SG93 FTSE 100 Defensive Autocall 7.30% Warrant Linked Note GLOBAL EQUITY FLOW

Transcription

1 SG93 FTSE 100 Defensive Autocall 7.30% Warrant Linked Note GLOBAL EQUITY FLOW CONTACT INFORMATION SG Listed Products Team Global Equity Flow London

2 Indicative Terms and Conditions This product is issued under and is subject to the terms and conditions of the Base Prospectus dated 29 April 2013, as supplemented from time to time (together the Programme ) and the applicable Final Terms. The Programme is available on the website or simply upon request. Part A CONTRACTUAL TERMS Issuer: SG Issuer Guarantor: Société Générale (Moody's A2, Standard & Poor s A, Fitch A) Specified Currency or Currencies: GBP Aggregate Nominal Amount: - Tranche: GBP 20,000,000 - Series: GBP 20,000,000 Issue Price: 100% of the Aggregate Nominal Amount Specified Denomination(s): GBP 100 Calculation Amount GBP 100 Issue Date (DD/MM/YYYY) Interest Commencement Date: (DD/MM/YYYY) Maturity Date: (DD/MM/YYYY) Governing law: Type of Structured Notes: 20/11/ /12/2019 English law Warrant Linked Notes The provisions of the following Additional Terms and Conditions apply: Additional Terms and Conditions for Warrant Linked Notes Reference of the Product: Such Additional Terms and Conditions contain, amongst others, the provisions for determining any amount where calculation is impossible or impracticable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE Fixed Rate Note Provisions

3 Floating Rate Note Provisions Structured Interest Note Provisions PROVISIONS RELATING TO REDEMPTION Redemption at the option of the Issuer: Redemption at the option of the Noteholders: Automatic Early Redemption: Automatic Early Redemption Amount(s): Applicable Unless previously redeemed, if an Automatic Early Redemption Event has occurred, then the Issuer shall redeem early the Notes on Automatic Early Redemption Date(i) (i from 1 to 5) in accordance with the following provisions in respect of each Note: Automatic Early Redemption Amount(i) = Calculation Amount x (Warrant Value Exercise(i) / Warrant Value Initial) Where: Warrant Value Initial means the Warrant Value on Valuation Date(0) as determined by the Calculation Agent Warrant Value Final means the Warrant Value on Valuation Date(1) as determined by the Calculation Agent. Warrant Value Exercise (i) (i from 1 to 5) means the market value of the Warrant on the Automatic Early Redemption Valuation Date(i), as determined by the Calculation Agent. Automatic Early Redemption Event Automatic Early Redemption Date(s): (DD/MM/YYYY) Final Redemption Amount Means in respect of the Notes that the Warrant becomes capable of being exercised early within a one month period following the Automatic Early Redemption Valuation Date(i) Automatic Early Redemption Date(i) (i from 1 to 5 ): 11/12/2014 (i=1) 11/12/2015 (i=2) 12/12/2016 (i=3) 11/12/2017 (i=4) 11/12/2018 (i=5) Unless previously redeemed, the Issuer shall redeem the Notes on the Maturity Date, in accordance with the following provisions in respect of each Note: Calculation Amount x (Warrant Value Final / Warrant Value Initial)

4 PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY Underlying(s): The following Warrant as defined below: Warrant Issuer ISIN Code Category Exchange SGA Société Générale Acceptance N.V. CWN8141H7125 European Call Warrant Luxembourg MTF DEFINITIONS APPLICABLE TO INTEREST (IF ANY), REDEMPTION AND THE UNDERLYING(S) IF ANY Definitions relating to date(s): Applicable Valuation Date(0): 04/12/2013 Valuation Date(1): 04/12/2019 Automatic Early Redemption Valuation Date(i): (i from 1 to 5) 04/12/2014 ; (i=1) 04/12/2015 ; (i=2) 05/12/2016 ; (i=3) 04/12/2017 ; (i=4) 04/12/2018 ; (i=5) Definitions relating to the product: Not applicable PART B OTHER INFORMATION Listing: London Stock Exchange Listing Date: 20/11/2013 Public Offer Jurisdiction(s): ISIN Code: SEDOL Code: Epic Code: Clearing System(s): Governing Law: Calculation Agent: Paying Agent: Form: Not applicable JE00BGFBKV01 BGFBKV0 SG93 Euroclear UK & Ireland Limited (CREST) English Law Société Générale COMPUTERSHARE INVESTOR SERVICES (JERSEY) LIMITED EUI Agent's specified office: Queensway House Hilgrove Street, St Helier, Jersey JE1 1ES Dematerialised Uncertificated Notes in book-entry form issued,

5 cleared and settled through Euroclear UK & Ireland Limited (CREST). CREST Depositary Interest / Direct CREST Settlement Minimum Investment in the Notes: ECB Eligibility: GBP 100 (i.e. 1 Note) Trigger redemption at the option of the Issuer: Applicable as per Condition 5.6 MISCELLANEOUS Launch Date 14/11/2013 Capital guarantee US Selling Restrictions Payment Business Day Financial Centre(s): Secondary Market Commissions and other Remunerations No Permanent Restriction Following Payment Business Day London Société Générale or its affiliates ensure a secondary market daily during the life of the product with a maximum bid-offer spread of 2%, under normal market conditions. DISCLAIMERS IMPORTANT WARNING: Investors must read carefully the information provided in the section "Important information for investors" of the terms and conditions. In particular, the attention of the investors is drawn to the following: Credit risk: By acquiring the product, the investor takes a credit risk on the issuer and its guarantor (if any), i.e. the issuer s and/or guarantor s insolvency may result in the partial or total loss of the invested amount. For credit derivative transactions or credit linked notes, investors will also be exposed to the credit risk of the reference entity(ies) mentioned in such product, i.e. the reference entity(ies) insolvency may result in the partial or total loss of the invested amount. The redemption value of the product described herein may be less than the amount initially invested. In a worst case scenario, investors could sustain the loss of their entire investment. U.S. permanent selling restrictions THE NOTES DESCRIBED HEREIN ARE DESIGNATED AS PERMANENTLY RESTRICTED NOTES. AS A RESULT, THEY MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON (AS DEFINED IN REGULATION S) AND ACCORDINGLY ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS IN RELIANCE OF REGULATION S. BY ITS PURCHASE OF A NOTE, EACH PURCHASER WILL BE DEEMED OR REQUIRED, AS THE CASE MAY BE, TO HAVE AGREED THAT IT MAY NOT RESELL OR OTHERWISE TRANSFER ANY NOTE HELD BY IT, EXCEPT OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON.

6 IMPORTANT INFORMATION FOR INVESTORS The terms and conditions are indicative and may change with market fluctuations. Prior to investing in the product, investors should seek independent financial, tax, accounting and legal advice. For the products benefiting from a guarantee by Société Générale or by any other entity of the Société Générale group (hereinafter referred to as the Guarantor ), the due and punctual payment by the principal debtor of any sums owed in respect of these products is guaranteed by the Guarantor, according to the terms and subject to the conditions set forth in such a guarantee, available at the Guarantor s office on request. Consequently, the investor bears a credit risk on the Guarantor. Market risk: the product may at any time be subject to significant price movement which may in certain cases lead to the loss of the entire amount invested. Certain products may include embedded leverage, which amplifies the variation, upwards or downwards, in the value of the underlying instrument(s), which may result, in a worst case scenario, in the partial or total loss of the invested amount. The fluctuations in the marked-to-market value of certain products may require the investor to make provisions or resell the products in whole or in part before maturity, in order to enable the investor to comply with its contractual or regulatory obligations. As a consequence, the investor may have to liquidate these products under unfavourable market conditions, which may result in the partial or total loss of the invested amount. This risk will be even higher if these products include leverage. For certain products, there is no liquid market on which such products can be easily traded, and this may have a material adverse effect on the price at which such products might be sold. As a consequence, the investor may lose part or all of the invested amount. Certain exceptional market circumstances may also have a negative effect on the liquidity of the product, and even render the product entirely illiquid, which may make it impossible to sell the product and result in the partial or total loss of the invested amount. Although there is no general undertaking from Société Générale to buy back, terminate early or propose prices for products during the life of such products, Société Générale may expressly commit to do so on a case by case basis. The performance of this commitment shall depend on (i) general market conditions and (ii) the liquidity conditions of the underlying instrument(s) and, as the case may be, of any other hedging transactions. The price of such products (in particular, the bid/offer spread that Société Générale may propose from time to time for the repurchase or early termination of such products) will include, inter alia, the hedging and/or unwinding costs generated by such a buy back for Société Générale. Société Générale and/or its subsidiaries cannot assume any responsibility for such consequences and for their impact on the transactions relating to, or investment into, the relevant products. In order to take into account the consequences on the product of certain extraordinary events which could affect the underlying instrument(s) of the product, the product s documentation provides for (i) adjustment or substitution mechanisms and, in certain cases, (ii) the early redemption of the product. This may result in losses on the product. The accuracy, completeness or relevance of the information which has been drawn from external sources is not guaranteed although it is drawn from sources reasonably believed to be reliable. Subject to any applicable law, neither Société Générale nor the issuer shall assume any liability in this respect. The value of your investment may fluctuate. When simulated past performance or past performance is displayed, the figures relating thereto refer or relate to past periods and are not a reliable indicator of future results. This also applies to historical market data. When future performance is displayed, the figures relating to future performance are a forecast and are not a reliable indicator of future results. Furthermore, where past performance or simulated past performance relies on figures denominated in a currency other than that of the country of residence of an investor, the return for such investor may increase or decrease as a result of currency fluctuations. Finally, when past or future performance or simulated past performance is displayed, the potential return may also be reduced by the effect of commissions, fees, taxes or other charges borne by the investor. It is each investor s responsibility to ascertain that it is authorised to subscribe, or invest into, this product. The underlying instrument(s) of certain products may not be authorised to be marketed in the country(ies) where such products are offered. The attention of investors is drawn to the fact that the offering of these products in this (these) country(ies) in no way constitutes an offer, or an invitation to make an offer, to subscribe to, or purchase, the underlying instrument(s) in such country(ies). If, under applicable laws and regulations, any person (the Interested Party ) is required to disclose to prospective investors in the product any commission or remuneration that Société Générale and/or the issuer pay(s) to, or receives from, such Interested Party in respect of the product, the Interested Party shall be solely responsible for compliance with such laws and regulations.

7 When the underlying asset(s) is/are quoted and/or expressed in a foreign currency and/or, in the case of an index or an asset basket, it contains components expressed and/or quoted in one or several foreign currency(ies), the value of the investment may increase or decrease as a result of the value of such currency(ies) against the euro or any other currency in which the product is expressed, unless the product includes a currency exchange guarantee. Société Générale is a French credit institution (bank) authorised by the Autorité de Contrôle Prudentiel (the French Prudential Control Authority). This document is issued in the United Kingdom by or through the London Branch of Societe Generale. Societe Generale is a French credit institution (bank) authorised by the Autorité de Contrôle Prudentiel and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available from us on request.

8 6Y GBP November 2013 Call Warrant INDEX LINKED INVESTMENT 6-YEAR GBP Global Equity Flow Strictly Confidential 6 Year Listed Index Linked European Call Warrant Indicative Terms and Conditions of the Warrant

9 IMPORTANT INFORMATION CONTACT INFORMATION SG Listed Products Team Global Equity Flow London Warrants are not suitable for everyone. You should not deal in warrants unless you understand their nature and the extent of your exposure to risk. You should be satisfied that they are suitable for you in light of your circumstances and financial position. This disclaimer cannot disclose all the risks and other significant aspects of warrants. If you are in any doubt you should consult an appropriately qualified financial advisor. This summary is indicative only and may change without notice due to market fluctuations or for any other reason. It does not constitute an offer or commitment by Société Générale or any of its affiliates to enter into a transaction or investment. It is not an attempt to describe all the relevant terms of the transaction or investment referred to herein and, if a transaction or investment is entered into, this summary will be superseded in its entirety by the final documentation, to the exclusion of all prior written and oral communications. Neither Société Générale nor any of its affiliates assumes any responsibility for the contents of this summary, or for any written or oral communications in connection with it or any prospective transaction or investment, regardless of any negligence on their part. Nor does Société Générale or any of its affiliates assume any fiduciary responsibility or liability for any consequences, financial or otherwise arising from any investment arising from this summary. Société Générale makes no representation or warranty regarding any information included in this summary. In particular, where information is based on market data, such information may no longer be accurate as a result of market movements. This does not, however, exclude any liability that may arise under the Financial Services and Markets Act 2000 or any other applicable regulation. Société Générale or any affiliate which offers into enter to a transaction or investment described in this summary is solely as an arm s length contractual counterparty and may not be held responsible for the financial or other consequences that may arise from the subscription or acquisition of any instrument, or entry into any transaction or investment, described in this summary. Société Générale is not acting as an adviser or fiduciary and neither this summary nor any other communications from Société Générale should be treated as constituting financial, investment or other advice, or as a recommendation to enter into any transaction or investment. No employee or agent of Société Générale or any of its affiliates has authority to give any advice or, except as expressly set out in the final documentation for any transaction or investment, make any representations on its behalf in connection with this summary or any prospective transaction or investment. Before entering into any related transaction or investment, recipients of this summary should undertake an independent review of its implications and make their own appraisal of its risks, without relying exclusively on the information they were provided with herein, to determine the suitability of the transaction or investment in the light of their particular objectives. They should consult to the extent necessary their own independent legal, financial, tax, accounting and other professional advisors prior to any subscription, acquisition or other investment or transaction in order to make sure that this product is suitable for, in particular but without limitation to, their legal, financial, tax and accounting situation. Société Générale and its affiliates may have material interests that conflict with the interests of the recipient of this summary. Such an interest may include dealing in the products described in this summary and holding positions in such products and may also include providing services to other persons in connection with such products or related transactions, instruments or investments. Société Générale and its affiliates may also hold material information but will be under no obligation to take it into account or make it available to any person. Entry into the transaction or investment described in this summary may be subject to restrictions applicable to certain persons or in certain jurisdictions. It is the responsibility of recipients of this term sheet to ensure they are authorised to enter into any transaction or investment described herein. Where this summary refers to warrants or securitized derivatives, investors are deemed to be aware of any applicable law regarding the sale of such products in their country of residence and it is the responsibility of any person wishing to take up any entitlement or to make an application hereunder to satisfy himself as to full observance of the laws of the relevant territory in connection therewith, including the obtaining of any government or other consents which may be required, the satisfaction of any other formalities needing to be observed and the payment of any issuance, transfer or other taxes requiring to be paid in such territory. The products or transactions referred to in this summary may be subject to the risk of loss, meaning that an investor may lose some or all of their investment. This is particularly the case where the effect of market movements or changes in the price of an underlying asset on the value of the financial products or transaction are increased by leverage. Past performance is not indicative of future performance. Where so provided in the final documentation, extraordinary events may result in early termination of the transaction or investment or instrument described in these terms or conditions or in adjustments or substitutions being effected in relation to the terms of such transaction, investment or instrument. This summary is confidential and may not be shown to any other person (with the exception of the recipient s professional advisors on the condition that they themselves respect the confidential nature of this summary) without the prior written consent of Société Générale. This document is issued in the United Kingdom by or through the London Branch of Societe Generale. Societe Generale is a French credit institution (bank) authorised by the Autorité de Contrôle Prudentiel and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our

10 authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available from us on request. FTSE 100 Index All rights in the FTSE 100 Index and FTSE 250 Index vest in FTSE International Limited ( FTSE ). FTSE is a trade mark of the London Stock Exchange Group companies and is used by FTSE under licence. The product has been developed solely by the licensee. The Index is calculated by FTSE or its agent. FTSE and its licensors are not connected to and do not sponsor, advise, recommend, endorse or promote the Product and do not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Product. FTSE makes no claim, prediction, warranty or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by licensee.

11 INDICATIVE SUMMARY OF THE CALL WARRANT (THE WARRANT ) For Marketing Purposes Only This document is subject to the Final Terms of the Warrant (the Final Terms ) and the SGA Société Générale Acceptance N.V. Base Prospectus dated 24 July 2013 and any supplements thereto Further information can be obtained upon request from the Issuer In case of discrepancies between this Summary and the Final Terms, the Final Terms will prevail. This is a non-exhaustive and limited summary of the Warrants. Further information on the Warrants can be obtained upon request from the Issuer. The Warrants shall be Index Linked Physical Delivery European Call Warrants governed by English Law, issued by SGA Société Générale Acceptance N.V. and guaranteed by Société Générale. The Warrants shall be listed on the official list of the Luxembourg Stock Exchange. (ISIN: CWN8141H7125) The Warrants shall be issued with an issue price of GBP 1,000 (the Notional Amount ) each and shall be denominated in GBP. The following summary provides an indication of the economic return in respect of the Warrants: Type of Warrants: European The Warrants are Call Warrants The Warrants are Index Linked Warrants The Warrants are Formula-Linked Warrants The provisions of the following Additional Terms and Conditions apply: Reference of the Product: PROVISIONS RELATING TO SETTLEMENT Additional Terms and Conditions relating to Formulae Additional Terms and Conditions for Index Linked Warrants Such Additional Terms and Conditions contain, amongst others, the provisions for determining any amount where calculation is impossible or impracticable (Athena. Apollon), as described in the Additional Terms and Conditions relating to Formulae. Final Settlement Price: Condition shall apply in conjunction with Condition , Option 1 (Final Barrier only) of the Additional Terms and Conditions relating to Formulae, as follows: Unless an Early Expiration Event has previously occurred, the Final Settlement Price of one Warrant shall be an amount calculated in accordance with the following formulae: Scenario 1: If on the Final Valuation Date, Performance(6) is higher than or equal to -25%, then: Final Settlement Price = Notional Amount x Product Formula(T) Product Formula(T) = 150% + 6 x 7.30% Scenario 2:

12 If on the Final Valuation Date, Performance(6) is lower than -25%, then: Final Settlement Price = Notional Amount x Product Formula(T) Product Formula(T) = 150% + Performance(6) Scenario 2 formula above has been simplified in accordance with Condition 2.3 of the Additional Terms and Conditions relating to Formulae. Event-linked Early Expiration: Applicable in accordance with Condition 5.10 (i) Early Expiration Event: An Early Expiration Event(i) (i from 1 to 5) is deemed to have occurred, as determined by the Calculation Agent, if on a Valuation Date(i), Performance(i) (i from 1 to 5) is higher than or equal to 0%. (ii) (iii) Event-linked Early Settlement Amount: Event-linked Early Settlement Price: Determined in accordance with Condition 5.10 If an Early Expiration Event(i) (i from 1 to 5) occurs then Condition of the Additional Terms and Conditions relating to Formulae shall apply as follows: Early Settlement Price(i) = Notional Amount x Product Formula(i) Product Formula(i) = 150% + [i x 7.30%] PROVISIONS RELATING TO THE UNDERLYING(S) IF ANY (i) Underlying(s): The following Index as defined below: Index Name Bloomberg Code Reuters Code Index Sponsor Exchange Related Exchange Website FTSE 100 INDEX UKX Index.FTSE FTSE Limited London Stock Exchange LIFFE (ii) Information relating to the past and future performances of the Underlying(s): (iii) Other information relating to the Underlying(s): Information relating to the performance of the Underlying is available on the relevant Bloomberg and Reuters pages specified above. The FTSE 100 Index is the London Stock Exchange's main leading share index. The FTSE 100 Index consists of the 100 most highly capitalised companies traded on the London Stock Exchange. The FTSE 100 Index is capitalisation-weighted price index. Information or summaries of information included herein with respect to the Underlying(s), has been extracted from general databases released publicly or by any other available information. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published, no facts have been omitted which would render the reproduced information inaccurate or misleading. DEFINITIONS (i) Definitions relating to date(s): Applicable Valuation Date(0) or Initial Valuation 04/12/2013

13 Date Valuation Date(6) or Final Valuation Date Valuation Date(i) (i from 1 to 5) 04/12/ /12/2014 ; (i=1) 04/12/2015 ; (i=2) 05/12/2016 ; (i=3) 04/12/2017 ; (i=4) 04/12/2018 ; (i=5) (ii) Definitions relating to the product: S(i) (i from 0 to 6) Performance(i) (i from 1 to 6) Each as adjusted in accordance with the definition of Payment Business Day set out in the relevant Final Terms. As specified in Condition 4.0 of the Additional Terms and Conditions relating to Formulae and Condition 1 of the Additional Terms and Conditions for Index Linked Warrants as follows: Means in respect of the Underlying and Valuation Date(i), the Closing Price of the Underlying published and announced by the Index Sponsor on Valuation Date(i). (S(i) / S(0)) 100% Calculation Agent: Secondary Market Société Générale Société Générale or an entity of the Société Générale group will ensure a secondary market daily during the life of the product with a maximum bid-offer spread of 2%, under normal market conditions.