SGA Société Générale Acceptance N.V. Société Générale (incorporated in France)

Transcription

1 BASE LISTING DOCUMENT DATED 2 April 2013 If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Hong Kong Exchanges and Clearing Limited ( HKEx ), The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. Non-collateralised Structured Products Base Listing Document relating to Structured Products to be issued by SGA Société Générale Acceptance N.V. (incorporated in Curaçao with limited liability) unconditionally and irrevocably guaranteed by Société Générale (incorporated in France) Sponsor, Liquidity Provider & Placing Agent SG Securities (HK) Limited This document, for which we and Société Générale (the Guarantor ) accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) for the purpose of giving information with regard to us, SGA Société Générale Acceptance N.V., and the Guarantor, our derivative warrants (the Warrants ), callable bull/bear contracts (the CBBCs ) and other structured products (the Warrants, the CBBCs and such other structured products are, collectively, the Structured Products ) to be listed on the Stock Exchange from time to time. This document may be updated and/or amended from time to time by way of addenda. Our obligations under the Structured Products are guaranteed by the Guarantor under a guarantee executed by the Guarantor dated 2 April 2013 (the Guarantee ). We and the Guarantor, having made all reasonable enquiries, confirm that to the best of our knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading. Investors are warned that the price of the Structured Products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the Structured Products and carefully study the risk factors set out in this document and, where necessary, seek professional advice, before they invest in the Structured Products. The Structured Products involve derivatives. Investors should not invest in the Structured Products unless they fully understand and are willing to assume the risks associated with them. The Structured Products constitute our general unsecured contractual obligations and of no other person, and the Guarantee constitutes the general unsecured contractual obligations of the Guarantor and of no other person. The Structured Products will rank equally among themselves and with all our other unsecured obligations and the other unsecured obligations of the Guarantor (save for those obligations preferred by law) upon liquidation. If you purchase the Structured Products, you are relying upon our creditworthiness and the creditworthiness of the Guarantor and have no rights under the Structured Products against (a) the company which has issued the underlying securities; (b) the trustee or the manager of the underlying unit trust; or (c) the index compiler of the underlying index. If we become insolvent or default on our obligations under the Structured Products or the Guarantor becomes insolvent or defaults on its obligations under the Guarantee, you may not be able to recover all or even part of the amount due under the Structured Products (if any).

2 CONTENTS Page 1. IMPORTANT INFORMATION OVERVIEW OF THE WARRANTS OVERVIEW OF THE CBBCS DESCRIPTION OF THE GUARANTEE RELATING TO THE STRUCTURED PRODUCTS INFORMATION ABOUT US INFORMATION ABOUT THE GUARANTOR INFORMATION ABOUT THE LIQUIDITY PROVIDER SALES RESTRICTIONS OFFERING MECHANISM TAXATION RISK FACTORS...39 APPENDIX 1 - TERMS AND CONDITIONS OF WARRANTS...49 Part A - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Equities (Global Form of Certificate)...50 Part B - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over an Index (Global Form of Certificate)...61 Part C - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Currency (Global Form of Certificate)...69 Part D - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodities (Global Form of Certificate)...76 Part E - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodity Futures (Global Form of Certificate)...83 Part F - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Unit Trust (Global Form of Certificate)...90 Part G - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Foreign Equities (Global Form of Certificate) APPENDIX 2 - TERMS AND CONDITIONS OF CALLABLE BULL/BEAR CONTRACTS Part A - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over Single Equities (Global Form of Certificate) Part B - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over an Index (Global Form of Certificate) Part C - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over Single Unit Trust (Global Form of Certificate) APPENDIX 3 - OUR FINANCIAL INFORMATION APPENDIX 4 - FINANCIAL INFORMATION OF THE GUARANTOR PARTIES...Back Page 2

3 1. IMPORTANT INFORMATION What documents should you read before investing in the Structured Products? A supplemental listing document will be issued on the issue date of each series of the Structured Products which will include detailed commercial terms of the relevant series. You must read this document (including any addendum to this document to be issued from time to time), together with such relevant supplemental listing document (including any addendum to such relevant supplemental listing document to be issued from time to time) (together, the Listing Documents ), before investing in any series of the Structured Products. You should carefully study the risk factors set out in the Listing Documents. Is there any guarantee or collateral for the Structured Products? Our obligations under the Structured Products are unconditionally and irrevocably guaranteed by the Guarantor. If we become insolvent or default on our obligations under the Structured Products and the Guarantor becomes insolvent or defaults on its obligations under the Guarantee, you can only claim as an unsecured creditor of the Issuer and the Guarantor. In such event, you may not be able to recover all or even part of the amount due under the Structured Products (if any). What are the Guarantor's credit ratings? The Guarantor s long term credit ratings are: Rating agency Moody s Investors Service, Inc., New York Standard & Poor s Ratings Services, a division of The McGraw-Hill Companies, Inc. Ratings as of 28 March 2013 A2 A Rating agencies usually receive a fee from the companies that they rate. When evaluating the Guarantor s creditworthiness, you should not solely rely on the Guarantor's credit ratings because: (a) (b) (c) a credit rating is not a recommendation to buy, sell or hold the Structured Products; ratings of companies may involve difficult-toquantify factors such as market competition, the success or failure of new products and markets and managerial competence; and a high credit rating is not necessarily indicative of low risk. The Guarantor's credit ratings as of 28 March 2013 are for reference only. Any downgrading of the Guarantor's ratings could result in a reduction in the value(s) of the Structured Product(s). The Structured Products are not rated. The Guarantor s credit ratings are subject to change or withdrawal at any time within each rating agency's sole discretion. You should conduct your own research using publicly available sources to obtain the latest information with respect to the Guarantor s ratings from time to time. Is the Issuer or the Guarantor regulated by the Hong Kong Monetary Authority referred to in Rule 15A.13(2) or the Securities and Futures Commission referred to in Rule 15A.13(3)? We are regulated by the Central Bank of Curaçao and Sint Maarten. The Hong Kong Branch of the Guarantor is a licensed bank in Hong Kong regulated by the Hong Kong Monetary Authority. The Guarantor is also regulated by, amongst others, the Autorité de Contrôle Prudentiel (French Prudential Supervisory Authority) in France. Is the Issuer or the Guarantor subject to any litigation? Save as disclosed in the section headed Risk Management in Appendix 4 of this document, none of us, the Guarantor or any of our or its subsidiaries is aware of any litigation or claims of material importance pending or threatened against any of us or them. 3

4 Authorisation for the issue of the Structured Products The issue of each series of the Structured Products will be authorised by our board of directors on each occasion when we issue the relevant series of the Structured Products. Has our or the Guarantor s financial position changed since last financial year-end? Save as disclosed in the paragraph headed Post- Closing Events under the section headed Group Management Report in Appendix 4 of this document as extracted from page 69 of the 2013 Registration Document, there has been no material adverse change in the financial or trading position of us or the Guarantor since 31 December Do you need to pay any transaction cost? The Stock Exchange charges a trading fee of per cent. and the Securities and Futures Commission charges a transaction levy of per cent. 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 consideration for the Structured Products. The levy for the investor compensation fund is currently suspended. Do you need to pay any tax? You may be required to pay stamp duty, other taxes or other charges in accordance with the laws and practices of the country of your purchase in addition to the issue price of each Structured Product. See section 10 (Taxation) of this document for further information. Where can you inspect the relevant documents? The following documents are available for inspection during the usual business hours on any weekday (public holidays excepted) at SG Securities (HK) Limited (presently at Level 38, Three Pacific Place, 1 Queen s Road East, Hong Kong): (a) (b) our Memorandum and Articles of Association and the constitutional documents of the Guarantor; our updated audited financial statements, interim unaudited reports (if any) and quarterly unaudited reports (if any); (c) (d) (e) (f) (g) (h) (i) the Guarantor s updated audited financial statements, interim unaudited reports (if any) and quarterly unaudited reports (if any); consent letters from our auditors, Deloitte & Associés, and the auditors of the Guarantor, Deloitte & Associés and Ernst & Young et Autres (together, the Auditors ); this document and any addendum to this document; the Guarantee; the other Listing Documents (including the supplemental listing document) as long as the relevant series of the Structured Products is listed on the Stock Exchange; the master instrument by way of deed poll (the Instrument ) executed by us and the Guarantor on 26 August 2002 (as modified and supplemented by a supplement to the master instrument by way of deed poll dated 2 June 2006) which constitutes the Structured Products; and a Chinese translation of each of the Listing Documents. Requests for photocopies of the above documents will be subject to a reasonable fee which reflects the costs of making such copies. The Listing Documents are also available on: (a) (b) in respect of Warrants, the website of HKEx at and in respect of CBBCs, the website of HKEx at 各上市文件亦可於下列網站瀏覽 : (a) (b) 就認股權證而言, 香港交易所的網站 及 就牛熊證而言, 香港交易所的網站 4

5 How can you get further information about the Guarantor? You may visit the corporate website of the Guarantor at to obtain further information relating to the Guarantor. What is this document about? This document is for information purposes only and does not constitute an offer, an advertisement or an invitation to the public to subscribe for or to acquire any of the Structured Products. HKEx, the Stock Exchange and HKSCC have made no assessment of, nor taken any responsibility for, our financial soundness or the financial soundness of the Guarantor or the merits of investing in any of the Structured Products, nor have they verified the accuracy or the truthfulness of statements made or opinions expressed in this document. We do not imply that there has been no change in the information set out in this document since its date. No person has been authorised to give any information or to make any representations other than those contained in this document in connection with the Structured Products, and, if given or made, such information or representations must not be relied upon as having been authorised by us. Sales restrictions and grey market No action has been taken to permit a public offering of any of the Structured Products or the distribution of this document in any jurisdiction where action would be required for such purposes. The distribution of this document and the offering of the Structured Products may, in certain jurisdictions, be restricted by law. You must inform yourself of and observe all such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Structured Products and the distribution of any Listing Document, see section 8 (Sales Restrictions) of this document. Following the launch of a series of Structured Products, the Structured Products may be sold to investors in the grey market in the period between the launch date and the listing date. We will report any dealings in Structured Products by us and/or any of our subsidiaries or associated companies in the grey market to the Stock Exchange on the listing date through the website of HKEx at Have our auditors and the Guarantor s auditors agreed to the inclusion of their reports in this document? Our auditors and the Guarantor s auditors have given and have not withdrawn their written consent to the inclusion of their reports dated 19 March 2013 and 4 March 2013 respectively in this document and/or the references to their names in the Listing Documents, in the form and context in which they are included. Their reports were not prepared exclusively for incorporation into this document. The Auditors do not hold our shares or shares in the Guarantor or any of our subsidiaries, nor do they have the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for our securities, the securities of the Guarantor or any of our subsidiaries. Authorised Representatives Mr. AVANIAN Alexandre and Ms. BURTON Sallie of SG Securities (HK) Limited, Level 38, Three Pacific Place, 1 Queen s Road East, Hong Kong are our authorised representatives. 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 us and the Guarantor, service of process and any other notices required to be served on us or the Guarantor. Capitalised terms Unless otherwise specified, capitalised terms used in this document have the meanings set out in the terms and conditions applicable to the relevant Structured Products set out in Appendices 1 and 2 (each, the Conditions ). Terms not defined in this document in respect of the Structured Products shall have the meanings ascribed to them in the other Listing Documents. Governing Law All contractual documentation for the Structured Products will be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region of the People s Republic of China. 5

6 2. OVERVIEW OF THE WARRANTS What is a derivative warrant? A derivative warrant linked to a security, an index, a currency, a commodity (such as oil, gold and platinum), a commodity futures contract, a unit trust or other asset (each, the Underlying Asset ) is an instrument which gives the holder a right to buy or sell the Underlying Asset at, or derives its value by reference to, a pre-set price or level called the Exercise Price or Strike Level (as the case may be). Investing in a derivative warrant does not give you any right in the Underlying Asset. It usually costs a fraction of the value of the Underlying Asset. A list of eligible Underlying Assets for warrants is available on the website of HKEx at A derivative warrant may provide leveraged return to you (but conversely, it could also magnify your losses). How and when can you get back your investment? The Warrants are European Style Warrants, meaning that they can only be exercised on the Expiry Date. The Warrants will be automatically exercised on the Expiry Date, entitling you to receive a cash amount called the Cash Settlement Amount (if positive) according to the applicable Conditions. You will receive the Cash Settlement Amount less any Exercise Expenses upon expiry. If the Cash Settlement Amount is at or below the Exercise Expenses, you will not receive any payment upon expiry of the Warrants. How do the Warrants work? The potential payoff of a Warrant is calculated by us by reference to the difference between: Call Warrants A call Warrant is suitable for an investor holding a bullish view of the price or level of the Underlying Asset during the term of the Warrant. A call Warrant will be exercised if the Average Price/Closing Price or the Closing Level is greater than the Exercise Price or the Strike Level (as the case may be). The more the Average Price/Closing Price or the Closing Level exceeds the Exercise Price or the Strike Level (as the case may be), the higher the payoff upon expiry. If the Average Price/Closing Price or the Closing Level is at or below the Exercise Price or the Strike Level (as the case may be), an investor in the call Warrant will lose all of his investment. Put Warrants A put Warrant is suitable for an investor holding a bearish view of the price or level of the Underlying Asset during the term of the Warrant. A put Warrant will be exercised if the Average Price/Closing Price or the Closing Level is lower than the Exercise Price or the Strike Level (as the case may be). The more the Average Price/Closing Price or the Closing Level is below the Exercise Price or the Strike Level (as the case may be), the higher the payoff upon expiry. If the Average Price/Closing Price or the Closing Level is at or above the Exercise Price or the Strike Level (as the case may be), an investor in the put Warrant will lose all of his investment. Other types of Warrants The supplemental listing document applicable to other types of Warrants will specify the type of such Warrants and whether such Warrants are exotic warrants. Where can you find the Conditions applicable to the Warrants? (a) (b) for a Warrant linked to a security, a currency, a commodity, a commodity futures contract or a unit trust, the Exercise Price and the Average Price/Closing Price; and for a Warrant linked to an index, the Strike Level and the Closing Level. You should review the Conditions applicable to each type of the Warrants before you invest in the Warrants. The Conditions applicable to each type of the Warrants are set out in Appendix 1 (as may be amended or supplemented by any addendum or the relevant supplemental listing document). 6

7 What are the factors determining the price of a derivative warrant? The price of a Warrant generally depends on the price or level of the Underlying Asset. However, throughout the term of a Warrant, its price will be influenced by a number of factors, including: (a) (b) (c) (d) (e) (f) (g) (h) the Exercise Price or the Strike Level (as the case may be); the value and volatility of the price, level or exchange rate of the Underlying Asset (being a measure of the fluctuation in the price, level or exchange rate of the Underlying Asset over time); the time remaining to expiry: generally, the longer the remaining life of the Warrants, the greater its value; the interim interest rates and expected dividend payments or other distributions on the Underlying Asset or on any components comprising the underlying index (as the case may be); the liquidity of the Underlying Asset or of the futures contracts relating to the underlying index (as the case may be); the supply and demand for the Warrant; our related transaction cost; and our creditworthiness and the creditworthiness of the Guarantor. What is your maximum loss? Your maximum loss in investing in a series of the Warrants will be limited to your investment amount plus any transaction costs. How can you get information about the Warrants after issue? You may visit HKEx s website at to obtain further information on derivative warrants or any notice given by us or the Stock Exchange in relation to the Warrants. 7

8 3. OVERVIEW OF THE CBBCS (b) Category N CBBCs. What are the CBBCs? The CBBCs are a type of Structured Products that tracks the performance of the Underlying Asset. The CBBCs can be issued on different types of Underlying Assets, including: (a) (b) securities listed on the Stock Exchange; the Hang Seng Index, the Hang Seng China Enterprises Index and the Hang Seng China H-Financials Index; and/or (c) overseas securities, overseas indices, currencies or commodities (such as oil, gold and platinum) as prescribed by the Stock Exchange from time to time. A list of eligible Underlying Assets for the CBBCs is available on the website of HKEx at The CBBCs are issued either as bull CBBCs or bear CBBCs, allowing you to take either bullish or bearish positions on the Underlying Asset. Bull CBBCs are designed for investors who have an optimistic view on the Underlying Asset. Bear CBBCs are designed for investors who have a pessimistic view on the Underlying Asset. Your maximum potential loss in investing in a series of the CBBCs will be limited to the purchase price, which is generally a fraction of the value of the Underlying Asset, for the CBBCs plus the costs involved in your purchase. The CBBCs have a mandatory call feature (the Mandatory Call Event ) and, subject to the limited circumstances set out in the relevant Conditions in which the Mandatory Call Event may be reversed, we must terminate the CBBCs upon the occurrence of the Mandatory Call Event. See What is the mandatory call feature of the CBBCs? below. There are 2 categories of CBBCs, namely: Your entitlement following the occurrence of the Mandatory Call Event will depend on the category of the CBBCs. See What is the mandatory call feature of the CBBCs below for further details. If the Mandatory Call Event does not occur, the CBBCs will be exercised automatically on the Expiry Date by payment of the applicable Cash Settlement Amount (if any) less the Exercise Expenses at expiry. The applicable Cash Settlement Amount at expiry (if any) represents the difference between the Closing Price or the Closing Level of the Underlying Asset on the Valuation Date and the Strike Price or the Strike Level (as the case may be). The Conditions applicable to each type of the CBBCs are set out in Appendix 2. What is the mandatory call feature of the CBBCs? Mandatory Call Event Subject to the limited circumstances set out in the relevant Conditions in which the Mandatory Call Event may be reversed, we must terminate the CBBCs if the Mandatory Call Event occurs. The Mandatory Call Event occurs if the Spot Price or Spot Level (as the case may be) of the Underlying Asset is: (a) (b) at or below the Call Price or the Call Level (as the case may be) (in the case of bull CBBCs); or at or above the Call Price or the Call Level (as the case may be) (in the case of bear CBBCs), at any time on any Trading Day or Index Business Day (as the case may be) during the Observation Period. The Observation Period starts from and including the Observation Commencement Date of the relevant CBBCs and ends on and including the close of trading on the Stock Exchange on the Trading Day immediately preceding the Expiry Date. (a) Category R CBBCs; and 8

9 Subject to the limited circumstances set out in the relevant Conditions in which the Mandatory Call Event may be reversed and subject to such modification and amendment as may be prescribed by the Stock Exchange from time to time: (a) (b) in the case where the Mandatory Call Event occurs during a continuous trading session, all trades in the CBBCs concluded via automatching or manually after the time of the occurrence of a Mandatory Call Event; and in the case where the Mandatory Call Event occurs during a pre-opening session or a closing auction session (if applicable), all auction trades in the CBBCs concluded in such session and all manual trades concluded after the end of the pre-order matching period in such session, will be invalid and will be cancelled, and will not be recognised by us or the Stock Exchange. The time at which the Mandatory Call Event occurs will be determined by reference to: (a) (b) (c) in respect of the European Style CBBCs over single equities (the Single Equity CBBCs ), the Stock Exchange s automatic order matching and execution system time at which the Spot Price is at or below the Call Price (for a series of bull CBBCs) or at or above the Call Price (for a series of bear CBBCs); in respect of European Style CBBCs over an index (the Index CBBCs ), the time when the relevant Spot Level is compiled and published by the Index Compiler and at which the Spot Level is at or below the Call Level (for a series of bull CBBCs) or at or above the Call Level (for a series of bear CBBCs); or in respect of the European Style CBBCs over single unit trust (the Single Unit Trust CBBCs ), the Stock Exchange s automatic order matching and execution system time at which the Spot Price is at or below the Call Price (for a series of bull CBBCs) or at or above the Call Price (for a series of bear CBBCs). Category R CBBCs vs. Category N CBBCs The supplemental listing document for the relevant series of the CBBCs will specify whether the CBBCs are Category R CBBCs or Category N CBBCs. Category N CBBCs refer to CBBCs of which the Call Price or the Call Level is equal to the Strike Price or the Strike Level (as the case may be). In respect of a series of Category N CBBCs, you will not receive any cash payment following the occurrence of the Mandatory Call Event. Category R CBBCs refer to CBBCs of which the Call Price or the Call Level is different from the Strike Price or the Strike Level (as the case may be). In respect of a series of Category R CBBCs, you may receive a cash payment called the Residual Value upon the occurrence of the Mandatory Call Event. The amount of the Residual Value payable (if any) is calculated by reference to: (a) (b) in respect of bull CBBCs, the difference between the Minimum Trade Price or the Minimum Index Level of the Underlying Asset and the Strike Price or the Strike Level (as the case may be); and in respect of bear CBBCs, the difference between the Strike Price or the Strike Level and the Maximum Trade Price or the Maximum Index Level (as the case may be) of the Underlying Asset. You must read the relevant Conditions and the relevant supplemental listing document to obtain further information on the calculation formula of the Residual Value applicable to the relevant series of Category R CBBCs. You may lose all of your investment in a particular series of the CBBCs if: (a) (b) in the case of a series of bull CBBCs, the Minimum Trade Price or the Minimum Index Level of the Underlying Asset is equal to or less than the Strike Price or the Strike Level (as the case may be); or in the case of a series of bear CBBCs, the Maximum Trade Price or the Maximum Index Level of the Underlying Asset is equal to or greater than the Strike Price or the Strike Level (as the case may be). Where can you find the Conditions applicable to the CBBCs? You should review the Conditions applicable to each type of the CBBCs before your investment. 9

10 The Conditions applicable to each type of the CBBCs are set out in Appendix 2 (as may be amended or supplemented by any addendum or the relevant supplemental listing document). How is the funding cost calculated? The issue price of a CBBC represents the difference between the initial spot price or level of the Underlying Asset as at the Launch Date of the CBBC and the Strike Price or the Strike Level (as the case may be), plus the applicable funding cost. The initial funding cost applicable to each series of CBBCs will be specified in the relevant supplemental listing document for the relevant series and will fluctuate throughout the life of the CBBCs as the funding rate changes from time to time. The funding rate is a rate determined by us based on one or more of the following factors, including but not limited to the Strike Price or the Strike Level (as the case may be), the prevailing interest rate, the expected life of the CBBCs, expected notional dividends/distributions in respect of the Underlying Asset and the margin financing provided by us. Further details about the funding cost applicable to a series of the CBBCs will be described in the relevant supplemental listing document. (b) (c) (d) (e) (f) (g) (h) (i) (j) the likelihood of the occurrence of the Mandatory Call Event; for Category R CBBCs only, the probable range of the Residual Value (if any) upon the occurrence of the Mandatory Call Event; the time remaining to expiry; the interim interest rates and expected dividend payments or other distributions on the Underlying Asset or on any components comprising the underlying index (as the case may be); the liquidity of the Underlying Asset or of the futures contracts relating to the underlying index (as the case may be); the supply and demand for the CBBCs; the probable range of the Cash Settlement Amounts; our related transaction cost; and our creditworthiness and the creditworthiness of the Guarantor. Do you own the Underlying Asset? The CBBCs convey no interest in the Underlying Asset. We may choose not to hold the Underlying Asset or any derivatives contracts linked to the Underlying Asset. There is no restriction through the issue of the CBBCs on our and/or our affiliates abilities to sell, pledge or otherwise convey all right, title and interest in any Underlying Asset or any derivatives products linked to the Underlying Asset. What are the factors determining the price of a CBBC? The price of a CBBC tends to mirror the movement in the value of the Underlying Asset in dollar value (on the assumption of an entitlement ratio of one CBBC to one Underlying Asset). What is your maximum loss? Your maximum loss in investing in a CBBC will be limited to your investment amount in that CBBC plus any transaction costs. How can you get information about the CBBCs after issue? You may visit HKEx s website at to obtain further information on CBBCs or any notice given by us or the Stock Exchange in relation to the CBBCs. However, throughout the term of a CBBC, its price will be influenced by a number of factors, including: (a) the Strike Price or the Strike Level and the Call Price or the Call Level (as the case may be); 10

11 4. DESCRIPTION OF THE GUARANTEE RELATING TO THE STRUCTURED PRODUCTS Our obligations under the Structured Products are guaranteed by the Guarantor pursuant to a guarantee dated 2 April 2013, the text of which is set out below. Mr. Vincent Mortier, Chief Financial Officer of Societe Generale Corporate and Investment Banking of the Guarantor, who signed the guarantee, was empowered by the power of attorney dated 3 April 2012 by Mr. Didier Valet, Head of Societe Generale Corporate and Investment Banking of the Guarantor, to execute guarantees in favour of third parties on behalf of the Guarantor. The power of attorney dated 5 January 2012 granted by Mr. Frédéric Oudéa, Chairman and Chief Executive Officer of the Guarantor, authorised Mr. Didier Valet, Head of Societe Generale Corporate and Investment Banking of the Guarantor, with power of substitution to execute guarantees in favour of third parties on behalf of the Guarantor. This guarantee (the "Guarantee") is made by way of deed poll by Société Générale, a société anonyme registered under No R.C.S. Paris, duly organized and existing under the laws of the Republic of France, with its principal office at 29 boulevard Haussmann, Paris, France (the "Guarantor"). 1. In this Guarantee, unless the context otherwise requires: "Exchange" means The Stock Exchange of Hong Kong Limited. "Creditor" means any person to whom an Obligation is from time to time owed. "Obligation" means any obligation or liability of SGA Société Générale Acceptance N.V., Pietermaai 15, Willemstad, Curaçao (the "Company") in respect of any structured products (the Structured Products ) permitted by the rules governing the listing of securities on the Exchange issued by the Company between 2 April 2013 and 1 April 2014 (the "Issue Period") and any further Structured Products issued by the Company after the Issue Period but forming part of the same series as the Structured Products issued during the Issue Period listed on the Exchange together with all reasonable costs, commissions and other expenses incurred by any person in connection with the enforcement of this Guarantee and, for the avoidance of doubt, "Obligations" shall include any such obligation or liability assumed under or incurred pursuant to any novation, transfer, assignment or other similar agreement between the Company and any other company within the same group of companies as the Guarantor. "person" means any person, firm, trust estate, corporation, association, cooperative, government or government agency, or other entity. 2. (a) The Guarantor hereby unconditionally and irrevocably guarantees, for the benefit of the Exchange and each Creditor, in accordance with the terms and conditions of this Guarantee, the full performance by the Company when due (whether at stated maturity, upon acceleration or otherwise) of each and every Obligation and in the event that the Company shall default in the due and punctual performance of any Obligation, undertakes to perform or procure the performance of such Obligation including the payment of all amounts payable by the Company in respect of such Obligation (in the case of any payment Obligation, in the currency in which the particular Obligation is expressed to be payable). As a separate and independent stipulation, the Guarantor agrees that each and every Obligation which is not binding on, or is not performed by, the Company for whatever reason and in whatever circumstance, shall nevertheless be performed by the Guarantor in accordance with its terms as though the Structured Products had been issued by the Guarantor and as though the Guarantor were the sole or principal obligor in respect of such Obligation. 11

12 (b) The Guarantor waives any right it may have of first requiring any Creditor to make demand, proceed or enforce any rights or security against the Company or any other person before making a claim against the Guarantor under the Guarantee. 3. The Creditor shall only be entitled to take or obtain the benefit of this Guarantee upon the condition that the Guarantor shall be entitled to deal with the Creditor, and the Creditor shall be obliged to deal with the Guarantor with respect to the Obligation due to the Creditor and this Guarantee without the necessity or duty to rely on, act through or otherwise involve or deal with one another as principals in relation to the same provided that the rights, powers, privileges and remedies of the Creditor under this Guarantee shall not thereby be in any way limited or otherwise affected. 4. No delay or omission on the part of the Creditor in exercising any right, power, privilege or remedy (hereinafter together called "Rights") in respect of this Guarantee shall impair any such Rights or be construed as a waiver of any thereof nor shall any single or partial exercise of any such Rights preclude any further exercise thereof or the exercise of any other Rights. The Rights herein provided are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. Nothing in this Guarantee shall be construed as voiding, negating or restricting any right of set-off or any other right whatsoever existing in favour of the Creditor or arising at common law, by statute or otherwise howsoever. 5. This Guarantee is a continuing guarantee and shall not be satisfied, discharged or affected by any intermediate payment, performance or settlement of account. The provisions of this Guarantee shall continue in full force and effect until each and every Obligation shall have been performed in full. 6. The Guarantor shall be subrogated to all rights of the Creditors against the Company in respect of any amounts paid under this Guarantee, provided however that the Guarantor will not exercise any rights of subrogation or any other rights or remedies (including, without limiting the generality of the foregoing, the benefit of any security or right of set-off) which it may acquire due to its performance of any Obligation pursuant to the terms of this Guarantee and will not prove in the liquidation of the Company in competition with the Creditor unless and until each and every Obligation due to the Creditor hereby guaranteed have been satisfied in full by the Guarantor, and/or the Company. In the event that the Guarantor shall receive any payment or distribution on account of such rights while any Obligation remains outstanding, the Guarantor shall account for all amounts so received to the Creditor. 7. If the Guarantor makes a payment of any additional amount hereunder by reason of any requirement to deduct or withhold amounts from any payment hereunder and the Creditor determines that it has received or been granted a credit against or relief or payment of any tax paid or payable by it in respect thereof the Creditor shall to the extent that it can do so without prejudice to the retention of the amount of such credit relief or repayment pay to the Guarantor such amount as shall be attributable to such deduction provided that nothing contained in this paragraph shall interfere with the right of any Creditor to arrange its tax affairs in whatsoever manner it thinks fit and, in particular, no Creditor shall be under any obligation to claim relief in respect of any such deduction in priority to any other claims for relief available to it. 8. Any notice in respect of this Guarantee will be sufficiently given to a party if in writing and delivered in person, sent by certified or registered mail (airmail, if overseas) or their equivalent (with return receipt requested or by overnight courier or given by telex) (with answerback received). A notice will be effective: (a) if delivered by hand or sent by overnight courier, on the day it is delivered (or if that day is not a day on which commercial banks are open for business in Paris and Hong Kong (a "Banking Day"), or if delivered after the close of business on a Banking Day, on the first following day that is a Banking Day); 12

13 (b) (c) if sent by telex, on the day of the recipient's answerback is received (or if that day is not a Banking Day, or if after the close of business on a Banking Day, on the first following day that is a Banking Day); or if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), three Banking Days after despatch if the recipient's address for notice is in the same country as the place of despatch and otherwise seven Banking Days after despatch. 9. The liability of the Guarantor under this Guarantee shall not be affected by the liquidation, winding up or other incapacity of the Company. In the event that performance of any Obligation is avoided or reduced by virtue of any enactments for the time being in force relating to liquidation or insolvency the Creditor shall be entitled to recover the value or amount so avoided or reduced from the Guarantor as if such Obligation had not been performed by the Company. 10. This Guarantee shall remain in full force and effect irrespective of the validity, regularity, legality or enforceability against the Company of, or of any defence or counterclaim whatsoever available in relation to, any Obligation whether or not any action has been taken to enforce the same or any judgment obtained against the Company or any other person, whether or not any time, indulgence, waiver or consent has been granted to the Company or any other person by or on behalf of the Creditor; whether or not there have been any dealings or transactions between the Company or any other person and any of the Creditors; whether or not the Company or any other person has been dissolved, liquidated, merged, consolidated, become bankrupt, has changed its status, functions, control or ownership or conveyed or transferred its asset; whether or not the Company or any other person has been prevented from performing any Obligation by foreign exchange or any other provision applicable at its place of registration or incorporation, and whether or not any circumstances have occurred which might otherwise constitute a legal or equitable discharge of or a defence to a guarantor. 11. The Guarantor represents and warrants to the Creditor that it has the full power and authority, and has taken all necessary steps, to execute and deliver this Guarantee and to perform its obligations hereunder and this Guarantee constitutes the valid and binding obligations of the Guarantor and is enforceable in accordance with its terms. 12. The Guarantor agrees to submit for all purposes in connection with this Guarantee to the non-exclusive jurisdiction of the courts of Hong Kong Special Administrative Region of the People s Republic of China ( Hong Kong ). 13. The Guarantor not having a place of business in Hong Kong agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in Hong Kong, to SG Securities (HK) Limited at Level 38, Three Pacific Place, 1 Queen s Road East, Hong Kong. 14. In the event that any of the terms or provisions of this Guarantee are or shall become invalid, illegal or unenforceable, the remaining terms and provisions hereof shall survive unaffected. 15. This Guarantee shall be governed by and construed in accordance with the laws of Hong Kong. 13

14 5. INFORMATION ABOUT US Incorporation, Duration, Seat and Purpose We were incorporated on 7 October 1986 for an unlimited duration as a limited liability company under the laws of Curaçao, formerly the Netherlands Antilles. We are a 100 percent. subsidiary of the Guarantor and a fully consolidated company. We have no subsidiaries. Our registered address is located at Pietermaai 15, Willemstad, Curaçao. We are registered in the Commercial Register of the Chamber of Commerce and Industry at Curaçao under No (0). We have not established a place of business in Hong Kong. Our purpose and object pursuant to our Deed of Incorporation, is to invest our funds in securities, such as shares and other certificates of participation, and bonds and in other interest-bearing debentures under whatever name and in whatever form, to borrow money and to issue certificates of indebtedness thereof, as well as to lend money within the group to which we belong and to provide security in any form on behalf of third parties. In addition, we engage in the issuance of notes, warrants and other types of indebtedness. Share Capital Our issued capital is US$560,000 divided into 560,000 ordinary shares of US$1.00 each, all issued and fully paid up. Indebtedness As at 31 December 2012, our total indebtedness was US$59,404,477,000. As at the date of this document we have no hire purchase commitments, guarantees or other material contingent liabilities. Our debt guaranteed by the Guarantor is rated A-1/A by Standard & Poor s Ratings Group and P-1/A1 by Moody s Investors Service, Inc. Under a debt instruments issuance programme, we (together with the Guarantor and SG Option Europe) may issue medium term notes in an amount not exceeding 125,000,000,000 or its equivalent in other currencies (as at 20 April 2012). The medium term notes issued by us and SG Option Europe under the Debt Instruments Issuance Programme are unconditionally and irrevocably guaranteed by the Guarantor. Management and Supervision Pursuant to our Deed of Incorporation, we are managed by a board of management, consisting of one or more managing directors under the supervision of a board of supervisory directors, consisting of one or more supervisory directors. The members of the board of management are TMF (Netherlands Antilles) N.V. (the statutory director of which is TMF Curaçao N.V., of which Evert Rakers is the sole statutory director), Eric Rabin and Jerôme Gherchanoc. Christophe Leblanc is the sole member of the supervisory board. Eric Rabin, Jérôme Gherchanoc and Christophe Leblanc currently hold full-time management positions with the Guarantor. The business address of TMF (Netherlands Antilles) N.V. is Pietermaai 15, P.O. Box 6113, Curaçao and the business address of Eric Rabin, Jerome Gherchanoc and Christophe Leblanc is Tour Société Générale, 17 Cours Valmy, Paris La Défense 7, Cedex, France. General Meetings of Shareholders Each of the managing directors and the supervisory directors, and shareholders together representing at least ten per cent. of our issued share capital, are entitled to convene general meetings of shareholders. The annual general meeting of shareholders must be held within nine months after the expiration of each of our financial year. Shareholders are entitled to one vote per share. Resolutions proposed at annual general meetings of shareholders require a clear majority of the votes cast or, in the case of a resolution to dissolve us or to amend our articles, a majority of three-quarters of the votes cast in a meeting where at least twothirds of the issued shares are represented. Financial Information We publish an audited annual report following the 14

15 end of each financial year. Our financial year runs from 1 January to 31 December. Our audited financial statements for the year ended 31 December 2012 and our independent auditor s report on the financial statements for the year ended 31 December 2012 are reproduced in Appendix 3 to this document. There has been no material adverse change in our financial position or operations since 31 December Our Capitalisation Table The following table sets out our capitalisation as at 31 December 2012 as adjusted to give effect to the issuance of additional debt by us since such date and to the redemption of some issues. Except as set out on this page, there have been no material changes in our capitalisation since 31 December No person has, or is entitled to be given, an option to subscribe for our shares or debentures. Our Deed of Incorporation provides that our directors may exercise all our powers to borrow money for the purposes of the company without limit and upon such terms as they think fit. SGA Société Générale Acceptance N.V. CAPITALIZATION TABLE (in thousands USD) 31 December December 2011 Short Term Debt <= 2 years - Denominated in USD 4,360,719 8,844,732 - Denominated in other currencies 17,218,532 17,572,429 21,579,251 26,417,161 Medium Term Debt > 2 years <= 7 years - Denominated in USD 5,155,669 3,664,835 - Denominated in other currencies 20,357,434 22,341,557 25,513,103 26,006,392 Long Term Debt > 7 years - Denominated in USD 1,531,960 1,835,028 - Denominated in other currencies 6,049,027 7,128,312 7,580,987 8,963,340 TOTAL 54,673,341 61,386,893 Shareholders' equity - Capital stock Retained earnings Net income 0 0 Total Shareholders' Equity 1,435 1,435 TOTAL 54,674,776 61,388,328 15

16 6. INFORMATION ABOUT THE GUARANTOR Incorporation, Duration, Seat, Purpose and Financial Year The Guarantor was founded in France in It was then nationalized in 1945, but returned to the private sector in July 1987 as a Société Anonyme under the laws of the Republic of France. Its existence has been extended to 31 December The Guarantor, which is registered under n R.C.S. Paris, has its registered office at 29, boulevard Haussmann, Paris. The purpose of the Guarantor is to engage in banking, finance, insurance brokerage and credit operations in France and outside France with all persons, corporate entities, public and local authorities in accordance with the regulations applicable to établissements de crédit (credit institutions). The Guarantor may also engage on a regular basis in all transactions other than those listed above, including in particular insurance brokerage, under the conditions set by the Comité de la réglementation bancaire et financiére (French Banking and Financial Regulations Committee). Generally, the Guarantor may also carry out, on its own account, on behalf of third parties or in a joint venture, all financial, commercial, industrial or agricultural personalty and realty transactions, directly or indirectly related to the above-mentioned activities or likely to facilitate the accomplishment of such activities. The Guarantor s financial year runs from 1 January to 31 December. Organisational Structure The Guarantor s subsidiaries included in its consolidated group as at 31 December 2012 are set out on pages 38 and 39 of the section headed Group Management Report in Appendix 4 of this document. Business Overview The Businesses of The Societe Generale Group are organised into five divisions: French Networks/International Retail Banking/Corporate and Investment Banking/Specialised Financial Services and Insurance/Private Banking, Global Investment Management and Services. French Networks Societe Generale s retail networks in France are formed from the alliance of three complementary brands: Societe Generale, the renowned national bank; Crédit du Nord, a group of regional banks; Boursorama Banque, a major online bank. Thanks to a dedicated team of more than 32,000 professionals, an efficient multi-channel system including 3,176 branches, the pooling of best practices and simplification of processes, the three brands offer a wide range of products and services suited to the needs of a diversified base of over 11 million individual customers and more than 615,000 businesses and professional customers. Amid rife competition for savings inflows, the French Networks posted strong deposit outstandings in 2012, up +5.4% vs Buoyed by the increase of the Livret A and Livret Développement Durable (LDD) passbook account ceilings, outstandings from individual customers increased by +6.0 % vs to EUR 88.0 billion. Driven by term deposit inflows and Certificates of Deposit under the CAT Tréso + offer for businesses, outstandings from corporate customers continued to increase, totalling EUR 49.9 billion. The momentum of these deposit inflows has improved the loan/deposit ratio to meet regulatory constraints. The French Networks maintained their policy of supporting the economy and continued to help their clients finance their projects, as reflected by the rise in loan outstandings (+3.2% vs. 2011). Since early 2012, loan outstandings for corporate customers have increased by +3.4 % vs to EUR 79.5 billion, driven by strong growth in operating loans (+9.0 % vs. 2011). Loan outstandings for individual customers increased by +2.9 % to EUR 94.9 billion, driven by housing loans (+3.5 %), in line with new housing loans. 16

17 The French Networks distribute insurance products from Sogecap and Sogessur, subsidiaries operating within the Specialised Financial Services and Insurance division. Life insurance outstandings stood at EUR 80.3 million: in 2012 and inflows remained positive at EUR 165 million. Net banking income generated by the French Networks amounted to EUR 8,161 million for 2012, stable vs with the increase in outstanding offsetting (i) decreased interest rates weighing on sight deposit margins and regulated savings schemes, (ii) the impact of the regulations calling for reduced service fees (iii) the adverse effect of weak volumes in the financial markets on financial commissions. Societe Generale Network The Societe Generale Network offers solutions suited to the needs of its 8.6 million individual customers and 466,000 professional customers, associations and business customers trusting it with their business, and draws on three major strengths: 22,300 employees (1) and 2,257 branches located mainly in urban areas where a large part of the national wealth is concentrated. A full and diversified range of products and services, from savings vehicles to asset management solutions, including corporate finance and payment instruments. An efficient and innovative multi-channel distribution system: internet, telephone and Agence Directe (online branch). In April 2012, Agence Directe was given the Open to Dialog label (awarded by Teletech International, 2.0 customer relations specialists), ranking it first place in the Online banking category. With nearly 5.6 million current accounts, the individual customer base is a key component of the Societe Generale Network portfolio. Thanks to ambitious marketing campaigns, an attractive offer and dedicated advisors, the Societe Generale Network boasted close to 80,000 new individual accounts in Regulated savings accounts were boosted by the first increase of the Livret A passbook account ceiling and the doubling of the Livret Développement Durable (LDD) passbook account, with no effect, however, the trend in Comptes sur Livret (CSL) savings accounts which benefited from a sales offer at improved rates. Since 2008, Societe Generale has been developing a sales programme targeting high net worth individual customers through the joint venture entered into with Societe Generale Private Banking, which now has 8 centres in France. Deposits by individual customers amounted to EUR 69.6 billion. Outstanding loans granted to individual customers totalled EUR 73.7 billion, of which 89.5% were housing loans. The Societe Generale Network has maintained its commitment to financing the economy by continuing to adapt its system and its organisation to the needs and constraints of business customers. As part of this resolve to continue to provide companies with an increasingly comprehensive range of expertise, a number of offers were launched: a complete range of services to enable business customers to carry out import and export operations in China, a new website called Import-Export Solutions dedicated to international trade, as well as forums with SMEs to discuss how Societe Generale can assist in penetrating new territories in Asia. The growth of the customer base illustrates the relevance of this strategy: having gained close to 660 new SME customers in 2012, the portfolio comprised over 90,000 companies at end The professionalism and responsiveness of our dedicated advisors have helped to build a close relationship with customers. (1) Measured in full-time equivalent (FTE). The chief purpose of the joint venture with Corporate and Investment Banking is to assist the development and speed up the growth of business customers. The team of 75 employees, a dozen of whom are based outside Paris, is structured into four businesses so as to meet the needs of business customers at the 17

18 different stages of their growth in terms of strategy and wealth. The four businesses cover growth financing (acquisition financing, LBO financing), mergers and acquisitions (external growth, disposals, private capital increases, assessment), primary equity and bond markets (initial public offerings, quasiequity and capital increases, reclassification of block shares, public offers, bond issues, private debt placements, securitisation, syndicated loans, etc.) and private equity (non-controlling interests in unlisted companies). In a deteriorated economic climate where companies remain undecided about the future, business customer outstandings amounted to EUR 35.7 billion and EUR 62.8 billion in terms of deposits and loans, respectively, at December 31, Societe Generale also introduced Jeunes Avenir loans for young adults. These loans are issued with the active support of the Caisses d Allocations Familiales (family allocation agencies) and are designed for young adults aged financial aid to help pay for the expenses of securing a new job. Since they were launched at the end of 2007, Societe Generale has helped over 2,500 young adults enter the workforce with the Jeunes Avenir loan. As the budget allocated by Caisse des Dépôts was fully used up over the course of 2010 and was not renewed, Societe Générale no longer offers this type of loan. At the end of 2012, more than 1,200 loans were still being repaid, representing outstandings of EUR 1.9 million. Credit du Nord Network The Crédit du Nord Group consists of eight regional banks (Courtois, Kolb, Laydernier, Nuger, Rhône- Alpes, Tarneaud, Crédit du Nord and Société Marseillaise de Crédit), an asset management company and a brokerage firm (Gilbert Dupont). For more than 160 years, it has developed a relationship based on close customer relations, professionalism and innovation. Its customers have the advantage of both a regional bank and a nationwide group. (1) (2) The competition survey measuring customer satisfaction was conducted in spring 2012 and addressed a representative sample of customer in all its markets and on several themes: overall customer satisfaction, image, branch, products and services. Excluding the technology and biotech/medtech sectors. The Group s banks are staffed by advisors with an indepth knowledge of the local economic market. They are structured as veritable SMEs with considerable autonomy in managing their business. As such, they are able to make quick decisions and expediently respond to customer requests. Each bank focuses on building strong individual ties with its customers to make each of them a partner in a lasting relationship of trust. The 8,481 employees of the Crédit du Nord Group and its network of 918 branches are on hand to serve 2.1 million individual customers, nearly 218,000 professional customers and some 84,000 business and institutional customers. Professional customers are a priority. Therefore the Crédit du Nord Network has established a system to meet their specific business requirements in order to assist them on a daily basis and advise them on their plans. All customer needs, both private and professional, are handled within the same branch and under the authority of the same person. The excellent quality of the relationships built up every day by the banks in this network, which are based on personal attention and advisory services, is reflected in the competition surveys (1) conducted by CSA with the customers of major French banking groups. In 2012, for the eighth year running, Crédit du Nord was ranked as the leading bank in terms of both individual and business customer satisfaction. Gilbert Dupont and Corporate and Investment Banking (via Societe Generale Mid Cap Investment Banking) entered into a capital market cooperation agreement for Societe Generale s SME customers with a valuation or market capitalisation below EUR 200 million (2).The transactions falling under this agreement are initial public offerings, capital increases, secondary placement of securities and convertible bond issues. Drawing on its rich historic presence and renowned expertise in this segment of the market, Gilbert Dupont will handle distribution while Societe Generale Mid Cap Investment Banking structures the transactions. This agreement is proof of the Group s determination to promote synergies between businesses and confirms its commitment to financing the economy and businesses. 18

19 Boursorama Created in 1995, Boursorama is a major online broker in Europe, with nearly 5.1 million orders executed at December 31, 2012, over 426,000 customers in France and total financial investment outstandings of EUR 4.4 billion at the end of December Boursorama Banque offers a full range of banking products and services based on four pillars: simplicity (opening an account in just a few clicks), innovation (exclusive tools to simplify money management, such as MoneyCenter, a free account consolidation and management service, including accounts with several banks, launched in France in 2010), transparency (free debit card and 15 types of no-fee transactions), and quality (advisors available until p.m. and secure transactions). Boursorama operates in four countries (France, Germany, the United Kingdom and Spain) as: a key player in online banking in France under the Boursorama Banque brand via the website with a full range of innovative and efficient banking solutions ranging from conventional banking products to investment products such as UCITS and life insurance vehicles. This offer is also available in Germany under the Onvista Bank brand, and in Spain (2009) and the United Kingdom (2011) under the SelfBank brand. In 2012, Boursorama Banque was voted Best Online Bank (L internaute.com, March 2012) and was again ranked Most Affordable Bank in three of the four categories defined by Le Point magazine (April 2012). Boursorama Bank was also voted Most Affordable Bank by Capital magazine and Le Monde Argent in February 2013 (according to the executive profile of Capital and the employee and executive profiles of Le Monde Argent). The success of the online banking offer (nearly 60,000 current accounts opened in 2012) was boosted by users of the boursorama.com website, the leading financial and economic news website with a daily average of 560,000 unique visitors, and the 13th most visited site in France according to the OJD (January 2013). a major player in online brokerage and savings in Europe, offering private investors an opportunity to manage their online savings independently thanks to a full range of investment products and services and access to the main international financial markets. This offer is available in France at in Germany at in Spain at and in the United Kingdom at the leader in online financial information in France and Germany with the websites and International Retail Banking For more than a decade, International Retail Banking has implemented a universal banking model tailored to local conditions and requirements. International Retail Banking has continued to expand through targeted acquisitions and organic growth. Today, it holds leading positions in its regions of operation such as Central and Eastern Europe (including Russia), the Mediterranean Basin, Northern Africa, Sub-Saharan Africa and the French Overseas territories. Drawing on its range of innovative products and services and the partnership it has developed with its customers, International Retail Banking is helping to finance the economies of all the regions in which it has developed its activity. However, 2012 was marked by three major events. In response to the deteriorated situation in Greece, and against the backdrop of the consolidation of the Greek banking sector, the Group sought to find an alternative, forward-looking strategy. The Group therefore sold its entire 99.08% stake in its Greek subsidiary Geniki to Piraeus Bank in December In addition, the Group received interest from Qatar National Bank (QNB) to acquire its majority stake (77.17%) in its Egyptian subsidiary, National Societe Generale Bank (NSGB). The Group accepted QNB s offer which valued NSGB s total capital at twice the book value of its capital as at September 30, Lastly, the Group began streamlining its activities in Russia by selling its Byelorussian subsidiary and its collections activity. 19

20 Despite this difficult environment, the Group s fundamental international strategy is intact. International Retail Banking s activity is centred on three strategic areas: targeted development in highpotential countries, the creation of a top-ranked player in Russia and stepped-up growth in regions with growing potential for banking facilities. The robust performance of business indicators confirms the relevance of the strategic choices International Retail Banking has made. At end-2012, its outstanding loans stood at EUR 62.8 billion (excluding Greece and Egypt), i.e. +3.2% (1) over the year. Deposits reached EUR 61.9 billion (excluding Greece and Egypt), i.e. +2.1% (1) over the year. The network totals more than 3,750 branches in 36 countries and 38 subsidiaries, serving about 14.0 million customers (individuals, businesses, institutions and associations) and over 57,800 employees. With income of EUR 4,943 million in 2012, the division accounted for nearly 21% of Group income in 2012 versus slightly more than 12% ten years ago. At the very heart of the Group s development abroad, International Retail Banking s operations in Central and Eastern Europe began with the acquisition of BRD in Romania in 1999, followed by Komerčni Banka (KB) in the Czech Republic in Societe Generale expanded its geographic coverage in the region with acquisitions in Croatia and Georgia in 2006, followed by Moldavia, Albania and Macedonia in In Romania, BRD remains the market leader in terms of privately owned networks, with 915 branches and market share of around 15% in loans and deposits. In the Czech Republic, KB is ranked the third bank in the country in terms of balance sheet size and was awarded the prestigious title of Bank of the Year 2012 for the fifth time in 11 years of existence of the Fincentrum awards. (1) (2) Adjusted for changes in Group structure and at constant exchange rates. Data excluding Egypt. Interest in the Russian market was already evident in 1993 when the Group obtained a bank licence in Russia for BSGV, and with the development of a universal banking entity from The presence of International Retail Banking was strengthened by the acquisition of DeltaCredit in 2005 and, more importantly, by taking a 20% stake in Rosbank, the largest privately owned network in the country, in All activities in this country are currently supervised by one legal entity (merger of Rosbank and BSGV), which is 82.4%-owned by Societe Generale. This universal banking base covers all individual and business markets by pooling support functions and drawing on the expertise of specialised entities (consumer credit, housing loans, leasing and corporate and investment banking via a joint venture with SG CIB). Today, SG Russia is the number one privately owned network in Russia in terms of outstanding loans to individuals, and the third-largest in terms of the number of branches. The two Group subsidiaries in Slovenia and Montenegro were voted Bank of the Year 2012 by The Banker Magazine. This award recognises banks which have risen to the challenges of the economic environment with unprecedented discipline, thanks their innovative spirit and effective management that benefited their customers. In all, the Group operates in 13 countries in Central and Eastern Europe (including Russia), with total outstandings of EUR 45.0 billion in loans and EUR 46.1 billion in deposits. In the Mediterranean Basin, the Group first established a presence in Morocco (1962), followed by Lebanon (1969), Algeria (1999) and Tunisia (2002). Today, the network totals 7 entities including a presence in Egypt, Jordan and Cyprus, acquired in 2010 by Societe Generale de Banque au Liban. The network has 838 branches and an individual customer base of more than 2,550,000. At December 31, 2012, outstanding deposits totalled EUR 8.0 billion (2) and outstanding loans EUR 8.2 billion (1), mainly driven by its subsidiaries in Morocco, where the Group is ranked fourth in private banking. The Group recently received the 2012 Banking Awards award from Intercontinental Finance Magazine for quality of customer service and commercial achievements. The Group entities in Sub-Saharan Africa posted strong growth in their customer base (+8.8% in the customer 20

21 portfolio over the year) and branch network (+21 branches in one year). Corporate and Investment Banking With nearly 10,000 (1) employees in 34 countries, Societe Generale Corporate & Investment Banking (SG CIB) is present on the main financial markets in the Group s regions of operation, with extensive European coverage and representative offices in the Central and Eastern Europe, Middle East and Africa, Americas and Asia-Pacific regions. The business line offers its customers bespoke financial solutions combining innovation, advisory services and high execution quality in three areas of expertise: investment banking, financing and market activities. SG CIB offers its issuer clients (large corporates, financial institutions, sovereigns and the public sector), strategic advisory services on their development as well as market access to finance this development; SG CIB also offers services for investors managing savings investments according to set risk/return targets. Whether they are asset managers, pension funds, family offices, hedge funds or sovereign funds, public agencies, private banks, insurance companies or dealers, the bank provides comprehensive access to equity, credit, foreign exchange, commodity and alternative investment markets as well a range of unique cross-asset solutions and advisory services, drawing on top market expertise. (1) (2) Excluding temporary staff, measured in full-time equivalent (FTE). Based on income excluding non recurring items, Panel consisting of JP Morgan, Citibank, Goldman Sachs, Morgan Stanley, Bank of America, Nomura, Deutsche Bank, UBS, Crédit Suisse, Barclays Capital, HSBC, RBS, BNP Paribas, CA CIB, SG CIB; in 2007, the panel also involved Bear Stearns, Merrill Lynch and Lehman Brothers. The business line s ambition is to be among the leading euro zone corporate and investment banks, adopting a model balanced between businesses and regions, while at the same time continuing to transform its model in order to improve its operating efficiency and risk profile and, as its main objective, to always offer the best customer service. In a highly competitive environment, SG CIB increased its market share across the entire sector, reaching 3.7% (2) out of a panel of 15 banks at end-september 2012 (vs. 2.8% in 2007). In order to strengthen its positions and facilitate cross-selling, SG CIB is organised around two divisions: Global Markets combines the Equities and Fixed Income, Currencies and Commodities market activities on a single and global Markets Platform, to offer a multi-product view and optimised cross-asset solutions; Financing and Advisory covers strategic hedging activities for major clients, mergers & acquisitions advisory services, as well as global finance activities combining structured financing, export or project finance, fundraising (debt or equity), financial engineering and hedging solutions for issuers. Global Markets To assist its clients in an environment where financial markets are increasingly interconnected, SG CIB has united its experts financial engineers, salespeople, traders and specialist advisors within an integrated platform providing global access to the equity, fixed income, credit, forex, commodity and alternative investment markets. SG CIB s experts use all of these underlyings to offer bespoke solutions, suited to the specific needs and risks of each client. EQUITIES Thanks to its historic presence on all the world s major primary and secondary equity markets and its long-standing tradition of innovation, SG CIB is a leader in a comprehensive range of varied solutions covering every cash, derivative and equity research activity. 21

22 Equity derivatives are one of SG CIB s areas of excellence. For several years, SG CIB has received awards for its expertise, which is recognised both by the banking profession and clients. Once again this year and for the fourth time in five years, SG CIB was named Most Innovative Investment Bank for Equity Derivatives (The Banker, October 2012) and was ranked number one in the Global Provider in Equity Derivatives ranking (Risk Interdealer Rankings and IFR, 2012). The bank s leadership in this field is also illustrated by its top ranking in flow activities: with market share of 12.6% at end-2012, the bank is the number one global player in warrants. It has also maintained its number three ranking on the European ETF (Exchange Traded Funds) market, with market share of 12.1%. Lyxor Asset Management, a wholly-owned subsidiary of Societe Generale, boasts a wide range of innovative and high-performance investment products and services enabling it to offer structured, index fund and alternative management solutions. In 2012, Lyxor s managed account platform received seven awards from leading hedge fund publications including Best Managed Account Platform (Hedge Week Awards, March 2012, and Hedge Funds Review European FoHF Awards, November At December 31, 2012, Lyxor s assets under management totalled EUR 75.4 billion. FIXED INCOME, CURRENCIES AND COMMODITIES Fixed income activities cover a comprehensive range of products and services ensuring the liquidity, pricing and hedging of risks related to the fixed income, forex and commodity activities of SG CIB s clients. Fixed income and currencies: the fixed income and currencies teams, based in London, Paris, Madrid and Milan as well as the United States and the Asia-Pacific region, offer a wide range of flow and derivative products. They provide Societe Generale s clients with personalised solutions to meet asset and liability, risk management and revenue optimisation needs, and have also been regularly recognised. Once again, SG CIB gained recognition in this field in 2012 by earning first place in Security Lending/Borrowing in Euros (Risk Interdealer Rankings September 2012). Commodities: with 20 years of experience, SG CIB is a major player on the energy markets (oil, refined products, natural gas, coal, carbon emissions, liquified natural gas, etc.), metals (base and precious) and has developed an agricultural commodities offer targeting producers. SG CIB is active with businesses and institutional investors, providing them with hedging and investment solutions. As a category 1 member of the London Metal Exchange, SG CIB also offers clearing and execution services for futures and options contracts. In 2012, SG CIB was recognised as the Base Metals House of the Year and European Natural Gas House of the Year (Energy Risk, May 2012). Moreover, SG CIB has continued to develop its business by forming a Cross-Asset Research team comprised of analysts all over the world to carry out many thematic and multi-product analyses covering all asset classes. These analyses are used to decipher market trends and develop market strategies, and are an excellent decision-making tool for investors, and as such regularly receive awards. In 2012, Societe Generale was named Best Overall Trade Ideas and Best Overall Credit Strategy in the fixed income research poll (Euromoney, June 2012). Financing and Advisory The Financing and Advisory division unites the Coverage & Investment Banking and Global Finance activities. COVERAGE & INVESTMENT BANKING The Coverage & Investment Banking teams offer their clients, which include businesses, financial institutions and the public sector, an integrated, comprehensive, tailor-made approach based on: extensive strategy advisory services, covering mergers and acquisitions and Initial Public Offering structuring, as well as debt and capital 22

23 restructuring and Asset and Liability Management; and access to optimised fund-raising solutions, notably through the creation of joint ventures with Global Finance and Market Activities. GLOBAL FINANCE The Global Finance teams rely on global expertise and sector knowledge to provide issuer clients with a comprehensive offering and integrated solutions in three key areas: fund-raising, structured financing and hedging of interest rate, foreign exchange and inflation risks. The capital, debt and equity fund-raising solutions offered by SG CIB are made possible by its capacity to offer issuers access to all of the global markets and to create innovative strategic financing and acquisition or LBO financing solutions. SG CIB s holds a leading position on the equity capital markets (No. 2 in Equity, Equity-Related Issues in France, according to Thomson Reuters, December 2012). SG CIB offers its clients its structured financing expertise in many sectors: natural resources and energy, international trade, infrastructure and assets. Against a backdrop of growing disintermediation and given new forthcoming regulations, SG CIB has begun its repositioning with, notably, the strengthening of distribution capacities and a reduction in businesses that do not generate significant synergies. The Group continued to roll out its Originate-to- Distribute model in 2012, carrying out significant transactions such as the issue of Project Bonds for Dolphin Energy, the private placement of Lactalis bonds and the funding of the SNAM split-off (Società Nazionale Metanodotti). The Group also set up a partnership with Axa to launch a new funding offer for French businesses. In 2012, Trade Finance named SG CIB Best Global Export Finance Arranger for the 11th consecutive year and Best Commodity Finance Bank for the fourth consecutive year. Legacy assets Assets made illiquid as a result of the credit crisis, because of their nature (certain CDOs -Collateralised Debt Obligations of RMBS -Residential Mortgage Backed Securities, RMBS, CMBS -Commercial Mortgage Backed Securities and other European and US ABS -Asset backed Securities from or Australian ABS, etc.) or their structure (assets hedged by monolines, exotic credit derivatives, etc.) are no longer in line with the bank s strategic objectives and risk profile. They were identified in 2008 and have been ringfenced and entrusted to a dedicated team, responsible for managing them until they are run off. This team implements diversified strategies (selling, portfolio restructuring, setting up hedges, etc.) to optimise exit conditions, in accordance with the risk reduction target and the objective of reallocating resources to Corporate and Investment Banking s strategic activities. It is subject to a specific governance approach optimising interaction between the Corporate and Investment Banking, Risk and Finance Divisions. To facilitate the reading and understanding of Corporate and Investment Banking s performance, the income generated from these legacy assets is disclosed separately from the income generated by CIB s core activities. In 2012, the size of the portfolio was halved, shrinking from EUR 17 billion at December 31, 2011 to EUR 8.8 billion at end (of which EUR 3.1 billion in non-investment grade assets and EUR 5.7 billion in money-good assets). Specialised Financial Services and Insurance The Specialised Financial Services and Insurance Division comprises a set of specialised businesses able to meet the specific needs of businesses and individual customers alike in France and abroad. It offers life, non-life and personal protection insurance products (Societe Generale Insurance), vendor and equipment financing solutions for professionals (Societe Generale Equipment Finance), a wide range of consumer loans (Societe Generale Consumer Finance) as well as financing and management solutions for automobile fleets (ALD Automotive). It operates in 45 countries and is backed by the skills of 27,000 employees. Specialised Financial Services and Insurance are specialised businesses that complement the Group s 23

24 universal banking services, with which it generates significant synergies, while at the same time diversifying their distribution networks through such mechanisms as partnerships and business introducer agreements. At year-end 2012, the division totalled EUR 51 billion in assets under management (including servicing), of which 90% in Europe, which is the main base of operations and where it holds strong positions. Insurance (SGI) Societe Generale Insurance, the Group s insurance business line, covers the needs of individual, professional and business customers for life insurance investment solutions, retirement savings schemes, health insurance, personal protection and non-life insurance. The business line employs some 2,000 people in 17 countries. In accordance with an integrated bank insurance model, the life and non-life insurance companies of Societe Generale Insurance offer the Group s French and international networks a full range of insurance products and services in six product categories: life insurance investment solutions, retirement savings schemes, personal protection (including health insurance), payment protection insurance and collective protection, non-life insurance and various risks. In 2012, while continuing to roll out its bank insurance strategy, Societe Generale Insurance demonstrated the solidity of its set-up with a record level of assets under management and by maintaining its market share in life insurance solutions. It also stepped up its focus, initiated in recent years, on promoting personal protection and non-life products, for which business is booming in both France and abroad. Societe Generale Insurance continued to develop synergies with the Group s distribution network. In France, the core business finalised the internalisation of payment protection insurance for consumer and revolving credit from Crédit du Nord and Franfinance, the Group s consumer finance subsidiary, and launched a new credit insurance offer with Boursorama. Internationally, the year saw the start of the payment protection insurance activity in Poland, in partnership with Eurobank, and the launch of a new non-life insurance activity in Italy, in partnership with ALD Automotive. Furthermore, the successful marketing of automobile insurance in Russia led to the addition of home insurance to the offer. Throughout all these developments, constant consideration is given to customer satisfaction, as shown by the awards that Societe Generale Insurance regularly receives from the specialised press for the quality of its customer products and services. Vendor and equipment finance (SGEF) Societe Generale Equipment Finance is specialised in vendor and professional equipment finance. This business is conducted through partnership agreements with business introducers (professional equipment manufacturers and distributors), banking networks and directly. Societe Generale Equipment Finance develops its expertise in three major sectors: transport, industrial equipment and high-tech. As the leading company in Europe and number three worldwide, SGEF operates in 21 countries, employs 3,000 people and manages a portfolio of EUR 22 billion outstandings. It has a diverse customer base, ranging from large international companies to SMEs, to which it offers a varied range of products (financial leasing, loans, leasing, purchase of receivables, etc.) and services (insurance, truck leasing with services). Societe Generale Equipment Finance was again recognised by Leasing Life Magazine in 2012 by being named European Lessor of the Year and SME Champion of the Year. Consumer finance (SGCF) Societe Generale Consumer Finance manages the Group s consumer finance activities. The business offers multi-product financing solutions for individual customers and partners: car loans available at dealerships and in-store financing, direct financial solutions for individual customers (via point-of-sale networks, business introducers or by using customer prospect databases) and servicing for the Group s retail banking networks. SGCF is active in 19 countries, employs some 18,000 people and manages EUR 29 billion in outstanding 24

25 loans. In automobile financing, thanks to the consolidation of its competitive position and stronger partnerships with manufacturers, the business is ranked number two in France and Germany, and number three in Russia. PRIVATE BANKING, GLOBAL INVESTMENT AND MANAGEMENT SERVICES The Global Investment Management and Services (GIMS) encompasses Private Banking with Societe Generale Private Banking, Asset Management with Amundi and TCW, and lastly, Securities Services with Societe Generale Securities Services and derivatives brokerage with Newedge.. On August 9, 2012, Societe Generale announced that it had agreed to sell its stake in TCW to Carlyle Groupe and TCW s Management. This transaction was completed on February 6, 2013 and is a new step in the implementation of Societe Generale s transformation plan to focus its resources on its core businesses and simplify its structure. At year-end 2012, the division s assets under management, excluding assets managed by Lyxor Asset Management (a subsidiary consolidated within Corporate and Investment Banking s Global Markets business line) and customer assets managed directly by the French Networks, amounted to EUR 86 billion for Private Banking and EUR 107 billion for Asset Management. Assets under custody continued to rise, reaching EUR 3,449 billion, thus bolstering the Group s positioning as No. 2 among European custodians. For full year 2012, the division posted income of EUR 2,160 million. Private Banking Ranked among the world s leaders in Private Banking, the Societe Generale Private Banking business line offers wealth management services to high net worth clients with a financial net worth of more than EUR 1 million, drawing on the expertise of its specialists in wealth engineering and investment and financial advisory services. At December 31, 2012, Societe Generale Private Banking employed 2,500 (1) people and totalled EUR 86 billion in assets under management. (1) Measured in full-time equivalent (FTE). Societe Generale Private Banking operates in 17 countries. In the past few years it has expanded its business in France and the United Kingdom by opening regional centres for high net worth individuals. Societe Generale Private Banking is also active in fast-growing regions in the Middle East and Asia and strives to attract emerging country clientele by setting up teams dedicated to Russian, Latin American, Arab, Indian and African clients. The division is increasing synergies with all the other business lines of the Societe Generale Group, including the French Networks, International Retail Banking, Specialised Financial Services, Corporate and Investment Banking and Securities Services. The know-how and expertise of its employees make Societe Generale Private Banking a major player in wealth management that is recognised worldwide, as evidenced by the awards handed out in 2013 for 2012 by Euromoney for Best Private Bank in France for the second time in three years, and Best Private Bank for Structured Products in Europe for the eighth year running. It was also named Best Private Bank in Luxembourg and Best Private Bank in the Middle East (by PWM/The Banker and The Banker Middle East for 2012, respectively). At December 31, 2012, the Private Banking business line posted income of EUR 757 million for the full year. Asset Management Following the sale of TCW, Societe Generale will conduct its asset management business primarily through Amundi, which is 25%-held by Societe Generale and 75%-held by Credit Agricole S.A. Operational since January 1, 2010, Amundi is the result of the merger of the CAAM and SGAM businesses, with Societe Generale contributing its fundamental management, private equity management and property management activities. This entity offers a comprehensive range of products covering all asset classes and the major currencies. Amundi offers investment solutions to meet the needs of more than 100 million individual customers throughout the world and designs innovative, effective and bespoke solutions for institutional clients suited to their business and risk profile. With the support of two major banking groups (Crédit Agricole and Societe Generale), Amundi ranks No. 2 25

26 in Continental Europe and among the world s top nine asset management companies (IPE Ranking Top 400 asset managers active in the European marketplace, June 2012) with more than EUR 727 billion in assets under management at December 31, Securities Services SECURITIES BUSINESS With 28 operations around the world employing more than 4,000 people, Societe Generale Securities Services (SGSS) offers a comprehensive range of cutting-edge services following the latest trends in the financial markets as well as regulatory changes, including the following: clearing services, combining the sophisticated and flexible management of securities back-office sub-contracting solutions with a clearing service range that leads the market; the custody and depository bank activity, which provides financial intermediaries (commercial and private banks, brokers and investment banks, global custodians) and institutional investors (asset managers, insurers and mutual insurance companies, pension schemes and pension funds, national and supranational institutions) with local and international custody services, covering all asset classes; fund administration and asset servicing services manage the valuation and middle office operations for complex derivative products (OTC and structured) and calculate the performance and the risk related to portfolios for promoters of mutual funds, asset management and investment companies, banks and institutional investors; issuer services, comprising primarily the administration of stock option plans or free share plans, the management of registered securities accounts, financial services, and the organisation of Annual General Meetings; liquidity management services (cash and securities) provide flow optimisation solutions ranging from securities lending/borrowing to the hedging of forex risk; transfer agent activities. With EUR 3,449 billion in assets under custody at year-end 2012, SGSS ranks No. 7 among global custodians and No. 2 in Europe. It also offers depository services to 3,252 mutual funds and provides the valuation of 3,904 mutual funds totalling EUR 456 billion in assets under administration. SGSS manages and values 35,000 complex product positions and is a European leader in stock option plan administration. SGSS provided further evidence of the expertise of its teams and its ability to implement innovative projects when it was named Fund Administrator of the Year at the Global Investor 2012 awards ceremony. DERIVATIVES BROKERAGE Newedge, a 50/50 joint venture between Societe Generale and Crédit Agricole CIB, is the result of the merger of two brokerage specialists, Fimat and Calyon Financial. Newedge offers its clients a highly extensive and innovative range of clearing and execution services for listed derivative contracts (in financial instruments and commodities) and OTC contracts (over-the-counter interest rate, foreign exchange, equity, index and commodities). With a strong presence in North America, Europe and Asia, Newedge offers its clients a single point of entry for access to more than 85 financial markets worldwide. This extensive international presence allows Newedge to handle substantial volumes and, with a market share of 11.8%, to position itself as a leading Futures Commission Merchant player in the United States. Board of Directors and Management Pursuant to Article 7 of the Guarantor s by-laws (the By-laws ), the business affairs of the Guarantor are administered by the Board of Directors, which is composed of at least nine and no more than thirteen Directors elected by the shareholders and two Directors elected by the employees of the Guarantor. The Directors elected by the shareholders are appointed for a maximum term of four years. The Directors representing the employees are elected in compliance with the By-laws and in compliance with the provisions of the articles L to L of the French Commercial Code. They are appointed for a term of three years. 26

27 The Board of Directors elects a Chairman from among its natural person and sets the duration of his term of office, which may not exceed that of his term of office as Director. The general management of the Group is the responsibility of either the Chairman of the Board of Directors, or any other individual appointed by the Board of Directors to act as Chief Executive Officer. The Board of Directors chooses between the two general management structures. The Board of Directors sets the duration of the Chief Executive Officer s term, which may not exceed that of the dissociation of functions of Chairman and Chief Executive Officer nor, where applicable, the term of his Directorship. On recommendation by the Chief Executive Officer, the Board of Directors can appoint up to five persons to assist the Chief Executive Officer, who shall have the title of Co- Chief Executive Officer. Censeurs On the proposal of the Chairman, the Board of Directors may appoint one or two non-voting directors or censeurs. Non-voting directors are convened and attend Board of Directors meetings in a consultative capacity. Information on the Board of Directors, the Nonvoting director, the Executive Committee and the Group Management Committee of the Guarantor is set out below. Board of Directors The members of the Board of Directors of the Guarantor as at 1 January 2013 are as follows: Frédéric OUDEA (Date of birth : 3 July 1963) Member of the Nomination and Corporate Governance Committee. Chairman and Chief Executive Officer. Anthony WYAND (Date of birth: 24 November 1943) Chairman of the Audit, Internal Control and Risk Committee, Member of the Nomination and Corporate Governance Committee and the Compensation Committee. Vice-Chairman of the Board of Directors. Company Director. Robert CASTAIGNE (Date of birth: 27 April 1946) Independent Director, Member of the Audit, Internal Control and Risk Committee. Company Director. Michel CICUREL (Date of birth: 5 September 1947) Independent Director, Member of the Nomination and Corporate Governance Committee and the Compensation Committee. Chairman of the Management Board of La Compagnie Financiere Edmond de Rothschild and of Compagnie Financiere Saint-Honore. Jean-Martin FOLZ (Date of birth: 11 January 1947) Independent Director, Chairman of the Nomination and Corporate Governance Committee and the Compensation Committee. Company Director. Kyra HAZOU (Date of birth: 13 December 1956) Independent Director. Jean-Bernard LEVY (Date of birth: 18 March 1955) Independent Director. Chairman and Chief Executive Officer of THALES. Ana Maria LLOPIS RIVAS (Date of birth: 5 August 1950) Independent Director. Founder, Chairman and Chief Executive Officer of Ideas4all. Elisabeth LULIN (Date of birth: 8 May 1966) Independent Director, Member of the Audit, Internal Control and Risk Committee. Founder and Chief Executive Officer of Paradigmes Et Caetera. Gianemilio OSCULATI (Date of birth: 19 May 1947) Independent Director, Member of the Audit, Internal Control and Risk Committee. Chairman of Valore SpA. 27

28 Nathalie RACHOU (Date of birth: 7 April 1957) Independent Director, Member of the Audit, Internal Control and Risk Committee. Founder and Chief Executive Officer of Topiary Finance Ltd. Yann DELABRIERE (Date of birth: 19 December 1950) Independent Director, Chairman and Chief Executive Officer of FAURECIA Thierry MARTEL (Date of birth : 25 October 1963) Chief Executive Officer of GROUPAMA Béatrice LEPAGNOL (Date of birth: 11 October 1970) Director elected by employees. Private Client Advisor at the EAUZE Branch France HOUSSAYE (Date of birth: 27 July 1967) Director elected by employees. Manager of the Rouen Palais de Justice Branch. Non-voting Director Kenji MATSUO (Date of birth: 22 June 1949) Chairman of Meiji Yasuda Life Insurance. Directors whose mandate expires in 2013 Jean-Bernard LEVY (Date of birth: 18 March 1955) Independent Director. Chairman and Chief Executive Officer of THALES Elisabeth LULIN (Date of birth: 8 May 1966) Independent Director, Member of the Audit, Internal Control and Risk Committee. Founder and Chief Executive Officer of Paradigmes Et Caetera. Executive Committee The Executive Committee of the Guarantor as at 3 January 2013 comprised the following members: Frédéric OUDEA Chairman and Chief Executive Officer Séverin CABANNES Deputy Chief Executive Officer Jean-François SAMMARCELLI Deputy Chief Executive Officer Bernardo SANCHEZ INCERA Deputy Chief Executive Officer Bertrand BADRE (1) Group Chief Financial Officer Caroline GUILLAUMIN Head of Group Communication Didier HAUGUEL Head of Specialised Financial Services and Insurance and Group Chief Country Officer for Russia Edouard-Malo HENRY Head of Group Human Resources Jean-Luc PARER Head of International Retail Banking Françoise MERCADAL-DELASALLES Group Head of Corporate Resources and Innovation Benoit OTTENWAELTER Group Chief Risk Officer Jacques RIPOLL Head of Private Banking, Global Investment Management and Services Patrick SUET Corporate Secretary and Group Chief Compliance Officer Didier VALET Head of Corporate and Investment Banking Group Management Committee The Group Management Committee of the Guarantor as at 20 January 2013 is as follows: 28

29 Frédéric Oudéa Chairman and Chief Executive Officer Séverin Cabannes Deputy Chief Executive Officer Jean-François Sammarcelli Deputy Chief Executive Officer Bernardo Sanchez Incera Deputy Chief Executive Officer Bertrand Badré (1) Group Chief Financial Officer Caroline Guillaumin Head of Group Communication Didier Hauguel Head of Specialised Financial Services and Insurance Edouard-Malo Henry Head of Group Human Resources Jean-Luc PARER Head of International Retail Banking Françoise Mercadal-Delesalles Head of Group Corporate Resources and Innovation Benoit Ottenwaelter Group Chief Risk Officer Jacques Ripoll Head of Global Investment Management & Services Patrick Suet Corporate Secretary and Group Chief Compliance Officer Didier Valet Head of Corporate & Investment Banking Thierry Aulagnon Head of Coverage and Investment Banking, Corporate & Investment Banking Philippe Aymerich Chief Executive Officer of Crédit du Nord Pascal Augé Deputy Head of Global Transaction and Payment Services Albert Bocle Head of Sales and Marketing of Societe Generale Retail Banking in France Henri Bonnet Chairman of the Management Board of Komerčni Banka and Group Country Head for the Czech republic and Slovakia François Boucher Head of Information Systems and Process Automation of Retail Banking in France Gilles Briatta Deputy Group Corporate Secretary Marie Cheval Head of Global Transaction and Payment Services Véronique de La Bachelerie Chief Financial Officer of Retail Banking in France Pierre-Yves Demoures Deputy Head and Chief Operating of International Retail Banking Marie Christine Ducholet Chief Executive Officer of Societe Generale Equipment Finance Mohamed El Dib Chief Executive Officer of NSGB Bank (Egypt) Dan Fields Head of Global Markets, Corporate & Investment Banking Ian Fisher Head of Corporate and Investment Banking and Group Country Head for the United Kingdom Olivier Garnier Group Chief Economist Vladimir Golubkov Chief Executive Officer of Rosbank (Russia) Alain Benoist Head of Group Processes & Information Systems 29

30 Donato Gonzalez-Sanchez Head of Corporate and Investment Banking and Group Country Head for Spain and Portugal Laurent Goutard Head of Societe Generale Retail Banking in France Jean-Marc Giraud Head of Group Internal Audit Eric Groven Deputy Head of Societe Generale Retail Banking in France Philippe Heim Deputy Group Chief Financial Officer and Head of Group Strategy Xavier Jacquemain Deputy Head of Group Human Resources Arnaud Jacquemin Deputy Group Chief Risk Officer Slawomir Krupa Deputy Head of Global Finance & Head of Corporate & Investment Banking for the Central and Eastern Europe, Middle East and Africa region. Christophe Leblanc Chief Operating Officer, Corporate & Investment Banking Diony Lebot Deputy Head of Coverage and Investment Banking & Head of Corporate & Investment Banking for the Euro region Mike Masterson Chief Executive Officer of ALD International and Head of the Operational Leasing and Car Fleet Management business line Inès Mercereau Chairman and Chief Executive Officer of Boursorama Christophe Mianné Deputy Chief Executive Officer, Corporate & Investment Banking Hikaru Ogata Chief Executive Officer for the Asia Pacific region, Corporate & Investment Banking Craig Overlander Chief Executive Officer Societe Generale Americas Pierre Palmieri Head of Global Finance, Corporate & Investment Banking Jean-Louis Mattéi Special Advisor for the General Management Philippe Perret Chairman and Chief Executive Officer of Sogecap and Head of the Insurance business line Philippe Lhotte Chairman and Chief Executive Officer of Banque Roumaine de Developpement Anne Marion-Bouchacourt Group Chief Country Officer for China Alexandre Maymat Deputy Head of International Retail Banking Jean-François Mazaud Head of Private Banking Bruno Prigent Head of Societe Generale Securities Services Sylvie Remond Deputy Head of Group Risk Gianluca Soma Deputy Head of International Retail Banking, Chief Executive Officer of Societe Generale Consumer Finance, and Head of Consumer Credit business line Marc Stern Chief Executive Officer of TCW and Head of Global Investment management & Services in the United States Catherine Théry Head of Group Internal Control Coordination The business address of each of the above-mentioned individuals is at 29, boulevard Haussmann, 75009, Paris, France. (1) As of March 1, 2013 Bertrand Badré was replaced by Philippe HEIM 30

31 Auditors In accordance with French law, the Guarantor is required to have two statutory auditors (commissaires aux comptes) and two substitute statutory auditors. As at the date of this document, the statutory auditors are: Cabinet Ernst & Young et Autres (represented by Isabelle Santenac) of 1/2, place des Saisons, Courbevoie Paris-La Défense 1, France; and Société Deloitte & Associés (represented by Jean-Marc Mickeler) of 185, avenue Charlesde Gaulle, Neuilly-sur-Seine cedex, France. Financial Information of the Guarantor The Guarantor s consolidated financial statements as at and for the year ended 31 December 2012 prepared in accordance with IFRS as endorsed by the European Union as of 31 December 2012 are included in Appendix 4 and have been audited in accordance with French auditing professional standards by Ernst & Young et Autres and Deloitte & Associés as stated in their auditors' report dated 4 March 2013 included therein. Any interim and/or quarterly unaudited reports will be reproduced in the relevant supplemental listing document(s) or in an addendum to the Base Listing Document. All these reports are available for inspection at the address specified in section 1 (Important Information) on page 4 of this document. General Meetings of Shareholders The annual general meeting of shareholders is convened and held as provided by legal provisions in force. Being a credit institution, the Guarantor is obliged by virtue of Article 8 of French décret no of 24 July 1984 to submit its annual financial statements at the general meeting of shareholders before 31 May of each year, unless otherwise authorised by the Autorité de Contrôle Prudentiel (French Prudential Supervisory Authority). Share capital At 31 December 2012, the registered and fully-paid capital of the Guarantor are EUR 975,341,534 divided into 780,273,227 ordinary shares with a nominal value of EUR 1.25 each. Risk Management Policies Appendix 4 to this document contains a reproduction of the description of the Guarantor s risk management policies. 31

32 Capitalisation of the Guarantor The following table sets out the Guarantor s capitalisation as at 31 December 2012 and 31 December 2011, as adjusted to give effect to the issuance of additional debt by the Guarantor since such dates. Except as set out below, there has been no material change in the Guarantor s capitalisation since 31 December December December 2011 (EUR millions) (EUR millions) (2) (3) Medium and long-term debt - denominated in Euros denominated in other currencies (4) SUB TOTAL Long-term subordinated debt and notes - denominated in Euros 6,257 9,045 - denominated in other currencies (4) 1,111 1,878 SUB TOTAL 7,368 10,923 TOTAL 7,413 10,985 Shareholders' equity and undated subordinated loans and capital notes - Undated subordinated capital notes 7,344 6,686 - Common stock 975 (1) Additional paid-in capital and retained earnings 28,022 26,937 TOTAL 36,341 34,593 TOTAL CAPITALISATION 43,754 45,578 (1) Since June 2012, the Guarantor's fully paid-up capital is made up of 780,273,227 shares with a nominal value of EUR 1.25 each amounted to EUR 975,341,534. (2) In accordance with the French bank regulatory practice, the Guarantor's debt is classified depending on its initial term to maturity as short-term (less than one year), medium-term (one to seven years) and longterm (more than seven years). Medium- and long-term debt of the Guarantor, other than its long-term subordinated debt and undated subordinated capital notes, ranks equally with deposits. (3) Includes only debt in the form of debt securities (obligations). In addition to debt securities, the Guarantor regularly sells to its customers term savings certificates (bons de caisse), most of which mature in five years, and certificates of deposit in varying maturities. These instruments have maturities similar to medium- and long-term unsubordinated debt and rank equally with such debt and deposits. (4) Principal amounts of debt denominated in foreign currencies have been translated to Euros at the indicatory exchange rates for such currencies released by the Banque de France on 31 December 2012 (first column) and on 31 December 2011 (second column). 32

33 Rate of conversion : (Exchange rates against EUR) 31 December December 2011 Exchange Rate AUD : Exchange Rate USD : Exchange Rate JPY : Exchange Rate HKD : Exchange Rate GBP : Exchange Rate CAD : Exchange Rate CHF : Exchange Rate ZAR : Exchange Rate CZK : Exchange Rate DKK : The issue of notes have no fixed maturity dates (although they may be redeemed at the Guarantor s option), and the Guarantor may defer payment of interest on either issue in any year during which it does not declare a dividend. The issue of notes become due and payable upon the Guarantor s liquidation, after all unsubordinated creditors have been paid in full. Further Information As a company whose shares are quoted on the Paris Stock Exchange, the Guarantor is required to make periodic and/or continuous disclosure obligations under the relevant listing rules of the Paris Stock Exchange. Financial information and/or any major developments of the Guarantor including filings requested by the Paris Stock Exchange may be viewed from 33

34 7. INFORMATION ABOUT THE LIQUIDITY PROVIDER We and the Guarantor have appointed our affiliate, SG Securities (HK) Limited, as the liquidity provider (the Liquidity Provider ) for the Structured Products. Both the Liquidity Provider and we 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 in Hong Kong. Further information on the Liquidity Provider in relation to the Structured Products will be set out in the relevant supplemental listing document. 34

35 8. SALES RESTRICTIONS Hong Kong No person, unless permitted to do so under the securities laws of Hong Kong, may issue in or from Hong Kong any advertisement, invitation or listing document relating to any of the Structured Products other than with respect to the Structured Products 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 (b) (c) (d) at any time to legal entities which is a qualified investor as defined in the Prospectus Directive; at any time to fewer than 100 or, of the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining prior consent of the relevant dealer or dealers nominated by us for any such offer; or at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, the 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 any of the Structured Products which are the subject of the offering contemplated by this document as completed by the relevant supplemental listing document in relation thereto to the public in that Relevant Member State has been, or will be, made except for, with effect from and including the Relevant Implementation Date, an offer of the Structured Products to the public in that Relevant Member State: (a) if the supplemental listing document in relation to the Structured Products specifies that an offer of those Structured Products may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer ), following the date of publication of a prospectus in relation to such Structured Products 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, provided that such prospectus has subsequently been completed by the supplemental listing documents contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or supplemental listing document, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt offer; provided that no such offer of Structured Products referred to in (b) to (d) above shall require us or any dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of any of the Structured Products to the public in relation to any Structured Products 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 Structured Products to be offered so as to enable an investor to decide to purchase or subscribe the Structured Products, 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 amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. 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 FSMA )) in connection with the issue or sale of the Structured Products 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 does not or where applicable would not, if we were not an authorised person, apply 35

36 to us. All applicable provisions of the FSMA have been complied, and will be complied, with respect to anything done by it in relation to any Structured Products in, from or otherwise involving the United Kingdom. its source, and any other U.S. person as such term is defined in Regulation S under the Securities Act. United States of America The Structured Products are available only to investors who are located outside the United States, and who are non-u.s. person. Each series of the Structured Products has not been, and will not be, registered under the Securities Act. The Structured Products, or any 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 Structured Products, or any 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. The Issuer does not authorise any person to offer, sell, re-sell, transfer or deliver any of the Structured Products within the United States or to U.S. persons. The Issuer and the Liquidity Provider or their affiliates shall not be obligated to recognise any resale or other transfer of the Structured Products made other than in compliance with these restrictions. Any transfer of the Structured Products to any person within the United States or any U.S. person shall be void ab initio. The Issuer and the Liquidity Provider may require any person within the United States or any US person to transfer the Structured Products immediately to a non-u.s. person in an offshore transaction pursuant to Regulation S. 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 36

37 9. OFFERING MECHANISM The Structured Products will be offered by way of placing. Upon launch of each series of the Structured Products, the Guarantor will fully subscribe for the Structured Products in that series. We, the Guarantor and SG Securities (HK) Limited (the Placing Agent ) have entered into a Master Placing Agreement dated 2 May 2006 (as amended by the Amendment Agreement to Master Placing Agreement dated 2 June 2006) (together, the Master Placing Agreement ) relating to the placing of the Structured Products for the issue of each series of Structured Products. We will execute a confirmation to the Placing Agent following the launch of each series of the Structured Products under the Master Placing Agreement. The Placing Agent undertakes to use its best efforts to procure placees for the Structured Products. The Placing Agent may appoint brokers, both electronic brokers and traditional brokers (together, the Brokers ) to distribute the Structured Products between the launch date and the listing of the relevant Structured Products. The Brokers and the number thereof who the Placing Agent may appoint may vary with each Structured Products issue, however and in any event, the Brokers will be persons licensed by the Securities and Futures Commission under the Securities and Futures Ordinance (Cap 571, The Laws of Hong Kong). Following the listing of the Structured Products on the Stock Exchange, the Structured Products will be traded in the secondary market. Investors wishing to buy or sell the Structured Products will be able to trade with other investors in the Structured Products or trade through our Liquidity Provider for the Structured Products. 37

38 10. TAXATION The information below is of a general nature and only a summary of the law and practice currently applicable under the laws of Hong Kong. The comments relate to the position of persons who are the absolute beneficial owners of the Structured Products and may not apply equally to all persons. If you are in any doubt as to your tax position on purchase, ownership, transfer or exercise of any Structured Product, you should consult your own tax advisers as to the Hong Kong or other tax consequences of the acquisition, ownership and disposition of Structured Products, including, in particular, the effect of any foreign, state or local tax laws to which you are subject. Taxation in Hong Kong Profits Tax No tax is payable in Hong Kong by withholding or otherwise in respect of: (a) (b) (c) dividends of any company; distributions of any trust authorised as a collective investment scheme by the Securities and Futures Commission under section 104 of the Securities and Futures Ordinance (Cap 571, The Laws of Hong Kong) or otherwise approved by the SFC which has issued the underlying units; and any capital gains, arising on the sale of the underlying securities or Structured Products, 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 You do not need to pay any stamp duty in respect of purely cash settled Structured Products. 38

39 11. RISK FACTORS Not all of the risk factors described below will be applicable to a particular series of the Structured Products. Please consider all risks carefully prior to investing in any Structured Products and consult your professional independent financial adviser and legal, accounting, tax and other advisers with respect to any investment in the Structured Products. Please read the following section together with the risk factors set out in the relevant supplemental listing document. General risks in relation to us and the Guarantor Non-collateralised structured products The Structured Products are not secured on any of our or the Guarantor s assets or any collateral. Each series of the Structured Products constitutes our general unsecured contractual obligations and of no other person, and the Guarantee constitutes general and unsecured contractual obligations of the Guarantor and of no other person. Each series of the Structured Products will rank equally with our other unsecured contractual obligations and the Guarantor s unsecured and unsubordinated debt. At any given time, the number of the Structured Products issued by us which are outstanding may be substantial since we issue a large number of financial instruments on a global basis. Repurchase of our Structured Products Our Group may repurchase the Structured Products from time to time in the private market or otherwise at a negotiated price or at the prevailing market price at our discretion. You should not make any assumption as to the number of Structured Products in issue for any particular series at any time. Creditworthiness If you purchase the Structured Products, you are relying upon our creditworthiness and the creditworthiness of the Guarantor and have no rights under the Structured Products against: (a) (b) (c) the company which issues the underlying securities; the trustee or the manager of the underlying unit trust; or the index compiler of the underlying index. We do not guarantee the repayment of your investment in any of the Structured Products. If we become insolvent or default on our obligations under the Structured Products or the Guarantor becomes insolvent or defaults on its obligations under the Guarantee, you can only claim as our or the Guarantor s unsecured creditor regardless of the performance of the underlying asset and you may not be able to recover all or even part of the amount due under the Structured Products (if any). Any downgrading of our rating or the Guarantor's rating by rating agencies such as Moody s Investors Service, Inc., New York or Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc. could result in a reduction in the value of the Structured Products. No deposit liability or debt obligation We are obliged to deliver to you the Cash Settlement Amount under the Conditions of each series of the Structured Products upon the termination or expiry thereof, as the case may be. We do not intend (expressly, implicitly or otherwise) to create a deposit liability or a debt obligation of any kind by the issue of Structured Product. Conflicts of interest We, the Guarantor or our affiliates (the SG Group ) may engage in trading or hedging transactions involving the Underlying Assets or other derivative products that may affect the value of the Underlying Assets. In addition, the SG Group 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 Underlying Assets thus affecting the value of the Underlying Assets. Such actions and conflicts may include, without limitation, the purchase and sale of securities, financial advisory relationships and exercise of creditor rights. The SG Group: (a) is not obliged to disclose such information about the Underlying Assets or such activities. The SG Group and/or our respective officers and directors may engage in any such 39

40 (b) (c) (d) (e) activities without regard to the issue of the Structured Products by us or the effect that such activities may directly or indirectly have on any of the Structured Products; may from time to time engage in transactions involving the Underlying Assets for our proprietary accounts and/or for accounts under our management and/or to hedge against the market risk associated with issuing the Structured Products. Such transactions may have a positive or negative effect on the value of the Underlying Assets and consequently upon the value of the relevant series of the Structured Products; may from time to time act in other capacities with regard to the Structured Products, such as in an agency capacity and/or as the liquidity provider; may issue other derivative instruments in respect of the Underlying Assets and the introduction of such competing products into the market place may affect the value of the relevant series of the Structured Products; and may also act as underwriter in connection with future offerings of shares, units or other securities or may act as financial adviser to the issuer, or sponsor, as the case may be, of any such share or other security or in a commercial banking capacity for the issuer of any share or other security or the trustee or the manager of the unit trust. Such activities could present certain conflicts of interest and may affect the value of the Structured Products. Asset s price or level, the time remaining to expiry of the Structured Products and our creditworthiness and the creditworthiness of the Guarantor. The price of the Structured Products may fall in value as rapidly as it may rise and you should be prepared to sustain a significant or total loss of the purchase price of the Structured Products. Assuming all other factors are held constant, the more the underlying share price, unit price or index level of a Structured Product moves in a direction against you and the shorter its remaining term to expiration, the greater the risk that you will lose all or part of your investment. European Style Structured Products are only exercisable on their respective Expiry Dates and may not be exercised by you prior to the relevant Expiry Date. Accordingly, if on such Expiry Date the Cash Settlement Amount is zero or negative, you will lose the value of your investment. The risk of losing all or any part of the purchase price of a Structured Product means that, in order to recover and realise a return on investment, you must generally anticipate correctly the direction, timing and magnitude of any change in the price or level of the Underlying Asset as may be specified in the relevant supplemental listing document. Changes in the price or level of an Underlying Asset can be unpredictable, sudden and large and such changes may result in the price or level of the Underlying Asset moving in a direction which will negatively impact upon the return on your investment. You therefore risk losing your entire investment if the price or level of the relevant Underlying Asset does not move in the anticipated direction. General risks relating to Structured Products You may lose all your investment in the Structured Products The Structured Products involve a high degree of risk, and are subject to a number of risks which may include, but are not limited to, interest rate, foreign exchange, time value, market and/or political risks. The Structured Products may expire worthless. Options, warrants and asset linked instruments are priced primarily on the basis of the price or level of the Underlying Asset, the volatility of the Underlying The value of the Structured Products may be disproportionate or opposite to a movement in value of the Underlying Assets An investment in the Structured Products is not the same as owning the Underlying Assets or having a direct investment in the Underlying Assets. The market values of the Structured Products are linked to the relevant Underlying Assets and will be influenced (positively or negatively) by it or them but any change may not be comparable and may be disproportionate. It is possible that while the Underlying Asset is increasing in value, the value of the Structured Product is falling. 40

41 If you intend to purchase any series of the Structured Products to hedge against the market risk associated with investing in the Underlying Asset specified in the relevant supplemental listing document, you should recognise the complexities of utilising the Structured Products in this manner. For example, the value of the Structured Products may not exactly correlate with the price or level of the Underlying Asset. Due to fluctuations in supply and demand for the Structured Products, there is no assurance that their value will correlate with movements of the Underlying Asset. The Structured Products may not be a perfect hedge to the Underlying Asset or portfolio of which the Underlying Asset forms a part. It may not be possible to liquidate the Structured Products at a level which directly reflects the price or level of the Underlying Asset or portfolio of which the Underlying Asset forms a part. Therefore, it is possible that you could suffer substantial losses in the Structured Products in addition to any losses suffered with respect to investments in or exposures to the Underlying Asset. Possible illiquidity of secondary market It is not possible to predict if and to what extent a secondary market may develop in any series of the Structured Products and at what price such series of the Structured Products will trade in the secondary market and whether such market will be liquid or illiquid. The fact that the Structured Products are listed does not necessarily lead to greater liquidity than if they were not listed. The liquidity of any series of the Structured Products may also be affected by restrictions on offers and sales of the Structured Products in some jurisdictions. Transactions in off-exchange Structured Products may be subject to greater risks than dealing in exchange-traded Structured Products. While we have appointed, or will appoint, a liquidity provider for the purposes of making a market for each series of the Structured Products, there may be circumstances outside our control or the appointed liquidity provider s control where the appointed liquidity provider s ability to make a market in some or all series of the Structured Products is limited, restricted, and/or without limitation, frustrated. In such circumstances we will use our best endeavours to appoint an alternative liquidity provider. Interest rates Investments in the Structured Products may involve interest rate risk with respect to the currency of denomination of the Underlying Assets and/or the Structured Products. A variety of factors influence interest rates such as macro economic, governmental, speculative and market sentiment factors. Such fluctuations may have an impact on the value of the Structured Products at any time prior to valuation of the Underlying Assets relating to the Structured Products. Time decay The settlement amount of certain series of the Structured Products at any time prior to expiration may be less than the trading price of such series of the Structured Products at that time. The difference between the trading price or level and the settlement amount will reflect, among other things, a time value of the Structured Products. The time value of the Structured Products will depend upon, among others, the time remaining to expiry and expectations concerning the range of possible future price or level of the Underlying Assets. The value of a Structured Product is likely to decrease over time. Therefore, the Structured Products should not be viewed as products for long term investments. Exchange rate risk There may be an exchange rate risk in the case where the Cash Settlement Amount of the Structured Products will be converted from a foreign currency into the Settlement Currency. Exchange rates between currencies are determined by forces of supply and demand in the foreign exchange markets. These forces are, in turn, affected by factors such as international balances of payments and other economic and financial conditions, government intervention in currency markets and currency trading speculation. Fluctuations in foreign exchange rates, foreign political and economic developments and the imposition of exchange controls or other foreign governmental laws or restrictions applicable to such investments may affect the foreign currency market price and the exchange rate-adjusted equivalent price of the Structured Products. Fluctuations in the exchange rate of any one currency may be offset by 41

42 fluctuations in the exchange rate of other relevant currencies. There can be no assurance that the rates of exchange between any relevant currencies which are current rates at the date of issue of any of the Structured Products will be representative of the relevant rates of exchange used in computing the value of the relevant Structured Products at any time thereafter. Where Structured Products are described as being quantoed, the value of the Underlying Assets will be converted from one currency (the Original Currency ) into a new currency (the New Currency ) on the date and in the manner specified in, or implied by, the Conditions using a fixed exchange rate. The cost to us of maintaining such a fixing between the Original Currency and the New Currency will have an implication on the value of the Structured Products, which will vary during the term of the Structured Products. No assurance can be given as to whether or not, taking into account relative exchange rate and interest rate fluctuations between the Original Currency and the New Currency, a quanto feature in a Structured Product would at any time enhance the return on the Structured Product over a level of a similar Structured Product issued without such a quanto feature. Fixed notional exchange rate In some series of the Structured Products the exchange rate may be fixed and the Cash Settlement Amount will be converted from the relevant foreign currency into the Settlement Currency based on a fixed notional exchange rate of one unit of the foreign currency to one unit of the Settlement Currency. You should note that the fixed exchange rate feature will affect the calculation of the market value of the Structured Products in the secondary market. Our cost of arranging such a fixed exchange rate may have an implication on the value of the Structured Products, and may vary during the terms of the Structured Products. No assurance can be given as to whether or not, taking into account relative exchange rate and interest rate fluctuations between the relevant foreign currency and the Settlement Currency, a fixed exchange rate feature in the Structured Products would at any time enhance the return of the Structured Products over the same Structured Products issued without such a feature. Taxes You may be required to pay stamp duty, other taxes or other documentary charges. If you are in doubt as to your tax position, you should consult your own independent tax advisers. In addition, you should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. See the section headed Taxation and the paragraph Do you need to pay any tax? in section 1 (Important Information) on page 4 of this document for further information. Modification to the Conditions Under the Conditions, we may, without your consent, modify the terms and conditions of the Structured Products or the Master Instrument, which, in our opinion, is: (a) (b) (c) (d) not materially prejudicial to the interests of the holders of Structured Products generally (without considering your individual circumstances or the tax or other consequences of such modification in any particular jurisdiction); of a formal, minor or technical nature; made to correct a manifest error; or necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. Possible early termination for illegality or impracticability If we determine in good faith and in a commercially reasonable manner that, for reasons beyond our control, the performance of our obligations under the Structured Products has become illegal or impracticable (or in the case of CBBCs only, it is no longer desirable or practical for us to maintain our hedging arrangement with respect to the CBBCs), we may early terminate the Structured Products. If we early terminate the Structured Products, we will, if and to the extent permitted by applicable law, pay you an amount determined by us in good faith and in a commercially reasonable manner to be its fair 42

43 market value notwithstanding the illegality or impracticability less the cost to us of unwinding any related hedging arrangements. Such amount may be substantially less than your initial investment and may be zero. Risks relating to the Underlying Asset You have no right to the Underlying Asset Unless specifically indicated in the Conditions, you will not be entitled to: (a) (b) voting rights or rights to receive dividends, distributions or other distributions or any other rights that a holder of the shares or units of a unit trust would normally be entitled to; or voting rights or rights to receive dividends or other distributions or any other rights with respect to any company constituting any underlying index. Valuation risk An investment in the Structured Products may involve valuation risk as regards the Underlying Assets to which the particular series of the Structured Products relate. The price or level of the Underlying Asset may vary over time and may increase or decrease by reference to a variety of factors which may include corporate actions, macro economic factors, speculation and (where the Underlying Asset is an index) changes in the formula for or the method of calculating the index. You must be experienced with dealing in these types of Structured Products and must understand the risks associated with dealing in such products. You should reach an investment decision only after careful consideration, with your advisers, of the suitability of any of the Structured Products in light of your particular financial circumstances, the information regarding the relevant Structured Product and the particular Underlying Asset to which the value of the relevant Structured Product relates. Adjustment related risk Certain events relating to the Underlying Asset require or, as the case may be, permit us to make certain adjustments to the Conditions. You have limited anti-dilution protection under the Conditions of the Structured Products. We may, in our sole discretion, adjust, among other things, the Entitlement, the Exercise Price, the Strike Price or the Call Price (as the case may be) or any other terms 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 company, a cash distribution, or in the corresponding/similar (as the case may be) events relating to the unit trust. However, we are not obliged to make an adjustment for every event that may affect an Underlying Asset, in which case the market price of the Structured Products and the return upon the exercise or expiry of the Structured Products may be affected. In the case of a series of the Structured Products which relate to an index, the closing level of the index may be published by the index compiler at a time when one or more shares comprising the index is/are not trading. If this occurs on the Valuation Date and there is no Market Disruption Event under the applicable Conditions, then the value of such share(s) may not be included in the closing level of the index. This may have an unforeseen adverse impact on the value of your investment. In addition, certain events relating to the index (including a material change in the formula or the method of calculating the index or a failure to publish the index) permit us to determine the level of the index on the basis of the formula or method last in effect prior to such change in formula or method. Suspension of trading Pursuant to the Listing Rules, if the Underlying Assets are suspended from trading for whatever reason on the market on which they are listed or dealt in (including the Stock Exchange), or if the relevant index for whatever reason is not calculated, trading in the relevant series of the Structured Product will be suspended for a similar period. The value of the Structured Products will decrease over time as the length of the period remaining to expiration becomes shorter. You should note that in the case of a prolonged suspension period, the market price of the Structured Products may be subject to a significant impact of time decay of such prolonged suspension period and may fluctuate significantly upon resumption of trading after the suspension period of the Structured Products. This may adversely affect your investment in the Structured Products. 43

44 In the case of Structured Products which relate to foreign equities, the trading hours of the underlying exchange may be different from the trading hours of the Stock Exchange. On one hand, trading in the underlying foreign equity on the underlying exchange may be suspended during non-trading hours of the Stock Exchange. On the other hand, such suspension may be lifted and trading may resume during nontrading hours of the Stock Exchange. If trading in the underlying foreign equity on the underlying exchange is suspended, trading in the Structured Products will be suspended as soon as practicable afterwards. If trading in the underlying foreign equity on the underlying exchange resumes following a suspension, trading in the Structured Products will resume as soon as practicable afterwards. Delay in settlement Unless otherwise specified in the relevant Conditions, in the case of any expiry of the Structured Products, there may be a time lag between the date on which the Structured Products expire, and the time the applicable settlement amount relating to such event is determined. Any such delay between the time of expiry and the determination of the settlement amount will be specified in the relevant Conditions. However, such delay could be significantly longer, particularly in the case of a delay in the expiry of such series of the Structured Products arising from our determination that a Market Disruption Event, Settlement Disruption Event or delisting of the underlying securities or units of an underlying unit trust has occurred at any relevant time or that adjustments are required in accordance with the Conditions. That applicable settlement amount may change significantly during any such period, and such movement or movements could decrease or modify the settlement amount of the Structured Products. You should note that in the event of there being a Settlement Disruption Event or a Market Disruption Event, or delisting of the underlying securities or units of an underlying unit trust has occurred, payment of the Cash Settlement Amount may be delayed as more fully described in the Conditions of the Structured Products. Time zone difference In the case of Structured Products which relate to foreign equities or a foreign index, the trading price of the underlying foreign equity or the level of the underlying foreign index (as the case may be) is calculated and published during the trading hours of the underlying exchange or the index exchange (as the case may be). The trading hours of the underlying exchange or the index exchange (as the case may be) may be different from the trading hours of the Stock Exchange and the underlying exchange or the index exchange (as the case may be) may be located in a place outside Hong Kong which opens after the close of trading of the Stock Exchange. You should be aware of the time zone difference between Hong Kong and the place where the underlying exchange or the index exchange (as the case may be) is located in assessing the trading price of the underlying foreign equity or the level of the underlying foreign index (as the case may be). The trading price of the underlying foreign equity or the level of the underlying foreign index (as the case may be) may be volatile in response to the market movement on the underlying exchange or the index exchange (as the case may be) during which the Stock Exchange is not open for trading of the Structured Products. Risks relating to the Structured Products over unit trusts In the case of Structured Products which relate to the units of a unit trust: (a) (b) neither we, the Guarantor nor our affiliates have the ability to control or predict the actions of the trustee or the manager of the relevant unit trust. Neither the trustee nor the manager of the relevant unit trust (i) is involved in the offer of any Structured Product in any way, or (ii) has any obligation to consider the interest of the holders of any Structured Product in taking any corporate actions that might affect the value of any Structured Product; and we have no role in the relevant unit trust. The manager of the relevant unit trust is responsible for making investment and other trading decisions with respect to the management of the relevant unit trust consistent with its investment objectives and 44

45 in compliance with the investment restrictions as set out in the constitutive documents of the relevant unit trust. The manner in which the relevant unit trust is managed and the timing of such decisions may have a significant impact on the performance of the relevant units of the unit trust. Hence, the price of the units which is used to calculate the performance of the units is also subject to these risks. Risks relating to Structured Products over exchange traded funds In the case of Structured Products linked to units of an exchange traded fund ( ETF ), you should note that: (a) an ETF is exposed to the economic, political, currency, legal and other risks of a specific sector or market related to the underlying asset pool or index or market that the ETF is designed to track; (b) there may be disparity between the performance of the ETF and the performance of the underlying asset pool or index or market that the ETF is designed to track as a result of, for example, failure of the tracking strategy, currency differences, fees and expenses; and (c) where the underlying asset pool or index or market that the ETF tracks is subject to restricted access, the efficiency in the unit creation or redemption to keep the price of the ETF in line with its net asset value may be disrupted, causing the ETF to trade at a higher premium or discount to its net asset value. Hence, the market price of the Structured Products will also be indirectly subject to these risks. Risks relating to Structured Products over synthetic exchange traded funds Additionally, where the underlying asset of Structured Products comprises the units of an ETF adopting a synthetic replication investment strategy to achieve its investment objectives by investing in financial derivative instruments linked to the performance of an underlying asset pool or index that the ETF is designed to track ( Synthetic ETF ), you should note that: (a) (b) investments in financial derivative instruments will expose the Synthetic ETF to the credit, potential contagion and concentration risks of the counterparties who issued such financial derivative instruments. If the Synthetic ETF has collateral to reduce the counterparty risk, there may still be a risk that the market value of the collateral has fallen substantially when the Synthetic ETF seeks to realise the collateral; and the Synthetic ETF may be exposed to higher liquidity risk if the Synthetic ETF invests in financial derivative instruments which do not have an active secondary market. The above risks may have a significant impact on the performance of the relevant ETF or Synthetic ETF and hence the market price of Structured Products linked to such ETF or Synthetic ETF. Risk relating to the CBBCs Correlation between the price of a CBBC and the price or level of the Underlying Asset When the Underlying Asset of a CBBC is trading at a price or level close to its Call Price or Call Level (as the case may be), the price of that CBBC tends to be more volatile and any change in the value of that CBBC at such time may be incomparable and disproportionate to the change in the price or level of the Underlying Asset. Mandatory Call Event is irrevocable except in limited circumstances. The Mandatory Call Event is irrevocable unless it is triggered as a result of any of the following events: (a) (b) system malfunction or other technical errors of HKEx (such as the setting up of the wrong Call Price or Call Level (as the case may be) and other parameters), and such event is reported by the Stock Exchange to us and we and the Stock Exchange mutually agree that the Mandatory Call Event is to be revoked; or manifest errors caused by the relevant third party price source where applicable (such as miscalculation of the index level by the 45

46 relevant Index Compiler), and such event is reported by us to the Stock Exchange, and we and the Stock Exchange mutually agree that the Mandatory Call Event is to be revoked, in each case, such mutual agreement must be reached between the Stock Exchange and us no later than such time as prescribed in the relevant supplemental listing document (if applicable) and the relevant Conditions. Upon revocation of the Mandatory Call Event, trading of the CBBCs will resume and any trade cancelled after such Mandatory Call Event will be reinstated. Disclaimers relating to Mandatory Call Event The Stock Exchange and its recognised exchange controller, HKEx, shall not incur any liability (whether based on contract, tort (including, without limitation, negligence), or any other legal or equitable grounds and without regard to the circumstances giving rise to any purported claim except in the case of wilful misconduct on the part of the Stock Exchange and/or HKEx) for any direct, consequential, special, indirect, economic, punitive, exemplary or any other loss or damage suffered or incurred by us or any other party arising from or in connection with the Mandatory Call Event or the suspension of trading (the Trading Suspension ) or the non-recognition of trades after the Mandatory Call Event (the Non-Recognition of Post MCE Trades ), including without limitation, any delay, failure, mistake or error in the Trading Suspension or the Non-Recognition of Post MCE Trades. We, the Guarantor and our respective affiliates shall not have any responsibility towards you for any losses suffered as a result of the Trading Suspension and/or the Non-Recognition of Post MCE Trades in connection with the occurrence of the Mandatory Call Event or the resumption of trading of the CBBCs or reinstatement of any Post MCE Trades cancelled in connection with the reversal of any Mandatory Call Event notwithstanding that such Trading Suspension and/or such Non-Recognition of Post MCE Trades occurs as a result of an error in the observation of the event. The Residual Value will not include residual funding cost For Category R CBBCs, the Residual Value (if any) payable by us following the occurrence of the Mandatory Call Event will not include any residual funding cost for the CBBCs. You will not receive any residual funding cost back from us upon early termination of the CBBCs after the occurrence of the Mandatory Call Event. Delay in announcements of the Mandatory Call Event The Stock Exchange will notify the market as soon as practicable after the CBBCs have been called. You must however be aware that there may be delay in the announcements of the occurrence of the Mandatory Call Event due to technical errors or system failures and other factors that are beyond our control or the control of the Stock Exchange. Our hedging activities may adversely affect the price or level of the Underlying Asset We, the Guarantor, any of our affiliates and/or our respective officers and directors may carry out activities that minimise our risks related to the CBBCs, including effecting transactions for our own account or for the account of our customers and hold long or short positions in the Underlying Asset whether for risk reduction purposes or otherwise. In addition, in connection with the issuance and trading of any CBBCs, we, the Guarantor and/or any of our affiliates may enter into one or more hedging transactions with respect to the Underlying Asset. In connection with such hedging or market-making activities or with respect to proprietary or other trading activities by us, the Guarantor and/or any of our affiliates, we, the Guarantor and/or any of our affiliates may enter into transactions in respect of the Underlying Asset which may affect the market price, liquidity or price or level of the Underlying Asset and/or the value of the CBBCs and which could be deemed to be adverse to your interests. We, the Guarantor and/or our affiliates are likely to modify our hedging positions throughout the life of the CBBCs whether by effecting transactions in the Underlying Asset or in derivatives linked to the Underlying Asset. Further, it is possible that the advisory services which we, the Guarantor, our respective affiliates and/or our respective officers and directors provide in the ordinary course of our business could lead to an adverse impact on the value of the Underlying Asset. Unwinding of hedging arrangements Our trading and/or hedging activities and those of the Guarantor or any of our related parties related to CBBCs and/or other financial instruments issued by us from time to time may have an impact on the price or level of the Underlying Asset and may 46

47 trigger the Mandatory Call Event. In particular, when the Underlying Asset is trading close to the Call Price or the Call Level (as the case may be), our unwinding activities may cause a fall in or a rise of (as the case may be) the trading price or index level which may lead to the occurrence of the Mandatory Call Event as a result of such unwinding activities. (b) any register that is maintained by us or on our behalf, while available for inspection by you, will not be capable of registering any interests other than that of the legal title owner, in other words, it will record at all times that the Structured Products are being held by HKSCC Nominees Limited; In respect of Category N CBBCs, we, the Guarantor or any of our related party may unwind any hedging transactions entered into by us, the Guarantor or any of our related party in relation to our CBBCs at any time even if such unwinding activities may trigger the occurrence of the Mandatory Call Event. In respect of Category R CBBCs, before the occurrence of the Mandatory Call Event, we, the Guarantor or any of our related party may unwind our hedging transactions relating to the CBBCs in proportion to the amount of the CBBCs they repurchase from the market from time to time. Upon the occurrence of the Mandatory Call Event, we, the Guarantor or any of our related party may unwind any hedging transactions in relation to the CBBCs. Such unwinding activities after the occurrence of the Mandatory Call Event may affect the trading price or index level of the Underlying Asset and consequently the Residual Value for the CBBCs. Risks relating to the legal form of the Structured Products Each series of the Structured Products will be represented by a permanent global certificate registered in the name of HKSCC Nominees Limited (or such other nominee company as may be used by HKSCC from time to time in relation to the provision of nominee services to persons admitted for the time being by HKSCC as a participant of CCASS). The Structured Products issued in global registered form and held on your behalf within a clearing system effectively means that evidence of your title, as well as the efficiency of ultimate delivery of the Cash Settlement Amount, will be subject to the CCASS Rules. You should be aware of the following risks: (a) you will not receive definitive certificates where the Structured Products remain in the name of HKSCC Nominees Limited for the entire life of the Structured Products; (c) (d) you will need to rely on any statements you received from your brokers/custodians as evidence of your interest in the Structured Products; notices/announcements will be simultaneously published on the website of HKEx and/or released by CCASS to their participants. You will need to check the website of HKEx regularly and/or rely on your brokers/custodians to obtain such notices/ announcements; and (e) following the Expiry Date and the determination by us as to the Cash Settlement Amount, our obligations to you will be duly performed by payment of the Cash Settlement Amount in accordance with the Conditions to HKSCC Nominees Limited as the holder of the Structured Products. HKSCC or HKSCC Nominees Limited will then distribute the received Cash Settlement Amount to the respective CCASS participants in accordance with the CCASS Rules. Fee arrangements with the Brokers and conflicts of interest of Brokers We may enter into fee arrangements with the Brokers and/or any of its affiliates with respect to the placement of the Structured Products in the primary market. You should note that any Brokers with whom we have a fee arrangement does not, and cannot be expected to, deal exclusively in the Structured Products, therefore any Broker and/or its subsidiaries or affiliates may from time to time engage in transactions involving the Underlying Assets and/or the structured products of other issuers over the same Underlying Assets to which the particular series of Structured Products may relate, or other underlying assets as the case may be, for their proprietary accounts and/or for the accounts or their clients. The fact that the same Broker may deal simultaneously for different clients in competing products in the 47

48 market place may affect the value of the Structured Products and present certain conflicts of interests. Effect of the combination of risk factors is unpredictable Two or more risk factors may simultaneously have an effect on the value of a series of the Structured Products such that the effect of any individual risk factor may not be predictable. No assurance can be given as to the effect any combination of risk factors may have on the value of a series of the Structured Products. 48

49 APPENDIX 1 - TERMS AND CONDITIONS OF WARRANTS The following pages set out the Conditions in respect of different types of Warrants. Part A - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Equities (Global Form of Certificate)...50 Page Part B - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over an Index (Global Form of Certificate)...61 Part C - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Currency (Global Form of Certificate)...69 Part D - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodities (Global Form of Certificate)...76 Part E - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Commodity Futures (Global Form of Certificate)...83 Part F - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Unit Trust (Global Form of Certificate)...90 Part G - Terms and Conditions of the European Style Cash Settled Call/Put Warrants over Single Foreign Equities (Global Form of Certificate)

50 PART A - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER SINGLE EQUITIES (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 13) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Warrants provide for cash settlement on exercise. The Warrants do not entitle the Warrantholders to delivery of any Shares, are not secured by Shares and do not entitle Warrantholders to any interest in any Shares. The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 50

51 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change, in the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

52 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) (b) (c) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Average Price means the arithmetic mean of the closing prices of one Share (as derived from the daily quotation sheet of the Stock Exchange, subject to any adjustments to such closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) in respect of each Valuation Date; Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Cash Settlement Amount means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to: (i) in respect of a series of call Warrants: Cash Settlement Amount per Board Lot = Entitlement x (Average Price Exercise Price) x one Board Lot Number of Warrants per Entitlement 52

53 (ii) in respect of a series of put Warrants: Cash Settlement Amount per Board Lot = Entitlement x (Exercise Price Average Price) x one Board Lot Number of Warrants per Entitlement For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Company has the meaning given to it in the relevant Supplemental Listing Document; Entitlement has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Exercise Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Market Disruption Event means: (1) the occurrence or existence on any Valuation Date during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Stock Exchange or otherwise) on the Stock Exchange in (i) the Shares; or (ii) any options or futures contracts relating to the Shares if, in any such case, such suspension or limitation is, in the determination of the Issuer, material; (2) the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a BLACK rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the BLACK rainstorm signal having been issued; or (3) a limitation or closure of the Stock Exchange due to any unforeseen circumstances; Number of Warrants per Entitlement has the meaning given to it in the relevant Supplemental Listing Document; Series means each series of Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Average Price is determined in accordance with the Conditions; 53

54 Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Share has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7, and Shares shall be construed accordingly; Stock Exchange means The Stock Exchange of Hong Kong Limited or the principal stock exchange in Hong Kong for the time being on which the Shares are listed; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Valuation Date means each of the five Business Days immediately preceding the Expiry Date, provided that if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on any Valuation Date, then that Valuation Date shall be postponed until the first succeeding Business Day on which there is no Market Disruption Event irrespective of whether that postponed Valuation Date would fall on a Business Day that is already or is deemed to be a Valuation Date. For the avoidance of doubt, in the event that a Market Disruption Event has occurred and a Valuation Date is postponed as aforesaid, the closing price of the Shares on the first succeeding Business Day will be used more than once in determining the Average Price, so that in no event shall there be less than five closing prices used to determine the Average Price. If the postponement of the Valuation Date as aforesaid would result in the Valuation Date falling on or after the Expiry Date then: (i) (ii) the Business Day immediately preceding the Expiry Date (the Last Valuation Date ) shall be deemed to be the Valuation Date notwithstanding the Market Disruption Event; and the Issuer shall determine the closing price of the Shares on the basis of its good faith estimate of the price that would have prevailed on the Last Valuation Date but for the Market Disruption Event; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 7. Adjustments (a) Rights Issues. If and whenever the Company shall, by way of Rights (as defined below), offer new Shares for subscription at a fixed subscription price to the holders of existing Shares pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula: 54

55 Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + M 1 + (R/S) x M E: Existing Entitlement immediately prior to the Rights Offer S: Cum-Rights Share price determined by the closing price on the Stock Exchange on the last Business Day on which Shares are traded on a cum-rights basis R: Subscription price per Share as specified in the Rights Offer plus an amount equal to any dividends or other benefits foregone to exercise the Rights M: Number of new Share(s) (whether a whole or a fraction) per existing Share each holder thereof is entitled to subscribe Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. For the purposes of these Conditions: "Rights" means the right(s) attached to each existing Share or needed to acquire one new Share (as the case may be) which are given to the holders of existing Shares to subscribe at a fixed subscription price for new Shares pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights). (b) Bonus Issues. If and whenever the Company shall make an issue of Shares credited as fully paid to the holders of Shares generally by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend or similar scheme for the time being operated by the Company or otherwise in lieu of a cash dividend and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + N E: Existing Entitlement immediately prior to the Bonus Issue N: Number of additional Shares (whether a whole or a fraction) received by a holder of existing Shares for each Share held prior to the Bonus Issue Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This 55

56 adjustment shall take effect on the same day that the Entitlement is adjusted. (c) Subdivisions or Consolidations. If and whenever the Company shall subdivide its Shares or any class of its outstanding share capital comprised of the Shares into a greater number of shares (a "Subdivision") or consolidate the Shares or any class of its outstanding share capital comprised of the Shares into a smaller number of shares (a "Consolidation"), then: (i) (ii) in the case of a Subdivision, the Entitlement in effect immediately prior thereto will be increased whereas the Exercise Price (which shall be rounded to the nearest 0.001) will be decreased in the same ratio as the Subdivision; and in the case of a Consolidation, the Entitlement in effect immediately prior thereto will be decreased whereas the Exercise Price (which shall be rounded to the nearest 0.001) will be increased in the same ratio as the Consolidation, in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect. (d) Restructuring Events. If it is announced that the Company: (i) (ii) is to or may merge or consolidate with or into any other corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any person or corporation); or is to or may sell or transfer all or substantially all of its assets; then (except where the Company is the surviving corporation in a merger), the rights attaching to the Warrants may in the absolute discretion of the Issuer be amended no later than the Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a Restructuring Event ) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of shares of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Share(s) (as the case may be) to which a holder of the number of Shares comprising the Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event. The Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. (e) Cash Distribution. No capital adjustment will be made for an ordinary cash dividend (whether or not it is offered with a scrip alternative) ( Ordinary Dividend ). For any other forms of cash distribution (each a Cash Distribution ) announced by the Company, such as a cash bonus, special dividend or extraordinary dividend, no capital adjustment will be made unless the value of the Cash Distribution accounts for 2 percent. or more of the Share s closing price on the day of announcement by the Company. If and whenever the Company shall make a Cash Distribution credited as fully paid to the holders of Shares generally, the Entitlement shall be adjusted to take effect on the Business Day on which trading in the Shares becomes ex-entitlement in respect of the relevant Cash Distribution ( Cash Distribution Adjustment Date ) in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E 56

57 Where: Adjustment Factor = S - OD S - OD - CD E: Existing Entitlement immediately prior to the Cash Distribution S: The closing price of the Share on the Stock Exchange on the Business Day immediately preceding the Cash Distribution Adjustment Date CD: The Cash Distribution per Share OD: The Ordinary Dividend per Share, provided that the date on which the Shares are traded on an ex- Ordinary Dividend basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Shares are traded on an ex-ordinary Dividend basis is not the Cash Distribution Adjustment Date In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (f) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or (ii) determined by the Issuer in good faith to be appropriate and commercially reasonable. (g) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 9. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 57

58 10. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. 11. Notices Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition 11. All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 12. Liquidation In the event of a liquidation or dissolution of the Company or the appointment of a liquidator or receiver or administrator or analogous person under Hong Kong or other applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, all unexercised Warrants will lapse and shall cease to be valid for any purpose, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law. 58

59 13. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 14. Delisting (a) (b) (c) If at any time the Shares cease to be listed on the Stock Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the Warrants as it shall, in its absolute discretion, consider appropriate to ensure, so far as it is reasonably able to do so, that the interests of the Warrantholders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Warrantholder or the tax or other consequences that may result in any particular jurisdiction). Without prejudice to the generality of Condition 14(a), where the Shares are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Stock Exchange and the Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. The Issuer shall determine, in its absolute discretion, any adjustment or amendment in accordance with this Condition 14 and its determination shall be conclusive and binding on the Warrantholders save in the case of manifest error. Notice of any adjustments or amendments shall be given to the Warrantholders in accordance with Condition 11 as soon as practicable after they are determined. 15. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 16. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 17. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 59

60 18. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 60

61 PART B - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER AN INDEX (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 61

62 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

63 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) (b) (c) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Cash Settlement Amount means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (i) (if applicable) converted into the Settlement Currency at the Exchange Rate or, as the case may be, (ii) (if applicable) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into the Settlement Currency at the Second Exchange Rate): (i) in respect of a series of call Warrants: Cash Settlement Amount per Board Lot = (Closing Level Strike Level) x one Board Lot x Index Currency Amount Divisor 63

64 (ii) in respect of a series of put Warrants: Cash Settlement Amount per Board Lot = (Strike Level Closing Level) x one Board Lot x Index Currency Amount Divisor For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Closing Level has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Divisor has the meaning given to it in the relevant Supplemental Listing Document; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; First Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Index has the meaning given to it in the relevant Supplemental Listing Document; Index Business Day means a day on which the Index is published by the Index Compiler or, as the case may be, the Successor Index Compiler; Index Currency Amount has the meaning given to it in the relevant Supplemental Listing Document; Index Exchange has the meaning given to it in the relevant Supplemental Listing Document; Index Futures Contracts means the relevant index futures contracts for the purpose of determining the Closing Level as more particularly provided in the relevant Supplemental Listing Document; Index Compiler has the meaning given to it in the relevant Supplemental Listing Document; Interim Currency has the meaning given to it in the relevant Supplemental Listing Document; Market Disruption Event means: (1) the occurrence or existence, on the Valuation Date during the one-half hour period that ends at the close of trading on the Index Exchange, of any of: (i) (ii) the suspension or material limitation of the trading of a material number of constituent securities that comprise the Index; or the suspension or material limitation of the trading of options or futures contracts relating to the Index on any exchanges on which such contracts are traded; or 64

65 (iii) the imposition of any exchange controls in respect of any currencies involved in determining the Cash Settlement Amount. For the purposes of paragraph (1), (A) the limitation on the number of hours or days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of any relevant exchange, and (B) a limitation on trading imposed by reason of the movements in price exceeding the levels permitted by any relevant exchange will constitute a Market Disruption Event; or (2) where the Index Exchange is the Stock Exchange, the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a BLACK rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the BLACK rainstorm signal having been issued; (3) a limitation or closure of the Index Exchange due to any unforeseen circumstances; or (4) any circumstances beyond the control of the Issuer in which the Closing Level or, if applicable, the Exchange Rate, the First Exchange Rate or the Second Exchange Rate (as the case may be) cannot be determined by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer considers appropriate at such time after taking into account all the relevant circumstances; Second Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Series means each series of the Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Closing Level is determined in accordance with the Conditions; Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Stock Exchange means The Stock Exchange of Hong Kong Limited; Strike Level has the meaning given to it in the relevant Supplemental Listing Document; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); 65

66 Valuation Date has the meaning given to it in the relevant Supplemental Listing Document, provided that, if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on the Valuation Date, then the Issuer shall determine the Closing Level on the basis of its good faith estimate of the Closing Level that would have prevailed on that day but for the occurrence of the Market Disruption Event provided that the Issuer, if applicable, may, but shall not be obliged to, determine such Closing Level by having regard to the manner in which futures contracts relating to the Index are calculated; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 7. Adjustments to the Index (a) (b) Successor Sponsor Calculates and Reports Index. If the Index is (i) not calculated and announced by the Index Compiler, but is calculated and published by a successor to the Index Compiler (the Successor Index Compiler ) acceptable to the Issuer or (ii) replaced by a successor index using, in the determination of the Issuer, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then the Index will be deemed to be the index so calculated and announced by the Successor Index Compiler or that successor index, as the case may be. Modification and Cessation of Calculation of Index. If: (i) (ii) on or prior to the Valuation Date the Index Compiler or (if applicable) the Successor Index Compiler makes a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock, contracts or commodities and other routine events); or on the Valuation Date the Index Compiler or (if applicable) the Successor Index Compiler fails to calculate and publish the Index (other than as a result of a Market Disruption Event), then the Issuer shall determine the Closing Level using, in lieu of a published level for the Index, the level for the Index as at the Valuation Date as determined by the Issuer in accordance with the formula for and method of calculating the Index last in effect prior to that change or failure, but using only those securities, contracts, commodities, currencies or other assets that comprised the Index immediately prior to that change or failure (other than those securities, contracts, commodities, currencies or other assets that have since ceased to be listed on the relevant Exchange) or, as the case may be, the final settlement price for settling the relevant Index Futures Contracts on the relevant Futures Exchange on the Expiry Date as determined pursuant to the Rules, Specifications, Regulations and Procedures of such Exchange. (c) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including 66

67 the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) (ii) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholders or the tax or other consequences of such adjustment in any particular jurisdiction); or determined by the Issuer in good faith to be appropriate and commercially reasonable. (d) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 9. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 10. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of 67

68 such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition Notices All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 13. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 14. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 15. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 16. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 68

69 PART C - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER CURRENCY (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 69

70 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any) converted into the Settlement Currency at the Exchange Rate. Payment of the Cash Settlement Amount shall be made in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

71 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) (b) (c) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder in the Settlement Currency the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open in Hong Kong for carrying on foreign exchange transactions and for business; Cash Settlement Amount has the meaning given to it in the relevant Supplemental Listing Document and for the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Currency has the meaning given to it in the relevant Supplemental Listing Document; Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document; 71

72 Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Final Settlement Level has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Second Currency has the meaning given to it in the relevant Supplemental Listing Document; Series means each series of the Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the Valuation Date; Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Stock Exchange means The Stock Exchange of Hong Kong Limited; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Valuation Date has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 11; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 7. Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 8. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 9. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. 72

73 Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition Notices All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 11. Disruption Event If, in the opinion of the Issuer, a Disruption Event (as defined below) has occurred and is continuing on the Valuation Date, then the Issuer will determine the Final Settlement Level or the Exchange Rate (as the case may be) on the basis of its good faith estimate of the Final Settlement Level or the Exchange Rate (as the case may be), that would have prevailed on that day but for the occurrence of the Disruption Event. For the purposes of these Conditions, a Disruption Event means any circumstances in which the Final Settlement Level or the Exchange Rate cannot be determined by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer may believe appropriate at such time after taking into account all the relevant circumstances. 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 73

74 13. Adjustments (a) (b) Foreign Currency Controls. If exchange control or other laws, regulations, directives or guidelines are imposed by any central banking authority or other governmental or regulatory body which (i) require the Issuer to obtain permission from such authority or regulatory body to purchase the Settlement Currency; (ii) otherwise restrict the Issuer s ability to obtain the Settlement Currency; or (iii) otherwise adversely regulates the purchase or holding of the Settlement Currency such that additional costs are imposed in obtaining the Settlement Currency which would not be imposed in the absence of such laws, regulations, directives or guidelines or if the cost of obtaining the Settlement Currency at the Exchange Rate is determined by the Issuer to be excessive because of a disruption in the foreign exchange market applicable to the Settlement Currency, then, upon notice from the Issuer to Warrantholders in accordance with Condition 10 to such effect, Warrantholders deemed to have exercised their Warrants in accordance with Condition 5(b) shall receive, at the option of the Issuer, in lieu of the Settlement Currency, an amount equal to the Cash Settlement Amount in the Second Currency or such other currency as determined appropriate by the Issuer. Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) (ii) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or determined by the Issuer in good faith to be appropriate and commercially reasonable. (c) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 15. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 16. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 74

75 17. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 75

76 PART D - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER COMMODITIES (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 76

77 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. Payment of the Cash Settlement Amount shall be made in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change, in the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

78 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) (b) (c) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open in Hong Kong for carrying on foreign exchange transactions and for business; Cash Settlement Amount has the meaning given to it in the relevant Supplemental Listing Document and for the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Closing Price has the meaning given to it in the relevant Supplemental Listing Document; Commodities has the meaning given to it in the relevant Supplemental Listing Document; Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document; 78

79 Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Price Source means the publication (or such other origin of price source reference) (if any) specified as such in the relevant Supplemental Listing Document; Related Exchange means any exchange or quotation system in a major international market (including but not limited to New York, Chicago, London, Australia and Frankfurt) on which options contracts or futures contracts or other derivatives contracts relating to the Commodities are traded, as determined by the Issuer; Second Currency has the meaning given to it in the relevant Supplemental Listing Document; Series means each series of the Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the Valuation Date; Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Stock Exchange means The Stock Exchange of Hong Kong Limited; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Valuation Date has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 11; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 7. Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 79

80 8. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 9. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the applicable laws or regulations of Hong Kong and/or any other relevant jurisdiction(s). 10. Notices Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition 10. All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 11. Disruption Event If, in the opinion of the Issuer, a Disruption Event (as defined below) has occurred and is continuing on the Valuation Date, then the Issuer will determine the Closing Price or the Exchange Rate (as the case may be) on the basis of its good faith estimate of the Closing Price or the Exchange Rate (as the case may be), that would have prevailed on that day but for the occurrence of the Disruption Event. 80

81 For the purposes of these Conditions, a Disruption Event means: (1) any circumstances in which the Closing Price or the Exchange Rate cannot be determined on the Valuation Date by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer considers appropriate at such time after taking into account all the relevant circumstances; (2) the occurrence or existence, on a Valuation Date during the one-half hour period that ends at the close of trading, of any the suspension of or, limitation imposed on, the trading in the Commodities or any options or futures contracts relating to the Commodities (a) on a Related Exchange; or (b) generally; or (3) a limitation or closure of any Related Exchange or the Stock Exchange due to any unforeseen circumstances. For the purposes of this definition, (i) the limitation on the number of hours or days of trading will not constitute a Disruption Event if it results from an announced change in the regular business hours of any exchange, and (ii) a limitation imposed on trading, including but not limited to unforeseen circumstances such as by reason of the movements in price exceeding the levels permitted by any relevant exchange or any act of God, war, riot, public disorder, explosion, terrorism or otherwise, occurring and/or existing during the one-half hour period that ends at the regular time for the close of trading, will constitute a Disruption Event. 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 13. Adjustments (a) (b) Foreign Currency Controls. If exchange control or other laws, regulations, directives or guidelines are imposed by any central banking authority or other governmental or regulatory body which (i) require the Issuer to obtain permission from such authority or regulatory body to purchase the Settlement Currency; (ii) otherwise restrict the Issuer s ability to obtain the Settlement Currency; or (iii) otherwise adversely regulates the purchase or holding of the Settlement Currency such that additional costs are imposed in obtaining the Settlement Currency which would not be imposed in the absence of such laws, regulations, directives or guidelines or if the cost of obtaining the Settlement Currency at the Exchange Rate is determined by the Issuer to be excessive because of a disruption in the foreign exchange market, then, upon notice from the Issuer to Warrantholders in accordance with Condition 10 to such effect, Warrantholders deemed to have exercised their Warrants in accordance with Condition 5(b) shall receive, at the option of the Issuer, in lieu of the Settlement Currency, an amount equal to the Cash Settlement Amount in the Second Currency or such other currency as determined appropriate by the Issuer. Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or 81

82 (ii) determined by the Issuer in good faith to be appropriate and commercially reasonable. (c) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 15. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 16. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 17. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 82

83 PART E - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER COMMODITY FUTURES (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 83

84 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. Payment of the Cash Settlement Amount shall be made in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

85 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) (b) (c) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder in the Settlement Currency the Cash Settlement Amount (if any), converted into the Settlement Currency at the Exchange Rate. The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open in Hong Kong for carrying on foreign exchange transactions and for business; Cash Settlement Amount has the meaning given to it in the relevant Supplemental Listing Document and for the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Commodity has the meaning given to it in the relevant Supplemental Listing Document; "Commodity Business Day" means a day that is (or, but for the occurrence of a Disruption Event, would have been) a trading day on the Futures Contract Exchange; 85

86 Commodity Futures has the meaning given to it in the relevant Supplemental Listing Document; Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Final Settlement Price has the meaning given to it in the relevant Supplemental Listing Document; Futures Contract has the meaning given to it in the relevant Supplemental Listing Document; Futures Contract Exchange has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Second Currency has the meaning given to it in the relevant Supplemental Listing Document; Series means each series of the Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the Valuation Date; Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Stock Exchange means The Stock Exchange of Hong Kong Limited; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Valuation Date has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 11; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 7. Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 86

87 8. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 9. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong and/or any other relevant jurisdiction(s). 10. Notices Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition 10. All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 11. Disruption Event If, in the opinion of the Issuer, a Disruption Event (as defined below) has occurred and is continuing on the Valuation Date, then the Issuer will determine the Final Settlement Price or the Exchange Rate (as the case may be) on the basis of its good faith estimate of the Final Settlement Price or the Exchange Rate (as the case may be), that would have prevailed on that day but for the occurrence of the Disruption Event. 87

88 For the purposes of these Conditions, a Disruption Event means (1) any circumstances in which the Final Settlement Price or the Exchange Rate cannot be determined by the Issuer on the Valuation Date in the manner set out in these Conditions or (2) the occurrence since the Issue Date of a material change in the formula for or the method of calculating the price of the Commodity and/or the Futures Contract or (3) the occurrence since the Issue Date of a material change in the content, composition or constitution of the Commodity or the Futures Contract or (4) the replacement of the Futures Contract by a new commodity futures contract as announced by the Futures Contract Exchange or any or competent market authority or (5) the occurrence or existence, on a Valuation Date during the one-half hour period that ends at the close of trading, of any of: (i) (ii) the suspension or limitation of the trading of the Futures Contract; or the suspension or limitation of the trading of options or futures relating to the Futures Contract on any options or futures exchanges or generally. For the purposes of this definition, (i) the limitation on the number of hours or days of trading will not constitute a Disruption Event if it results from an announced change in the regular business hours of any exchange, and (ii) a limitation imposed on trading including but not limited to unforeseen circumstances such as by reason of the movements in price exceeding the levels permitted by any relevant exchange or any act of God, war, riot, public disorder, explosion, terrorism or otherwise, occurring and/or existing during the one-half hour period that ends at the regular time for the close of trading, will constitute a Disruption Event. 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 13. Adjustments (a) (b) Foreign Currency Controls. If exchange control or other laws, regulations, directives or guidelines are imposed by any central banking authority or other governmental or regulatory body which (i) require the Issuer to obtain permission from such authority or regulatory body to purchase the Settlement Currency; (ii) otherwise restrict the Issuer s ability to obtain the Settlement Currency; or (iii) otherwise adversely regulates the purchase or holding of the Settlement Currency such that additional costs are imposed in obtaining the Settlement Currency which would not be imposed in the absence of such laws, regulations, directives or guidelines or if the cost of obtaining the Settlement Currency at the Exchange Rate is determined by the Issuer to be excessive because of a disruption in the foreign exchange market applicable to the Settlement Currency, then, upon notice from the Issuer to Warrantholders in accordance with Condition 10 to such effect, Warrantholders deemed to have exercised their Warrants in accordance with Condition 5(b) shall receive, at the option of the Issuer, in lieu of the Settlement Currency, an amount equal to the Cash Settlement Amount in the Second Currency or such other currency as determined appropriate by the Issuer. Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or 88

89 (ii) determined by the Issuer in good faith to be appropriate and commercially reasonable. (c) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 15. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 16. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 17. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 89

90 PART F TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER SINGLE UNIT TRUST (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 13) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Warrants provide for cash settlement on exercise. The Warrants do not entitle the Warrantholders to delivery of any Units, are not secured by Units and do not entitle Warrantholders to any interest in any Units. The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 90

91 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

92 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) (b) (c) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Average Price means the arithmetic mean of the closing prices of one Unit (as derived from the daily quotation sheet of the Stock Exchange, subject to any adjustments to such closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) in respect of each Valuation Date; Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Cash Settlement Amount means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to: (i) in respect of a series of call Warrants: Cash Settlement Amount per Board Lot = Entitlement x (Average Price Exercise Price) x one Board Lot Number of Warrants per Entitlement 92

93 (ii) in respect of a series of put Warrants: Cash Settlement Amount per Board Lot = Entitlement x (Exercise Price Average Price) x one Board Lot Number of Warrants per Entitlement For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Entitlement has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Exercise Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Market Disruption Event means: (1) the occurrence or existence on any Valuation Date during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Stock Exchange or otherwise) on the Stock Exchange (i) in the Units; or (ii) any options or futures contracts relating to the Units if, in any such case, such suspension or limitation is, in the determination of the Issuer, material; (2) the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a BLACK rainstorm signal on an day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the BLACK rainstorm signal having been issued; or (3) a limitation or closure of the Stock Exchange due to any unforeseen circumstances; Number of Warrants per Entitlement has the meaning given to it in the relevant Supplemental Listing Document; Series means each series of the Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Average Price is determined in accordance with the Conditions; 93

94 Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Stock Exchange means The Stock Exchange of Hong Kong Limited or the principal stock exchange in Hong Kong for the time being on which the Units are listed; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Trust has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Unit has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7, and Units shall be construed accordingly; Valuation Date means each of the five Business Days immediately preceding the Expiry Date, provided that if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on any Valuation Date, then that Valuation Date shall be postponed until the first succeeding Business Day on which there is no Market Disruption Event irrespective of whether that postponed Valuation Date would fall on a Business Day that is already or is deemed to be a Valuation Date. For the avoidance of doubt, in the event that a Market Disruption Event has occurred and a Valuation Date is postponed as aforesaid, the closing price of the Units on the first succeeding Business Day will be used more than once in determining the Average Price, so that in no event shall there be less than five closing prices used to determine the Average Price. If the postponement of the Valuation Date as aforesaid would result in the Valuation Date falling on or after the Expiry Date then: (i) (ii) the Business Day immediately preceding the Expiry Date (the Last Valuation Date ) shall be deemed to be the Valuation Date notwithstanding the Market Disruption Event; and the Issuer shall determine the closing price of the Units on the basis of its good faith estimate of the price that would have prevailed on the Last Valuation Date but for the Market Disruption Event; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 94

95 7. Adjustments (a) Rights Issues. If and whenever the Trust shall, by way of Rights (as defined below), offer new Units for subscription at a fixed subscription price to the holders of existing Units pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Business Day on which the trading in the Units of the Trust becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + M 1 + (R/S) x M E: Existing Entitlement immediately prior to the Rights Offer S: Cum-Rights Unit price determined by the closing price on the Stock Exchange on the last Business Day on which Units are traded on a cum-rights basis R: Subscription price per Unit as specified in the Rights Offer plus an amount equal to any distributions or other benefits foregone to exercise the Rights M: Number of new Unit(s) (whether a whole or a fraction) per existing Unit each holder thereof is entitled to subscribe Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. For the purposes of these Conditions: "Rights" means the right(s) attached to each existing Unit or needed to acquire one new Unit (as the case may be) which are given to the holders of existing Units to subscribe at a fixed subscription price for new Units pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights). (b) Bonus Issues. If and whenever the Trust shall make an issue of Units credited as fully paid to the holders of Units generally (other than pursuant to a scrip distribution or similar scheme for the time being operated by the Trust or otherwise in lieu of a cash distribution and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Business Day on which the trading in the Units of the Trust becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + N E: Existing Entitlement immediately prior to the Bonus Issue 95

96 N: Number of additional Units (whether a whole or a fraction) received by a holder of existing Units for each Unit held prior to the Bonus Issue Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (c) Subdivisions or Consolidations. If and whenever the Trust shall subdivide its Units or any class of its outstanding units into a greater number of units (a "Subdivision") or consolidate the Units or any class of its outstanding unit into a smaller number of units (a "Consolidation"), then: (i) (ii) in the case of a Subdivision, the Entitlement in effect immediately prior thereto will be increased whereas the Exercise Price (which shall be rounded to the nearest 0.001) will be decreased in the same ratio as the Subdivision; and in the case of a Consolidation, the Entitlement in effect immediately prior thereto will be decreased whereas the Exercise Price (which shall be rounded to the nearest 0.001) will be increased in the same ratio as the Consolidation, in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect. (d) Restructuring Events. If it is announced that the Trust: (i) (ii) is to or may merge with or into any other trust or consolidate with or into any other trust or corporation (including becoming, by agreement or otherwise, controlled by any person or corporation); or is to or may sell or transfer all or substantially all of its assets; then (except where the Trust is the surviving trust in a merger), the rights attaching to the Warrants may in the absolute discretion of the Issuer be amended no later than the Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a Restructuring Event ) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of Units of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Unit(s) (as the case may be) to which a holder of the number of Units comprising the Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event. The Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. (e) Cash Distribution. No capital adjustment will be made for an ordinary cash distribution (whether or not it is offered with a scrip alternative) ( Ordinary Distribution ). For any other forms of cash distribution (each a Cash Distribution ) announced by the Trust, such as a cash bonus, special distribution or extraordinary distribution, no capital adjustment will be made unless the value of the Cash Distribution accounts for 2 percent. or more of the Unit s closing price on the day of announcement by the Trust. 96

97 If and whenever the Trust shall make a Cash Distribution credited as fully paid to the holders of Units generally, the Entitlement shall be adjusted to take effect on the Business Day on which trading in the Units becomes ex-entitlement in respect of the relevant Cash Distribution ( Cash Distribution Adjustment Date ) in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where: Adjustment Factor = S - OD S - OD - CD E: Existing Entitlement immediately prior to the Cash Distribution S: The closing price of the Unit on the Stock Exchange on the Business Day immediately preceding the Cash Distribution Adjustment Date CD: The Cash Distribution per Unit OD: The Ordinary Distribution per Unit, provided that the date on which the Units are traded on an ex- Ordinary Distribution basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Units are traded on an ex-ordinary Distribution basis is not the Cash Distribution Adjustment Date In addition, the Issuer shall adjust the Exercise Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (f) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or (ii) determined by the Issuer in good faith to be appropriate and commercially reasonable. (g) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition

98 8. Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 9. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 10. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition Notices All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 98

99 12. Termination or Liquidation (a) (b) In the event of a Termination or the liquidation or dissolution of the trustee of the Trust (including any successor trustee appointed from time to time) ( Trustee ) (in its capacity as trustee of the Trust) or the appointment of a liquidator or receiver or administrator or analogous person under Hong Kong or other applicable law in respect of the whole or substantially the whole of the Trustee s undertaking, property or assets, all unexercised Warrants will lapse and shall cease to be valid for any purpose. In the case of a Termination, the unexercised Warrants will lapse and shall cease to be valid for any purpose on the effective date of the Termination, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of the Trustee s undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law. For the purpose of this Condition 12, Termination means (a) the Trust is terminated, or the Trustee or the manager of the Trust (including any successor manager appointed from time to time) ( Manager ) is required to terminate the Trust under the trust deed ( Trust Deed ) constituting the Trust or applicable law, or the termination of the Trust commences; (b) the Trust is held or is conceded by the Trustee or the Manager not to have been constituted or to have been imperfectly constituted; (c) the Trustee ceases to be authorised under the Trust to hold the property of the Trust in its name and perform its obligations under the Trust Deed; or (d) the Trust ceases to be authorised as an authorised collective investment scheme under the Securities and Futures Ordinance (Cap. 571, The Laws of Hong Kong). 13. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 14. Delisting (a) (b) (c) If at any time the Units cease to be listed on the Stock Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the Warrants as it shall, in its absolute discretion, consider appropriate to ensure, so far as it is reasonably able to do so, that the interests of the Warrantholders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Warrantholder or the tax or other consequences that may result in any particular jurisdiction). Without prejudice to the generality of Condition 14(a), where the Units are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Stock Exchange and the Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. The Issuer shall determine, in its absolute discretion, any adjustment or amendment in accordance with this Condition 14 and its determination shall be conclusive and binding on the Warrantholders save in the case of manifest error. Notice of any adjustments or amendments shall be given to the Warrantholders in accordance with Condition 11 as soon as practicable after they are determined. 99

100 15. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 16. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 17. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 18. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 100

101 PART G - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALL/PUT WARRANTS OVER SINGLE FOREIGN EQUITIES (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of Warrants. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 13) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Warrants provide for cash settlement on exercise. The Warrants do not entitle the Warrantholders to delivery of any Shares, are not secured by Shares and do not entitle Warrantholders to any interest in any Shares. The Guarantor unconditionally and irrevocably guarantees to each Warrantholder the due and punctual performance of any and all obligations of the Issuer under the Warrants and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The Warrants have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the Warrants will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. Warrants will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of Warrants may be effected only in a Board Lot or integral multiples thereof. 101

102 (d) (e) Title. 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 by the Issuer and the Guarantor as the holder of such number of Warrants. The expression Warrantholder and Warrantholders shall be construed accordingly. Costs and Expenses. Warrantholders should note that they shall be responsible for all costs and expenses in connection with any settlement of the Warrants including the Exercise Expenses (as defined below) which amount shall, subject to Condition 2(b) and to the extent necessary, be payable to the Issuer and collected from Warrantholders and settled through CCASS in accordance with the CCASS Rules. 2. Warrant Rights and Exercise Expenses (a) (b) Warrant Rights. Each Board Lot initially entitles each Warrantholder, upon due exercise, and upon compliance with Condition 5, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Condition 5. Exercise Expenses. Warrantholders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). 3. Illegality or Impracticability The Issuer is entitled to terminate the Warrants if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the Warrants, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the Warrants due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Warrantholder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each Warrant held by such Warrantholder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Warrantholder in such manner as shall be notified to the Warrantholder in accordance with Condition

103 4. Expiry Date Unless automatically exercised in accordance with Condition 5(b), the Warrants shall be deemed to expire on the Expiry Date. 5. Exercise of Warrants (a) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 5(b) in a Board Lot or integral multiples thereof. (b) Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. If the Cash Settlement Amount is a positive figure, all Warrants shall be deemed to have been exercised automatically on the Expiry Date. In the event the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to have expired on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. (c) Settlement. In respect of Warrants which are exercised automatically in accordance with Condition 5(b), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Warrantholder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Warrantholder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Warrantholders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Warrantholders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Warrantholder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Warrantholder may suffer as a result of the existence of a Settlement Disruption Event. (d) For the purposes of these Conditions: Average Price means the arithmetic mean of the official closing prices of one Share (subject to any adjustments to such official closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) in respect of each Valuation Date; Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Cash Settlement Amount means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to: (i) in respect of a series of call Warrants: Cash Settlement Amount per Board Lot = Entitlement x (Average Price Exercise Price) x one Board Lot Number of Warrants per Entitlement 103

104 (ii) in respect of a series of put Warrants: Cash Settlement Amount per Board Lot = Entitlement x (Exercise Price Average Price) x one Board Lot Number of Warrants per Entitlement in each case, converted (if applicable) from the Underlying Currency into the Settlement Currency at the Exchange Rate. For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Company has the meaning given to it in the relevant Supplemental Listing Document; Entitlement has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document; Exercise Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Market Disruption Event means (1) the occurrence or existence on any Valuation Date during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Underlying Exchange or otherwise) on the Underlying Exchange in (i) the Shares; or (ii) any options or futures contracts relating to the Shares if, in any such case, such suspension or limitation is, in the determination of the Issuer, material; (2) the closing of the Underlying Exchange or a disruption to trading on the Underlying Exchange if that disruption occurs and/or exists during the one-half hour period that ends at the regular time for the close of trading, and is, in the determination of the Issuer, material as a result of the occurrence of any act of God, war, riot, public disorder, explosion or terrorism; Number of Warrants per Entitlement has the meaning given to it in the relevant Supplemental Listing Document; Series means each series of Warrants; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after the later of: (i) the Expiry Date; and (ii) the day on which the Average Price is determined in accordance with the Conditions; 104

105 Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Warrantholders; Share has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 7, and Shares shall be construed accordingly; Stock Exchange means The Stock Exchange of Hong Kong Limited; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of Warrants, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Underlying Currency has the meaning given to it in the relevant Supplemental Listing Document; Underlying Exchange has the meaning given to it in the relevant Supplemental Listing Document; Underlying Exchange Business Day means a day (excluding Saturdays and Sundays) on which the Underlying Exchange is open for dealings during its regular trading sessions; Valuation Date means each of the five Underlying Exchange Business Days immediately preceding the Expiry Date, provided that if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on any Valuation Date, then that Valuation Date shall be postponed until the first succeeding Underlying Exchange Business Day on which there is no Market Disruption Event irrespective of whether that postponed Valuation Date would fall on an Underlying Exchange Business Day that is already or is deemed to be a Valuation Date. For the avoidance of doubt, in the event that a Market Disruption Event has occurred and a Valuation Date is postponed as aforesaid, the official closing price of the Shares on the first succeeding Underlying Exchange Business Day will be used more than once in determining the Average Price, so that in no event shall there be less than five official closing prices used to determine the Average Price. If the postponement of the Valuation Date as aforesaid would result in the Valuation Date falling on or after the Expiry Date then: (i) (ii) the Underlying Exchange Business Day immediately preceding the Expiry Date (the Last Valuation Date ) shall be deemed to be the Valuation Date notwithstanding the Market Disruption Event; and the Issuer shall determine the official closing price of the Shares on the basis of its good faith estimate of the price that would have prevailed on the Last Valuation Date but for the Market Disruption Event; and Warrants means the warrants specified as such in the relevant Supplemental Listing Document. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 6. Registrar No registrar will be appointed and no register of Warrantholders will be maintained in respect of the Warrants. 105

106 7. Adjustments (a) Rights Issues. If and whenever the Company shall, by way of Rights (as defined below), offer new Shares for subscription at a fixed subscription price to the holders of existing Shares pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Underlying Exchange Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + M 1 + (R/S) x M E: Existing Entitlement immediately prior to the Rights Offer S: Cum-Rights Share price determined by the official closing price on the Underlying Exchange on the last Underlying Exchange Business Day on which Shares are traded on a cum-rights basis R: Subscription price per Share as specified in the Rights Offer plus an amount equal to any dividends or other benefits foregone to exercise the Rights M: Number of new Share(s) (whether a whole or a fraction) per existing Share each holder thereof is entitled to subscribe Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. For the purposes of these Conditions: "Rights" means the right(s) attached to each existing Share or needed to acquire one new Share (as the case may be) which are given to the holders of existing Shares to subscribe at a fixed subscription price for new Shares pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights). (b) Bonus Issues. If and whenever the Company shall make an issue of Shares credited as fully paid to the holders of Shares generally by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend or similar scheme for the time being operated by the Company or otherwise in lieu of a cash dividend and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Underlying Exchange Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + N E: Existing Entitlement immediately prior to the Bonus Issue 106

107 N: Number of additional Shares (whether a whole or a fraction) received by a holder of existing Shares for each Share held prior to the Bonus Issue Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Exercise Price by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (c) Subdivisions or Consolidations. If and whenever the Company shall subdivide its Shares or any class of its outstanding share capital comprised of the Shares into a greater number of shares (a "Subdivision") or consolidate the Shares or any class of its outstanding share capital comprised of the Shares into a smaller number of shares (a "Consolidation"), then: (i) (ii) in the case of a Subdivision, the Entitlement in effect immediately prior thereto will be increased whereas the Exercise Price will be decreased in the same ratio as the Subdivision; and in the case of a Consolidation, the Entitlement in effect immediately prior thereto will be decreased whereas the Exercise Price will be increased in the same ratio as the Consolidation, in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect. (d) Restructuring Events. If it is announced that the Company: (i) (ii) is to or may merge or consolidate with or into any other corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any person or corporation); or is to or may sell or transfer all or substantially all of its assets; then (except where the Company is the surviving corporation in a merger), the rights attaching to the Warrants may in the absolute discretion of the Issuer be amended no later than the Underlying Exchange Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a Restructuring Event ) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of shares of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Share(s) (as the case may be) to which a holder of the number of Shares comprising the Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event. The Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. (e) Cash Distribution. No capital adjustment will be made for an ordinary cash dividend (whether or not it is offered with a scrip alternative) ( Ordinary Dividend ). For any other forms of cash distribution (each a Cash Distribution ) announced by the Company, such as a cash bonus, special dividend or extraordinary dividend, no capital adjustment will be made unless the value of 107

108 the Cash Distribution accounts for 2 percent. or more of the Share s official closing price on the day of announcement by the Company. If and whenever the Company shall make a Cash Distribution credited as fully paid to the holders of Shares generally, the Entitlement shall be adjusted to take effect on the Underlying Exchange Business Day on which trading in the Shares becomes ex-entitlement in respect of the relevant Cash Distribution ( Cash Distribution Adjustment Date ) in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where: Adjustment Factor = S - OD S - OD - CD E: Existing Entitlement immediately prior to the Cash Distribution S: The official closing price of the Share on the Underlying Exchange on the Underlying Exchange Business Day immediately preceding the Cash Distribution Adjustment Date CD: The Cash Distribution per Share OD: The Ordinary Dividend per Share, provided that the date on which the Shares are traded on an ex- Ordinary Dividend basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Shares are traded on an ex-ordinary Dividend basis is not the Cash Distribution Adjustment Date In addition, the Issuer shall adjust the Exercise Price by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (f) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the Warrants as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such adjustment in any particular jurisdiction); or (ii) determined by the Issuer in good faith to be appropriate and commercially reasonable. (g) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition

109 8. Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 9. Certificates No certificate other than the Global Certificate will be issued in respect of the Warrants. 10. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Master Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the Warrants or of the Master Instrument. Any resolution to be passed in a meeting of the Warrantholders shall be decided by poll. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than 10 per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect any modification of the terms and conditions of the Warrants or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Warrantholders generally (without considering the circumstances of any individual Warrantholder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong and/or other relevant jurisdiction(s). Any such modification shall be binding on the Warrantholders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition Notices All notices to Warrantholders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Warrantholders in any other manner. 109

110 12. Liquidation In the event of a liquidation or dissolution of the Company or the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, all unexercised Warrants will lapse and shall cease to be valid for any purpose, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law. 13. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 14. Delisting (a) (b) (c) If at any time the Shares cease to be listed on the Underlying Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the Warrants as it shall, in its absolute discretion, consider appropriate to ensure, so far as it is reasonably able to do so, that the interests of the Warrantholders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Warrantholder or the tax or other consequences that may result in any particular jurisdiction). Without prejudice to the generality of Condition 14(a), where the Shares are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Underlying Exchange and the Issuer may, without the consent of the Warrantholders, make such adjustments to the entitlements of Warrantholders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. The Issuer shall determine, in its absolute discretion, any adjustment or amendment in accordance with this Condition 14 and its determination shall be conclusive and binding on the Warrantholders save in the case of manifest error. Notice of any adjustments or amendments shall be given to the Warrantholders in accordance with Condition 11 as soon as practicable after they are determined. 15. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 16. Governing Law The Warrants, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 110

111 17. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 18. Prescription Claims against the Issuer for payment of any amount in respect of the Warrants will become void unless made within ten years of the Expiry Date and, thereafter, any sums payable in respect of such Warrants shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place Queen s Road East Hong Kong 111

112 APPENDIX 2 - TERMS AND CONDITIONS OF CALLABLE BULL/BEAR CONTRACTS The following pages set out the Conditions in respect of different types of CBBCs. Part A - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over Single Equities (Global Form of Certificate) Page Part B - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over an Index (Global Form of Certificate) Part C - Terms and Conditions of the European Style Cash Settled Callable Bull/Bear Contracts over Single Unit Trust (Global Form of Certificate)

113 PART A - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALLABLE BULL/BEAR CONTRACTS OVER SINGLE EQUITIES (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of CBBCs may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of CBBCs. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The CBBCs (as defined below and which expression shall, unless the context otherwise requires, include any further CBBCs issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of, a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Holders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The CBBCs constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The CBBCs provide for cash settlement on exercise or, if applicable, upon termination as provided in Condition 4(b). The CBBCs do not entitle the Holders to delivery of any Shares, are not secured by Shares and do not entitle Holders to any interest in any Shares. The Guarantor unconditionally and irrevocably guarantees to each Holder the due and punctual performance of any and all obligations of the Issuer under the CBBCs and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The CBBCs have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the CBBCs will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. CBBCs will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of CBBCs may be effected only in a Board Lot or integral multiples thereof. 113

114 (d) Title. Each person who is for the time being shown in the records of CCASS as entitled to a particular number of CBBCs by way of an interest (to the extent of such number) in the Global Certificate in respect of those CBBCs represented thereby shall be treated by the Issuer and the Guarantor as the holder of such number of CBBCs. The expression Holder and Holders shall be construed accordingly. (e) Costs and Expenses. Holders should note that they shall be responsible for all costs and expenses in connection with any settlement of the CBBCs including the Exercise Expenses (as defined below) which amount shall, subject to Condition 4(c) and to the extent necessary, be payable to the Issuer and collected from Holders and settled through CCASS in accordance with the CCASS Rules. 2. Definitions In these Conditions, unless the context requires otherwise or unless otherwise defined: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Call Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Cash Settlement Amount means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to either: (a) following the occurrence of the Mandatory Call Event: (i) in respect of a Series of Category R CBBCs, the Residual Value determined by the Issuer; or (ii) in respect of a Series of Category N CBBCs, zero; or (b) otherwise: (i) in respect of a Series of bull CBBCs: Cash Settlement Amount per Board Lot = Entitlement x (Closing Price - Strike Price) x one Board Lot Number of CBBCs per Entitlement (ii) in respect of a Series of bear CBBCs: Cash Settlement Amount per Board Lot = Entitlement x (Strike Price - Closing Price) x one Board Lot Number of CBBCs per Entitlement For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; Category N CBBCs means a Series of CBBCs where the Call Price is equal to the Strike Price; 114

115 Category R CBBCs means a Series of CBBCs where the Call Price is not equal to the Strike Price; CBBCs means the callable bull/bear contracts specified as such in the relevant Supplemental Listing Document; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Closing Price means the closing price of one Share (as derived from the daily quotation sheet of the Stock Exchange, subject to any adjustments to such closing price as may be necessary to reflect any capitalisation, rights issue, distribution or the like) on the Valuation Date; Company has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Day of Notification means the Trading Day immediately following the day on which the Mandatory Call Event occurs; Entitlement has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Listing Date has the meaning given to it in the relevant Supplemental Listing Document; Mandatory Call Event means the event where the Spot Price of the Shares is, at any time on any Trading Day during the Observation Period: (a) (b) in respect of a Series of bull CBBCs, at or below the Call Price; or in respect of a Series of bear CBBCs, at or above the Call Price; Market Disruption Event means: (a) (b) (c) the occurrence or existence on any Trading Day during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Stock Exchange or otherwise) on the Stock Exchange in (i) the Shares; or (ii) any options or futures contracts relating to the Shares if, in any such case, such suspension or limitation is, in the determination of the Issuer, material; the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a BLACK rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the BLACK rainstorm signal having been issued; or a limitation or closure of the Stock Exchange due to any unforeseen circumstances; 115

116 Maximum Trade Price means, in respect of a Series of bear CBBCs, the highest Spot Price of the Shares during the MCE Valuation Period; MCE Termination Date means the first Trading Day during the Observation Period on which the Mandatory Call Event occurs; MCE Valuation Date means the last Trading Day of the MCE Valuation Period; MCE Valuation Period means the period commencing from and including the moment upon which the Mandatory Call Event occurs (the trading session during which the Mandatory Call Event occurs is the 1st Session ) and up to the end of the trading session on the Stock Exchange immediately following the 1st Session ( 2nd Session ) unless, in the determination of the Issuer in its good faith, the 2nd Session for any reason (including, without limitation, a Market Disruption Event occurring and subsisting in the 2nd Session) does not contain any continuous period of 1 hour or more than 1 hour during which trading in the Shares is permitted on the Stock Exchange with no limitation imposed, the MCE Valuation Period shall be extended to the end of the subsequent trading session following the 2nd Session during which trading in the Shares is permitted on the Stock Exchange with no limitation imposed for a continuous period of at least 1 hour notwithstanding the existence or continuance of a Market Disruption Event in such postponed trading session, unless the Issuer determines in its good faith that each trading session on each of the four Trading Days immediately following the date on which the Mandatory Call Event occurs does not contain any continuous period of 1 hour or more than 1 hour during which trading in the Shares is permitted on the Stock Exchange with no limitation imposed. In that case: (a) (b) the period commencing from the 1st Session up to, and including, the last trading session on the Stock Exchange of the fourth Trading Day immediately following the date on which the Mandatory Call Event occurs shall be deemed to be the MCE Valuation Period; and the Issuer shall determine the Maximum Trade Price or the Minimum Trade Price (as the case may be) having regard to the then prevailing market conditions, the last reported Spot Price and such other factors as the Issuer may determine to be relevant in its good faith. For the avoidance of doubt, all Spot Prices available throughout the extended MCE Valuation Period shall be taken into account to determine the Maximum Trade Price or the Minimum Trade Price (as the case may be) for the calculation of the Residual Value. For the purposes of this definition, (A) (B) the pre-opening session, the morning session and, in the case of half day trading, the closing auction session (if any) of the same day; and the afternoon session and the closing auction session (if any) of the same day, shall each be considered as one trading session only; Minimum Trade Price means, in respect of a Series of bull CBBCs, the lowest Spot Price of the Shares during the MCE Valuation Period; Number of CBBCs per Entitlement has the meaning given to it in the relevant Supplemental Listing Document; Observation Commencement Date has the meaning given to it in the relevant Supplemental Listing Document; 116

117 Observation Period means the period commencing from and including the Observation Commencement Date up to and including the close of trading on the Stock Exchange on the Trading Day immediately preceding the Expiry Date. For the avoidance of doubt, the Observation Period shall not be extended notwithstanding that the Valuation Date shall not fall on the Trading Day immediately preceding the Expiry Date; Post MCE Trades has the meaning given to it in the relevant Supplemental Listing Document; Residual Value only applies to a Series of Category R CBBCs and means: (a) in respect of a Series of bull CBBCs: Residual Value per Board Lot = Entitlement x (Minimum Trade Price - Strike Price) x one Board Lot Number of CBBCs per Entitlement (b) in respect of a Series of bear CBBCs: Residual Value per Board Lot = Entitlement x (Strike Price - Maximum Trade Price) x one Board Lot Number of CBBCs per Entitlement For the avoidance of doubt, if the Residual Value is a negative figure, it shall be deemed to be zero; Series means each series of CBBCs; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after (i) the end of the MCE Valuation Period or (ii) the later of: (a) the Expiry Date; and (b) the day on which the Closing Price is determined in accordance with the Conditions (as the case may be); Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Holders; Share has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6, and Shares shall be construed accordingly; Spot Price means: (a) in respect of a continuous trading session of the Stock Exchange, the price per Share concluded by means of automatic order matching on the Stock Exchange as reported in the official real-time dissemination mechanism for the Stock Exchange during such continuous trading session in accordance with the Trading Rules, excluding direct business (as defined in the Trading Rules); and (b) in respect of a pre-opening session or a closing auction session (if applicable) of the Stock Exchange (as the case may be), the final Indicative Equilibrium Price (as defined in the Trading Rules) of the Share (if any) calculated at the end of the pre-order matching period of such preopening session or closing auction session (if applicable) (as the case may be) in accordance with the Trading Rules, excluding direct business (as defined in the Trading Rules), subject to such modification and amendment prescribed by the Stock Exchange from time to time; 117

118 Stock Exchange means The Stock Exchange of Hong Kong Limited or the principal stock exchange in Hong Kong for the time being on which the Shares are listed; Strike Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of CBBCs, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Trading Day means any day on which the Stock Exchange is scheduled to open for trading for its regular trading sessions; Trading Rules means the Rules and Regulations of the Exchange prescribed by the Stock Exchange from time to time; and Valuation Date means the Trading Day immediately preceding the Expiry Date unless, in the determination of the Issuer, a Market Disruption Event has occurred on that day in which case, the Valuation Date shall be the first succeeding Trading Day on which the Issuer determines that there is no Market Disruption Event, unless the Issuer determines that there is a Market Disruption Event occurring on each of the four Trading Days immediately following the original date which (but for the Market Disruption Event) would have been the Valuation Date. In that case: (a) (b) the fourth Trading Day immediately following the original date shall be deemed to be the Valuation Date (regardless of the Market Disruption Event); and the Issuer shall determine the Closing Price having regard to the then prevailing market conditions, the last reported trading price of the Shares on the Stock Exchange and such other factors as the Issuer determines to be relevant. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 3. Illegality and Impracticability The Issuer is entitled to terminate the CBBCs if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the CBBCs, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) (ii) the adoption of, or any change in, any relevant law or regulation (including any tax law); or the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the CBBCs due to a Change in Law Event. 118

119 Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Holder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each CBBC held by such Holder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Holder in such manner as shall be notified to the Holder in accordance with Condition Rights, Exercise Expenses and Procedures (a) (b) CBBC Rights. Each Board Lot initially entitles each Holder, upon compliance with this Condition 4, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Conditions 4(d) to (i). Mandatory Call Event. (i) (ii) Subject to Condition 4(b)(ii) below, following the occurrence of the Mandatory Call Event, the CBBCs will terminate automatically on the MCE Termination Date, and the Issuer will give notice to the Holders in accordance with Condition 10. Trading in the CBBCs will be ceased immediately upon the occurrence of the Mandatory Call Event and all Post MCE Trades will be cancelled and will not be recognised by the Issuer or the Stock Exchange. The Mandatory Call Event is irrevocable unless it is triggered as a result of any of the following events: (x) (y) system malfunction or other technical errors of Hong Kong Exchanges and Clearing Limited ( HKEx ); or manifest errors caused by the relevant third party price source where applicable; and (A) (B) in the case of a system malfunction or other technical errors prescribed in paragraph (x) above, such event is reported by the Stock Exchange to the Issuer and the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked, and in the case of an error by the relevant price source prescribed in paragraph (y) above, such event is reported by the Issuer to the Stock Exchange, and the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked; in each case, such mutual agreement must be reached no later than 30 minutes before the commencement of trading (including the pre-opening session) (Hong Kong time) or such other time frame as prescribed by the Stock Exchange from time to time on the Day of Notification, in which case, (aa) the Mandatory Call Event so triggered will be reversed; and (bb) all cancelled trades (if any) will be reinstated and trading of the CBBCs will resume no later than the Trading Day immediately following the Day of Notification in accordance with the rules and/or requirements prescribed by the Stock Exchange from time to time. 119

120 (c) (d) (e) (f) Exercise Expenses. In respect of (i) Category R CBBCs, upon the occurrence of the Mandatory Call Event or (ii) CBBCs which are exercised automatically in accordance with Condition 4(e), Holders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the settlement (if applicable) or the exercise (if applicable) (as the case may be) of the CBBCs (collectively, the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). Exercise. Provided no Mandatory Call Event has occurred during the Observation Period, CBBCs may only be exercised on the Expiry Date in accordance with Condition 4(e) in a Board Lot or integral multiples thereof. Automatic Exercise. Holders shall not be required to deliver an exercise notice. Provided no Mandatory Call Event has occurred during the Observation Period, if the Cash Settlement Amount on the Expiry Date is a positive figure, all CBBCs shall be deemed to have been exercised automatically on the Expiry Date and, in the event the Cash Settlement Amount is zero, all CBBCs shall be deemed to have expired on the Expiry Date and Holders shall not be entitled to receive any payment from the Issuer in respect of the CBBCs. Settlement. In respect of (i) Category R CBBCs, upon occurrence of the Mandatory Call Event or (ii) CBBCs which are exercised automatically in accordance with Condition 4(e), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Holder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Holder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Holders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Holders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Holder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Holder may suffer as a result of the existence of a Settlement Disruption Event. (g) (h) Payment day. If the date for payment of any amount in respect of the CBBCs is not a Business Day, the Holder shall not be entitled to payment until the next following Business Day and shall not be entitled to any interest or other payment in respect of such delay. General. None of the Issuer, the Guarantor or the Sponsor or their respective agents shall have any responsibility for any errors or omissions in the calculation and dissemination of any variables published by a third party and used in any calculation made pursuant to these Conditions or in the calculation of the Cash Settlement Amount arising from such errors or omissions. The purchase of CBBCs does not confer on any Holder of such CBBCs any rights (whether in respect of voting, distributions or otherwise) attached to the Shares. (i) Exercise and Settlement Risk. Exercise (if applicable) and/or settlement (if applicable) of the CBBCs is subject to all applicable laws, rules, regulations and guidelines in force at the relevant time and neither the Issuer nor the Sponsor shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, rules, regulations or guidelines. Neither the Issuer nor the Sponsor shall under any circumstances be liable for any acts or defaults of the CCASS in relation to the performance of its duties in relation to the CBBCs. 120

121 (j) Trading in CBBCs on the Stock Exchange shall cease (i) immediately upon the occurrence of the Mandatory Call Event; and (ii) at the close of trading for the Trading Day immediately preceding the Expiry Date, whichever is the earlier. 5. Registrar No registrar will be appointed and no register of Holders will be maintained in respect of the CBBCs. 6. Adjustments (a) Rights Issues. If and whenever the Company shall, by way of Rights (as defined below), offer new Shares for subscription at a fixed subscription price to the holders of existing Shares pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + M 1 + (R/S) x M E: Existing Entitlement immediately prior to the Rights Offer S: Cum-Rights Share price determined by the closing price on the Stock Exchange on the last Business Day on which Shares are traded on a cum-rights basis R: Subscription price per Share as specified in the Rights Offer plus an amount equal to any dividends or other benefits foregone to exercise the Rights M: Number of new Share(s) (whether a whole or a fraction) per existing Share each holder thereof is entitled to subscribe Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. For the purposes of these Conditions: "Rights" means the right(s) attached to each existing Share or needed to acquire one new Share (as the case may be) which are given to the holders of existing Shares to subscribe at a fixed subscription price for new Shares pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights). (b) Bonus Issues. If and whenever the Company shall make an issue of Shares credited as fully paid to the holders of Shares generally by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend or similar scheme for the time being operated by the Company or otherwise in 121

122 Where : lieu of a cash dividend and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Business Day on which the trading in the Shares of the Company becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Adjustment Factor = 1 + N E: Existing Entitlement immediately prior to the Bonus Issue N: Number of additional Shares (whether a whole or a fraction) received by a holder of existing Shares for each Share held prior to the Bonus Issue Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (c) Subdivisions or Consolidations. If and whenever the Company shall subdivide its Shares or any class of its outstanding share capital comprised of the Shares into a greater number of shares (a "Subdivision") or consolidate the Shares or any class of its outstanding share capital comprised of the Shares into a smaller number of shares (a "Consolidation"), then: (i) (ii) in the case of a Subdivision, the Entitlement in effect immediately prior thereto will be increased whereas the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) will be decreased in the same ratio as the Subdivision; and in the case of a Consolidation, the Entitlement in effect immediately prior thereto will be decreased whereas the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) will be increased in the same ratio as the Consolidation, in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect. (d) Restructuring Events. If it is announced that the Company: (i) (ii) is to or may merge or consolidate with or into any other corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any person or corporation); or is to or may sell or transfer all or substantially all of its assets; then (except where the Company is the surviving corporation in a merger), the rights attaching to the CBBCs may in the absolute discretion of the Issuer be amended no later than the Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a Restructuring Event ) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of shares of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Share(s) (as the case may be) to which a holder of the number of Shares comprising the 122

123 Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event. The Issuer may, without the consent of the Holders, make such adjustments to the entitlements of Holders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. (e) Cash Distribution. No capital adjustment will be made for an ordinary cash dividend (whether or not it is offered with a scrip alternative) ( Ordinary Dividend ). For any other forms of cash distribution (each a Cash Distribution ) announced by the Company, such as a cash bonus, special dividend or extraordinary dividend, no capital adjustment will be made unless the value of the Cash Distribution accounts for 2 percent. or more of the Share s closing price on the day of announcement by the Company. Where: If and whenever the Company shall make a Cash Distribution credited as fully paid to the holders of Shares generally, the Entitlement shall be adjusted to take effect on the Business Day on which trading in the Shares becomes ex-entitlement in respect of the relevant Cash Distribution ( Cash Distribution Adjustment Date ) in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Adjustment Factor = S - OD S - OD - CD E: Existing Entitlement immediately prior to the Cash Distribution S: The closing price of the Share on the Stock Exchange on the Business Day immediately preceding the Cash Distribution Adjustment Date CD: OD: The Cash Distribution per Share The Ordinary Dividend per Share, provided that the date on which the Shares are traded on an ex- Ordinary Dividend basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Shares are traded on an ex-ordinary Dividend basis is not the Cash Distribution Adjustment Date In addition, the Issuer shall adjust the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (f) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the CBBCs as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) (ii) not materially prejudicial to the interests of the Holders generally (without considering the circumstances of any individual Holder or the tax or other consequences of such adjustment in any particular jurisdiction); or determined by the Issuer in good faith to be appropriate and commercially reasonable. 123

124 (g) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Holders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase CBBCs at any price in the open market or by tender or by private treaty. Any CBBCs so purchased may be held or resold or surrendered for cancellation. 8. Certificates No certificate other than the Global Certificate will be issued in respect of the CBBCs. 9. Meetings of Holders; Modification (a) Meetings of Holders. The Master Instrument contains provisions for convening meetings of the Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the CBBCs or of the Master Instrument. Any resolution to be passed in a meeting of the Holders shall be decided by poll. Such a meeting may be convened by the Issuer or by Holders holding not less than 10 per cent. of the CBBCs for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the CBBCs for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Holders whatever the number of CBBCs so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Holders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Holders, effect any modification of the terms and conditions of the CBBCs or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Holders generally (without considering the circumstances of any individual Holder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. Any such modification shall be binding on the Holders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition

125 10. Notices All notices to Holders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Holders in any other manner. 11. Liquidation In the event of a liquidation or dissolution of the Company or the appointment of a liquidator or receiver or administrator or analogous person under Hong Kong or other applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, all unexercised CBBCs will lapse and shall cease to be valid for any purpose, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of its undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law. 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Holders, to create and issue further callable bull/bear contracts so as to form a single series with the CBBCs. 13. Delisting (a) (b) (c) If at any time the Shares cease to be listed on the Stock Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the CBBCs as it shall, in its absolute discretion, consider appropriate to ensure, so far as it is reasonably able to do so, that the interests of the Holders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Holder or the tax or other consequences that may result in any particular jurisdiction). Without prejudice to the generality of Condition 13(a), where the Shares are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Stock Exchange and the Issuer may, without the consent of the Holders, make such adjustments to the entitlements of Holders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. The Issuer shall determine, in its absolute discretion, any adjustment or amendment in accordance with this Condition 13 and its determination shall be conclusive and binding on the Holders save in the case of manifest error. Notice of any adjustments or amendments shall be given to the Holders in accordance with Condition 10 as soon as practicable after they are determined. 14. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 125

126 15. Governing Law The CBBCs, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Holder (by its purchase of the CBBCs) shall be deemed to have submitted for all purposes in connection with the CBBCs, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 16. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 17. Prescription Claims against the Issuer for payment of any amount in respect of the CBBCs will become void unless made within ten years of the MCE Termination Date or the Expiry Date (as the case may be) and, thereafter, any sums payable in respect of such CBBCs shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 126

127 PART B - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALLABLE BULL/BEAR CONTRACTS OVER AN INDEX (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of CBBCs may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of CBBCs. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The CBBCs (as defined below and which expression shall, unless the context otherwise requires, include any further CBBCs issued pursuant to Condition 11) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of, a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Holders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The CBBCs constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The CBBCs provide for cash settlement on exercise or, if applicable, upon termination as provided in Condition 4(b). The Guarantor unconditionally and irrevocably guarantees to each Holder the due and punctual performance of any and all obligations of the Issuer under the CBBCs and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The CBBCs have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the CBBCs will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. CBBCs will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of CBBCs may be effected only in a Board Lot or integral multiples thereof. 127

128 (d) (e) Title. Each person who is for the time being shown in the records of CCASS as entitled to a particular number of CBBCs by way of an interest (to the extent of such number) in the Global Certificate in respect of those CBBCs represented thereby shall be treated by the Issuer and the Guarantor as the holder of such number of CBBCs. The expression Holder and Holders shall be construed accordingly. Costs and Expenses. Holders should note that they shall be responsible for all costs and expenses in connection with any settlement of the CBBCs including the Exercise Expenses (as defined below) which amount shall, subject to Condition 4(c) and to the extent necessary, be payable to the Issuer and collected from Holders and settled through CCASS in accordance with the CCASS Rules. 2. Definitions In these Conditions, unless the context requires otherwise or unless otherwise defined: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Call Level has the meaning given to it in the relevant Supplemental Listing Document; Cash Settlement Amount means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (i) (if applicable) converted into the Settlement Currency at the Exchange Rate or, as the case may be, (ii) (if applicable) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into the Settlement Currency at the Second Exchange Rate): (a) following the occurrence of the Mandatory Call Event: (i) (ii) in respect of a Series of Category R CBBCs, the Residual Value determined by the Issuer; or in respect of a Series of Category N CBBCs, zero; or (b) otherwise: (i) in respect of a Series of bull CBBCs: Cash Settlement Amount per Board Lot = (Closing Level - Strike Level) x one Board Lot x Index Currency Amount Divisor (ii) in respect of a Series of bear CBBCs: Cash Settlement Amount per Board Lot = (Strike Level - Closing Level) x one Board Lot x Index Currency Amount Divisor 128

129 For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; Category N CBBCs means a Series of CBBCs where the Call Level is equal to the Strike Level; Category R CBBCs means a series of CBBCs where the Call Level is not equal to the Strike Level; CBBC means the callable bull/bear contracts specified as such in the relevant Supplemental Listing Document; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Closing Level has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Day of Notification means the Trading Day of the Stock Exchange immediately following the day on which the Mandatory Call Event occurs; Divisor has the meaning given to it in the relevant Supplemental Listing Document; Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; First Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Index has the meaning given to it in the relevant Supplemental Listing Document; Index Business Day means any day on which the Index Exchange is scheduled to open for trading for its regular trading sessions; Index Currency Amount has the meaning given to it in the relevant Supplemental Listing Document; Index Exchange has the meaning given to it in the relevant Supplemental Listing Document; Index Futures Contracts means the relevant index futures contracts for the purpose of determining the Closing Level as more particularly provided in the relevant Supplemental Listing Document; Index Compiler has the meaning given to it in the relevant Supplemental Listing Document; Interim Currency has the meaning given to it in the relevant Supplemental Listing Document; Listing Date has the meaning given to it in the relevant Supplemental Listing Document; Mandatory Call Event means the event where the Spot Level of the Index is, at any time on any Index Business Day during the Observation Period: (a) (b) in respect of a Series of bull CBBCs, at or below the Call Level; or in respect of a Series of bear CBBCs, at or above the Call Level; 129

130 Market Disruption Event means: (1) the occurrence or existence, on any Index Business Day during the one-half hour period that ends at the close of trading on the Index Exchange, of any of: (a) (b) (c) the suspension or material limitation of the trading of a material number of constituent securities that comprise the Index; or the suspension or material limitation of the trading of options or futures contracts relating to the Index on any exchanges on which such contracts are traded; or the imposition of any exchange controls in respect of any currencies involved in determining the Cash Settlement Amount. For the purposes of paragraph (1), (A) the limitation on the number of hours or days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of any relevant exchange, and (B) a limitation on trading by reason of the movements in price exceeding the levels permitted by any relevant exchange will constitute a Market Disruption Event; or (2) where the Index Exchange is the Stock Exchange, the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a BLACK rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the BLACK rainstorm signal having been issued; (3) a limitation or closure of the Index Exchange due to any unforeseen circumstances; or (4) any circumstances beyond the control of the Issuer in which the Closing Level or, if applicable, the Exchange Rate, First Exchange Rate or the Second Exchange Rate (as the case may be) cannot be determined by the Issuer in the manner set out in these Conditions or in such other manner as the Issuer considers appropriate at such time after taking into account all the relevant circumstances; Maximum Index Level means, in respect of a Series of bear CBBCs, the highest Spot Level of the Index during the MCE Valuation Period; MCE Termination Date means the first Trading Day during the Observation Period on which the Mandatory Call Event occurs; MCE Valuation Date means the last Trading Day of the MCE Valuation Period; MCE Valuation Period means the period commencing from and including the moment upon which the Mandatory Call Event occurs (the trading session during which the Mandatory Call Event occurs is the 1st Session ) and up to the end of the trading session on the Index Exchange immediately following the 1st Session ( 2nd Session ) unless, in the determination of the Issuer in its good faith, the 2nd Session for any reason (including, without limitation, a Market Disruption Event occurring and subsisting in the 2nd Session) does not contain any continuous period of 1 hour or more than 1 hour during which Spot Levels 130

131 are available, the MCE Valuation Period shall be extended to the end of the subsequent trading session on the Index Exchange following the 2nd Session during which Spot Levels are available for a continuous period of at least 1 hour notwithstanding the existence or continuance of a Market Disruption Event in such postponed trading session unless the Issuer determines in its good faith that each trading session on each of the four Index Business Days immediately following the date on which the Mandatory Call Event occurs does not contain any continuous period of 1 hour or more than 1 hour during which Spot Levels are available. In that case: (a) (b) the period commencing from the 1st Session up to, and including, the last trading session of the fourth Index Business Day on the Index Exchange immediately following the date on which the Mandatory Call Event occurs shall be deemed to be the MCE Valuation Period; and the Issuer shall determine the Maximum Index Level or the Minimum Index Level (as the case may be) having regard to the then prevailing market conditions, the last reported Spot Level of the Index and such other factors as the Issuer may determine to be relevant in its good faith. For the avoidance of doubt, all Spot Levels available throughout the extended MCE Valuation Period shall be taken into account to determine the Maximum Index Level or the Minimum Index Level (as the case may be) for the calculation of the Residual Value. For the purposes of this definition, (A) (B) the pre-opening session, the morning session and, in the case of half day trading, the closing auction session (if any) of the same day; and the afternoon session and the closing auction session (if any) of the same day, shall each be considered as one trading session only. Minimum Index Level means, in respect of a Series of bull CBBCs, the lowest Spot Level of the Index during the MCE Valuation Period; Observation Commencement Date has the meaning given to it in the relevant Supplemental Listing Document; Observation Period means the period commencing from and including the Observation Commencement Date up to and including the close of the trading on the Stock Exchange on the Trading Day immediately preceding the Expiry Date; Post MCE Trades has the meaning given to it in the relevant Supplemental Listing Document; Price Source, if applicable, has the meaning given to it in the relevant Supplemental Listing Document; Residual Value only applies to a Series of Category R CBBCs and means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (i) (if applicable) converted into the Settlement Currency at the Exchange Rate or, as the case may be, (ii) (if applicable) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into the Settlement Currency at the Second Exchange Rate): (a) in respect of a Series of bull CBBCs: Residual Value per Board Lot = (Minimum Index Level - Strike Level) x one Board Lot x Index Currency Amount Divisor 131

132 (b) in respect of a Series of bear CBBCs: Residual Value per Board Lot = (Strike Level - Maximum Index Level) x one Board Lot x Index Currency Amount Divisor For the avoidance of doubt, if the Residual Value is a negative figure, it shall be deemed to be zero; Second Exchange Rate has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Series means each series of CBBCs; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after (i) the end of the MCE Valuation Period or (ii) the later of: (a) the Expiry Date; and (b) the day on which the Closing Level is determined in accordance with the Conditions (as the case may be); Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Holders; Spot Level means, subject to Condition 6(a), the spot level of the Index as compiled and published by the Index Compiler; Stock Exchange means The Stock Exchange of Hong Kong Limited; Strike Level has the meaning given to it in the relevant Supplemental Listing Document; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of CBBCs, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Trading Day means any day on which the Stock Exchange is scheduled to open for trading for its regular trading sessions; and Valuation Date has the meaning given to it in the relevant Supplemental Listing Document, provided that if the Issuer determines, in its sole discretion, that a Market Disruption Event has occurred on the Valuation Date, then the Issuer shall determine the Closing Level of the Index on the basis of its good faith estimate of the Closing Level that would have prevailed on that day but for the occurrence of the Market Disruption Event provided that the Issuer, if applicable, may, but shall not be obliged to, determine such Closing Level by having regard to the manner in which futures contracts relating to the Index are calculated. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 132

133 3. Illegality and Impracticability The Issuer is entitled to terminate the CBBCs if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the CBBCs, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or (ii) the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the CBBCs due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Holder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each CBBC held by such Holder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Holder in such manner as shall be notified to the Holder in accordance with Condition Rights, Exercise Expenses and Procedures (a) (b) CBBC Rights. Each Board Lot initially entitles each Holder, upon compliance with this Condition 4, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Conditions 4(d) to (i). Mandatory Call Event. (i) (ii) Subject to Condition 4(b)(ii) below, following the occurrence of the Mandatory Call Event, the CBBCs will terminate automatically on the MCE Termination Date, and the Issuer will give notice to the Holders in accordance with Condition 10. Trading in the CBBCs will be ceased immediately upon the occurrence of the Mandatory Call Event and all Post MCE Trades will be cancelled and will not be recognised by the Issuer or the Stock Exchange. The Mandatory Call Event is irrevocable unless it is triggered as a result of any of the following events: (x) system malfunction or other technical errors of Hong Kong Exchanges and Clearing Limited ( HKEx ) (such as the setting up of the wrong Call Level and other parameters); or 133

134 (y) manifest errors caused by the relevant third party price source where applicable (such as miscalculation of the Index level by the relevant index compiler); and (A) (B) (aa) (bb) in the case of a system malfunction or other technical errors prescribed in paragraph (x) above, such event is reported by the Stock Exchange to the Issuer and the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked; and in the case of an error by the relevant price source prescribed in paragraph (y) above, such event is reported by the Issuer to the Stock Exchange, and the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked, in each case: in respect of an Index Exchange located in Hong Kong, such mutual agreement must be reached no later than 30 minutes before the commencement of trading (including the pre-opening session) (Hong Kong time) or such other time frame as prescribed by the Stock Exchange from time to time on the Day of Notification; or in respect of an Index Exchange located outside Hong Kong: In both cases: (1) the revocation of the Mandatory Call Event is communicated to the other party by 30 minutes before the commencement of trading (including the pre-opening session) (Hong Kong time) on the Day of Notification; and (2) the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked on the Day of Notification. (cc) (dd) the Mandatory Call Event so triggered will be reversed; and all cancelled trades (if any) will be reinstated and trading of the CBBCs will resume no later than the Trading Day immediately following the Day of Notification in accordance with the rules and/or requirements prescribed by the Stock Exchange from time to time. (c) (d) (e) Exercise Expenses. In respect of (i) Category R CBBCs, upon the occurrence of the Mandatory Call Event or (ii) CBBCs which are exercised automatically in accordance with Condition 4(e), Holders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the settlement (if applicable) or the exercise (if applicable) (as the case may be) of the CBBCs (collectively, the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). Exercise. Provided no Mandatory Call Event has occurred during the Observation Period, CBBCs may only be exercised on the Expiry Date in accordance with Condition 4(e) in a Board Lot or integral multiples thereof. Automatic Exercise. Holders shall not be required to deliver an exercise notice. Provided no Mandatory Call Event has occurred during the Observation Period, if the Cash Settlement Amount on the Expiry Date is a positive figure, all CBBCs shall be deemed to have been exercised 134

135 automatically on the Expiry Date and, in the event the Cash Settlement Amount is zero, all CBBCs shall be deemed to have expired on the Expiry Date and Holders shall not be entitled to receive any payment from the Issuer in respect of the CBBCs. (f) Settlement. In respect of (i) Category R CBBCs, upon occurrence of the Mandatory Call Event or (ii) CBBCs which are exercised automatically in accordance with Condition 4(e), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Holder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Holder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Holders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Holders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Holder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Holder may suffer as a result of the existence of a Settlement Disruption Event. (g) (h) Payment day. If the date for payment of any amount in respect of the CBBCs is not a Business Day, the Holder shall not be entitled to payment until the next following Business Day and shall not be entitled to any interest or other payment in respect of such delay. General. None of the Issuer, the Guarantor or the Sponsor or their respective agents shall have any responsibility for any errors or omissions in the calculation and dissemination of any variables published by a third party and used in any calculation made pursuant to these Conditions or in the calculation of the Cash Settlement Amount arising from such errors or omissions. The purchase of CBBCs does not confer on any Holder of such CBBCs any rights (whether in respect of voting, distributions or otherwise) in relation to the constituent securities, contracts, commodities, currencies or other assets comprising the Index. (i) (j) Exercise and Settlement Risk. Exercise (if applicable) and/or settlement (if applicable) of the CBBCs is subject to all applicable laws, rules, regulations and guidelines in force at the relevant time and neither the Issuer nor the Sponsor shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, rules, regulations or guidelines. Neither the Issuer nor the Sponsor shall under any circumstances be liable for any acts or defaults of the CCASS in relation to the performance of its duties in relation to the CBBCs. Trading in CBBCs on the Stock Exchange shall cease (i) immediately upon the occurrence of the Mandatory Call Event; and (ii) at the close of trading for the Trading Day immediately preceding the Expiry Date, whichever is the earlier. 5. Registrar No registrar will be appointed and no register of Holders will be maintained in respect of the CBBCs. 6. Adjustments to the Index (a) Successor Index Compiler Calculates and Reports Index. If the Index is (i) not calculated and announced by the Index Compiler, but is calculated and published by a successor to the Index 135

136 Compiler (the Successor Index Compiler ) acceptable to the Issuer or (ii) replaced by a successor index using, in the determination of the Issuer, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then the Index will be deemed to be the index so calculated and announced by the Successor Index Compiler or that successor index, as the case may be. (b) Modification and Cessation of Calculation of Index. If: (i) (ii) on or prior to the Valuation Date the Index Compiler or (if applicable) the Successor Index Compiler makes a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock, contracts or commodities and other routine events); or on the Valuation Date the Index Compiler or (if applicable) the Successor Index Compiler fails to calculate and publish the Index (other than as a result of a Market Disruption Event); then the Issuer shall determine the Closing Level using, in lieu of a published level for the Index, the level for the Index as at that Valuation Day as determined by the Issuer in accordance with the formula for and method of calculating the Index last in effect prior to that change or failure, but using only those securities, contracts, commodities, currencies or other assets that comprised the Index immediately prior to that change or failure (other than those securities, contracts, commodities, currencies or other assets that have since ceased to be listed on the Index Exchange) or, as the case may be, the final settlement price for settling the relevant Index Futures Contracts on the Index Exchange on the Expiry Date as determined pursuant to the rules, specifications, regulations and/or procedures of the Index Exchange. (c) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the CBBCs as appropriate where any event (including the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) (ii) not materially prejudicial to the interests of the Holders generally (without considering the circumstances of any individual Holder or the tax or other consequences of such adjustment in any particular jurisdiction); or determined by the Issuer in good faith to be appropriate and commercially reasonable. (d) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Holders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase CBBCs at any price in the open market or by tender or by private treaty. Any CBBCs so purchased may be held or resold or surrendered for cancellation. 136

137 8. Certificates No certificate other than the Global Certificate will be issued in respect of the CBBCs. 9. Meetings of Holders; Modification (a) Meetings of Holders. The Master Instrument contains provisions for convening meetings of the Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the CBBCs or of the Master Instrument. Any resolution to be passed in a meeting of the Holders shall be decided by poll. Such a meeting may be convened by the Issuer or by Holders holding not less than 10 per cent. of the CBBCs for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the CBBCs for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Holders whatever the number of CBBCs so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Holders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Holders, effect any modification of the terms and conditions of the CBBCs or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Holders generally (without considering the circumstances of any individual Holder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws or regulations of Hong Kong. 10. Notices Any such modification shall be binding on the Holders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition 10. All notices to Holders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Holders in any other manner. 11. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Holders, to create and issue further callable bull/bear contracts so as to form a single series with the CBBCs. 137

138 12. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 13. Governing Law The CBBCs, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Holder (by its purchase of the CBBCs) shall be deemed to have submitted for all purposes in connection with the CBBCs, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 14. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 15. Prescription Claims against the Issuer for payment of any amount in respect of the CBBCs will become void unless made within ten years of the MCE Termination Date or the Expiry Date (as the case may be) and, thereafter, any sums payable in respect of such CBBCs shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 138

139 PART C - TERMS AND CONDITIONS OF THE EUROPEAN STYLE CASH SETTLED CALLABLE BULL/BEAR CONTRACTS OVER SINGLE UNIT TRUST (GLOBAL FORM OF CERTIFICATE) These Conditions will, together with the supplemental provisions contained in the relevant Supplemental Listing Document, subject to completion and amendment, be endorsed on the Global Certificate. The relevant Supplemental Listing Document in relation to the issue of any series of CBBCs may specify other terms and conditions which shall, to the extent so specified or to the extent they are inconsistent with these Conditions, replace or modify these Conditions for the purpose of such series of CBBCs. Capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the relevant Supplemental Listing Document. 1. Form, Status and Guarantee, Transfer, Title and Costs and Expenses (a) Form. The CBBCs (as defined below and which expression shall, unless the context otherwise requires, include any further CBBCs issued pursuant to Condition 12) are issued by SGA Société Générale Acceptance N.V. (the Issuer ) on the Issue Date in permanent global form represented by a permanent global certificate (the Global Certificate ) and subject to, and with the benefit of, a master instrument by way of deed poll, as modified and supplemented by a supplement to the master instrument by way of deed poll (the Master Instrument ), both executed by the Issuer and Société Générale (the Guarantor ). A copy of the Master Instrument is available for inspection at the specified office of SG Securities (HK) Limited. The Holders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Master Instrument. (b) Status and Guarantee. The CBBCs constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The CBBCs provide for cash settlement on exercise or, if applicable, upon termination as provided in Condition 4(b). The CBBCs do not entitle the Holders to delivery of any Units, are not secured by Units and do not entitle Holders to any interest in any Units. The Guarantor unconditionally and irrevocably guarantees to each Holder the due and punctual performance of any and all obligations of the Issuer under the CBBCs and the Master Instrument, as and to the extent provided in the Guarantee executed by the Guarantor whose Guarantee constitutes a direct unsecured and general obligation of the Guarantor and ranks equally with all other existing and future unsecured and unsubordinated obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law. (c) Transfer. The CBBCs have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ( HKSCC ) for deposit, clearance and settlement in the Central Clearing and Settlement System ( CCASS ) operated and maintained by HKSCC. The Global Certificate in respect of the CBBCs will be issued in the name of HKSCC Nominees Limited, or such person, firm or company for the time being appointed by HKSCC as a nominee, and deposited directly into CCASS. CBBCs will only be transferable within CCASS in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time (the CCASS Rules ). Transfers of CBBCs may be effected only in a Board Lot or integral multiples thereof. 139

140 (d) Title. Each person who is for the time being shown in the records of CCASS as entitled to a particular number of CBBCs by way of an interest (to the extent of such number) in the Global Certificate in respect of those CBBCs represented thereby shall be treated by the Issuer and the Guarantor as the holder of such number of CBBCs. The expression Holder and Holders shall be construed accordingly. (e) Costs and Expenses. Holders should note that they shall be responsible for all costs and expenses in connection with any settlement of the CBBCs including the Exercise Expenses (as defined below) which amount shall, subject to Condition 4(c) and to the extent necessary, be payable to the Issuer and collected from Holders and settled through CCASS in accordance with the CCASS Rules. 2. Definitions In these Conditions, unless the context requires otherwise or unless otherwise defined: Board Lot has the meaning given to it in the relevant Supplemental Listing Document; Business Day means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for dealings in Hong Kong and banks are open for business in Hong Kong; Call Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Cash Settlement Amount means, in respect of every Board Lot, an amount (if positive) payable in the Settlement Currency equal to either: (a) following the occurrence of the Mandatory Call Event: (i) in respect of a Series of Category R CBBCs, the Residual Value determined by the Issuer; or (ii) in respect of a Series of Category N CBBCs, zero; or (b) otherwise: (i) in respect of a Series of bull CBBCs: Cash Settlement Amount per Board Lot = Entitlement x (Closing Price - Strike Price) x one Board Lot Number of CBBCs per Entitlement (ii) in respect of a Series of bear CBBCs: Cash Settlement Amount per Board Lot = Entitlement x (Strike Price - Closing Price) x one Board Lot Number of CBBCs per Entitlement For the avoidance of doubt, if the Cash Settlement Amount is a negative figure, it shall be deemed to be zero; 140

141 Category N CBBCs means a Series of CBBCs where the Call Price is equal to the Strike Price; Category R CBBCs means a Series of CBBCs where the Call Price is not equal to the Strike Price; CBBCs means the callable bull/bear contracts specified as such in the relevant Supplemental Listing Document; CCASS Settlement Day has the meaning ascribed to the term Settlement Day in the CCASS Rules, subject to such modification and amendment prescribed by HKSCC from time to time; Closing Price means the closing price of one Unit (as derived from the daily quotation sheet of the Stock Exchange, subject to any adjustments to such closing price as may be necessary to reflect any capitalisation, rights issue, distribution or the like) on the Valuation Date; Day of Notification means the Trading Day immediately following the day on which the Mandatory Call Event occurs; Entitlement has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Expiry Date has the meaning given to it in the relevant Supplemental Listing Document; Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China; Listing Date has the meaning given to it in the relevant Supplemental Listing Document; Mandatory Call Event means the event where the Spot Price of the Units is, at any time on any Trading Day during the Observation Period: (a) (b) in respect of a Series of bull CBBCs, at or below the Call Price; or in respect of a Series of bear CBBCs, at or above the Call Price; Market Disruption Event means: (a) (b) (c) the occurrence or existence on any Trading Day during the one-half hour period that ends at the close of trading of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Stock Exchange or otherwise) on the Stock Exchange in (i) the Units; or (ii) any options or futures contracts relating to the Units if, in any such case, such suspension or limitation is, in the determination of the Issuer, material, the issuance of the tropical cyclone warning signal number 8 or above or the issuance of a BLACK rainstorm signal on any day which either (i) results in the Stock Exchange being closed for trading for the entire day or (ii) results in the Stock Exchange being closed prior to its regular time for close of trading for the relevant day (for the avoidance of doubt, in the case when the Stock Exchange is scheduled to open for the morning trading session only, closed prior to its regular time for close of trading for the morning session), provided that there shall be no Market Disruption Event solely by reason of the Stock Exchange opening for trading later than its regular time for opening of trading on any day as a result of the tropical cyclone warning signal number 8 or above or the BLACK rainstorm signal having been issued, or a limitation or closure of the Stock Exchange due to any unforeseen circumstances; 141

142 Maximum Trade Price means, in respect of a Series of bear CBBCs, the highest Spot Price of the Units during the MCE Valuation Period; MCE Termination Date means the first Trading Day during the Observation Period on which the Mandatory Call Event occurs; MCE Valuation Date means the last Trading Day of the MCE Valuation Period; MCE Valuation Period means the period commencing from and including the moment upon which the Mandatory Call Event occurs (the trading session during which the Mandatory Call Event occurs is the 1st Session ) and up to the end of the trading session on the Stock Exchange immediately following the 1st Session ( 2nd Session ) unless, in the determination of the Issuer in its good faith, the 2nd Session for any reason (including, without limitation, a Market Disruption Event occurring and subsisting in the 2nd Session) does not contain any continuous period of 1 hour or more than 1 hour during which trading in the Units is permitted on the Stock Exchange with no limitation imposed, the MCE Valuation Period shall be extended to the end of the subsequent trading session following the 2nd Session during which trading in the Units is permitted on the Stock Exchange with no limitation imposed for a continuous period of at least 1 hour notwithstanding the existence or continuance of a Market Disruption Event in such postponed trading session, unless the Issuer determines in its good faith that each trading session on each of the four Trading Days immediately following the date on which the Mandatory Call Event occurs does not contain any continuous period of 1 hour or more than 1 hour during which trading in the Units is permitted on the Stock Exchange with no limitation imposed. In that case: (a) (b) the period commencing from the 1st Session up to, and including, the last trading session on the Stock Exchange of the fourth Trading Day immediately following the date on which the Mandatory Call Event occurs shall be deemed to be the MCE Valuation Period; and the Issuer shall determine the Maximum Trade Price or the Minimum Trade Price (as the case may be) having regard to the then prevailing market conditions, the last reported Spot Price and such other factors as the Issuer may determine to be relevant in its good faith. For the avoidance of doubt, all Spot Prices available throughout the extended MCE Valuation Period shall be taken into account to determine the Maximum Trade Price or the Minimum Trade Price (as the case may be) for the calculation of the Residual Value. For the purposes of this definition, (A) (B) the pre-opening session, the morning session and, in the case of half day trading, the closing auction session (if any) of the same day; and the afternoon session and the closing auction session (if any) of the same day, shall each be considered as one trading session only; Minimum Trade Price means, in respect of a Series of bull CBBCs, the lowest Spot Price of the Units during the MCE Valuation Period; Number of CBBCs per Entitlement has the meaning given to it in the relevant Supplemental Listing Document; Observation Commencement Date has the meaning given to it in the relevant Supplemental Listing Document; 142

143 Observation Period means the period commencing from and including the Observation Commencement Date up to and including the close of trading on the Stock Exchange on the Trading Day immediately preceding the Expiry Date. For the avoidance of doubt, the Observation Period shall not be extended notwithstanding that the Valuation Date shall not fall on the Trading Day immediately preceding the Expiry Date; Post MCE Trades has the meaning given to it in the relevant Supplemental Listing Document; Residual Value only applies to a Series of Category R CBBCs and means: (a) in respect of a Series of bull CBBCs: Residual Value per Board Lot = Entitlement x (Minimum Trade Price - Strike Price) x one Board Lot Number of CBBCs per Entitlement (b) in respect of a Series of bear CBBCs: Residual Value per Board Lot = Entitlement x (Strike Price - Maximum Trade Price) x one Board Lot Number of CBBCs per Entitlement For the avoidance of doubt, if the Residual Value is a negative figure, it shall be deemed to be zero; Series means each series of CBBCs; Settlement Currency has the meaning given to it in the relevant Supplemental Listing Document; Settlement Date means the third CCASS Settlement Day after (i) the end of the MCE Valuation Period or (ii) the later of: (a) the Expiry Date; and (b) the day on which the Closing Price is determined in accordance with the Conditions (as the case may be); Settlement Disruption Event means the occurrence or existence on the Settlement Date of an event beyond the control of the Issuer as a result of which the Issuer is unable to pay the Cash Settlement Amount by crediting the Cash Settlement Amount electronically through CCASS to the Designated Bank Account of the relevant Holders; Spot Price means: (a) in respect of a continuous trading session of the Stock Exchange, the price per Unit concluded by means of automatic order matching on the Stock Exchange as reported in the official real-time dissemination mechanism for the Stock Exchange during such continuous trading session in accordance with the Trading Rules, excluding direct business (as defined in the Trading Rules); and (b) in respect of a pre-opening session or a closing auction session (if applicable) of the Stock Exchange (as the case may be), the final Indicative Equilibrium Price (as defined in the Trading Rules) of the Unit (if any) calculated at the end of the pre-order matching period of such preopening session or closing auction session (if applicable) (as the case may be) in accordance with the Trading Rules, excluding direct business (as defined in the Trading Rules), subject to such modification and amendment prescribed by the Stock Exchange from time to time; Stock Exchange means The Stock Exchange of Hong Kong Limited or the principal stock exchange in Hong Kong for the time being on which the Units are listed; 143

144 Strike Price has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Supplemental Listing Document means the supplemental listing document setting out the relevant information relating to each Series of CBBCs, which will be supplemental to the Base Listing Document (as defined in the relevant Supplemental Listing Document); Trading Day means any day on which the Stock Exchange is scheduled to open for trading for its regular trading sessions; Trading Rules means the Rules and Regulations of the Exchange prescribed by the Stock Exchange from time to time; Trust has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6; Unit has the meaning given to it in the relevant Supplemental Listing Document, subject to any adjustment in accordance with Condition 6, and Units shall be construed accordingly; and Valuation Date means the Trading Day immediately preceding the Expiry Date unless, in the determination of the Issuer, a Market Disruption Event has occurred on that day in which case, the Valuation Date shall be the first succeeding Trading Day on which the Issuer determines that there is no Market Disruption Event, unless the Issuer determines that there is a Market Disruption Event occurring on each of the four Trading Days immediately following the original date which (but for the Market Disruption Event) would have been the Valuation Date. In that case: (a) (b) the fourth Trading Day immediately following the original date shall be deemed to be the Valuation Date (regardless of the Market Disruption Event); and the Issuer shall determine the Closing Price having regard to the then prevailing market conditions, the last reported trading price of the Units on the Stock Exchange and such other factors as the Issuer determines to be relevant. Other capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Base Listing Document, any addendum to the Base Listing Document, the relevant Supplemental Listing Document or the Global Certificate. 3 Illegality and Impracticability The Issuer is entitled to terminate the CBBCs if it determines in good faith and in a commercially reasonable manner that, for reasons beyond its control, it has become or it will become illegal or impracticable: (a) for it to perform its obligations under the CBBCs, or for the Guarantor to perform its obligations under the Guarantee, in whole or in part as a result of: (i) the adoption of, or any change in, any relevant law or regulation (including any tax law); or (ii) the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any relevant law or regulation (including any tax law), (each of (i) and (ii), a Change in Law Event ); or 144

145 (b) for it or any of its affiliates to maintain the Issuer s hedging arrangements with respect to the CBBCs due to a Change in Law Event. Upon the occurrence of a Change in Law Event, the Issuer will, if and to the extent permitted by the applicable law or regulation, pay to each Holder a cash amount that the Issuer determines in good faith and in a commercially reasonable manner to be the fair market value in respect of each CBBC held by such Holder immediately prior to such termination (ignoring such illegality or impracticability) less the cost to the Issuer of unwinding any related hedging arrangement as determined by the Issuer in its sole and absolute discretion. Payment will be made to each Holder in such manner as shall be notified to the Holder in accordance with Condition Rights, Exercise Expenses and Procedures (a) (b) CBBC Rights. Each Board Lot initially entitles each Holder, upon compliance with this Condition 4, to payment by the Issuer of the Cash Settlement Amount (if any) in the manner set out in Conditions 4(d) to (i). Mandatory Call Event. (i) (ii) Subject to Condition 4(b)(ii) below, following the occurrence of the Mandatory Call Event, the CBBCs will terminate automatically on the MCE Termination Date, and the Issuer will give notice to the Holders in accordance with Condition 10. Trading in the CBBCs will be ceased immediately upon the occurrence of the Mandatory Call Event and all Post MCE Trades will be cancelled and will not be recognised by the Issuer or the Stock Exchange. The Mandatory Call Event is irrevocable unless it is triggered as a result of any of the following events: (x) (y) system malfunction or other technical errors of Hong Kong Exchanges and Clearing Limited ( HKEx ); or manifest errors caused by the relevant third party price source where applicable; and (A) (B) in the case of a system malfunction or other technical errors prescribed in paragraph (x) above, such event is reported by the Stock Exchange to the Issuer and the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked, and in the case of an error by the relevant price source prescribed in paragraph (y) above, such event is reported by the Issuer to the Stock Exchange, and the Issuer and the Stock Exchange mutually agree that such Mandatory Call Event is to be revoked; in each case, such mutual agreement must be reached no later than 30 minutes before the commencement of trading (including the pre-opening session) (Hong Kong time) or such other time frame as prescribed by the Stock Exchange from time to time on the Day of Notification, in which case, (aa) the Mandatory Call Event so triggered will be reversed; and (bb) all cancelled trades (if any) will be reinstated and trading of the CBBCs will resume no later than the Trading Day immediately following the Day of Notification in accordance with the rules and/or requirements prescribed by the Stock Exchange from time to time. 145

146 (c) (d) (e) (f) Exercise Expenses. In respect of (i) Category R CBBCs, upon the occurrence of the Mandatory Call Event or (ii) CBBCs which are exercised automatically in accordance with Condition 4(e), Holders will be required to pay all charges or expenses including, without limitation, any taxes or duties, which are incurred in respect of the settlement (if applicable) or the exercise (if applicable) (as the case may be) of the CBBCs (collectively, the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount to the extent available or otherwise paid to the Issuer in accordance with Condition 1(e). Exercise. Provided no Mandatory Call Event has occurred during the Observation Period, CBBCs may only be exercised on the Expiry Date in accordance with Condition 4(e) in a Board Lot or integral multiples thereof. Automatic Exercise. Holders shall not be required to deliver an exercise notice. Provided no Mandatory Call Event has occurred during the Observation Period, if the Cash Settlement Amount on the Expiry Date is a positive figure, all CBBCs shall be deemed to have been exercised automatically on the Expiry Date and, in the event the Cash Settlement Amount is zero, all CBBCs shall be deemed to have expired on the Expiry Date and Holders shall not be entitled to receive any payment from the Issuer in respect of the CBBCs. Settlement. In respect of (i) Category R CBBCs, upon occurrence of the Mandatory Call Event or (ii) CBBCs which are exercised automatically in accordance with Condition 4(e), the Issuer shall, subject as provided below in the case of a Settlement Disruption Event, pay to the relevant Holder the Cash Settlement Amount (if any). The aggregate Cash Settlement Amount (less the Exercise Expenses (if any)) shall be credited, in accordance with the CCASS Rules, to the relevant bank account designated by the Holder (the Designated Bank Account ) on the Settlement Date. If as a result of a Settlement Disruption Event, it is not possible for the Issuer to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of the Holders on the original Settlement Date, the Issuer shall use its reasonable endeavours, to procure payment of the Cash Settlement Amount electronically through CCASS by crediting the relevant Designated Bank Account of Holders as soon as reasonably practicable after the original Settlement Date. The Issuer will not be liable to any Holder for any interest in respect of the Cash Settlement Amount or any loss or damage that such Holder may suffer as a result of the existence of a Settlement Disruption Event. (g) (h) Payment day. If the date for payment of any amount in respect of the CBBCs is not a Business Day, the Holder shall not be entitled to payment until the next following Business Day and shall not be entitled to any interest or other payment in respect of such delay. General. None of the Issuer, the Guarantor or the Sponsor or their respective agents shall have any responsibility for any errors or omissions in the calculation and dissemination of any variables published by a third party and used in any calculation made pursuant to these Conditions or in the calculation of the Cash Settlement Amount arising from such errors or omissions. The purchase of CBBCs does not confer on any Holder of such CBBCs any rights (whether in respect of voting, distributions or otherwise) attached to the Units. (i) Exercise and Settlement Risk. Exercise (if applicable) and/or settlement (if applicable) of the CBBCs is subject to all applicable laws, rules, regulations and guidelines in force at the relevant time and neither the Issuer nor the Sponsor shall incur any liability whatsoever if it is unable to 146

147 effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, rules, regulations or guidelines. Neither the Issuer nor the Sponsor shall under any circumstances be liable for any acts or defaults of the CCASS in relation to the performance of its duties in relation to the CBBCs. (j) Trading in CBBCs on the Stock Exchange shall cease (i) immediately upon the occurrence of the Mandatory Call Event; and (ii) at the close of trading for the Trading Day immediately preceding the Expiry Date, whichever is the earlier. 5. Registrar No registrar will be appointed and no register of Holders will be maintained in respect of the CBBCs. 6. Adjustments (a) Rights Issues. If and whenever the Trust shall, by way of Rights (as defined below), offer new Units for subscription at a fixed subscription price to the holders of existing Units pro rata to existing holdings (a "Rights Offer"), the Entitlement will be adjusted to take effect on the Business Day on which the trading in the Units of the Trust becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + M 1 + (R/S) x M E: Existing Entitlement immediately prior to the Rights Offer S: Cum-Rights Unit price determined by the closing price on the Stock Exchange on the last Business Day on which Units are traded on a cum-rights basis R: Subscription price per Unit as specified in the Rights Offer plus an amount equal to any distributions or other benefits foregone to exercise the Rights M: Number of new Unit(s) (whether a whole or a fraction) per existing Unit each holder thereof is entitled to subscribe Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. For the purposes of these Conditions: "Rights" means the right(s) attached to each existing Unit or needed to acquire one new Unit (as the case may be) which are given to the holders of existing Units to subscribe at a fixed subscription price for new Units pursuant to the Rights Offer (whether by the exercise of one Right, a part of a Right or an aggregate number of Rights). (b) Bonus Issues. If and whenever the Trust shall make an issue of Units credited as fully paid to the 147

148 holders of Units generally (other than pursuant to a scrip distribution or similar scheme for the time being operated by the Trust or otherwise in lieu of a cash distribution and without any payment or other consideration being made or given by such holders) (a "Bonus Issue") the Entitlement will be increased on the Business Day on which the trading in the Units of the Trust becomes ex-entitlement in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where : Adjustment Factor = 1 + N E: Existing Entitlement immediately prior to the Bonus Issue N: Number of additional Units (whether a whole or a fraction) received by a holder of existing Units for each Unit held prior to the Bonus Issue Provided that if the adjustment to be made would result in the Entitlement being changed by one per cent. or less, then no adjustment will be made to the Entitlement. In addition, the Issuer shall adjust the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (c) Subdivisions or Consolidations. If and whenever the Trust shall subdivide its Units or any class of its outstanding units into a greater number of units (a "Subdivision") or consolidate the Units or any class of its outstanding units into a smaller number of units (a "Consolidation"), then: (i) (ii) in the case of a Subdivision, the Entitlement in effect immediately prior thereto will be increased whereas the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) will be decreased in the same ratio as the Subdivision; and in the case of a Consolidation, the Entitlement in effect immediately prior thereto will be decreased whereas the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) will be increased in the same ratio as the Consolidation, in each case on the day on which the Subdivision or Consolidation (as the case may be) shall have taken effect. (d) Merger or Consolidation. If it is announced that the Trust: (i) (ii) is to or may merge or consolidate with or into any other trust or corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any person or corporation); or is to or may sell or transfer all or substantially all of its assets; 148

149 then (except where the Trust is the surviving trust in a merger), the rights attaching to the CBBCs may in the absolute discretion of the Issuer be amended no later than the Business Day preceding the consummation of such merger, consolidation, sale or transfer (each a Restructuring Event ) (as determined by the Issuer) so that the Entitlement may, after such Restructuring Event, be adjusted to reflect (i) the number of Units of the corporation(s) resulting from or surviving such Restructuring Event, or (ii) other securities or cash offered in substitution for Unit(s) (as the case may be) to which a holder of the number of Units comprising the Entitlement immediately prior to the Restructuring Event would have been entitled on such Restructuring Event. The Issuer may, without the consent of the Holders, make such adjustments to the entitlements of Holders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. (e) Cash Distribution. No capital adjustment will be made for an ordinary cash distribution (whether or not it is offered with a scrip alternative) ( Ordinary Distribution ). For any other forms of cash distribution (each a Cash Distribution ) announced by the Trust, such as a cash bonus, special distribution or extraordinary distribution, no capital adjustment will be made unless the value of the Cash Distribution accounts for 2 percent. or more of the Unit s closing price on the day of announcement by the Trust. If and whenever the Trust shall make a Cash Distribution credited as fully paid to the holders of Units generally, the Entitlement shall be adjusted to take effect on the Business Day on which trading in the Units becomes ex-entitlement in respect of the relevant Cash Distribution ( Cash Distribution Adjustment Date ) in accordance with the following formula: Adjusted Entitlement = Adjustment Factor x E Where: Adjustment Factor = S - OD S - OD - CD E: Existing Entitlement immediately prior to the Cash Distribution S: The closing price of the Unit on the Stock Exchange on the Business Day immediately preceding the Cash Distribution Adjustment Date CD: The Cash Distribution per Unit OD: The Ordinary Distribution per Unit, provided that the date on which the Units are traded on an ex- Ordinary Distribution basis is the Cash Distribution Adjustment Date. For the avoidance of doubt, the OD shall be zero if the date on which the Units are traded on an ex-ordinary Distribution basis is not the Cash Distribution Adjustment Date In addition, the Issuer shall adjust the Strike Price and the Call Price (which shall be rounded to the nearest 0.001) by the reciprocal of the Adjustment Factor, where the reciprocal of the Adjustment Factor means one divided by the relevant Adjustment Factor. This adjustment shall take effect on the same day that the Entitlement is adjusted. (f) Other Adjustments. Without prejudice to and notwithstanding any prior adjustment(s) made pursuant to the applicable Conditions, the Issuer may (but shall not be obliged to) make such other adjustments to the terms and conditions of the CBBCs as appropriate where any event (including 149

150 the events as contemplated in the applicable Conditions) occurs and irrespective of, in substitution for, or in addition to the provisions contemplated in the applicable Conditions, provided that such adjustment is: (i) (ii) not materially prejudicial to the interests of the Holders generally (without considering the circumstances of any individual Holder or the tax or other consequences of such adjustment in any particular jurisdiction); or determined by the Issuer in good faith to be appropriate and commercially reasonable. (g) Notice of Determinations. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Holders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment or amendment and of the date from which such adjustment or amendment is effective by publication in accordance with Condition Purchases The Issuer, the Guarantor and/or any of their respective affiliates may at any time purchase CBBCs at any price in the open market or by tender or by private treaty. Any CBBCs so purchased may be held or resold or surrendered for cancellation. 8. Certificates No certificate other than the Global Certificate will be issued in respect of the CBBCs. 9. Meetings of Holders; Modification (a) Meetings of Holders. The Master Instrument contains provisions for convening meetings of the Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Master Instrument) of a modification of the provisions of the CBBCs or of the Master Instrument. Any resolution to be passed in a meeting of the Holders shall be decided by poll. Such a meeting may be convened by the Issuer or by Holders holding not less than 10 per cent. of the CBBCs for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the CBBCs for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Holders whatever the number of CBBCs so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Holders as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Holders, effect any modification of the terms and conditions of the CBBCs or the Master Instrument which, in the opinion of the Issuer, is (i) not materially prejudicial to the interests of the Holders generally (without considering the 150

151 circumstances of any individual Holder or the tax or other consequences of such modification in any particular jurisdiction); (ii) of a formal, minor or technical nature; (iii) made to correct a manifest error; or (iv) necessary in order to comply with mandatory provisions of the laws and regulations of Hong Kong. Any such modification shall be binding on the Holders and shall be notified to them before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition Notices All notices to Holders will be validly given if disseminated through the facilities of the Stock Exchange including publication on the website of Hong Kong Exchanges and Clearing Limited and such notice shall be deemed to have been given on the date of publication on such website. In such circumstances, the Issuer shall not be required to give notice to the Holders in any other manner. 11. Termination or Liquidation (a) (b) In the event of a Termination or liquidation or dissolution of the trustee of the Trust (including any successor trustee appointed from time to time) ( Trustee ) (in its capacity as trustee of the Trust) or the appointment of a liquidator or receiver or administrator or analogous person under Hong Kong or other applicable law in respect of the whole or substantially the whole of the Trustee s undertaking, property or assets, all unexercised CBBCs will lapse and shall cease to be valid for any purpose. In the case of a Termination, the unexercised CBBCs will lapse and shall cease to be valid for any purpose on the effective date of the Termination, in the case of voluntary liquidation, on the effective date of the relevant resolution and, in the case of an involuntary liquidation or dissolution, on the date of the relevant court order or, in the case of the appointment of a liquidator or receiver or administrator or analogous person under any applicable law in respect of the whole or substantially the whole of the Trustee s undertaking, property or assets, on the date when such appointment is effective but subject (in any such case) to any contrary mandatory requirement of law. For the purpose of this Condition 11, Termination means (a) the Trust is terminated, or the Trustee or the manager of the Trust (including any successor manager appointed from time to time) ( Manager ) is required to terminate the Trust under the trust deed ( Trust Deed ) constituting the Trust or applicable law, or the termination of the Trust commences; (b) the Trust is held or is conceded by the Trustee or the Manager not to have been constituted or to have been imperfectly constituted; (c) the Trustee ceases to be authorised under the Trust to hold the property of the Trust in its name and perform its obligations under the Trust Deed; or (d) the Trust ceases to be authorised as an authorised collective investment scheme under the Securities and Futures Ordinance (Cap. 571, The Laws of Hong Kong). 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Holders, to create and issue further callable bull/bear contracts so as to form a single series with the CBBCs. 13. Delisting (a) If at any time the Units cease to be listed on the Stock Exchange, the Issuer shall give effect to these Conditions in such manner and make such adjustments and amendments to the rights attaching to the CBBCs as it shall, in its absolute discretion, consider appropriate to ensure, so far 151

152 as it is reasonably able to do so, that the interests of the Holders generally are not materially prejudiced as a consequence of such delisting (without considering the individual circumstances of any Holder or the tax or other consequences that may result in any particular jurisdiction). (b) (c) Without prejudice to the generality of Condition 13(a), where the Units are, or, upon the delisting, become, listed on any other stock exchange, these Conditions may, in the absolute discretion of the Issuer, be amended to the extent necessary to allow for the substitution of that other stock exchange in place of the Stock Exchange and the Issuer may, without the consent of the Holders, make such adjustments to the entitlements of Holders on exercise (including, if appropriate, by converting foreign currency amounts at prevailing market rates into the relevant currency) as may be appropriate in the circumstances. The Issuer shall determine, in its absolute discretion, any adjustment or amendment in accordance with this Condition 13 and its determination shall be conclusive and binding on the Holders save in the case of manifest error. Notice of any adjustments or amendments shall be given to the Holders in accordance with Condition 10 as soon as practicable after they are determined. 14. Good Faith and Commercially Reasonable Manner Any exercise of discretion by the Issuer under these Conditions will be made in good faith and in a commercially reasonable manner. 15. Governing Law The CBBCs, the Master Instrument, the Guarantee and these Conditions will be governed by and construed in accordance with the laws of Hong Kong. The Issuer, the Guarantor and each Holder (by its purchase of the CBBCs) shall be deemed to have submitted for all purposes in connection with the CBBCs, the Master Instrument, the Guarantee and these Conditions to the non-exclusive jurisdiction of the courts of Hong Kong. 16. Language A Chinese translation of these Conditions is available upon request during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of SG Securities (HK) Limited as set out below. In the event of any inconsistency between the English version and the Chinese translation of these Conditions, the English version of these Conditions shall prevail and be governing. 17. Prescription Claims against the Issuer for payment of any amount in respect of the CBBCs will become void unless made within ten years of the MCE Termination Date or the Expiry Date (as the case may be) and, thereafter, any sums payable in respect of such CBBCs shall be forfeited and shall revert to the Issuer. SG Securities (HK) Limited: Level 38 Three Pacific Place 1 Queen s Road East Hong Kong 152

153 APPENDIX 3 - OUR FINANCIAL INFORMATION Our annual financial statements (together with financial statements IFRS & Appendix ) for the year ended 31 December 2012 and our Independent Auditors report 153

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