JUNE 2014 LISTED PRODUCTS UK Accelerated Tracker 5 Enhanced exposure to the FTSE 100 INDEX 6 year investment 5x the rise of the FTSE 100 Index Maximum gross return at maturity of 60% Capital is fully at risk and the product is exposed to counterparty risk INNOVATIVE STRUCTURES SINCE 1989 The UK Accelerated Tracker 5 is directed at professional clients and sophisticated retail clients in the UK, who have a good understanding of the underlying market and characteristics of the Product.
Contents 3. Introducing the UK Accelerated Tracker 5 4. Key terms you will come across in this brochure 5. How does the Product work? 6. Illustrative investment scenarios 7. Simulated past performance 9. Considerations before investing 10. Is the product appropriate for me? 11. Your questions answered 13. Understanding Counterparty Risk 14. Secondary market 8. About the FTSE 100 Index IMPORTANT INFORMATION UK Accelerated Tracker 5 (the Product) is directed at professional clients and sophisticated retail clients in the UK, who have a good understanding of the underlying market and characteristics of the Product. This Product is a six year investment, which is designed to be held until the Maturity Date. If you sell back the Product early, you may get back less than your initial investment. The information within this brochure does not constitute legal, tax or financial advice. Societe Generale has not given any such advice. This Product is a security that is listed on the London Stock Exchange and is issued by SG Issuer via an Issuing Programme which is approved by the UK Listing Authority. SG Issuer is a 100% subsidiary of Societe Generale. Final Terms are published for this security detailing its specific characteristics and its pay-off at Maturity, and the product features given in the Final Terms are prescribed by the approved Base Prospectus. Both documents can be found at www.sglistedproducts.co.uk Capital is fully at risk. This Product is not covered by the provisions of the Financial Services Compensation Scheme ( FSCS ), nor any similar compensation scheme As the Issuer of the Product, if SG Issuer were to fail to make payments due under the Product, you could lose some or all of your investment. Insofar as payments are due by Societe Generale in its capacity as Guarantor, investors are also exposed to Counterparty Risk on Societe Generale. See page 13 for more information on Counterparty Risk. The Financial Conduct Authority requires us, Societe Generale, to give you this important information to help you to decide whether this Product is right for you. You should read this document carefully so that you understand what you are buying, and then keep it safe for future reference. 2 16
INTRODUCING THE UK Accelerated Tracker 5 The aim of this product is to provide a Gross Return at Maturity based on the amplified performance of the FTSE 100 Index over a 6 year Investment Term. The UK Accelerated Tracker 5 (the Product) is a 6 year investment product, which is linked to the performance of the FTSE 100 Index (The Index). It can pay an enhanced return at Maturity based on 5 times the rise of the FTSE 100 Index (the Index). It is also designed to return your invested capital in full as long as the Index has not fallen more than 40% at Maturity. The Product s ability to pay any Gross Return and return your capital of 100 per unit at Maturity is dependent on the ability of Societe Generale to satisfy its obligations as Issuer. See the Counterparty Risk section on page 13 for more information. Who is the Product intended for? The Product is aimed at investors who believe that the FTSE 100 Index will rise over the next 6 years but not by more than 12%. This is because the maximum return offered by the Product is 60%, or 12% x 5. Investors also need to be prepared to lose some or all of their capital. Investing in the Product You can purchase units of the Product through any UK stockbroker or platform using the EPIC code UKA5, or the ISIN JE00BKWB0R70. Minimum investment: 1 unit Maximum investment: Societe Generale reserves the right to limit the total size of investment available at any time. Eligibility The Product can be purchased in any of the following accounts: Stocks & Shares Individual Savings Account (ISA). ISA investments are subject to there being 5 years or more remaining until Maturity. A Self Invested Personal Pension Account (SIPP) Direct Dealing Account Key Points Investment Term 6 years Maximum loss 100% of capital Maximum gain 60% Gross Return at Maturity Dependency Performance of the FTSE 100 Index Solvency of SG Issuer Protection Capital protected unless the FTSE 100 Index falls more than 40% Key dates Initial Valuation Date April 23rd, 2014 Investment Term 6 years Final Valuation Date April 23rd, 2020 Maturity April 30th, 2020 3 16
Key Terms you will come across in this brochure Term Description The Product The UK Accelerated Tracker 5. The Index The FTSE 100 Index. The Issuer SG Issuer, a 100% subsidiary of Societe Generale. Final Terms The legal documentation of the Product. EPIC Code UKA5 - The unique identifier used to identify the Product to your broker. ISIN Code JE00BKWB0R70. Issue Price The price per unit of the Product on the Issue Date. The Issue Price is 100 per unit. Initial Valuation Date April 23rd, 2014, the date that the closing price of the Index is recorded in order to determine the Initial Level. Final Valuation Date April 23rd, 2020, the date that the closing price of the Index is recorded in order to determine the Final Level. Initial Level The Initial Level for the FTSE 100 Index is 6,674.74 (Source: Bloomberg, April 2014). Final Level The closing level recorded for the Index on the Final Valuation Date. Protection Level The level at which the Final Level must be above in order for you to receive back the Issue Price in full at Maturity. The Protection Level is set 40% below the Initial Level. The Protection Level for the FTSE 100 Index is 4,004.84 (Source: Bloomberg, April 2014). If the Final Level is below the Protection Level, capital is at risk. See page 5 for more information. Investment Term The Product has a duration of 6 years. Maturity Date April 30th, 2020, the date that the Product matures. Gross Return On the Maturity Date the Product will pay a Gross Return based on 5x the rise of the Index from the Initial Level to the Final Level. If the Final Level is below the Initial Level you will receive no Gross Return. The Gross Return is subject to a cap of 60% of the Issue Price. Unless otherwise stated, all returns are gross. There are no further fees or commissions to be deducted from the return. However, all returns are subject to taxation. Maximum Return The Gross Return is capped at 60% of the Issue Price. If the Index has risen by more than 60% on the Maturity Date, the Product will underperform the Index. 4 16
HOW DOES THE Product WORK? The aim of the Product is to provide an enhanced return at Maturity based on 5 times the positive performance of the Index. How is the performance of the Index calculated? In order to determine the performance of the Index, the closing level of the Index was recorded on the Initial Valuation Date in order to provide the Initial Level. It will then be recorded again on the Final Valuation Date in order to provide the Final Level. The Final Level is then compared to the Initial Level in order to determine if the Index has risen or fallen over the Investment Term. The performance of the Index is based on how much the Index has risen between the Initial Level and the Final Level. For example, if the Final Level is 5% higher than the Initial Level, then the performance of the Index is 5%. Conversely, if the Final Level was 5% below the Initial Level, the performance of the Index would be -5%. What happens if the Index has risen? If the Index has risen between the Initial Level and the Final Level the Product will generate a return and pay back the initial price of 100 per unit at Maturity. The amount that you receive will depend on how far the Index has risen. If the Index has risen by 12% or less, you will receive 5x the rise of the Index. For example, if the Index had risen by 5% as indicated earlier, you would receive a Gross Return of 25% (5 x 5%) and your initial investment of 100 per unit. The Final Level is at or above the Initial Level Is the Final Level 12 % or more above the Initial Index Level? If however, the Index had risen strongly and on the Final Valuation Date the Index closed more than 12% above the Initial Level, your Gross Return would be capped and you would simply receive the Maximum Return of 60% and your initial investment of 100 per unit. As such, you would not benefit from the full rise in the Index. On the Maturity Date, investor receives initial investment and 5x the Index performance On the Maturity Date, investor receives their initial investment and a Gross Return of 60% What if the Index has fallen? If the Index has fallen over the Investment Term and the Final Level is below the Initial Level, the Product will not generate a return at Maturity. Depending on how far the Index has fallen your capital may also be at risk at Maturity. Whether or not your capital is returned in full will depend on how far below the Initial Level the Index closes on the Final Valuation Date. The Product has a Protection Level set 40% below the Initial Level, which means that as long as the Index has not fallen by more than 40%, your investment of 100 per unit will be returned in full at Maturity. If however the Index has fallen by more than 40%, you will not only miss any Gross Return, but part or all of your initial investment will be lost. You will be exposed to the performance of the Index from the Initial Level with every 1% fall in the level of the Index resulting in a loss of 1% of the Issue Price. For example, if the Index closed 60% below its Initial Level on the Final Valuation Date, you would receive back 40 per unit invested, a 60% loss on the 100 Issue Price. The Final Level is below the Initial Level Did the Index close below the Protection Level Capital Returned Investor receives no Gross Return but gets 100 per unit back Capital at risk Based on the percentage fall of the Index below the Inital Level 5 16
ILLUSTRATIVE INVESTMENT SCENARIOS The following example is based on an initial investment of 10,000, which is held for the full 6 year Investment Term and with no default event occurring in relation to SG Issuer or Societe Generale as the Issuer and Guarantor of the Product. The aim is to illustrate the potential return that could be generated based on the performance of the Index. There are 4 possible scenarios on the Maturity Date; Scenario one: The Index has risen by 12% or more In this instance, you do not benefit from the full rise of the Index as the Maximum Return is capped at 60%. i.e. a 12% rise in the Index. You will receive 16,000. This is equivalent to the Maximum Return of 6,000 and your initial investment of 10,000. Scenario three: The Index has fallen by 40% or less In this instance you will receive 10,000. This is equivalent to your initial investment only. Scenario four: The Index has fallen by more than 40% If the Index closes more than 40% below the Initial Level on the Final Valuation Date, you will not only miss any Gross Return on your investment, but part or all of your initial investment will be lost. You will be exposed to the performance of the Index from the Initial Level with every 1% fall in the level of the Index resulting in a loss of 1% of the Issue Price. For example, if the Index closed 60% below its Initial Level on the Final Valuation Date, you would receive back 40 per unit invested, a 60% loss on your initial capital. Scenario two: The Index has risen by less than 12% In this instance you will receive a Gross Return based on 5 times the positive performance of the Index and your initial investment. If the Index performance was 5%, you would receive 12,500. This is equivalent to a Gross Return of 2,500 (25%) and your initial investment ( 10,000). Summary of Illustrative returns SCENARIO PERFORMANCE OF THE INDEX VALUE OF INVESTMENT AT MATURITY RETURN ON INVESTMENT Index rises strongly 15% 16,000 60% Index rises 5% 12,500 25% Index stays flat 0% 10,000 0% Index falls -15% 10,000 0% Index falls significantly -50% 5,000-50% Amount received at Maturity 18,000.00 16,000.00 14,000.00 12,000.00 10,000.00 8,000.00 6,000.00 4,000.00 2,000.00 Gross Return Capital repaid 0.00 14% 8% 2% -4% -10% -16% -22% -28% -34% -40% -46% -52% -58% -64% -70% Performance of the FTSE 100 Index Vs the Initial Level -76% -82% -88% -94% -100% PLEASE NOTE: THE ABOVE FIGURES ARE EXAMPLES ONLY AND CHANGES IN THE INDEX HAVE BEEN CHOSEN TO DEMONSTRATE THE POTENTIAL AMOUNT OF CAPITAL REPAYABLE AND RETURN PAID UNDER THE PRODUCT ONLY. IF YOU SELL THE PRODUCT BEFORE MATURITY, YOU MIGHT NOT RECEIVE THE FULL AMOUNT YOU ORIGINALLY INVESTED. 6 16
SIMULATED PAST PERFORMANCE In order to demonstrate how the Product would have performed had it been purchased in the past, we carry out a series of tests to determine the Product s simulated past performance. We apply the exact parameters of the Product to historic price information for six year rolling periods ending between March 14th, 1994 and March 12th, 2014, which provides us with 5,055 periods to observe. 6 Year Rolling Returns of the Product 1994-2014 70% 60% 50% 40% 30% 20% 10% 0% 13/03/1994 13/03/1996 13/03/1998 13/03/2000 13/03/2002 13/03/2004 13/03/2006 13/03/2008 13/03/2010 13/03/2012 13/03/2014 Gross Return after 6 years Source: Societe Generale, March 13th, 2014. Figures relate to simulated past performance. Past Performance is not a reliable indicator of future returns. Our analysis shows that according to the simulated past performance, the Maximum Return of 60% (gross) would have been created in 3,002 cases (59.39%). The lowest simulated Gross Return that the Product would have achieved was 0%, which means that you would have received only your initial investment on the Maturity Date. The Minimum Return would have been created in 1,433 cases (28.35%). Simulated Gross Return at Maturity Gross Return Minimum 0.00% Average 38.73% Maximum 60.00% Occurrence of the Gross Return Gross Return No. Occurrences Maximum 60% 3,002 59.39 Minimum 0.00% 1,433 28.35 % of Occurrences The performance described is based on simulated data as an illustration only. It is not a reliable indicator of what you may get if you invested in the Product today. 7 16
ABOUT THE FTSE 100 INDEX The FTSE 100 Index is a market-capitalisation weighted Index representing the performance of the 100 largest UK-domiciled blue chip companies. The Index represents the majority of the UK s market capitalization. All FTSE 100 Index constituents are traded on the London Stock Exchange. As such, the FTSE 100 Index contains a lot of well known names such as BP, HSBC and Shell. Each company in the FTSE 100 Index is weighted according to its market value or market capitalisation as it is known. 5 year performance of the FTSE 100 Index 7000 6500 6000 Index level 5500 5000 4500 4000 3500 3000 06/03/2009 06/03/2010 06/03/2011 06/03/2012 06/03/2013 06/03/2014 Date Source Bloomberg, March 6th, 2014. Past performance is not a reliable indicator of future returns. FTSE 100 Constituents by Weighting FTSE 100 Index Weight by Sector (%) Financials Energy Consumer Staples Materials Health Care Consumer Discretionary Industrials HSBC Holdings PLC BP PLC Royal Dutch Shell PLC (A) GlaxoSmithKline PLC Vodafone Group PLC British American Tobacco PLC Royal Dutch Shell PLC (B) AstraZeneca PLC Diageo PLC Rio Tinto PLC Other Telecommunication Services Utilities Information Technology 0% 5% 10% 15% 20% 25% Source: Bloomberg, March 6th, 2014 Source: Bloomberg, March 6th, 2014 Societe Generale does not benefit in any way from the sponsorship, support or promotion of, and its products are not being sold or endorsed by, any third party index issuer or index formulator related directly or indirectly to FTSE International Limited London Stock Exchange Plc or The Financial Times Limited (hereinafter collectively referred to as the Holders ). The Holders make no guarantee and undertake no commitment, whether explicitly or implicitly, in relation to the results that may be obtained through the use of the FTSE 100 Index and/or in relation to the level which such index may achieve at any time, or any guarantee or commitment in relation to the index. The index is calculated by or in the name of FTSE. The Holder shall not be liable for any error affecting the FTSE 100 Index with regard to any party, and shall have no obligation to inform anyone of any possible error affecting such index. 8 16
Considerations before investing To help you decide if the Product is right for you, here is a summary of some key points to consider before investing. You should study the Final Terms and if you are unsure whether the Product is suitable for you, you should seek advice from an independent professional adviser before making an investment decision. Key benefits Potential to receive an enhanced return equivalent to 5x the rise of the FTSE 100 Index up to a cap of 60% of the Issue Price. The return is gross. Key risks Capped returns. Your maximum Gross Return is capped at 60% of the Issue Price. If at Maturity the performance of the Index is greater than 60%, the Product will underperform the Index. The payment is gross. Dividends. By investing in this Product you will not benefit from Dividends paid by the companies of the FTSE 100 Index. Inflation risk. If the total return generated by the Product is less than the rate of inflation, the value of your capital will be reduced in real terms. The Issue Price of 100 per unit will be repaid at Maturity provided that the Index has not fallen by more than 40% from the Initial Level on the Final Valuation Date. Capital is at risk. Should the Index have fallen by more than 40% on the Final Valuation Date, part or all of your initial investment will be lost. You will be exposed to the performance of the Index from its Initial Level with every 1% fall in the Index resulting in a loss of 1% of the Issue Price. Underlying risk. The level of the Index can be volatile and may fall significantly below its Initial Level. The Product is listed on the LSE and can be traded at any point during the trading day under normal market conditions with no early redemption charges. See page 14 for more information regarding Secondary Market trading. Eligible for investment into a Stocks and Shares ISA if there is more than 5 years remaining until Maturity, or a SIPP Dealing Account. Investments made outside of an ISA or SIPP may be subject to Capital Gains Tax.* Early sale risk. You can sell the Product before the end of the Investment Term but may get back less than you invested irrespective of the performance of the Index. Counterparty risk. The Product is Issued by SG Issuer, a 100% subsidiary of Societe Generale and Guaranteed by Societe Generale. Any failure by SG Issuer to make payments due under the Product may result in the loss of all or part of your investment. Insofar as payments are due by Societe Generale in its capacity as Guarantor, investors are exposed to a credit risk on Societe Generale. However, if the Issuer is unable to make payments due under the Product, it is highly likely, given their association, that the Guarantor will be unable to fulfil their obligations under the guarantee. more information see the Counterparty Risk section on page 13. Liquidity risk. Societe Generale is the only market maker and therefore the only party providing prices for the Product. Trading prices will only be available in normal market conditions. For more information regarding trading, please see the Secondary Market section on page 14. *Any statement in relation to tax, where made, is generic and non-exhaustive and is based on our understanding of the laws and practice in force as of the date of this document and is subject to any changes in law and practice and the interpretation and application thereof, which changes could be made with retroactive effect. Any such statement must not be construed as tax advice and must not be relied upon. The tax treatment of investments will, amongst other things, depend on an individual s circumstances. Investors must consult with an appropriate professional tax adviser to ascertain for themselves the taxation consequences of acquiring, holding and/or disposing of any investments mentioned in this brochure. 9 16
Is the Product appropriate for me? The Product May be Suitable for you if: The Product May Not be Suitable for you if: I am an individual and am over 18 years old. I am an investor in the UK. I would like the opportunity to receive a Gross Return based on 5x the rise of the FTSE 100 Index. I want an investment which gives me exposure to the performance of the FTSE 100 Index. I am happy that my potential return is capped at a Gross Return of 60% of the Issue Price as I do not expect the Index to rise more than 12%. I am happy to hold my investment until the end of the six year Investment Term. I understand that my potential return is dependent on the performance of the Index. I am unlikely to need access to my investment over the next six years and I accept the purchasing power of my investment may be reduced at Maturity. I am interested in the prospect of a potentially higher return than that received from a deposit account albeit that with the Product, my initial investment may not be repaid to me at the end of the Investment Term. I want to potentially receive tax-efficient returns on my investment by having the option of investing in a Stocks & Shares ISA or a SIPP. I have, or I am prepared to complete a Complex Instruments Appropriateness Assessment. I am an individual and am not over 18 years old. I am not an investor in the UK I do not believe that the FTSE 100 Index will rise over the next 6 years. I don t want to risk losing any of my initial investment which I could do even if I hold the Product until Maturity. I may need access to some or all of my initial investment before the end of the Investment Term of the Product, and cannot risk a loss to capital if I was to sell the Product in the Secondary Market. I am not prepared to take the risk that the Issuer, SG Issuer, or Societe Generale as Guarantor, might fail to make payments due under the Product, in which case I would get back less than was due to me or nothing at all. I don t want to risk receiving no return on my initial investment or less than I could have earned in the same period if I had invested in a standard deposit account. I am not prepared to cap my potential returns. I don t want to give up the dividends I might receive if I invested in shares or similar investments. I have not, and am not prepared to complete a Complex Instruments Appropriateness Assessment. 10 16
Your questions answered How do I invest? Investments in the Product can be made in the same way that you would purchase a normal share through a UK stockbroker. You can purchase the Product in your Dealing account, Stocks & Shares ISA or SIPP Dealing account*. You will need to quote the EPIC code UKA5 or the ISIN JE00BKWB0R70 to your broker. Prior to dealing you will need to complete a Complex Instrument Appropriateness Assessment with your stockbroker in order to confirm that the Product is appropriate for you and that you have the necessary experience to trade the Product. Is there a commission embedded in the Product? No there are no commissions paid by the Product. Will I have to pay any charges or expenses for the Product? All costs for creating and issuing the Product are built into the terms of the Product. Any charge will incorporate management costs, service fees and commission payable. Your stockbroker will charge you a standard dealing commission to buy or sell the Product. Eligibility The Product is eligible for investment within a SIPP Dealing Account or a Stocks & Shares ISA provided the remaining life of the Product is greater than five years at the time of purchase*. What is the tax treatment outside of a SIPP or ISA? Any return paid as part of the Product may be subject to Capital Gains Tax if the Product is held outside of an ISA or SIPP.* Can I change my mind? There is no cancellation process. However, you may sell the Product in the Secondary Market (see page 14), although you may get back less than you paid for it. Can I sell my Product before it matures? Yes, you can sell units of the Product at their market value prior to the Maturity Date in the Secondary Market, but you might get back less than you invested. The amount you receive from your sale instruction will be the current market value. The market value will be established when your stockbroker processes your sale instruction. You do not have to sell your investment back in full. The minimum amount that can be sold back is one unit. For more details on Secondary Market trading and the liquidity risks, please refer to page 14. What if I need my money before Maturity? Investing in the Product is not the same as investing in a bank or building society account where capital is guaranteed and, with instant access accounts where capital is readily available without penalty. Should you wish to access your funds invested in the Product you would need to sell the Product at the current market price, which may result in you realising less than the initial amount invested. What happens when my Product matures? At Maturity the final redemption amount of the Product is calculated and the proceeds payable to you will be credited to your account. The amount that you receive will be dependent on the closing level of the Index on the Final Valuation Date. What happens if I die? If you should die before the proceeds of the Product are available, your personal representatives should contact your stockbroker and tell them how they wish your investment to be dealt with as part of probate/administration. How can I monitor my investment? Should you wish to obtain the current market value of the Product, you can look it up on our website: www.sglistedproducts.co.uk or ask your stockbroker. What is the maximum return that I can receive? The Product offers a Maximum Return of 60% of the Issue Price at Maturity. If the price of the Index has risen by more than 60.0% by the time the Product matures on April 23rd, 2020, the Product will under-perform the Index. What is my maximum loss? Capital is completely at risk. If SG Issuer, as Issuer, or Societe Generale as Guarantor is unable to make payments due under the Product, you may lose all or part of your investment. In addition, if the price of the Index closes more than 40% below its Initial Level on the Final Valuation Date, capital is at risk. The amount that you receive back at Maturity will be determined by the percentage fall of the Index. If it is 60% below its Initial Level for example, you will receive 40 per Unit. It is possible to lose your entire investment if the Index is worth nothing at Maturity. *Any statement in relation to tax, where made, is generic and non-exhaustive and is based on our understanding of the laws and practice in force as of the date of this document and is subject to any changes in law and practice and the interpretation and application thereof, which changes could be made with retroactive effect. Any such statement must not be construed as tax advice and must not be relied upon. The tax treatment of investments will, amongst other things, depend on an individual s circumstances. Investors must consult with an appropriate professional tax adviser to ascertain for themselves the taxation consequences of acquiring, holding and/or disposing of any investments mentioned in this brochure. 11 16
Will I get an income? No. The objective of the Product is to provide you with a Gross Return at Maturity. Investing in the Product is not the same as investing in a bank or building society account where capital is guaranteed and, with instant access accounts, is readily available without penalty. How is the price of the Index monitored? On April 23rd, 2014, the closing price of the Index was recorded to provide the Initial Level. The Initial Level is then used to determine the Protection Level, which is set 40% below the Initial Level. On the Final Valuation Date the closing level of the Index will be compared to the Initial Level in order to determine whether it should pay the Gross Return and return the original Issue Price. If the Final Level is 12% or more above the Initial Level, the Maximum Return of 60% will be paid. If the Final Level is above the Initial Level but less than 12% above the Initial Level, you will receive a Gross Return based on 5x the rise of the Index. If the Index is below the Initial Level at this point, no Gross Return will be paid. If the Index is below the Initial Level but has not fallen below the Protection Level (60% of the Initial Level), you will receive no Gross Return but the Issue Price will be returned on the Maturity Date. If the Index closes below the Protection Level capital is at risk. The amount that you receive back at Maturity will be determined by the percentage fall of the Index. If it is 60% below its Initial Level, you will receive 40 per Unit (a 60% loss on the Issue Price). Do I have a claim on the Index? No, you are purchasing a Security issued by SG Issuer, which acknowledges its obligation to pay the benefits described the return of which is linked to the value of the Index but does not include any direct rights to the Index. What is a Security? A Security is listed on the LSE and issued by a bank via an Issuing Programme which is approved by the UK Listing Authority. Final Terms are published for each Security detailing its specific characteristics and its payoff at Maturity. The product features given in the Final Terms are prescribed by the approved Base Prospectus. How can I get a copy of the prospectus? This brochure is a promotional document and not a prospectus and is intended to convey the overall terms of the Product. Full details of the terms of the UK Accelerated Tracker 5 will be contained in the Base Prospectus and the Final Terms of the Product which will detail the terms that are specific to this product. These will be available on the Societe Generale website, www.sglistedproducts.co.uk What if I have a query and/or complaint? If you have a query or complaint relating to the UK Accelerated Tracker 5, please contact: The Listed Products Team Societe Generale Exchange House 12 Primrose Street London EC2A 2EG Tel: 0800 328 1199 In the unlikely event that Societe Generale cannot resolve your complaint satisfactorily, you have the right to refer the matter to the Financial Ombudsman: Financial Ombudsman Service South Quay Plaza 183 Marsh Wall London, E14 9SR Tel: 0845 080 1800 12 16
UNDERSTANDING COUNTERPARTY RISK The Issuer of the Product is SG Issuer, a member of the Societe Generale group of companies. This means that receiving your capital back and any Gross Return owed to you are dependent on Societe Generale paying back the amounts due under its obligations on the Product. This is called Counterparty Risk or Credit Risk. If SG Issuer as Issuer, or Societe Generale as Guarantor is unable to make payments due under the Product, you may lose all or part of your investment. You will have no claim for compensation from the Financial Services Compensation Scheme or any similar scheme. Credit ratings can provide a way for you to assess the risk of a particular product Issuer such as Societe Generale becoming insolvent. Credit ratings are assigned by independent ratings agencies such as Standard & Poor s and Moody s. Standard & Poor s rate companies from AAA (Most Secure/ Best) to D (Most Risky/Worst) and Moody s rate companies from Aaa (Most Secure/Best) to C (Most Risky/Worst). These credit ratings are reviewed on a regular basis and are subject to change by these agencies. The credit rating is not a recommendation to purchase, sell, or hold a financial obligation, as it does not comment on market price or suitability for a particular investor. It also does not provide assurance that the institution cannot fail. Societe Generale Credit Ratings Issuer Moody s Credit Rating Standard & Poor s Credit Rating Societe Generale A2 A These ratings are correct as of March, 2014. However, they are subject to change at any time. 13 16
Secondary market You can buy or sell the Product at any time in the Secondary Market on any regular LSE trading day from 8.05am to 4.30pm. The price of the Product will vary on an intraday basis and may be different from the 100 Issue Price. The price that you pay counts During the Fixed Price Offer Period you can only purchase units of the Product at the Issue Price of 100 per unit. The Gross Return generated by the Product, and the amount of capital returned at Maturity, are both fixed by the Issue Price. The maximum Gross Return of 60% for example corresponds to a potential payout of 60 per unit invested. The maximum amount of your initial capital that you can get back at Maturity is also fixed at the Issue Price of 100 per unit. After April 23rd, 2014 the price will rise and fall according to changes in the price of the Index, the time until Maturity, and the perceived likelihood of a payout being made at Maturity. This highlights the importance of knowing how the price you pay per unit affects your Gross Return and how much of your capital will be returned at Maturity. How does price affect your Gross Return PAYABLE? As the table below shows, purchasing the Product for more than the Issue Price of 100 will reduce the potential Gross Return payable in percentage terms. This is because the 60.00 that you could receive is proportionately smaller if you pay a higher price per unit. For example, if you pay 110 per unit, your maximum potential Gross Return is reduced to 54.55% ( 60.00/ 110 x 100). Conversely, if you pay 90 per unit, the maximum Gross Return that you could receive increases from 60.00% to 66.67% ( 60/ 90 x 100). The impact of the purchase price on Gross Return payable Purchase price Price paid per unit 90 100 110 Maximum Gross Return per unit invested 60.00 60.00 60.00 Maximum potential Gross Return 66.67% 60.00% 54.55% at Maturity % All PERCENTAGES have been rounded to 2 decimal places. How does price affect what you can get back at Maturity? At Maturity, the Product can provide a Gross Return and pay back 100 per unit invested. As the table below demonstrates, if you pay more than 100 per unit you will make a loss on your initial capital. For example, if you paid 110, it means that you will lose 10 of your initial invested capital as you will only get back 100 per unit. This means you will get back 90.91% of your capital ( 100/ 110 x 100). Again, conversely, paying less than 100 per unit will create a profit on your initial capital. For example, if you paid 90 per unit you would make a profit on your capital equal to 11.11% ( 100/ 90 x 100). The impact of the purchase price on the capital received at Maturity Purchase price Price paid per unit 90 100 110 Maximum capital returned at Maturity per unit 100 100 100 Potential profit or loss on invested capital +11.11% 0.00% -9.09% All PERCENTAGES have been rounded to 2 decimal places. 14 16
How does price affect your total profit? As we have demonstrated, purchasing a unit of the Product for more than 100 will reduce the potential Gross Return in percentage terms, and create a loss on your initial capital, thus reducing the maximum potential overall return. For example, purchasing a unit of the product for 110 provides a maximum Gross Return of 54.55% instead of the 60.00% you could receive if you buy at the Issue Price. However, as you will only receive 100 back per unit invested, you would lose 10 or 9.09% of your capital ( 10/ 110 x 100). Therefore, you have to subtract this loss from the maximum Gross Return, which gives you an actual maximum Gross Return of 45.46% (54.55% - 9.09%). Again, the opposite is true if you purchased 1 unit of the Product at 90, in which case your potential total Gross Return is 77.78% (67.32%+11.11%). Purchase price Price paid per unit 90 100 110 Maximum total Gross Return payable 67.32% 60.00% 54.55% How much of my invested capital is returned when the product matures? 111.11% 100.00% 90.91% Maximum overall return you could receive over the entire Investment Term 77.78% 60.00% 45.46% All PERCENTAGES have been rounded to 2 decimal places. How does price affect your capital at risk? The last important thing to understand is that the price you pay per unit also affects the degree to which your capital is at risk. The table below assumes that on the Final Valuation Date, the Index is 50% below its Initial Level. In this case, your capital is at risk based on the fall in the Index. A 50% fall in the level of the Index leads to a 50% reduction in the Issue Price, i.e. you would get back 50 per unit. However, if you had paid 110 per unit, the total loss would be 60 ( 110-50) or 54.55% ( 50/ 110 x 100). Again, if you were to pay 90 per unit for example, you would be paying less than the Issue Price which would reduce your capital at risk to 44.44% ( 50/ 90 x 100). Purchase price Price paid per unit 90 100 110 Amount received if the Index is down by 50% 50 50 50 Total capital loss per unit 40 50 60 Loss to capital in percentage terms 44.44% 50.00% 54.55% All PERCENTAGES have been rounded to 2 decimal places. Buying and Selling the Product during the Investment Term Nature and frequency of trading Minimum transaction size Intra-day with two-way tradable prices in line with LSE rules and market making obligations 1 Unit Societe Generale is the only market maker Societe Generale is the only market-maker and therefore the only party providing prices for all Societe Generale listed securities. Societe Generale will refresh the prices throughout the Trading Day according to LSE rules. The pricing offered is monitored by the LSE monitoring team, both in terms of spreads and sizes. Cases in which there is no guarantee that liquidity will be available on the secondary market, and therefore normal market conditions may not prevail, include where: the Share price is suspended or not tradable; there is a failure in the LSE or Societe Generale systems; there are abnormal trading situations e.g. sudden and sharp volatility increase or lack of liquidity in the Index. 15 16
THIS COMMUNICATION IS FOR PROFESSIONAL CLIENTS AND SOPHISTICATED RETAIL CLIENTS IN THE UK. This document is issued in the U.K. by the London Branch of Societe Generale. Societe Generale is a French credit institution (bank) authorised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available from us on request. The product described within this document is not suitable for everyone. Your capital may be lost. You should not deal in the UK Accelerated Tracker 5 unless you understand its nature and the extent of your exposure to risk. The value of the UK Accelerated Tracker 5 can go down as well as up and can be subject to volatility due to factors such as price changes in the underlying instrument and interest rates. Prior to any investment in the UK Accelerated Tracker 5, you should make your own appraisal of the risks from a financial, legal and tax perspective, without relying exclusively on the information provided by us, both in this document and the Final Terms of the UK Accelerated Tracker 5 available on the website www.sglistedproducts.co.uk. We recommend that you consult your own independent professional advisers. You should note that holdings in the UK Accelerated Tracker 5 will not be covered by the provisions of the Financial Services Compensation Scheme, or by any similar compensation scheme. The securities can be neither offered in nor transferred to the United States. Any statement in relation to tax, where made, is generic and non-exhaustive and is based on our understanding of the laws and practice in force as of the date of this document and is subject to any changes in law and practice and the interpretation and application thereof, which changes could be made with retroactive effect. Any such statement must not be construed as tax advice and must not be relied upon. The tax treatment of investments will, amongst other things, depend on an individual s circumstances. Investors must consult with an appropriate professional tax adviser to ascertain for themselves the taxation consequences of acquiring, holding and/or disposing of any investments mentioned in this brochure. Societe Generale listed Products Call: 0800 328 1199 Website: www.sglistedproducts.co.uk Telephone calls may be recorded and/or monitored for training and quality purposes.