FINAL VERSION APPROVED BY THE ISSUER APPLICABLE FINAL TERMS

Transcription

1 APPLICABLE FINAL TERMS The Notes cannot be early redeemed by the Issuer for taxation reasons. All payments under the Notes shall be effected by the Issuer after deductions or withholdings for any taxes, duties, assessments or governmental charges in respect of such Notes as the case may be. In such case, the Issuer will withhold or deduct such taxes, duties, assessments or governmental charges from the due and payable amount and pay the deducted or withheld amounts to the competent tax authorities. As a result, the amounts that the Noteholder will effectively receive under the Notes may be substantially less than the due and payable amounts. The Issuer shall not be obliged to pay any additional amounts to the Noteholder for any such deductions or withholdings. Investors should have sufficient knowledge and experience of financial and business matters to evaluate the merits and risks of investing in a particular issue of Debt Instruments as well as access to, and knowledge of, appropriate analytical tools to assess such merits and risks in the context of their financial situation. Certain issues of Debt Instruments are not an appropriate investment for investors who are unsophisticated with respect to the applicable interest rate indices, currencies, other indices or formulas, or redemption or other rights or options. Investors should also have sufficient financial resources to bear the risks of an investment in Debt Instruments. For a more detailed description of the risks associated with any investment in the Notes investors should read the section of the Base Prospectus headed Risk Factors. In particular, investors should pay attention to the following risks: Liquidity risk: The Notes are denominated in CNY. CNY is not freely convertible at present. As such, the Notes may be less liquid than they would be if they were denominated in a freely convertible currency. This factor may adversely affect the price of the Notes. Investors should be prepared to hold their Notes until maturity as investors may not be able to liquidate or sell some or all of the Notes as and when they require or at an amount equal to or more than the Specified Denomination per Note. There is currently no active or liquid secondary trading market for these Notes and they are not traded on any regulated markets or listed on any exchange. There can be no assurance that anyone intends to make a market in the Notes, or that if anyone does so, that they will continue to do so, or that a market-maker in the Notes (if any) will offer an amount equal to or greater than the Denomination of the Notes, or that if a market-maker does offer a price for the Notes which is equal to or greater than the Denomination, that it will continue to do so. There can be no assurance that any Noteholder will be able to obtain a firm bid price for the Notes for an amount at which they wish to sell. Therefore, these Notes may not be marketable and as such may not be able to be liquidated or sold before maturity, or if liquidated/sold, may only realise an amount that is at a significant discount to the Specified Denomination paid by the Investor. Liquidity on these investments is relatively less than similar grade non-structured bonds. Purchase of the Notes should be viewed as a hold until maturity investment. Investors are strongly discouraged from using this investment for trading opportunities. Lastly, the transfer of the Notes can only be made in accordance with the relevant transfer and selling restrictions set out in the Base Prospectus relating to the Notes. This may further limit the liquidity of the Notes. CNY is not freely convertible and the liquidity of the Noted denominated in Renminbi may be adversely affected: CNY is not freely convertible at present. The PRC government continues to regulate conversion between CNY and foreign currencies, including the Hong Kong Dollar, despite the significant reduction over the years by the PRC government of its control over routine foreign exchange transactions under 40831/

2 current accounts. The People s Bank of China (PBOC) has established a CNY clearing and settlement system for participating banks in Hong Kong pursuant to a settlement agreement relating to the clearing of CNY business between PBOC and Bank of China (Hong Kong) Limited. However, the current size of CNY and CNY denominated financial assets in Hong Kong is limited, and its growth is subject to many constraints which are directly affected by PRC laws and regulations on foreign exchange and may adversely affect the liquidity of the Notes. CNY currency risk: All payments of CNY under the Notes to the Noteholders will be made solely by transfer to a CNY bank account maintained in Hong Kong in accordance with the prevailing rules and regulations and in accordance with the terms and conditions of the Notes. The Issuer cannot be required to make payment by any other means (including in bank notes or by transfer to a bank account in the PRC or anywhere else outside Hong Kong). CNY is not freely convertible at present, and conversion of CNY into other currencies through banks in Hong Kong is subject to certain restrictions. In particular, for personal investors, currently conversions of CNY conducted through CNY deposit accounts are subject to a daily limit (as of the date hereof, such limit being up to CNY20,000 per person per day), and investors may have to allow time for conversion of CNY from/to another currency of an amount exceeding such daily limit. In addition, there can be no assurance that access to CNY for the purposes of making payments under the Notes or generally may remain or will not become restricted. If it becomes impossible to convert CNY from/to another freely convertible currency, or transfer CNY between accounts in Hong Kong, or the general CNY exchange market in Hong Kong becomes illiquid, any payment of CNY under the Notes may be delayed or the Issuer may make such payments in another currency selected by the Issuer using an exchange rate determined by the Calculation Agent, or the Issuer may redeem the Notes by making payment in another currency. CNY Exchange rate risk: The value of CNY against the Hong Kong dollar and other foreign currencies fluctuates and is affected by changes in the PRC and international political and economic conditions and by many other factors. The Issuer will make all CNY payments under the Notes in CNY (subject to the second paragraph under the heading "CNY currency risk" above). As a result, the value of such payments in CNY (in Hong Kong dollar or other applicable foreign currency terms) may vary with the prevailing exchange rates in the marketplace. If the value of CNY depreciates against the Hong Kong dollar or other foreign currencies, the value of an investor s investment in Hong Kong dollar or other applicable foreign currency terms will decline. CNY interest rate risk: Where applicable, the value of CNY payments under the Notes may be susceptible to interest rate fluctuations, including Chinese CNY Repo Rates and/or the Shanghai inter-bank offered rate (SHIBOR). Any purchaser of the Notes will be deemed to have represented and agreed that they (i) have the knowledge and sophistication independently to appraise and understand the financial and legal terms and conditions of the Notes and to assume the economic consequences and risks thereof; (ii) to the extent necessary, have consulted with their own independent financial, legal or other advisers and have made their own investment, hedging and trading decisions in connection with the Notes based upon their own judgement and the advice of such advisers and not upon any view expressed by the Issuer, the Guarantor (if any), the Arranger or the Dealer; (iii) have not relied upon any representations (whether written or oral) of any other party, and are not in any fiduciary relationship with the Issuer, the Guarantor (if any), the Arranger or the Dealer; (iv) have not obtained from the Issuer,, the Guarantor (if any), the Arranger or the Dealer (directly or indirectly through any other person) any advice, counsel or assurances as to the expected or projected success, profitability, performance, results or benefits of the Notes, and have agreed that the Issuer, the Guarantor (if any), the Arranger and the Dealer do not have any liability in that respect; (v) have 40831/

3 not relied upon any representations (whether written or oral) by, nor received any advice from, the Issuer, the Guarantor (if any), the Arranger or the Dealer as to the possible qualification under the laws or regulations of any jurisdiction of the Notes described in these Final Terms and understand that nothing contained herein should be construed as such a representation or advice for the purposes of the laws or regulations of any jurisdiction. The Notes and the Guarantee have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC), any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing Authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Base Prospectus. Any representation to the contrary is a criminal offence in the United States. In respect of the primary market, each investor must purchase a minimum number of Notes equivalent to an aggregate nominal amount of CNY 10,000 (i.e., 1 Notes). Subject to certain conditions and under normal market conditions, Société Générale intends to use reasonable endeavours to provide a secondary market on a daily basis during the life of the product. However, Société Générale makes no firm commitment to provide secondary market liquidity for the Notes, and assumes no legal obligation to provide any market making for the Notes. Therefore, potential investors may not be able to sell the Notes at a specific time or at a specific price. Secondary market offer of Notes by Société Générale Under normal market conditions, upon a third party s request, Société Générale may provide an offer price (in percentage) which is composed of the value of the Notes as determined by the Calculation Agent and a commission component as agreed between Société Générale and the third party which may be up to 0.5 per cent. per annum times the number of years from and including the settlement date up to and including the Maturity Date of the Notes. This commission will be paid to the third party in compliance with the relevant laws and regulations. For the purpose of this paragraph, settlement date means the actual date of purchase of the Notes. 21-Feb-2013 SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. Series 40831/13-02 Tranche 1 Issue of 5 Year CNH* Callable Fixed Rate Notes in an aggregate principal amount of CNY 300,000,000 due 21-Feb-2018 *This is an offshore deliverable CNY denominated Note Unconditionally and irrevocably guaranteed by Société Générale under the 125,000,000,000 Debt Instruments Issuance Programme PART A CONTRACTUAL TERMS The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt 40831/

4 from the registration requirements of the Securities Act. For a description of certain restrictions on offers and sales of Notes, see "Subscription, Sale and Transfer Restrictions" in the Base Prospectus. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading Terms and Conditions of the English Law Notes and the Uncertificated Notes in the Base Prospectus dated April 20, This document constitutes the Applicable Final Terms of the Notes described herein and must be read in conjunction with the Base Prospectus and any Supplement(s) to such Base Prospectus published prior to the date hereof (Supplement(s)); provided, however, that to the extent such Supplement (i) is published after these Final Terms have been signed or issued and (ii) provides for any change to the Conditions as set out under the heading Terms and Conditions of the English Law Notes and the Uncertificated 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 Applicable Final Terms, the Base Prospectus and any Supplement(s). 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. Copies of the Base Prospectus, any Supplement(s) and these Applicable Final Terms are available for inspection from the head office of the Issuer, the Guarantor (if applicable), the specified offices of the Paying Agents and, in the case of Notes admitted to trading on the Regulated Market of the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange ( The Base Prospectus and any amendments or supplements thereto are available in electronic form on the website of the Issuer on The provisions of the CNY Annex apply to these Applicable Final Terms and such documents shall be read together. In the event of any inconsistency between the CNY Annex and these Applicable Final Terms, these Applicable Final Terms shall prevail. The binding language for the issue of the Notes shall be the English language. 1. (i) Issuer: SGA Société Générale Acceptance N.V. (ii) Guarantor: Société Générale 2. (i) Series Number: 40831/13-02 (ii) Tranche Number: 1 3. Specified Currency or Currencies: Yuan Renminbi ( CNY ) 4. Aggregate Nominal Amount: (i) (ii) Tranche: Series: CNY 300,000,000 CNY 300,000, Issue Price: 100 per cent. of the Specified Denomination 6. Specified Denomination(s): CNY 10,000 ( SD ) 7. Issue Date and Interest Commencement Date: 21 Feb Maturity Date: 21 Feb /

5 9. Interest Basis: Fixed Rate (further details specified below) 10. Redemption/Payment Basis: See paragraph(s) 21 and/or 23 below 11. Change of Interest Basis or Redemption/ Payment Basis: See paragraphs 15 to 18 below 12. Put/Call Options: See paragraphs 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: (i) Rate(s) of Interest: 2.50 per cent. per annum, payable monthly in arrear. (ii) Interest Payment Date(s): The 21 st calendar day in each month from and including 21-Mar-2013 up to and including the Maturity Date. (iii) Business Day Convention (iv) Fixed Coupon Amount(s): (v) Broken Amount(s) Modified Following Business Day Convention (unadjusted). CNY per Note of CNY 10,000 Specified Denomination (being per cent. of the Specified Denomination). Not Applicable (vi) Day Count Fraction: 30/360 (vii) Determination Date(s): Not applicable (viii) Other terms relating to the method of calculating interest for Fixed Rate Notes: None. 16. Floating Rate Note Provisions: 17. Zero Coupon Note Provisions: 18. Index Linked Interest Note Provisions: 19. Dual Currency Note Provisions: PROVISIONS RELATING TO PHYSICAL DELIVERY 20. Physical Delivery Note Provisions: 40831/

6 PROVISIONS RELATING TO REDEMPTION 21. Issuer's optional redemption (other than for taxation reasons): (i) Optional Redemption Date(s): (ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s): Applicable. 21 st of February, 21 st of May, 21 st of August and 21 st of November in each year from and including 21-Febne-2014 to and including 21-Nov CNY 10,000 per Note of CNY 10,000 Specified Denomination. (iii) If redeemable in part: (iv) Notice period (if other than as set out in the Condition(s): (v) Trigger Redemption Option: 22. Redemption at the option of the Noteholders: Not less than 5 TARGET2, New York, Hong Kong, Beijing and London Business Days notice prior to the relevant Optional Redemption Date. 23. Final Redemption Amount: CNY 10,000 per Note of CNY 10,000 Specified Denomination. 24. Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same: Condition 6(h) (i) applies to Early Redemption Amount payable in case of Event of Default. 25. Credit Linked Notes provisions: GENERAL PROVISIONS APPLICABLE TO THE NOTES 26. Form of Notes: For the avoidance of doubt, the Notes cannot be early redeemed for taxation reasons. For more details, please refer to the paragraph 37 below. (i) Form: Temporary global Note exchangeable for a permanent global Note which is exchangeable for Definitive Bearer Notes only upon an Exchange Event. (ii) New Global Note: 27. Payment Business Day election or other special provisions relating to Payment 40831/

7 Business Days: Modified Following Payment Business Day. 28. Additional Financial Centre(s): New York, London, Hong Kong, Beijing and TARGET2 29. Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes: 30. Details relating to Partly Paid Notes, amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay: Yes (if appropriate). 31. Details relating to Instalment Notes: 32. Redenomination applicable: Redenomination not applicable. 33. Masse: 34. Swiss Paying Agent(s): 35. Portfolio Manager: 36. Governing Law: The Notes (and, if applicable, the Receipts and the Coupons) and any non-contractual obligations arising out of or in connection with the Notes are governed by, and shall be construed in accordance with English law. 37. Other final terms: Applicable. Conditions 7(b) Taxation of the Terms and Conditions of the English Law Notes and the Uncertificated Notes of the Base Prospectus will not apply to these Notes. For the avoidance of doubt, all payments on the Notes shall be effected by the Issuer after deductions or withholdings for any taxes, duties, assessments or governmental charges in respect of such Notes as the case may be. In such case, the Issuer will withhold or deduct such taxes, duties, assessments or governmental charges from the due and payable amount and pay the deducted or withheld amounts to the competent tax authorities. As a result, the amounts that the Noteholder will effectively receive under the Notes may be substantially less than the due and payable amounts. The Issuer shall not be obliged to pay any additional amounts to the Noteholder for any such deductions or withholdings. Condition 6(b) Redemption for tax reasons of the Terms and Conditions of the English Law Notes 40831/

8 and the Uncertificated Notes of the Base Prospectus will not apply to these Notes. DISTRIBUTION 38. (i) If syndicated, names and addresses and underwriting commitments of Managers: Condition 6(c) Special Tax Redemption of the Terms and Conditions of the English Law Notes and the Uncertificated Notes of the Base Prospectus will not apply to these Notes. (ii) Date of Syndication Agreement: (iii) Stabilising Manager (if any): 39. If non-syndicated, name and address of relevant Dealer: Société Générale Tour Société Générale 17 cours Valmy Paris La Défense Cedex 40. Total commission and concession: There is no commission and/or concession paid by the Issuer to the Dealer or the Managers /

9 41. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: TEFRA D. FINAL VERSION APPROVED BY THE ISSUER Subject to certain exceptions, Section 4701 of the US Internal Revenue Code imposes an excise tax on non-us issuers of bearer obligations. The amount of the excise tax is one percent of the principal amount of the obligation, multiplied by the number of calendar years until the obligation reaches maturity. Notes issued on or before 18 March 2012 in accordance with the TEFRA C Rules or TEFRA D rules are exempt from the excise tax. The Hiring Incentives to Restore Employment Act of 2010 (the HIRE Act) repealed the TEFRA C rules and TEFRA D rules for Notes issued after 18 March Based on Notice , the US Department of Treasury and the US Internal Revenue Service intend to provide in regulations that rules identical to the TEFRA C rules and TEFRA D rules will apply for purposes of establishing an exemption from the excise tax. Consequently, Bearer Notes issued after 18 March 2012 in accordance with the TEFRA C rules or TEFRA D rules should continue to be treated as foreign targeted obligations that are exempt from the excise tax. 42. Additional selling restrictions: Hong Kong, Singapore, U.S. selling restrictions and other selling restrictions Please refer to the section "Subscription, Sale and Transfer Restrictions" in the Base Prospectus and any Supplement(s) for more details. Taiwan selling restrictions 43. Additional U.S. Tax Disclosure: The Note may not be sold, offered or issued in Taiwan. The Note may be made available outside Taiwan for purchase by Taiwan resident investors outside Taiwan or through the specified trust of money services of licensed Taiwan banks acting as trustees, as applicable, of their customers and not as agent of the Issuer. PURPOSE OF FINAL TERMS These Applicable Final Terms comprise the final terms required for the issue of the Notes by SGA Société Générale Acceptance N.V. pursuant to its 125,000,000,000 Debt Instruments Issuance Programme for which purpose they are hereby submitted /

10 RESPONSIBILITY Each of the Issuer and the Guarantor accepts responsibility for the information contained in these Final Terms. FINAL VERSION APPROVED BY THE ISSUER 40831/

11 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: Application has been made for the Notes to be listed on the official list of the Luxembourg Stock Exchange. (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange with effect from or as soon as practicable after the Issue Date. (iii) Estimate of total expenses related to admission to trading: EUR 1, RATINGS Ratings: The Notes to be issued are rated A by Standard & Poor s on 19-Feb NOTIFICATION 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 Base Prospectus. (ii) Estimated net proceeds: (iii) Estimated total expenses: 6. YIELD (Fixed Rate Notes only) Indication of yield: 2.5 per cent. per annum. 7. HISTORIC INTEREST RATES (Floating Rate Notes only) 8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked Notes only) 40831/

12 Repayment of principal is only available on the Maturity Date, and the secondary market price of the Notes may fall below this redemption level during the life of the Notes. Moreover, the investor should be aware that the repayment of principal at par requires for the Issuer, Société Générale and/or their affiliates, to enter into hedging transactions which have a cost and which may affect the market price, liquidity or value of the Notes, especially when comparing them to the market price, liquidity and value of the underlyings (if applicable) of the Notes. The Issuer, Société Générale and/or their affiliates assumes no responsibility whatsoever for such consequences and their impact on the investment. Noteholders should be aware that the Issuer may redeem at its sole discretion the Notes at the Optional Redemption Amount on the Optional Redemption Date and that the calculation of such Optional Redemption Amount will be independent of the performance of the Underlying (if any). In this context, Noteholders should also be aware that they are not able to influence whether the Issuer does or does not redeem the Notes on the Optional Redemption Date. This optional redemption could prevent the Noteholders from receiving the entire performance of the Underlying at the only discretion of the Issuer. 9. PERFORMANCE OF RATE(S) OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) 10. INFORMATION REQUIRED FOR SIS NOTES TO BE LISTED ON THE SIX SWISS EXCHANGE (i) Listing/Trading information: (ii) Information relating to Underlying: (iii) Additional information: 11. OPERATIONAL INFORMATION (i) ISIN Code: XS (ii) Common Code: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme or Euroclear France and the relevant identification number(s): (iv) Delivery: Delivery against payment. (v) (vi) Names and addresses of Additional Paying Agent(s) (if any): Name and address of Issuer Agent in relation to Finnish Uncertified Notes: 40831/

13 (vii) Intended to be held in a manner which would allow Eurosystem eligibility: FINAL VERSION APPROVED BY THE ISSUER No. 12. Address and contact details of Société Générale for all administrative communications relating to the Notes: 13. PUBLIC OFFERS IN EUROPEAN ECONOMIC AREA Société Générale c/o SG Securities (HK) Limited Level 38, Three Pacific Place 1 Queen s Road East Hong Kong Telephone: (852) /5714 Facsimile: (852) Attention: Andrew AU/Jessica CHENG Not Applicable 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 /

14 SCHEDULE (This Schedule forms part of the Final Terms to which it is attached) Part 1 Alternate Settlement Rate : Means the spot rate between CNY and the Relevant Currency determined by the Calculation Agent, taking into consideration all available information which the Calculation Agent deems relevant (including, but not limited to, the pricing information obtained from the CNY non-deliverable market outside the PRC and/or the CNY exchange market inside the PRC). Business Day : Means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Hong Kong, Beijing, London, New York and where the TARGET2 system is open. CNY Currency Event : Means any one of CNY Illiquidity, CNY Non-Transferability and CNY Inconvertibility. If a CNY Currency Event exists on a date for payment of any amount in respect of any Note, Receipt or Coupon, as determined by the Calculation Agent in its sole and absolute discretion, the Issuer may determine one or more of the following, and require the Calculation Agent to take such action or make such determination accordingly, in its sole and absolute discretion: (a) the relevant payment of the Issuer be postponed to 10 Business Days after the date on which the CNY Currency Event ceases to exist or, if that would not be possible (as determined by the Issuer acting in good faith) as soon as reasonably practicable thereafter; (b) that the Issuer s obligation to make a payment in CNY under the terms of the Notes be replaced by an obligation to pay such amount in the Relevant Currency (converted at the Alternate Settlement Rate determined by the Calculation Agent as of a time selected in good faith by the Calculation Agent); and (c) by giving notice to the Noteholders in accordance with the Conditions, the Issuer, in its sole and absolute discretion, may redeem all, but not some only, of the Notes, each Note being redeemed at its Early Redemption Amount. Upon the occurrence of a CNY Currency Event, the Issuer shall give notice, as soon as practicable, to the Noteholders. CNY Illiquidity : Means the general CNY exchange market in Hong Kong becomes illiquid as a result of which the Issuer and/or any of its affiliates cannot obtain sufficient CNY in order to make a payment or perform any other of its obligations under the Notes, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. CNY Inconvertibility : Means the occurrence of any event that makes it impossible, 40831/

15 impracticable or illegal for the Issuer and/or any of its affiliates to convert any amount into or from CNY as may be required to be paid by the Issuer under the Notes on any payment date or such other amount as may be determined by the Calculation Agent in its sole and absolute discretion at the general CNY exchange market in Hong Kong, other than where such impossibility, impracticability or illegality is due solely to the failure of that party to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the relevant Series of Notes and it is impossible for the Issuer and/or any of its affiliates, due to an event beyond the control of the Issuer or the relevant affiliate, to comply with such law, rule or regulation). CNY Non-Transferability : Means the occurrence of any event that makes it impossible, impracticable or illegal for the Issuer and/or any of its affiliates to deliver CNY between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility, impracticability or illegality is due solely to the failure of the Issuer and/or the relevant affiliate to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer and/or any of its affiliates, due to an event beyond the control of the Issuer and/or the relevant affiliate, to comply with such law, rule or regulation). Governmental Authority : Means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong. Relevant Currency : Means US Dollar, Hong Kong Dollar or such other currency as may be specified in the applicable Final Terms /