Deferred Purchase Agreements linked to a basket of Australian shares

Transcription

1 SG / SG Option Europe Deferred Purchase Agreements linked to a basket of Australian shares AUD Autocall Fixed Coupon USD Autocall Fixed Coupon Product Disclosure Statement Dated 15 th June 2015 Issued by SG Option Europe ARBN and Guaranteed by Societe Generale ARBN Arranged by Societe Generale Securities Australia Pty Ltd (ACN ) (AFSL )

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3 Important Information This Product Disclosure Statement ("PDS") is for the offer of an agreement to purchase fully paid ordinary shares in BHP Billiton Limited ( BHP or "Delivery Assets") on certain terms including deferred delivery. This PDS is dated 15th June and is issued by SG Option Europe (ARBN ) ("SGOE" or "Issuer") and guaranteed by Societe Generale (ARBN ) ( Guarantor ) and arranged by Societe Generale Securities Australia Pty Ltd (ACN , AFSLNo ) ("SGSAPL" or "Arranger") pursuant to section 911A(2)(b) of the Corporations Act. Pursuant to section 911A(2)(b), the Issuer will issue the Units in accordance with the offer made by the Arranger. This PDS has not been lodged, and is not required to be lodged with the Australian Securities and Investments Commission ("ASIC"). The Issuer will notify ASIC that this PDS is in use in accordance with the Corporations Act. ASIC and its officers take no responsibility for the contents of this PDS. All fees are inclusive of GST. All references to legislation in this PDS are to Australian legislation. Explanations of the tax and other features of the Offer have been provided for Investors and do not take into account investors' individual circumstances. Your Decision to Invest This PDS is an important document which should be read before making a decision to acquire Units. The information in this PDS is general information only and does not take into account your investment objectives, financial situation or particular needs or circumstances. Accordingly, nothing in this PDS is a recommendation by the Issuer or its related entities or by any other person concerning investment in AUD/USD Autocall Fixed Coupon You should not only consider the information in this PDS but also obtain independent financial and taxation advice as to the suitability of an investment in AUD/USD Autocall Fixed Coupon for you. No cooling off rights apply to investments in AUD/USD Autocall Fixed Coupon Potential investors should note that the Issuer has the right, in its discretion, not to proceed with the issue of Units on the Issue Date and will terminate any Units already issued if that occurs. In particular, the Issuer will not proceed with the issue of Units and will terminate any Units already issued if it considers that it and its affiliates have not completed sufficient arrangements for hedging their respective obligations in respect of the Units. If a decision is made not to proceed with the issue of Units and to terminate any Units already issued, the Issuer will return application monies to applicants or investors (as applicable) without interest within 10 Business Days of the scheduled Issue Date. Applications This PDS is available in electronic form from the Issuer s website at If you wish a paper version, please contact your Financial Adviser. If you wish to invest in the Units, you must complete the Application Form attached to this PDS and return it to the Distributor. The Units will only be issued to you upon receipt and acceptance of such Application Form. For Application Forms and instructions on how to apply for Units, refer to the section entitled Application form & Instructions to complete. Investors should contact their adviser, stockbroker or financial planner when making an Application for Units. The Delivery Assets The Delivery Assets you will receive on Maturity will be fully paid in ordinary shares of BHP. Until the Maturity Date you may elect to dispose of the Delivery Assets by utilising the Agency Sale Option as described in the PDS. References in this PDS to the Delivery Assets are included solely for the purposes of identification of the underlying Delivery Asset to which the AUD/USD Autocall Fixed Coupon Units relates. BHP and the ASX have not authorised, and have not been involved in the preparation of, or caused the issue of, this PDS. BHP and the ASX do not take any responsibility for any part of this PDS. Restrictions on Distribution of the PDS If you are printing an electronic copy of this PDS you must print all pages including the Application Form. If you make this PDS available to others, you must give them the entire electronic file or printout, including the Application Form and any additional documents that the Issuer may require from time to time such as identification documents for the purpose of satisfying Australian anti-money laundering legislation. The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), and will not be offered or sold in the United States or to, or for the benefit of U.S. persons unless the Units are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Update of information This PDS is current as at 15th June Information in this document is subject to change from time to time, for example the Underlying Shares or Delivery Assets may be altered in some circumstances (refer to the Risk Factors section). To the extent that the change is not materially adverse to investors, it may be updated by the Issuer posting a notice of the change on the Issuer's website at Definitions Certain capitalised expressions used in this PDS are as defined in the Glossary or in the Term Sheet. 1

4 2 MLI LOOKBACK The Issuer SG Option Europe is a wholly owned subsidiary of Societe Generale established under French law and incorporated in France as a limited liability corporation (societe anonyme) with registration number (No RCS). Its head office is located at 17 Cours Valmy, Puteaux, France. The Issuer s principal activity is to carry out trading activities on derivatives contracts on shares and indices traded on the regulated markets. The obligations of the Issuer to pay sums and to deliver amounts and assets (including the Delivery Parcel) in respect of the Units are guaranteed by Societe Generale (the Guarantor ) subject to certain qualifications see section 8 of this PDS for further details on the Guarantee. The Issuer is not an Authorised Deposit-Taking Institution under the Banking Act 1959 (Cth). The obligations of the Issuer under the Units and the Guarantor under the Guarantee do not represent deposit obligations of the Issuer or the Guarantor and will not be covered by the depositor protection provisions set out in Division 2 of the Banking Act 1959 (Cth), as these provisions do not apply to the Issuer or the Guarantor. The Guarantor Societe Generale is a public limited liability company (société anonyme) established under French law and has the status of a bank. Its registered office is located at 29, boulevard Haussmann, Paris, France. The Guarantor is not an Authorised Deposit-Taking Institution under the Australian Banking Act 1959 (Cth). Societe Generale is one of the leading financial services groups in Europe. Based on a diversified universal banking model, the Group combines financial strength with a strategy of sustainable growth, putting its resources to work to finance the economy and its customers plans. With a presence in 76 countries, including a solid position in Europe and a presence in countries with strong potential, 148,000 employees in the Group and its subsidiaries support 30 million individual customers, large corporates and institutional investors worldwide by offering a wide range of advisory services and tailored financial solutions. The Group relies on three complementary core businesses: French Retail Banking, which encompasses the Societe Generale, Crédit du Nord and Boursorama brands. Each offers a full range of financial services with multi-channel products; International Retail Banking, Financial Services and Insurance, with networks in developing regions and specialised businesses Corporate and Investment Banking, Private Banking, Asset and Wealth Management and Securities Services, which offer acknowledged expertise, key international positions and integrated solutions. Returns not guaranteed An investment in Units is not capital protected and returns are not guaranteed. In fact, you could lose your Total Investment Amount. Neither the Issuer nor any of their associates or subsidiaries provides capital protection in respect of the Units or guarantees any return on your investment in the Units or any gain. Please refer to Section 4 "Risks" in this PDS for further information. Superannuation fund investors Superannuation funds can invest in Units. Superannuation fund investors should take particular note of the representations and warranties they make when investing see clause 15.2 in Section 11 "Terms of the Deferred Purchase Agreement" of this PDS. Nature of Units Please note "Units" when used in this PDS means an agreement to buy a Delivery Asset between the Issuer and the Investor pursuant to the Deferred Purchase Agreement. It is not a unit in a managed investment scheme. The Units are securities under the Corporations Act. Please refer to the Issuer s website for further information in this regard at or contact your Financial Adviser. 2

5 3 MLI LOOKBACK Table of contents Section 1 - Overview of the Units... 4 Section 2 - Term Sheet Section 3 - Worked examples Section 4 - Risks Section 5 - What happens at Maturity? Section 6 - Sale of Units before Maturity Section 7 - Description of the Parties to the Offer Section 8 - Description of the Guarantee Section 9 - Taxation Summary Section 10 - Additional Information Section 11 - Terms of the Deferred Purchase Agreement Section 12 - Glossary Application Form & Instructions to complete Instructions for Investor Sale Form Investor Sale Form Directory

6 4 MLI LOOKBACK Section 1 - Overview of the Units The information in this section is qualified in its entirety by the more detailed explanations set out elsewhere in this PDS, and, in particular Section 11 "Terms of the Deferred Purchase Agreements" of this PDS. Each Unit is a Deferred Purchase Agreement entered into by the Issuer and the Investor. The Units are an investment that provides investors with exposure to the performance of a basket of four Australian Securities Exchange ( ASX ) listed shares for an investment term of 3 years, a quarterly Automatic Early Redemption Feature after the first year and a quarterly coupon payment. There are separate AUD and USD Autocall Fixed Coupon of Units offered under this PDS with differences as follows: 1) AUD Autocall Fixed Coupon applicants apply in Australian dollars and all subsequent payments are made in Australian dollars. 2) USD Autocall Fixed Coupon applicants apply in US dollars and all subsequent payments are made in US dollars. Throughout this PDS, where a reference is specifically to Australian dollars, it will be denoted A$ or AUD. Where a reference is specifically to US dollars, it will be denoted US$ or USD. Where the reference applies equally to A$ or US$, it will simply be denoted $. As a holder of the Units, your exposure to the Underlying Shares up to the Final Valuation Date is akin to a derivative exposure and you will not have any rights that holders of the Underlying Shares may have. The four Underlying Shares in the Basket are: Underlying Share Australia and New Zealand Banking Group Limited Commonwealth Bank of Australia National Australia Bank Limited Bloomberg Code ANZ AT CBA AT NAB AT Description Australia and New Zealand Banking Group Limited is an international bank with activities in general banking, mortgage and instalment lending, life insurance, leasing, hire purchase and general finance. ANZ also provides international and investment banking, investment and portfolio management and advisory services, nominee and custodian services, stock broking and executor and trustee services. For more information, please go to Commonwealth Bank of Australia provides banking, life insurance and related services for individuals, small businesses and medium sized commercial enterprises. The Bank provides corporate and general banking, international financing, institutional banking and stock broking and funds management such as superannuation product. For more information, please go to National Australia Bank Limited is an international banking group which operates in Australia, New Zealand, Europe, Asia and the United States. The Group offers banking services, credit and access card facilities, leasing, housing and general finance, international and investment banking, wealth and funds management, life insurance and custodian, trustee and nominee services. For more information, please go to 4

7 5 MLI LOOKBACK Westpac Banking Corporation WBC AT Westpac Banking Corporation offers general and savings banking services. The Company provides investment portfolio management and advice, insurance services, consumer finance, and money market services among other services. Westpac Banking Corp. serves individuals, businesses, and corporations worldwide. For more information, please go to The four Underlying Shares together comprise the Basket on the Strike Date. You can obtain price information for the Underlying Shares by referring to the websites listed above, or by contacting your Financial Adviser. The return on investment is based on the Final Value of the Units and the Coupon Amounts. The Final Value will depend on: (a) whether the Units are subject to an Automatic Early Redemption; and (b) the performance of the Worst Performing Underlying Share. The Units will mature early if an Automatic Early Redemption Event (as described below) occurs. Coupon Amount Each Unit will pay a fixed Coupon Amount on each quarterly Coupon Payment Date. The total Coupon Amounts received by an Investor on any Coupon Payment Date will be calculated as follows: Total Coupon Amount = Coupon Amount per Unit x Number of Units held Coupon Amount per Unit = AUD Autocall Fixed Coupon AUD USD Autocall Fixed Coupon USD Based on the above Coupon Amount, on an annual basis the Coupon Amount per Unit would be as follows: AUD Autocall Fixed Coupon AUD USD Autocall Fixed Coupon USD The final Coupon Amount is due on the Maturity Date. Investors should note that the above Coupon Amounts are indicative. The actual Coupon Amount will be set by the Issuer on the Strike Date. The Offer will not proceed if the Issuer is unable to set a Coupon Rate that is greater than or equal to the Coupon Rate specified above. Final Value The Final Value of your Units will depend upon whether or not a Knock-In Event occurs, which is determined by the performance of the Underlying Shares in the Basket. 5

8 6 MLI LOOKBACK Knock-In Event A Knock-In Event occurs if, on the Final Valuation Date, the Final Price of the Worst Performing Underlying is at or below its Knock-In Price. The Knock-In Price for each Underlying Share will be set on the Strike Date at 50% of the Initial Price for that Underlying Share. Therefore, for Investors who hold their Units to Maturity, unless the Closing Price of one or more of the Underlying Shares has fallen by 50% or more on the Final Valuation Date, the Units are protected from the negative performance of the Underlying Shares. The Issuer will set the Initial Price for each Underlying Share on the Strike Date using the Closing Price of each Underlying Share on that date. The Issuer will notify investors of Knock-In Price for each Underlying Share in their Confirmation Notice. 1. If no Knock-In Event occurs on the Final Valuation Date If no Knock-In Event occurs on the Final Valuation Date, the Final Value of your Units will be equal to $1.00 per Unit. Please note that even if the prices for all of the Underlying Shares are equal to or above their Initial Prices on the Maturity Date, the Final Value will equal $1.00 at Maturity. That is, you will not participate in any positive performance of the Underlying Shares above their Initial Price. 2. If a Knock-In Event occurs on the Final Valuation Date If a Knock-In Event does occur on the Final Valuation Date, the Final Value of your Units will be adjusted so that you will be exposed to the negative performance of the Worst Performing Underlying at Maturity. If a Knock-In Event occurs, instead of the Final Value equalling $1.00 at Maturity, it will only be a portion of the Issue Price to reflect the negative performance of the lowest performing Underlying Share at Maturity. Importantly this also means that the Final Value will be zero if the Closing Price of the Worst Performing Underlying Share has fallen by 100% between the Strike Date and the Maturity Date. Note that there is no capital protection, principal protection or guarantee of financial return on an investment in the Units. Investors may lose their Total Investment Amount. At Maturity, your exposure to the Underlying Shares that comprise the Basket ends. Unless you elect otherwise the Issuer will deliver the Delivery Parcel equal in value to the Final Value of all the Units comprising your investment (less Costs and Taxes, if any) on the Settlement Date. After the Settlement Date, you will have no exposure to the Underlying Shares and will only have exposure to the Delivery Assets. Automatic Early Redemption Event An Automatic Early Redemption Event occurs if the Closing Prices of ALL Underlying Shares on a Valuation Date are at or above their respective Barrier Prices (which are set at 100% of the respective Initial Prices). Upon such occurrence, the Units will mature at an Early Maturity Value of $1.00 per Unit plus an amount equal to the Coupon Amount that would have been payable in respect of the Coupon Payment Date immediately after the Valuation Date on which the Automatic Early Redemption Event occurred. An Automatic Early Redemption Event may occur on each Valuation Date (specified in Section 2 "Term Sheet"). The first Valuation Date is one year after the Strike Date and quarterly thereafter. If an Automatic Early Redemption Event occurs on a Valuation Date, the Units will mature. Your exposure to the Underlying Shares in the Basket ends and you will not be entitled to any future Coupons. This means that if an 6

9 7 MLI LOOKBACK Automatic Early Redemption Event occurs on Valuation Date (4), the Units will mature as early as one year after the Strike Date. Following an Automatic Early Redemption Event, the Issuer will deliver the Delivery Parcel equal in value to the Early Maturity Value of all the Units comprising your investment (less Cost and Taxes, if any) on the Settlement Date and your investment will terminate on that date. If an Automatic Early Redemption Event does not occur on any of the Valuation Dates, the Units will terminate on the Final Valuation Date and the Final Value will be calculated as set out under "Final Value" above and will depend on whether or not a Knock-In Event has occurred. What do I receive at Maturity? By investing in the Units, you agree to purchase the Delivery Parcel from the Issuer which consists of ordinary fully paid shares in BHP (ASX code: BHP AT) (the Delivery Asset ). The value of the Delivery Assets you receive from the Issuer will equal the Final Value of your Units less any Costs and Taxes. As at the date of this PDS, the Issuer does not expect there to be any Costs and Taxes. There will be no delivery of Delivery Assets if the Final Value of the Units is zero. At Maturity, your exposure to the Underlying Shares that comprise the Basket ends. Unless you elect otherwise the Issuer will deliver the Delivery Parcel equal in value to the Final Value of all the Units comprising your investment (less Costs and Taxes, if any) on the Settlement Date. After the Settlement Date, you will have no exposure to the Underlying Shares and will only have exposure to the Delivery Assets. You will need to consider whether the Delivery Assets are a suitable investment for you at the time that the Units mature. The Delivery Asset will be ordinary fully paid shares in BHP. You should note that in certain circumstances (for example where it is not possible or efficient to obtain or transfer one or more of the intended Delivery Assets), the Issuer has the discretion to delay delivery of, or substitute, the Delivery Assets, which means that you will receive the substituted delivery assets rather than ordinary fully paid shares in BHP. The Issuer may elect to substitute the Delivery Assets where the Issuer is unable to transfer the Delivery Assets because there is a Suspension from trading, due to internal restrictions in relation to the Issuer or where the cost to transfer the Delivery Assets is prohibitively high or it is not otherwise reasonably practicable to transfer the Delivery Assets. The substituted delivery assets can be any ASX-listed security that is a constituent of the S&P/ASX 200 Index. You should take this into consideration when deciding whether to purchase this product. Once the Units mature and you receive the Delivery Parcel, you will have an investment in the Delivery Asset and will no longer have exposure to the Underlying Shares comprising the Basket. You will automatically receive the Delivery Parcel on the Settlement Date (or as soon as practicable thereafter) unless you elect to sell your Delivery Assets through a special sale facility (the Agency Sale Option ) that the Issuer will offer at Maturity. The Issuer will not charge any brokerage for using this facility. Refer to Section 5 What Happens at Maturity? of this PDS for further details. Sale of Units prior to Maturity? The Units are designed as a buy and hold investment. Investors should be prepared to hold their Units until maturity. However the Issuer will provide Investors with the opportunity to request that the Issuer buys back your Units on a weekly basis. You may request the Issuer to buy back your Units by filling out the Investor Sale Form attached to this PDS, lodging it and filing it with the Distributor. If the Issuer accepts your offer to sell your Units prior to Maturity, then the Issuer will determine the relevant actual price that you will receive for each Unit (the Buy-Back Price ). This price will vary during the Investment Term and will take into account the economic value the Issuer achieves on the unwinding of any securities and derivatives it has in place to hedge its exposure under the Units (based on several 7

10 8 MLI LOOKBACK factors), and any Break Costs. Since the Buy-Back Price can be less than your Issue Price per Unit you may receive less than your Total Investment Amount when you sell your Units. Details of the actual Buy-Back Price will be notified to Investors by way of a Settlement Notice. The Buy-Back Price will be in AUD for AUD Autocall Fixed Coupon , and will be in USD for USD Autocall Fixed Coupon The Issuer may publish indicative Buy-Back Prices at any time and provide this information to certain market data service providers. Indicative pricing will be available from the market data service providers or by calling the Distributor on the phone number For customers calling from overseas, please use Investors should note that these prices will be indicative only and may be higher or lower than the Buy-Back Price that you will actually receive when you sell your Units. Once the Investor Sale Form is lodged, your request for the Issuer to buy back your Units is irrevocable and the Issuer may accept, reject or hold over your request. Please refer to Section 6 Sale of Units before Maturity for important information on how the Buy-Back Price is determined and how you can make a request to sell your Units. You should also refer to clause 6.3 of the Deferred Purchase Agreement to understand your rights and obligations if you request an Issuer Buy-Back. Who may invest in the Units? An investment in the Units may suit you if: You are seeking quarterly Coupon Amounts; You are willing to bear the risk that the Units will mature early; You believe that the Underlying Shares will be above the Knock-In Price on the Final Valuation Date; An investment in the Units will not suit you if: You are seeking an investment that is capital protected; You are seeking an investment that provides you with upside exposure to the Basket Who is the Issuer of AUD/USD Autocall Fixed Coupon and who is the Guarantor? The Issuer is SG Option Europe, SG Option Europe is a wholly owned subsidiary of Societe Generale established under French law and incorporated in France as a limited liability corporation (societe anonyme) with registration number (No RCS). Its head office is located at 17 Cours Valmy, Puteaux, France. The Issuer s principal activity is to carry out trading activities on derivatives contracts on shares and indices traded on the regulated markets. The obligations of the Issuer to pay sums and to deliver amounts and assets (including the Delivery Parcel) in respect of the Units are guaranteed by Societe Generale (the Guarantor ) subject to certain qualifications see section 8 of this PDS for further details on the Guarantee. The Issuer is not an Authorised Deposit-Taking Institution under the Banking Act 1959 (Cth). The obligations of the Issuer under the Units and the Guarantor under the Guarantee do not represent deposit obligations of the Issuer or the Guarantor and will not be covered by the depositor protection provisions set out in Division 2 of the Banking Act 1959 (Cth), as these provisions do not apply to the Issuer or the Guarantor. Under this Guarantee, if the Issuer does not perform any of its payment or delivery obligations in respect of Units, then the Guarantor will be required to satisfy those obligations or pay such amount on demand to holders of Units. The Guarantee is unconditional and irrevocable and the obligations of the Guarantor under the Guarantee (subject to applicable law) will at all times rank at least equally with all its unsecured and unsubordinated indebtedness and monetary obligations, present and future. For more information please refer to Section 8 "Description of the Guarantee". 8

11 9 MLI LOOKBACK It is important to note that the Guarantee operates in respect of the Issuer's payment and delivery obligations relating to the Units but that it is not a guarantee of the performance of AUD/USD Autocall Fixed Coupon or the performance of the Underlying Shares comprising the Basket or the Delivery Asset. The Guarantor is Societe Generale, a public limited liability company (société anonyme) established under French law and has the status of a bank. Its registered office is located at 29, boulevard Haussmann, Paris, France. The Guarantor is not an Authorised Deposit-Taking Institution under the Banking Act 1959 (Cth). Should you need further details, please refer to Section 7 ( Description of the Parties to the Offer ). Additional information relating to the Issuer and Guarantor may be found at For the Guarantor s financial information please select the Measuring Our Performance tab on the Guarantor s website. Early Maturity of the Units at the election of the Issuer The Units will mature early if an Automatic Early Redemption Event occurs. However, the Issuer has the discretion to nominate certain events as an Early Maturity Event in certain circumstances. If an Early Maturity Event occurs, the Issuer has the discretion to call Early Maturity or to allow the Units to continue. Early Maturity Events generally arise in circumstances which prevent the Issuer being able to hedge or deliver on its obligations under the Terms and conditions of the Units issued under this PDS or where an event occurs in relation to the Underlying Share or issuer of the Underlying Shares and the Issuer is unable to adjust the terms of the Units accordingly. Early Maturity Events could include (but are not limited to): where the Issuer and/or the Guarantor is unable to establish, maintain or unwind its hedging activities in respect of the Units or where there is a materially increased cost of doing this; if the Issuer's Hedge terminates or ends for any reason; where a Change of Law occurs that prevents the normal operation of the Units or results in the Issuer and/or the Guarantor being unable to perform its obligations under the Units because it has become unlawful or illegal to do so or results in the Issuer having to pay additional amounts in relation to the Units; where there is distribution or return of capital, capital raising, buy-back, bonus issue, right issue, scheme of arrangement, compulsory acquisition or other corporate action in relation to a Underlying Share or the Delivery Asset; where an event occurs which would result in the administration, liquidation, winding up or termination or other similar event in respect of the issuer of the Underlying Share or Delivery Asset; and where there is an event which results in the actual or proposed suspension, delisting or removal from quotation of the Underlying Share or Delivery Asset. Please see Section 5 "What happens at Maturity" and particularly clause 5 of Section 11 "Terms of the Deferred Purchase Agreement" in this PDS for more details. The value of your Units on Early Maturity (other than as a result of an Automatic Early Redemption Event) may be less than the Issue Price of $1.00 per Unit even where no Knock-In Event has occurred, and may be zero. If an Early Maturity Event occurs then the Early Maturity Value or Termination Payment (whichever is applicable) as calculated by the Issuer acting in good faith and in a commercially reasonable manner will take into consideration Break Costs. Please refer to "Break Costs" in Section 4 "Risks". 9

12 10 MLI LOOKBACK One of the circumstances in which an Early Maturity Event may be called is termed an Adjustment Event, and a list of these may be found in Section 12 "Glossary". In the case of Adjustment Events, the Issuer will generally seek to adjust the Terms of the Units in a manner consistent with any adjustment or change made to the Issuer's hedging arrangements or to put both it and the Investor in as similar an economic position as reasonably possible as if the Adjustment Event had never occurred. If, in the Issuer's reasonable opinion, it is not possible to do this then the Issuer will look at calling an Early Maturity Event in which case Break Costs may apply and the Issuer will not adjust the Terms in order to put both the Issuer and the Investor in as similar an economic position as if the Adjustment Event had never occurred. Fees and Expenses The Issuer may collect an amount from you in respect of any Adviser Fee and pay it to the Distributor (as specified in your Application Form) on your behalf where permitted by law or where you have authorised the Issuer to do so. If you authorise the payment of the Adviser Fee in your Application Form, it will be deducted from your Total Payment Amount. The maximum Adviser Fee that can be authorised by you is 3.00% of the Total Payment Amount (inclusive of GST). For example, if you agree to pay an Adviser Fee of 3.00% (inclusive of GST) and you invest a Total Payment Amount of $20,000 on the Issue Date, the Issuer will pay $600 of the Total Payment Amount it collects from you to the Distributor. The remaining amount constitutes your Total Investment Amount (i.e. $19,400) which will be used to purchase 20,000 Units at the Issue Price of $0.97. As each Unit is a separate Deferred Purchase Agreement between you and the Issuer, you will have 20,000 separate Deferred Purchase Agreements. The Issuer may earn income and profit from its management of the underlying risk associated with the Units, which does not impact the return Investors receive and is not charged as a fee. The calculation of the Final Value of Units is independent of any income earned by the Issuer. Break Costs may arise in relation to Early Maturity (other than as a result of an Automatic Early Redemption Event) or an Issuer Buy-Back. Break Costs are a component of the calculation of the Buy-Back Price or Early Maturity Value (where no Automatic Early Redemption Event has occurred) and are not a separate charge levied by the Issuer. In practice, the Buy-Back Price will depend on the economic value that the Issuer achieves on the unwinding of any securities or derivatives it has in place to hedge its exposure under the Units and on the quantum of any Break Costs. The economic value that it achieves will be reliant on several factors including but not limited to the prices, dividend yield and volatility of the Underlying Shares, the correlation between price movements of the Underlying Shares, Australian interest rates, US interest rates and the Issuer s credit margin (which will also be affected by the creditworthiness of the Guarantor). The actual size of the impact of these factors on the Buy-Back Price will vary and is not quantifiable at the time you acquire your Units. The Issuer may also incur Break Costs when executing the early unwind, which are costs, expenses and losses suffered by the Issuer as a result of the early termination of the Deferred Purchase Agreement. Such amounts may include, but are not limited to costs incurred in terminating the Issuer s hedge positions (if any), taxes or fees paid that are non-recoverable, administrative costs of processing the early termination, or loss of profits on the terminated positions. These costs will vary over time and may be linked to the economic value that the Issuer achieves on the unwinding of its hedge positions so they cannot be determined with certainty at the time you acquire your Units. Break Costs could be significant and not in the Investors' favour. Investors and their Financial Adviser's can contact the Issuer and request an estimate of the Buy-Back Price that would apply to the buy-back of Units on a weekly basis. The Issuer will provide an estimate of the Buy-Back Price (which will be net of any Break Costs) to Investors to enable them to determine the likely Buy-Back Price if the Investor requests an Issuer Buy-Back. However, the actual Buy-Back Price at which the Issuer will buy-back your Units will only be available on a weekly basis and can only be confirmed when the Issuer Buy-Back is transacted. The actual Buy-Back Price may therefore be different to the estimate provided at an earlier time. The Buy-Back Price will be in AUD for AUD Autocall Fixed Coupon , and will be in USD for USD Autocall Fixed 10

13 11 MLI LOOKBACK Coupon If Units are terminated as a result of an Early Maturity Event then the Early Maturity Value or Termination Payment will be determined in accordance with Clause 5 of Section 11 or the definition of Termination Payment in the Glossary. Risks of an Investment in the Units Some of the key risks of an investment in the Units are: there is no capital protection, principal protection or guarantee of financial return on an investment in the Units. Investors may lose their Total Investment Amount; the Units will mature early if an Automatic Early Redemption Event occurs on a Valuation Date; the market value of the Units will fluctuate between the date you purchase Units and the Final Valuation Date, depending on (without limitation), the prevailing price, dividend yield and volatility of the Underlying Shares and the correlation between price movements of the Underlying Shares and interest rates; the price of the Underlying Shares can go down as well as up; if a Knock-In Event occurs, an Investor will then be exposed to the downside performance of the Worst Performing Underlying; if an Early Maturity occurs (other than as a result of an Automatic Early Redemption Event) or if an Investor sells their Units back to the Issuer prior to Maturity, the Investor may receive less than their Issue Price per Unit and possibly lose their Total Investment Amount even if a Knock-In Event has not occurred; Investors have no exposure to the positive performance of the Underlying Shares. The maximum Final Value (if the Units are held to Maturity) will be the Issue Price, regardless of how well the Underlying Shares in the Basket have performed; the Units are designed as a buy and hold investment. Investors should be prepared to hold their Units until maturity. the Early Maturity Value (other than as a result of an Automatic Early Redemption Event), Buy-Back Price and Termination Payment may be less than the Issue Price and may also be reduced by any related Costs and Taxes, Break Costs, administrative costs and costs of unwinding any hedge incurred by the Issuer on Early Maturity or Issuer Buy-Back, and may be zero. The Break Costs may be significant and may not be in your favour; and the delivery of the Delivery Assets (or the Sale Proceeds if you elect to use the Agency Sale Option) on Maturity and other obligations of the Issuer under the Terms are subject to the creditworthiness of both the Issuer and the Guarantor because the Issuer s obligations under this Deferred Purchase Agreement are guaranteed by the Guarantor. You may lose your entire Total Investment Amount and any unpaid Coupon Amounts if both the Issuer and the Guarantor fail to perform the delivery or payment obligations under the Deferred Purchase Agreement and the Guarantee. More detailed information regarding the Guarantee is set out in Section 8 of this PDS. Further information on the below listed risks as well as other significant risks and other risks which may be applicable to investing in the Units are outlined in Section 4 "Risks". Investors should ensure they have closely read Section 4 "Risks" of this PDS before investing in the Units. 11

14 12 MLI LOOKBACK Section 2 - Term Sheet The following Term Sheet is a summary of the key dates and terms of the Units. However, this section is not intended to be a complete summary of this PDS and you should read the entire PDS before deciding whether or not to invest. The information in this section is qualified in its entirety by the more detailed explanations set out elsewhere in this PDS, in particular Section 11 "Terms of the Deferred Purchase Agreement". Issuer SG Option Europe (ARBN ) Guarantor Societe Generale Arranger Societe Generale Securities Australia Pty Ltd (ACN ) (AFSL No ) Registrar OneVue Product AUD / USD Autocall Fixed Coupon Series AUD / USD Autocall Fixed Coupon Denomination AUD Autocall Fixed Coupon : Australian dollars (AUD) 1.00 Investment Issue Price Minimum Total Payment Amount Offer Period Offer Period Open 15 th of June 2015 Offer Period Close 23 rd of July 2015 USD Autocall Fixed Coupon : United States dollars (USD)1.00 Your agreement to purchase the Delivery Parcel on a deferred basis. The Units are "securities" under the Corporations Act. $0.97 per Unit AUD20,000 or USD20,000 and in increments of 1,000 Units thereafter The period from the Offer Period Open to the Offer Period Close. Completed Application Forms must be received by this time. Cleared funds must be available from the date the Application Form is lodged. Payment Date Payment must be received 2 Business Days before the Strike Date (i.e. July 29 th 2015) The Issuer will only accept payments made by investors after 23 June 2015 Strike Date 31 st of July 2015 Issue Date 31 st of July 2015 or as soon as reasonable practicable thereafter as determined by the Issuer. Final Valuation Date 31 st of July 2018 Maturity Date The Final Valuation Date If an Automatic Early Redemption Event occurs on a Valuation Date, the Units will mature on the relevant Valuation Date. Where an Automatic Early Redemption Event occurs in respect of the Units, investors will still be entitled to the Coupon Amount payable in respect of the Coupon Payment Date immediately following the relevant Valuation Date on which the Automatic Early Redemption Event occurred. Investment Term The Units may also mature early in the case of an Early Maturity Event (in which case no Coupon Amount is payable, and the Final Value will be less than $1.00 and may be zero), and Maturity may be extended in the case of a Market Disruption Event and/or an Early Maturity Event. The Maturity Date may be varied by the Issuer in its discretion. 36 months 12

15 13 MLI LOOKBACK Basket Exchange Fees and Expenses Advisor Fee Coupons Coupons A notional basket of one share (each an "Underlying Share") in each of the following Australian Securities Exchange listed companies: Australia and New Zealand Banking Group Limited (Bloomberg Code: ANZ AT) Commonwealth Bank of Australia (Bloomberg Code: CBA AT) National Australia Bank Limited (Bloomberg Code: NAB AT) Westpac Banking Corporation (Bloomberg Code: WBC AT) Australian Securities Exchange ("ASX") The fee, expressed as a percentage, specified in your Application Form, up to a maximum of 3.00% (inclusive of GST) of the Total Payment Amount to be paid to the Distributor On each Coupon Payment Date, a Coupon Amount will be payable in respect of the Investor's Units. Upon the occurrence of an Automatic Early Redemption Event, the last Coupon Amount will be payable in respect of the Coupon Payment Date immediately following the occurrence of such Automatic Early Redemption Event. Coupon Amount If the Units terminate early for any other reason, no Coupon Amounts will be payable in respect of Coupon Payment Dates that occur on or after the date of termination. In respect of each Coupon Payment Date, the relevant indicative Coupon Amount per Unit is as follows: For AUD Autocall Fixed Coupon : AUD For USD Autocall Fixed Coupon : USD This is the Coupon Amount per Unit that would have applied if the date of this PDS were the issue date ("Coupon Rate"). Total Coupon Amount Applicants should note that this AUD / USD Autocall Fixed Coupon will not proceed if, due to the application of certain factors such as interest rates, Underlying Share prices, volatility of the Underlying Shares and the Guarantor's credit margin, the Issuer is not able to set a Coupon Rate that is greater than or equal to the Minimum Coupon Rate specified above. If this occurs, the Investor will receive a full refund of their Total Payment Amount (without interest). Investors should note that the fee payable to their Adviser will not affect the Coupon Rate. In respect of a Coupon Payment Date means: Total Coupon Amount = Coupon Amount per Unit x Number of Units held 13

16 14 MLI LOOKBACK Coupon Payment Dates The relevant Coupon Payment Date For USD Autocall Fixed Coupon Coupon Payment Date(1) 09-Nov-2015 Coupon Payment Date(2) 08-Feb-2016 Coupon Payment Date(3) 09-May-2016 Coupon Payment Date(4) 08-Aug-2016 Coupon Payment Date(5) 07-Nov-2016 Coupon Payment Date(6) 07-Feb-2017 Coupon Payment Date(7) 08-May-2017 Coupon Payment Date(8) 07-Aug-2017 Coupon Payment Date(9) 07-Nov-2017 Coupon Payment Date(10) 07-Feb-2018 Coupon Payment Date(11) 07-May-2018 Coupon Payment Date(12) 08-Aug-2018 For AUD Autocall Fixed Coupon Coupon Payment Date(1) 09-Nov-2015 Coupon Payment Date(2) 08-Feb-2016 Coupon Payment Date(3) 09-May-2016 Coupon Payment Date(4) 08-Aug-2016 Coupon Payment Date(5) 07-Nov-2016 Coupon Payment Date(6) 07-Feb-2017 Coupon Payment Date(7) 08-May-2017 Coupon Payment Date(8) 08-Aug-2017 Coupon Payment Date(9) 07-Nov-2017 Coupon Payment Date(10) 07-Feb-2018 Coupon Payment Date(11) 07-May-2018 Coupon Payment Date(12) 08-Aug-2018 Automatic Early Redemption Automatic Early Redemption Event An Automatic Early Redemption Event will occur if all the Underlying Shares close at or above their respective Barrier Prices on a Valuation Date. Valuation Dates For AUD and USD Autocall Fixed Coupon : Valuation Date (4) 1-Aug-2016 Valuation Date (5) Valuation Date (6) Valuation Date (7) Valuation Date (8) Valuation Date (9) Valuation Date (10) Valuation Date (11) Valuation Date (12) 31-Oct Jan May Jul Oct Jan Apr Jul

17 15 MLI LOOKBACK Consequences of Automatic Early Redemption Event Barrier Price Maturity If an Automatic Early Redemption Event occurs, the Units will mature on the Valuation Date on which the Automatic Early Redemption Event. Upon the occurrence of an Automatic Early Redemption Event on a Valuation Date, the Units will mature early with an Early Maturity Value of $1.00 per Unit. Investors will also be entitled to receive the Coupon Amount payable in respect of the Coupon Payment Date that occurs immediately after the relevant Valuation Date. In respect of each Underlying Share, 100% of its Initial Price. Final Value a) If a Knock-in Event has not occurred Final Value per Unit = $1.00 b) If a Knock-in Event has occurred Final Value per Unit = $1.00 * (Final Price of the Worst Performing Underlying / Initial Price of the Worst Performing Underlying ) Worst Performing Underlying Performance Initial Price Final Price Closing Price Delivery at Maturity Delivery Parcel Given that the Final Value per Unit is $1.00 per Unit for Investors who hold their Units to Maturity unless a Knock-in Event has occurred, the Final Value of AUD / USD Autocall Fixed Coupon is not impacted by the negative performance of the Basket unless a Knock-In Event has occurred. Therefore, unless the Closing Price of one or more of the Underlying Shares has fallen by 50% or more on the Final Valuation Date, the Units are protected from the negative performance of the Underlying Shares. In respect of any Valuation Date, the Underlying Share which has the lowest positive or highest negative Performance on that day. If more than one Underlying Share has the same lowest Performance on the Valuation Date, the Issuer shall in its sole and absolute discretion select which of the Underlying Shares with the same lowest Performance shall be the Worst Performing Underlying. In respect of each Underlying Share, the value as determined by the Issuer on any Valuation Date in accordance with the following formula: [(Closing Price of the Underlying Share / Initial Price of the Underlying Share) - 1] In respect of each Underlying Share, the Closing Price of such Underlying Share on the Strike Date. In respect of each Underlying Share, the Closing Price of such Underlying Share on the Final Valuation Date. In respect of each Underlying Share, the official closing price of such Underlying Share on the Exchange. Units are physically settled. Unless an Investor elects to use the Agency Sale Option, the Final Value per Unit will be delivered following Maturity in the form of a Delivery Parcel composed of the Delivery Assets. The Delivery Parcel is the number of Delivery Assets to be delivered by the Issuer to you on the Settlement Date as determined by the following formula: [(Final Value per Unit * number of Units) Applicable Costs & Taxes] Average Price for the Delivery Assets Delivery Asset Ordinary fully paid shares in BHP Billiton Limited ( BHP ) (ASX code: BHP AT). Information about the Delivery Asset is available at www. bhpbilliton.com 15

18 16 MLI LOOKBACK Knock-In Event Knock-In Price Knock-in Event Consequences of a Knock-In Event Other details No Listing Risk Factors In respect of each Underlying Share, 50% of its Initial Price. A Knock-In Event occurs if, on the Final Valuation Date, the Final Price of the Worst Performing Underlying is at or below its Knock-In Price If a Knock-In Event occurs, Investors will be exposed to the negative performance of the Worst Performing Underlying. Refer to "Final Value" in Section 1 above for more information. AUD / USD Autocall Fixed Coupon will not be listed or displayed on any securities exchange. Refer to Section 4 "Risks". Investors should note that the dates listed in the table above are indicative only. The Issuer may, in its discretion, extend or shorten the offer period without prior notice. If this happens, the Issue Date, Payment Date, Strike Date, Coupon Payment Dates, Valuation Dates, Offer Period Open, Offer Period Close, Final Valuation Date and any other relevant dates may vary accordingly. If the Issuer extends or shortens the offer period it may post a notice on its website informing Applicants of the changes at: 16

19 17 MLI LOOKBACK Section 3 - Worked examples AUD Autocall Fixed Coupon The following examples are purely hypothetical and are based on the assumptions that (i) you hold 100,000 Units in AUD Autocall Fixed Coupon and (ii) the Units are held to Maturity, Note: The hypothetical underlying prices, performance levels, and potential rates of return shown in the following examples are for your information and for discussion purposes only. They are not representative of any actual return on the Units. The list of scenarios described below is not exhaustive and does not represent the entirety of possible returns on the Units. The Initial Price or the Closing Price of the Underlying Shares on any Valuation Date or the Final Valuation Date, used in this Section are all hypothetical and do not reflect actual or future levels or performances. Initial Parameters At inception, the Initial Price of the 4 Underlyings Shares is set as follows: Underlying / Bloomberg Ticker Underlying Initial Price Australia and New Zealand Banking Group Limited / ANZ AT ( ANZ ) Commonwealth Bank of Australia / CBA AT ( CBA ) Barrier Price (100% of Initial Price) Knock-In Price (50% of Initial Price) Underlying 1 AUD AUD AUD Underlying 2 AUD AUD AUD National Australia Bank Limited / NAB AT ( NAB ) Westpac Banking Corporation / WBC AT ( WBC ) Underlying 3 AUD AUD AUD Underlying 4 AUD AUD AUD Summary of the scenarios: Scenario 1 (An Automatic Early Redemption Event has occurred); Scenario 2 (No Automatic Early Redemption Event and the Final Price of the Worst Performing Underlying is above its Knock-In Price); Scenario 3 (No Automatic Early Redemption Event and the Final Price of the Worst Performing Underlying is at or below its Knock-In Price); 17