provider and notify Warrantholders of such appointment in the manner prescribed in the Conditions. The Issuer may in its absolute discretion declare a Fast Market in circumstances including, but not limited to, where the nominal price of the Share is highly volatile over a short period of time. Neither the Issuer, the Guarantor nor the Liquidity Provider will repurchase the Warrants if the value of the Warrants falls below HK$0.01. The Warrants will be valued having regard to the Black-Scholes option pricing methodology taking into account time value, intrinsic value, interest rates and volatility. 9

10 INFORMATION RELATING TO HSBC HOLDINGS PLC Publicly released information relating to the Company and its Shares can be obtained (i) through consultation with a stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser, or (ii) (if the Company is listed on the Stock Exchange) from the official website of the Stock Exchange (www.hkex.com.hk), or (iii) the Company s corporate website (www.hsbc.com). INFORMATION RELATING TO THE GUARANTEE The obligations of the Issuer are guaranteed by the Guarantor pursuant to a guarantee dated 2 May 2006 (the Guarantee ). The text of the Guarantee is set out in Appendix 1 to the Base Listing Document. Hong Kong SALES RESTRICTIONS No person, unless permitted to do so under the securities laws of Hong Kong, has issued or had in its possession for the purposes of issue, and will issue, or have in its possession for the purposes of issue any advertisement, invitation or document relating to the Warrants other than with respect to the Warrants intended to be disposed of to persons outside Hong Kong or in Hong Kong only to persons whose business involves the acquisition, disposal, or holding of securities, whether as principal or agent. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ), no offer of the Warrants to the public in that Relevant Member State has been, or will be, made except for an offer of the Warrants to the public in that Relevant Member State: (a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Warrants which 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, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; (b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or (d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of the Warrants to the public in relation to any Warrants in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Warrants to be offered so as to enable an investor to decide to purchase or subscribe the Warrants, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. 10

11 United Kingdom Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended) the United Kingdom ( FSMA )) in connection with the issue or sale of the Warrants has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in circumstances in which section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer. All applicable provisions of the FSMA with respect to any Warrants have been complied, and will be complied, with in, from or otherwise involving the United Kingdom. United States of America Each series of the Warrants has not been, and will not be, registered under the Securities Act. Subject to certain exceptions, the Warrants or interests therein, may not at any time be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person or to others for offering, sale or resale in the United States or to any such U.S. person. Offers and sales of the Warrants, or interests therein, in the United States or to U.S. persons would constitute a violation of United States securities laws unless made in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom. No person will offer, sell, re-sell, transfer or deliver any Warrants within the United States or to U.S. persons, except as permitted by the Master Placing Agreement between the Issuer and the Sponsor, acting as manager. As used herein, United States means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and U.S. person means any national or resident of the United States, including any corporation, partnership or other entity created or organised in or under the laws of the United States or of any political subdivision thereof, any estate or trust the income of which is subject to United States income taxation regardless of its source, and any other U.S. person as such term is defined in Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering, an offer, sale, re-sale, transfer or delivery of the Warrants within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act. 11

12 SUPPLEMENTAL INFORMATION RELATING TO THE ISSUER As at the date of this document, there is no supplemental information relating to the Issuer. SUPPLEMENTAL INFORMATION RELATING TO THE GUARANTOR A copy of a press release dated 3 August 2006 issued by the Guarantor of its second quarter 2006 results has been reproduced and appended hereto in Appendix I. Further information relating to the Guarantor may be obtained at 12

13 SUPPLEMENTAL TAXATION INFORMATION The comments below are of a general nature and are only a summary of the law and practice currently applicable in Hong Kong. The comments relate to the position of persons who are the absolute beneficial owners of the Warrants and may not apply equally to all persons. Potential purchasers of the Warrants who are in any doubt as to their tax position on the purchase, ownership, transfer or exercise of any Warrant should consult their own tax advisers. General Purchasers of the Warrants may be required to pay stamp duties, taxes or other charges in accordance with the laws and practice of the country of purchase in addition to the issue price of each Warrant. Taxation in Hong Kong Profits Tax No tax is payable in Hong Kong by withholding or otherwise in respect of settlement amounts payable in respect of the Warrants or in respect of any capital gains arising on the sale of the Warrants, except that Hong Kong profits tax may be chargeable on any such gains in the case of certain persons carrying on a trade, profession or business in Hong Kong. Stamp Duty Hong Kong stamp duty is not chargeable upon the transfer of a Warrant whether pursuant to dealings on the Stock Exchange or otherwise. 13

14 SUPPLEMENTAL GENERAL INFORMATION The information set out herein is supplemental to, and should be read in conjunction with, the information set out on pages 205 to 206 of the Base Listing Document. 1. Save as disclosed in the Base Listing Document, there is no litigation, arbitration or administrative proceedings relating to claims or amounts which are material in the context of the issue of the Warrants to which either the Issuer or the Guarantor is a party nor, to the best of their knowledge and belief, is there any threatened litigation, arbitration or administrative proceedings relating to claims or amounts which are material in the context of the issue of the Warrants which would in either case jeopardise their ability to discharge their respective obligations in respect of the Warrants. 2. Dealings in securities on the Stock Exchange are required to be settled within two trading days from the transaction date. Settlement of dealings in Warrants shall be conducted through CCASS. No certificates, other than the Global Certificate (which shall be deposited with CCASS), shall be issued in respect of the Warrants and no registrar will be appointed nor shall a register be maintained for the Warrants. Dealings in the Warrants will take place in Board Lots in Hong Kong dollars. 3. The Securities and Futures Commission charges a transaction levy at the rate of per cent. (rounded to the nearest cent) (or such other rate as specified from time to time in the Securities and Futures (Levy) Order) in respect of each transaction effected on the Stock Exchange payable by each of the seller and the buyer and calculated on the value of the total consideration for the relevant securities. The Stock Exchange charges a trading fee of per cent. (or such other rate as determined by the Stock Exchange from time to time) payable by each of the seller and the buyer and calculated on the value of the consideration for the relevant securities. In addition, Stock Exchange participants may, with effect from 1 April 2003, freely agree on the amount of brokerage chargeable to both buyers and sellers based on a percentage of the value of the purchase or sale (calculated on the value of the relevant securities). 4. It is not the current intention of the Issuer to apply for a listing of the Warrants on any stock exchange other than the Stock Exchange. 5. The expenses in connection with the issue of the Warrants, including printing and legal charges, are estimated to be approximately HK$150,000 and are payable by the Issuer. 6. Save as disclosed herein, there has been no adverse change, material in the context of the issue of the Warrants, in the financial position of the Issuer since 31 December 2005 and of the Guarantor and its consolidated subsidiaries (taken as a whole) since 31 December The following contracts, relating to the issue of the Warrants, have been or will be entered into by the Issuer and/or the Guarantor and may be material to the issue of the Warrants: (a) (b) (c) a Master Placing Agreement as supplemented by the Confirmation pursuant to which the Issuer and the Guarantor have appointed SG Securities (HK) Limited as Placing Agent for the Warrants; a Master Instrument made by the Issuer and the Guarantor which constitute the Warrants; and a Guarantee pursuant to which the Guarantor guarantees the obligations of the Issuer in respect of any warrants issued by the Issuer between 2 May 2006 and 1 May 2007 listed on the Stock Exchange. None of the directors of the Issuer or the directors of the Guarantor has any direct or indirect interest in any of the above contracts. 8. The Auditors of the Issuer and the Guarantor have given and have not withdrawn their written agreement to the inclusion of their reports, included in the Base Listing Document, in the form and context in which they are included. Their reports were not prepared exclusively for incorporation in the Base Listing Document. The Auditors of the Issuer and the Guarantor have no shareholding in the Issuer or the Guarantor or any of its subsidiaries, nor do they have the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities of the Issuer or the Guarantor or any of its subsidiaries. 14

15 9. The Issuer has no present intention to issue further warrants on the same terms and conditions in respect of the Company. 10. The issue of the Warrants by the Issuer was authorised by a resolution of the Board of Directors of the Issuer passed on 15 September 2006 and the giving of the Guarantee has been duly authorised by the Guarantor. 11. The Sponsor or any of its affiliates does not have any special arrangements in place with any brokers with respect to the Warrants. 12. Copies of the following documents may be inspected during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the office of the Sponsor at Level 38, Three Pacific Place, 1 Queen's Road East, Hong Kong, from the date of this document to the Expiry Date: (a) the Memorandum and Articles of Association of the Issuer and the Constitutional Documents of the Guarantor; (b) the audited financial statements of the Issuer for the two years ended 31 December 2004 and 2005; (c) (d) (e) (f) (g) (h) (i) (j) the audited consolidated financial statements of the Guarantor for the two years ended 31 December 2004 and 2005 and the press release dated 3 August 2006 of the Guarantor s second quarter 2006 results; the launch announcement relating to the Warrants; the Master Placing Agreement and Confirmation; the Master Instrument; the Global Certificate; the Guarantee; the Base Listing Document and any addenda or successor document to the Base Listing Document; and this document. 13. SG Securities (HK) Limited of Level 38, Three Pacific Place, 1 Queen's Road East, Hong Kong has been authorised to accept, on behalf of the Issuer and the Guarantor, service of process and any other notices required to be served on the Issuer or the Guarantor. Mr. Jongbeum Kim of SG Securities (HK) Limited is authorised to accept service of process and notices on behalf of the Issuer and the Guarantor. 15

16 APPENDIX I REPRODUCTION OF THE PRESS RELEASE DATED 3 AUGUST 2006 FOR THE SECOND QUARTER 2006 RESULTS OF THE GUARANTOR 16

17 Press Release August Excellent second quarter 2006 Very strong organic growth: revenues up 26.6% vs. Q2 05 Very low cost/income ratio: 61.1% Cost of risk remains low: 21 bp Net income: EUR 1,320m (+37.9% vs. Q2 05) Group ROE after tax: 25.7% First half results up sharply Sustained growth in operating income: +33.3% vs. H1 05 Group ROE after tax: 27.9% Net earnings per share: 6.76 EUR (+26.1% vs. H1 05) Tier 1 ratio at 30/06/06: 7.3% When adjusted for changes in Group structure and at constant exchange rates. PRESS RELATIONS SOCIETE GENERALE Stéphanie CARSON-PARKER +33 (0) Hélène AGABRIEL +33 (0) Laura SCHALK +33 (0) Mireille MOURTADA +33 (0) COMM/PRS Tour Société Générale Paris La Défense cedex France Fax: +33 (0) SOCIETE GENERALE A French corporation with share capital of EUR 548,431, RCS PARIS

18 At its meeting of August 2nd 2006, the Board of Directors of Société Générale examined the results for the second quarter of The Group continued to enjoy strong organic growth. The French Networks delivered strong performances, while the Group s growth drivers (Retail Banking outside France, Financial Services, Global Investment Management and Services) maintained very good business momentum. As for Corporate and Investment Banking, the business once again reported excellent results this quarter. At the same time, the Group continued its policy of targeted acquisitions designed to consolidate its customer base and gain footholds in new markets. The Group s consistently strong performance was acknowledged by Euromoney magazine, which in July 2006 named Société Générale Global Best Bank GROUP CONSOLIDATED RESULTS Chg Chg In EUR million Q2 06 Q2 05 H1 06 H1 05 Q2/Q2 H1/H1 Net banking income 5,709 4, % 11,484 9, % On a like-for-like basis* +26.6% +22.3% Operating expenses -3,489-2, % -6,901-5, % On a like-for-like basis* +19.3% +15.2% Gross operating income 2,220 1, % 4,583 3, % On a like-for-like basis* +40.0% +34.7% Operating income 2,068 1, % 4,269 3, % On a like-for-like basis* +42.1% +33.3% Net income 1, % 2,791 2, % Q2 06 Q2 05 H1 06 H1 05 Group ROE after tax 25.7% 22.2% 27.9% 25.9% Business line ROE after tax 33.3% 26.5% 34.2% 29.7% The second quarter of 2006 was marked by a stock market correction in mid-may, notably in emerging markets, and a strong increase in volatility. Nevertheless, although mixed, the financial and economic environment remained favourable overall for the Group s businesses: economic activity in the US and Europe was robust and European long rates increased. The fluctuating dollar, higher oil prices and strong volatility in the equity markets only partially weighed on the Group s business. At the same time, the credit risk environment remained highly favourable over the period. Against this backdrop, the Group reported very good performances over the quarter, posting gross operating income of EUR 2,220 million, up 40.0% on Q2 05, and net income of EUR 1,320 million, up by a substantial 37.9%. Net income for the first half of 2006 was 27.9% higher than in H1 05, at a total of EUR 2,791 million. When adjusted for changes in Group structure and at constant exchange rates. 18 2/21

19 Net banking income Net banking income for the quarter came out at EUR 5,709 million, 26.6% ahead of Q2 05, (+28.1% in absolute terms), fuelled by strong organic growth in business activity. Revenues rose notably in the Group s growth drivers (Retail Banking outside France, Financial Services, Global Investment Management and Services). The French Networks and Corporate and Investment Banking also delivered notable performances. Net banking income for the first half was EUR 11,484 million, representing a substantial 22.3%* rise in relation to H1 05 (+24.8% in absolute terms). Operating expenses Operating expenses grew at a much slower pace than revenues (+19.3% versus Q2 05) through a combination of increased investment in organic growth and tight cost control. The Group continued to make improvements in its operating efficiency, reducing its cost/income ratio to a very low level of 61.1% for Q2 06, as against 65.0% in Q2 05. The cost/income ratio for the first half came out at 60.1%, down from 63.9% for the same period in Operating income Gross operating income for the second quarter rose sharply to EUR 2,220 million, an increase of 40.0% in relation to Q2 05. For the eleventh consecutive quarter, the Group s cost of risk was very low (21 bp of risk-weighted assets), reflecting the favourable credit environment, but also a number of specific internal factors: the diversification of the business-mix, improvements in risk management techniques and hedging of high-risk exposure. For the ninth consecutive quarter, the Corporate and Investment Banking arm made a net provision reversal, in the amount of EUR 35 million for Q2 06. Overall, operating income for the quarter rose 42.1% in relation to Q2 05 (+43.3% in absolute terms) reaching a total of EUR 2,068 million. Operating income for the first half amounted to EUR 4,269 million, representing a strong 33.3%* rise on the previous year (+36.2% in absolute terms). Net income After deducting tax (effective quarterly tax rate for the Group: 29.7%) and minority interests, Group net income amounted to EUR 1,320 million, a rise of 37.9% on Q2 05. After-tax ROE was high (25.7%), compared with 22.2% in Q2 05. Net income for the first half totalled EUR 2,791 million, up 27.9% on H1 05, while after-tax ROE was very high at 27.9%, compared with 25.9% for H1 05. Net EPS for the first half stood at EUR 6.76 (+26.1 % vs. H1 05). 19 3/21

20 2. CAPITAL BASE At June 30th 2006, Group shareholders equity amounted to EUR 24.9 billion 1 and book value per share to EUR 57.1, including EUR 3.8 per share of unrealised capital gains. Overall risk-weighted assets rose by 14.6%* (+16.4% in absolute terms) between June 30th 2005 and June 30th 2006, as a result of strong organic growth, notably in Corporate and Investment Banking and the French Networks; however, this was still below the rate of NBI growth. At June 30th 2006, the Group s Tier one ratio stood at 7.3%. After the buyback of 1.3 million shares during the first half of 2006, the Group held 19.1 million of its own shares (i.e. 4.4% of its capital) at June 30th 2006, excluding those held for trading purposes. The Group is rated Aa2 by Moody s, AA- (with a positive outlook) by S&P, and AA by Fitch. Société Générale is one of the best-rated banking groups. 1 This figure includes (i) EUR 1 billion from the issue of deeply subordinated notes in January 2005, (ii) EUR 1.6 billion of unrealised capital gains and (iii) EUR 0.3 billion from two undated subordinated notes previously booked as debt. 20 4/21

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