APPLICABLE FINAL TERMS. Dated 4 April 2012

Transcription

1 APPLICABLE FINAL TERMS Dated 4 April 2012 SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH acting in its own name but for the account of Société Générale Issue of up to EUR 50,000,000 Notes Series DE3609/12.6, Tranche 1 Unconditionally and irrevocably guaranteed by Société Générale under the 30,000,000,000 Debt Issuance Programme PART A CONTRACTUAL TERMS The Notes are offered to the public in Belgium for subscription from and including 6 April 2012 to and including 1 June 2012, save in the case of early ending or prolongation, as the case may be. Unless stated otherwise herein, capitalised terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth under the heading Terms and Conditions of the Notes (the Conditions ) in the Base Prospectus dated 9 February 2012 (the Base Prospectus) (which (as supplemented by the supplement dated 20 February 2012 (the Supplement)) constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a Member State)). This document constitutes the final terms (the Final Terms) of the Notes (the Notes) described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with this Base Prospectus and any Supplement; provided, however, that to the extent such Supplement (i) is published after these Final Terms have been signed and (ii) provides for any change(s) to the Conditions as set out under the heading Terms and Conditions of the Notes, such change(s) shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Prior to acquiring an interest in the Notes described herein, prospective investors should read and understand the information provided in the Base Prospectus and any Supplement(s) and be aware of the restrictions applicable to the offer and sale of such Notes in the United States or to, or for the account or benefit of, U.S. persons. The Base Prospectus, any Supplement(s) and these Final Terms are available for viewing at Société Générale, Frankfurt am Main branch, Neue Mainzer Strasse 46-50, Frankfurt am Main, Germany and and copies may be obtained free of charge from this address. The provisions of the Technical Annex apply to these Final Terms and such documents shall be read together. In the event of any inconsistency between the Technical Annex and these Final Terms, these Final Terms shall prevail. The terms of these Final Terms complete and vary the Conditions of the Notes set out in the Base Prospectus. The Conditions so completed or varied together with the relevant provisions of these Final Terms will form the Conditions applicable to this Series of Notes (the Completed Conditions). Application will be made to list and admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange. The information included herein with respect to indices and/or formulas comprising, based on or referring to variations in the prices of one or more share(s) in companies, any other equity or non-equity securities, indices, currencies or currency exchange rates, interest rates, dividends, credit risks, fund units, shares in investment companies, term deposits, life insurance contracts, loans, commodities or bond or futures contracts, unit linked features (accounting units) or the occurrence or not of certain events not linked to the Issuer or the Guarantor or a basket thereof or any 1

2 combination thereof to which the Notes are linked (the Underlyings) consists only of extracts from, or summaries of, publicly available information. The Issuer and the Guarantor accept responsibility that such information has been correctly extracted or summarised. No further or other responsibility in respect of such information is accepted by the Issuer and the Guarantor. In particular, the Issuer and the Guarantor and the Dealer accept no responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Underlyings of the Notes or that there has not occurred any event which would affect the accuracy or completeness of such information. No person has been authorised to give any information or to make any representation other than those contained in these Final Terms in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer or the Guarantor. The delivery of these Final Terms at any time does not imply that the information in it is correct as any time subsequent to this date. The purchase of the Notes issued under the Debt Issuance Programme is associated with certain risks. Each prospective investor in Notes must ensure that the complexity and risks inherent in the Notes are suitable for its investment objectives and are appropriate for itself or the size, nature and condition of its business, as the case may be. No person should deal in the Notes unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss. Each prospective purchaser of Notes should consider carefully whether the Notes are suitable for it in the light of its circumstances and financial position. The investor should only invest in the Notes if it is able to understand the Conditions. All investors should be versed in respect of the Notes and should particularly understand and comprehend the yield of the Notes (Leistungsversprechen) promised by the Issuer and the Guarantor in its entirety. If this is not the case, an investment in the Notes is not advised. Prospective investors in Notes should consult their own legal, tax, accountancy and other professional advisers to assist them in determining the suitability of the Notes for them as an investment. 2

3 Form of Conditions Completed 1. (i) Issuer Société Générale Effekten GmbH (ii) Guarantor Société Générale 2. (i) Series Number DE3609/12.6 (ii) Tranche Number 1 3. Specified Currency or Currencies Euro ( EUR ) 4. Aggregate Principal Amount (i) Tranche Up to EUR 50,000,000* but limited to the amount of the subscriptions actually received at the end of the Offer Period. The Aggregate Principal Amount will be determined at the end of the Offer Period and published in accordance with Condition 13(a). (ii) Series Up to EUR 50,000,000* but limited to the amount of the subscriptions actually received at the end of the Offer Period. The Aggregate Principal Amount will be determined at the end of the Offer Period and published in accordance with Condition 13(a). *The actual Aggregate Principal Amount depends on the amount of subscriptions/number of orders received by Société Générale but is subject to a size increase or a (partial) repurchase of Notes limited to the Aggregate Principal Amount mentioned here. 5. Issue Price 100 per cent. of the Aggregate Principal Amount 6. Specified Denomination(s) EUR 1, (i) Issue Date 8 June 2012 (ii) Interest Commencement Date if different from the Issue Date 8. Maturity Date 15 June Interest Basis See paragraphs 15 to 18 below 10. Redemption/Payment Basis See paragraphs 20 to 25 below 3

4 11. Change of Interest Basis or Redemption/Payment Basis See paragraphs 15 to 25 below 12. Call/Put Options See paragraph(s) 21 and/or 22 below 13. Status of the Notes Unsubordinated 14. Method of distribution Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. Structured Note Provisions 19. Dual Currency Note Provisions PROVISIONS RELATING TO PHYSICAL DELIVERY 20. Physical Delivery Note Provisions PROVISIONS RELATING TO REDEMPTION 21. Redemption at the option of the Issuer (other than for Tax Reasons, as specified in Condition 6 (b), if applicable) 22. Redemption at the option of the Noteholders 23. Final Redemption Amount Index Linked (i) Index / Formula (ii) Calculation Agent responsible for calculating the Final Redemption Amount (if not the Agent) See the Schedule As provided in the Technical Annex (iii) Provisions for determining the redemption amount where calculation by reference to Index and/or Formula is impossible or impracticable As provided in the Technical Annex and as the case may be in the Schedule 4

5 24. Maturity Date See paragraph 8 above (i) Specified Maturity Date See paragraph 8 above (ii) Redemption Month 25. Early Redemption Amount(s) payable on redemption due to Tax Reasons or due to an Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions) Market Value 26. Credit Linked Note Provisions PROVISIONS RELATING TO KNOCK-IN/-OUT EVENTS 27. Knock-In/-Out Event(s) GENERAL PROVISIONS APPLICABLE TO THE NOTES 28. Form of Notes Permanent Global Note 29. Payments on Temporary Global Notes Restricted 30. "Payment Business Day" election in accordance with Condition 5(e) or other special provisions relating to Payment Business Days Following Payment Business Day 31. Financial Centre(s) for the purposes of Condition 5(e) As specified in Condition 5(e) 32. Details relating to Partly Paid Notes 33. Details relating to Instalment Notes 34. Redenomination OTHER FINAL TERMS 35. Other final terms See the Schedule NOTICES 36. Means of publication in accordance with Condition 13(a) 5

6 37. Clearing System Delivery Period in accordance with Condition 13(b) PLAN OF DISTRIBUTION AND ALLOTMENT 38. Notification Process for allotted amount 39. Tranche reserved to one of the countries where the Offer is made PLACING AND UNDERWRITING 40. (i) If syndicated, names of Managers (ii) Date of Subscription Agreement (iii) Stabilising Manager (if any) 41. If non-syndicated, name and address of the relevant Dealer Société Générale Tours Société Générale 17, Cours Valmy Paris-La Défense Cedex Total commission and concession There is no commission and/or concession paid by the Issuer to the Dealer or the Managers Société Générale shall pay to the person(s) mentioned below (each an "Interested Party") the following remunerations for the services provided by such Interested Party to Société Générale in the capacity set out below: to Delta Lloyd Bank Belgium as distributor an annual average remuneration (calculated on the basis of the term of the Notes) equal to 0.80% of the amount of Notes effectively placed. 43. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable 44. Additional selling restrictions 6

7 45. Table GOVERNING LAW 46. Governing Law The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, German law. The Guarantee and any non-contractual obligations arising out of or in connection with the Guarantee will be governed by, and shall be construed in accordance with, French law. 7

8 PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for the issue of the Notes and public offer in Belgium and listing and admission to trading on the regulated market of the Luxembourg Stock Exchange described herein by Société Générale Effekten GmbH pursuant to its 30,000,000,000 Debt Issuance Programme for which purpose they are hereby submitted. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms under 5 Sec. (4) German Securities Prospectus Act (Wertpapierprospektgesetz). Information or summaries of information included herein with respect to the Underlying(s) has been extracted or obtained, as the case may be, from general databases released publicly or by any other available information. The Issuer and the Guarantor declare that, to the best of their knowledge, the information contained in these Final Terms is accurate and does not contain any material omissions. Signed on behalf of the Issuer: By: Achim OSWALD Duly authorised By: Günter HAPP Duly authorised Signed on behalf of the Guarantor: By: Achim OSWALD Duly authorised By: Günter HAPP Duly authorised 8

9 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing Application will be made to list the Notes on the regulated market of the Luxembourg Stock Exchange (ii) Admission to trading Application will be made to admit to trading the Notes on the regulated market of the Luxembourg Stock Exchange. 2. RATINGS Ratings The Notes to be issued have not been rated. 3. NOTIFICATION AND AUTHORISATION The Bundesanstalt für Finanzdienstleistungsaufsicht (The BaFin), Germany, has provided the Autorité des Services et marchés financiers (FSMA), Belgium, with a certificate of approval attesting that the Base Prospectus and the Supplement have been drawn up in accordance with the Prospectus Directive. The Issuer and the Guarantor have authorised the use of these Final Terms and the Base Prospectus dated 9 February 2012 by the Dealer/Managers and the entities in charge of the distribution of the Notes (the Distributor[s] and, together with the Dealer/Managers, the Financial Intermediaries) in connection with offers of the Notes to the public in Belgium for the period set out in paragraph 14 below ; being specified that names and addresses of the Distributor[s], if any, are available upon request to the Dealer (specified above in the item 41 of the Part A). 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealer so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Issuer and Société Générale expect to enter into hedging transactions in order to hedge the Issuer's obligations under the Notes. Should any conflicts of interest arise between (i) the responsibilities of Société Générale as Calculation Agent for the Notes and (ii) the responsibilities of Société Générale as counterparty to the above mentioned hedging transactions, the Issuer and Société Générale hereby represent that such conflicts of interest will be resolved in a manner which respects the interests of the Noteholders. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See Use of Proceeds wording in the Base Prospectus (ii) Estimated net proceeds (iii) Estimated total expenses 9

10 (iv) Taxes and other expenses Taxes charged in connection with the subscription, transfer, purchase or holding of the Notes must be paid by the Noteholders and neither the Issuer nor the Guarantor shall have any obligation in relation thereto; in that respect, Noteholders shall consult professional tax advisers to determine the tax regime applicable to their own situation. Other expenses that may be charged to the Noteholders, inter alia by Distributors, in relation to the subscription, transfer, purchase or holding of the Notes, cannot be assessed or influenced by the Issuer or the Guarantor and are usually based on the relevant intermediary's business conditions. 6. YIELD (Fixed Rate Notes only) Indication of yield 7. HISTORIC INTEREST RATES (Floating Rate Notes only) 8. PERFORMANCE OF UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING Under these Notes, the Noteholders will not receive any coupons during the term of the Notes. At maturity, the Noteholders are entitled to receive, in addition to the amount initially invested on the Issue Date (the «Minimum Redemption Amount»), an amount totally linked to the performance of the Underlying(s). The return under these Notes is totally linked to the performance of the Underlying(s): the higher the performance, the higher the return. The return of these Notes is linked to the performances of the Underlying(s) as calculated on predetermined Valuation Dates, and regardless of the level of such Underlying(s) between these dates. As a result, the Closing Price of the Underlying(s) on these dates will affect the value of the Notes more than any other single factor. 9. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) 10. OPERATIONAL INFORMATION (i) ISIN code DE000SG20BM5 (ii) Common code (iii) WKN (Wertpapier Kenn Nummer) SG20BM (iv) Mnemonic code 10

11 (v) Clearing System(s) Clearstream Banking AG, Mergenthalerallee 61, Eschborn, Germany 11. Delivery Delivery against payment 12. Name(s) and address(es) of Additional Paying Agent(s) and Settlement Agent (if any) 13. Address and contact details of Société Générale for all administrative communications relating to the Notes Société Générale Tours Société Générale 17, cours Valmy Paris La Défense Cedex France Telephone: (Hotline) Facsimile: Attention: Equity Derivatives - Client Services Mail: clientsupport-deai@sgcib.com 14. PUBLIC OFFERS This paragraph applies only in respect of any offer of Notes made in any Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (each, a Relevant Member State), where such offer is not made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. (i) Offer Period From and including 6 April 2012 to and including 1 June 2012 in Belgium. (ii) Offer Price The Notes will be offered at the Issue Price increased by fees, if any, as mentioned below. (iii) Conditions to which the Offer is subject Offers of the Notes are conditional on their issue and on any additional conditions set out in the standard terms of business of the Financial Intermediaries, notified to investors by such relevant Financial Intermediaries. (iv) Description of the application process Any application for subscription of the Notes shall be sent to Société Générale (see paragraph 13 of Part B above) or any Financial Intermediary. 11

12 (v) (vi) Details of the minimum and/or maximum amount of application Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants Minimum subscription amount per investor: EUR 1,000 Maximum subscription amount per investor: EUR 50,000,000 (vii) (viii) (ix) Details of the method and time limits for paying up and delivering the Notes Manner and date in which results of the Offer are to be made public Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. The settlement of the net subscription moneys and the delivery of the Notes will be executed through the Dealer mentioned above. Investors will be notified by the relevant Financial Intermediary of their allocations of Notes and the settlement arrangements in respect thereof. Publication on the website of the Issuer on or by the Issuer in a daily newspaper of general circulation in the relevant place(s) of listing and/or public offer at the end of the Offer Period if required by local regulation. (x) Categories of potential investors to which the Notes are offered Offers may be made by the Financial Intermediaries in Belgium to any person. In other EEA countries, offers will only be made pursuant to an exemption from the obligation to publish a prospectus under the Prospectus Directive as implemented in such countries. 12

13 (xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made Notification is made by Société Générale (see paragraph 13 of Part B above). No dealings in the Notes on a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on Markets in Financial Instruments may take place prior to the Issue Date. (xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser Taxes charged in connection with the subscription, transfer, purchase or holding of the Notes must be paid by the Noteholders and neither the Issuer nor the Guarantor shall have any obligation in relation thereto; in that respect, Noteholders shall consult professional tax advisors to determine the tax regime applicable to their own situation. The Noteholders shall also consult the Taxation section in the Base Prospectus. Additional subscription fees or purchase fees: none Post-issuance information: The Issuer does not intend to provide any post-issuance information in relation to any assets underlying issues of Notes constituting derivative securities. 13

14 SCHEDULE (This Schedule forms part of the Final Terms to which it is attached) Part 1: 1. (i) Issuer Société Générale Effekten GmbH (ii) Guarantor Société Générale 3. Specified Currency or Currencies Euro ( EUR ) 4. Aggregate Principal Amount (i) Tranche Up to EUR 50,000,000* but limited to the amount of the subscriptions actually received at the end of the Offer Period. The Aggregate Principal Amount will be determined at the end of the Offer Period and published in accordance with Condition 13(a). (ii) Series Up to EUR 50,000,000* but limited to the amount of the subscriptions actually received at the end of the Offer Period. The Aggregate Principal Amount will be determined at the end of the Offer Period and published in accordance with Condition 13(a). *The actual Aggregate Principal Amount depends on the amount of subscriptions/number of orders received by Société Générale but is subject to a size increase or a (partial) repurchase of Notes limited to the Aggregate Principal Amount mentioned here. 5. Issue Price 100 per cent. of the Aggregate Principal Amount 6. Specified Denomination(s) EUR 1, (i) Issue Date 8 June Maturity Date 15 June (i) Part B Listing Application will be made to list the Notes on the regulated market of the Luxembourg Stock Exchange 23. Final Redemption Amount Index Linked (i) Index/Formula The Issuer shall redeem the Notes on the Maturity Date in accordance with the following formula in respect of each Note: Specified Denomination [ 100% + 100% Min(100%; PerfCallSpread)] 14

15 35. Other final terms Part 2: Definitions Terms used in the formulae above are described in this Part 2. Valuation Date(0) 8 June 2012 Valuation Date(1) 6 June 2020 Underlying The following Index as defined below: Index Name Reuters Code Index Sponsor Exchange Website* Euro Select 30 Index Stoxx Dividend.SD3E Stoxx Ltd Each exchange on which securities comprised in the Index are traded, from time to time, as determined by the Index Sponsor * The information relating to the past and future performances of the Underlying is available on the website of the Index Sponsor and the volatility can be obtained, upon request, at the specified office of Société Générale for all administrative communications relating to the Notes) and at the office of the Agent in Luxembourg Closing Price As defined in Part 1 of the Equity Technical Annex S(i); (i from 0 to 1) Closing Price of the Underlying on the Valuation Date(i) Performance(1) S(1) / S(0) - 1 PerfCallSpread Max (0%; Performance(1) + 30%) Part 3: Information relating to the Underlying(s) Information or summaries of information included herein with respect to the Underlying(s) has been extracted or obtained, as the case may be, from general databases released publicly or by any other available information. The Issuer and the Guarantor confirm that such information has been accurately reproduced and that, so far as they are aware and are able to ascertain from information published, no facts have been omitted which would render the reproduced information, inaccurate or misleading. 15

16 Part 4: Additional information Set out below is a summary of certain Belgian tax consequences of acquiring, holding and selling the Notes. This summary is not intended to be an exhaustive description of all relevant Belgian tax considerations and investors should consult their own tax advisers regarding such considerations in relation to their own particular circumstances. The description of certain Belgian taxes set out below is for general information only and does not purport to be comprehensive. This summary is based on current legislation, published case law and other published guidelines and regulations as in force at the date of this Base Prospectus and remains subject to any future amendments, which may or may not have retroactive effect. Belgian income tax For Belgian tax purposes, interest includes any interest paid on the Notes as well as any amount paid in excess of the initial price upon redemption or purchase by the Issuer. Belgian resident individuals For individuals subject to Belgian personal income tax who are not holding Notes as professional investors, all interest payments (as defined in the Belgian Income Tax Code) will be subject to the tax regime described below. If interest is paid through a Belgian intermediary, such intermediary must levy withholding tax. The current applicable withholding tax rate is 21 per cent (applicable as from January 1, 2012). In addition, a supplementary contribution of 4% is applicable for investors who have received dividend and certain interest income exceeding an aggregate annual total of EUR (2012 indexed amount : EUR). The investor may opt for withholding of this supplementary contribution. In that case, the withholding tax increased by the supplementary contribution amounts to 25% and can be the final tax. If the investor does not request for the withholding of this supplementary contribution of 4 per cent, the investor will have to report this interest payment in his or her yearly personal income tax return. Application of the local surcharge on interest reported in the yearly personal income tax return is currently subject to discussions and no further comments can be provided in this regard at the time of drafting this summary. If no Belgian intermediary is involved in the interest payment, the investor must report this interest as movable income in his or her personal income tax return. Such income will, in principle, be taxed separately, currently at a rate of 21 per cent (plus the abovementioned supplementary contribution of 4%, if any, and the local surcharge if applicable). Any capital gain upon a sale of Notes, not allocated to the professional activity of the individual, to a party other than the Issuer, except for that part of the sale price attributable to the pro rata interest component, is in principle tax exempt (unless the tax authorities can prove that the capital gain does not result from the normal management of a non-professional investment). The investor must report the interest as income in his or her personal income tax return. Such income will in principle be taxed separately, currently at a rate of 21 per cent. (plus the abovementioned supplementary contribution of 4%, if any, according to the same conditions as described above, and the local surcharge if applicable), unless it can be demonstrated that such income will be subject to the 21 per cent Belgian withholding tax together with the supplementary contribution of 4% upon maturity. If a levy has been applied according to European Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (the Savings Directive), this levy does not free the Belgian individual from the obligation to declare the interest income in the personal income tax return. However, this levy will be credited against personal income tax, and any excess amount will be refunded. The levy can also apply to interest paid through paying agents of certain dependent or associated territories, including, as the case may be, Curaçao. 16

17 Losses on the Notes held as a non-professional investment cannot usually be deducted. Belgian companies Interest paid through an intermediary established in Belgium to a Belgian company subject to corporate income tax will generally be subject to Belgian withholding tax (the current applicable withholding tax rate is 21 per cent.). However, an exemption may apply provided that certain formalities are complied with. For zero or capitalization bonds, the above exemption will not apply, unless the Belgian company and the Issuer are associated companies. If Belgian withholding tax is applicable, Belgian companies are, in principle, entitled to set off Belgian withholding tax against their corporate income tax liability provided certain conditions are fulfilled. For any Belgian company subject to Belgian corporate income tax, all interest and any gain on a sale of the Notes will form part of that company s taxable profit. The current nominal corporate income tax rate in Belgium is per cent. Losses on the Notes are, in principle, tax deductible. Other Belgian legal entities subject to the legal entities income tax For other Belgian legal entities subject to the legal entities income tax, all interest payments (as defined by the Belgian Income Tax Code) will be subject to withholding tax, currently at a rate of 21 per cent. If this interest is paid through a Belgian intermediary, such intermediary will have to levy withholding tax, currently at the rate of 21 per cent. No other legal entities income tax will be levied on this income. If no Belgian intermediary is involved, the withholding tax must be declared and paid by the legal entity itself. Any capital gain on a sale of the Notes to a party not being the Issuer will, in principle, be tax exempt, except for that part of the sale price attributable to the pro rata interest component. Such interest is subject to withholding tax, currently at the rate of 21 per cent. This withholding tax must be paid by the legal entity itself, unless it can demonstrate that the withholding tax will be paid at maturity. Tax on stock exchange transactions The sale and acquisition of the Notes will be subject to a tax on stock exchange transactions if executed in Belgium through a professional intermediary. The tax is generally due at a rate of 0.09 per cent. on each sale and acquisition separately, with a maximum of 650 per taxable transaction. Exemptions apply for certain categories of institutional investors and non-residents. Transactions on the primary market are no longer subject to the tax on stock exchange transactions. EU Savings Directive Under the Savings Directive, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-eu countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). 17

18 The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above. Belgium also entered into an agreement with the Kingdom of the Netherlands in respect of Curaçao concerning the automatic exchange of information regarding savings income in the form of interest payments. Individual investors should seek professional advice to verify what obligation a paying agent in Curaçao is under to withhold any tax from the interest payable by the agent on the Notes under the aforementioned agreement. Part 5: Additional risk Factors 18