Participation Note PINEEHA. INDICATIVE TERMS AND CONDITIONS Participation Note. CONTACT INFORMATION Benjamin GERBIER

Transcription

1 INDICATIVE TERMS AND CONDITIONS Participation Note Participation Note PINEEHA CONTACT INFORMATION Benjamin GERBIER Global Markets Cross Asset Solutions

2 FOR PRIVATE PLACEMENT TO ELIGIBLE INVESTORS ONLY NOT FOR PUBLIC OFFERING Indicative Terms and Conditions This product is issued under and is subject to the terms and conditions of the Base Prospectus dated 6 July 2016 and any Supplement(s) (together the Programme ) and the applicable Final Terms. The Programme is available on the website or simply upon request. Guarantor's Ratings S&P A as of 23 jan 2012 Moody's A2 as of 21 jun 2012 Fitch A as of 17 Jul 2013 Form Debt Instruments PART A CONTRACTUAL TERMS Issuer: Guarantor: Specified Currency: SG Issuer Société Générale USD Trade Date May 16, 2017 Aggregate Nominal Amount: - Tranche: USD Series: USD Issue Price: 100% of the Aggregate Nominal Amount Specified Denomination(s): USD Issue Date: (DD/MM/YYYY) Interest Commencement Date: Maturity Date: (DD/MM/YYYY) Type of Structured Notes: Reference of the Product: May 23, 2017 May 23, 2022 provided that if a Maturity Disruption Event (in relation to the Fund) occurs in respect of the Maturity Date, the Notes will be redeemed on the date (the "Adjusted Maturity Date") which will be the earlier of (a) the 20th Business Day following the occurrence of the Full Liquidation Date and (b) the date falling on the second anniversary date of such Maturity Date (or, if such day is not a Business Day, the immediately following Business Day) (the " Postponed Scheduled Maturity Date "). Fund Linked Notes The provisions of the following Additional Terms and Conditions apply: Additional Terms and Conditions for Fund Linked Notes The Additional Terms and Conditions comprise provisions particularly (without limitations) as to the consequences of (market and other) disruption events, adjustment events or other extraordinary events affecting the underlying of the Notes or Société Générale s hedging position. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE Fixed Rate Note Provisions: 2/11

3 Floating Rate Note Provisions: Structured Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION Automatic Early Redemption: Final Redemption Amount: Unless previously redeemed, the Issuer shall redeem the Notes on the Maturity Date, in accordance with the following provisions in respect of each Note: Final Redemption Amount = Specified Denomination x [100% + Participation x Max(0, Performance(1))] Participation 168% PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY Underlying: The following Fund as defined below: Fund Name Bloomberg Ticker Fund Management Company Place of incorporation ISIN code Website PIMCO Funds Global Investors Series plc - Income Fund PINEEHA ID Pacific Investment Management IRELAND IE00B84J9L26 DEFINITIONS APPLICABLE TO INTEREST (IF ANY), REDEMPTION AND THE UNDERLYING(S) IF ANY Definitions relating to date(s): Valuation Date(0): (DD/MM/YYYY) May 17, 2017 or if such day is not a Fund Valuation Day, the next following Fund Valuation Day. Applicable Method: Calculation Method Valuation Date(1) May 16, 2022 or if such day is not a Fund Valuation Day, the next following Fund Valuation Day. Applicable Method: Calculation Method Fund Valuation Day: Definitions relating to the Product: Performance(1) Means, in respect of the Fund, any date as defined in the Fund Documents prevailing on the Issue Date of the Notes in respect of which the official net asset value of such Fund is dated as of such date in accordance with its Fund Documents. means (S(1) / S(0)) - 100%, as defined in Condition 4.1 of the Additional Terms and Conditions relating to Formulae. S(i) means in respect of any Valuation Date(i) the Closing Price of the Underlying, 3/11

4 (i from 0 to 1) as defined in Condition 4.0 of the Additional Terms and Conditions relating to Formulae with S(0) = Closing Price Capital Protection If Calculation Method is specified as applicable to a Valuation Date, means the official net asset value per Unit determined by the Fund (or the Fund Service Provider that generally determines such value) dated as of such Valuation Date. Although the Notes are principal protected, such principal protection is only guaranteed on the Maturity Date, and the secondary market price of the Notes may fall below this principal protection level during the life of the Notes. Moreover, the investor should be aware that the principal protection feature requires for the Issuer and/or its 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 of the Notes. The Issuer assumes no responsibility whatsoever for such consequences and their impact on the investment. 4/11

5 PART B - OTHER INFORMATION Listing: None Public Offer Jurisdiction(s): None ISIN code: The Notes are not offered to the public in the European Economic Area. Any resale of the Notes on the secondary market must fulfil at least one of the exemptions set out in Article 3.2 of the Directive 2003/71/EC (the Prospectus Directive) (as amended by Directive 2010/73/EU), or should be qualified as a public offer. XS Common code: Clearing System(s): Governing Law: Calculation Agent: Minimum investment in the Notes: Minimum Trading Lot: Clearstream/Euroclear English law Société Générale USD (i.e. 10 Notes) USD (i.e. 1 Note) Trigger redemption at the option of the Issuer: U.S. federal income tax considerations: MISCELLANEOUS The Notes are not Specified Notes for purposes of Section 871(m) Regulations. Capital protection: Payment Business Day: Financial Centre(s) Secondary Market : Yes 100% at Maturity Date (subject to no early redemption or other circumstances according to the relevant Additional Terms and Conditions see also section Disclaimers below.) Following Payment Business Day Such convention being applicable to payment of any redemption amount. In respect of payment of any interest amount, if the Payment Business Day convention is different from the Business Day Convention specified in the relevant paragraph, the Business Day Convention will apply. New York Indicative valuation price: Société Générale will make, under normal market conditions, a [weekly] indicative secondary market price until the last Valuation Date, with a maximum bid-offer spread of [1%] of the Specified Denomination (the secondary market price is quoted based on the latest available net asset value[s] of the Underlying[s]). In case of abnormal market conditions, and in particular if the liquidity of the Underlying is altered (which includes but is not limited to imposition of a gate, creation of side pockets, suspension of the publication of its net asset value), Société Générale may suspend secondary market on the Notes. The secondary market price will be function of the net asset value[s] and volatility[ies] of the Underlying[s] since the Valuation Date(0), prevailing interest rates and the remaining time to the Maturity Date. In particular, performance of the Notes may not fully reflect the performance of the Underlying[s]. [If product with capital protection add: The capital protection is only ensured 5/11

6 on the Maturity Date, and the secondary market price of the Notes may fall below [100%] of the Specified Denomination during the life of the Notes.] Execution price: Purchase / Sale orders relating to the Notes on the secondary market must be received by Société Générale no later than [Day / Cut-Off], in order to be executed on the execution price determined on the immediately following [Day]. For a purchase order relating to the Notes, the execution price will be computed based on the subscription amount (including all costs and fees if any) actually paid by Société Générale for a subscription order in the Underlying[s] issued immediately following the date on which the purchase order relating to the Notes is accepted by Société Générale. For a sale order relating to the Notes, the execution price will be computed based on the redemption amount (net of all costs and fees if any) actually received by Société Générale for a redemption order in the Underlying[s] issued immediately following the date on which the sale order relating to the Notes is accepted by Société Générale. Sale orders exceeding [EUR 15] million in nominal shall be subject to a prior notice of [15] Business Days. 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: Investors take a credit risk on the Issuer, and ultimately on Société Générale as guarantor of the obligations of the Issuer in respect of the product according to the terms and conditions of the guarantee (available at the Guarantor s office upon request). Thus Société Générale s insolvency may result in the partial or total loss of the invested amount. The market value of the product can decrease significantly below its nominal value as a result of Société Générale s creditworthiness. For credit linked products, investors will also be exposed to the credit risk of the reference entity(ies) mentioned in such product, i.e. the reference entity's(ies ) insolvency may result in the partial or total loss of the invested amount. Risk relating to the European Bank Recovery and Resolution Directive (the Directive) Bail-in tool : From 1 January 2016, the relevant resolution authority may write-down or convert into equity all or part of the nominal amount of the product which may result in a partial or total loss of the invested amount. Moreover, the exercise of any power under the Directive, or any suggestion of such exercise, could materially and adversely affect the rights of investors, the price or value of their investment (in each case, irrespective of any capital protection provided in such product) and/or the ability of the Issuer to satisfy its obligations under the product. All references in the deed of guarantee to sums or amount payable by the Issuer should be to sums or amounts as reduced or modified from time to time resulting from the application of the bail-in tool by any relevant authority. Recourse limited to the Guarantor: By investing in this product investors acknowledge that they shall have no recourse against the issuer in the event of a payment default by the issuer with respect to any amount due under the product, i.e. no investor has the right to institute any proceeding or to otherwise assert a claim against the issuer of the product to enforce the relevant payment under the product. However, this is without prejudice to the investors rights under the Guarantee of the Guarantor. Capital Protection: This product provides for a full capital protection of the specified denomination, at maturity date. However, regardless of the capital protection of the product, the investor may lose part or all of the initially invested amount (i) before the maturity date, if the product is sold by the investor or early redeemed by the Issuer (since the value of the product during its lifetime may be lower than the amount of the capital protection due to market fluctuations) or (ii) at maturity date, if the increased cost of hedging is deducted from any amount due on such date. U.S. Selling Restrictions ( Regulation S U.S. Person ): The Notes described herein are not U.S. Exempt Securities. Accordingly, the Notes have not been registered under the U.S. Securities Act of 1933 and may not be offered, sold, pledged or otherwise transferred at any time except in an offshore transaction (as defined under Regulation S) to or for the account or benefit of a Permitted Transferee. A Permitted Transferee means any person who: (a) is not a U.S. person as defined in Rule 902(k)(1) of Regulation S; and (b) is not a person who comes within any definition of U.S. person for the purposes of the U.S. Commodity Exchange Act (CEA) or any rule of the U.S. Commodity Futures Trading Commission (CFTC Rule), guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a Non-United States person defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are 6/11

7 not Non-United States persons, shall be considered a U.S. person). The Notes are available only to, and may only be legally or beneficially owned at any time, by Permitted Transferees. By its purchase of a Note, each purchaser will be deemed or required, as the case may be, to make certain acknowledgements, representations and agreements set out in the base prospectus. Section 871(m) of the U.S. Internal Revenue Code of 1986: U.S. Treasury regulations issued under Section 871(m) of the U.S. Internal Revenue Code of 1986 (Section 871(m) Regulations) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to a non-united States holder as defined pursuant to Section 871(m) Regulations (a Non-U.S. Holder), without regard to any applicable treaty rate, with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (U.S. Underlying Equities). Specifically, and subject to the 2017 exemption set out in Notice (Notice), Section 871(m) Regulations will generally apply to Notes the pricing date of which occurs from 1 January 2017 and that substantially replicate the economic performance of one or more U.S. Underlying Equity(ies) as determined by the Issuer on the date for such Notes as of which the expected delta of the product is determined by the Issuer (such date being the pricing date ) based on tests in accordance with the applicable Section 871(m) Regulations (for the purposes of the Notice, such Notes are deemed delta-one instruments) (Specified Notes). Notes linked to U.S. Underlying Equities which the Issuer has determined not to be a Specified Note will not be subject to withholding tax under Section 871(m) Regulations. In withholding this tax, the Issuer will regularly apply the general tax rate of 30% to the payments subject to U.S. provisions (or amounts deemed payments) without regard to any applicable treaty rate. Therefore, in such cases, an investor's individual tax situation will not be taken into account. The applicable Final Terms will specify if the Notes are Specified Notes, and if so, whether the Issuer or its withholding agent will withhold tax under Section 871(m) Regulations and the rate of the withholding tax. Investors are advised that the Issuer's determination is binding on all Non-U.S. Holders of the Notes, but it is not binding on the United States Internal Revenue Service (IRS) and the IRS may therefore disagree with the Issuer s determination. The rules of Section 871(m) Regulations require complex calculations in respect of the instruments that include U.S. Underlying Equities and application of these rules to a specific issue of Notes may be uncertain. Consequently the IRS may determine they are to be applied even if the Issuer initially assumed the rules would not apply. There is a risk in such case that Noteholders are subject to withholding tax ex post. As neither the Issuer nor the withholding agent will be required to gross up any amounts withheld in connection with a Specified Note, Noteholders will receive smaller payments in such case than they would have received without withholding tax being imposed. Investors should consult their tax adviser regarding the potential application of Section 871(m) Regulations to their investment in the Notes. 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. 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. Risk relating to unfavourable market conditions: 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. Liquidity risk: 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. Information in the event of a buy back by Société Générale or of an early termination of the product: Although there is no 7/11

8 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. Events affecting the underlying instrument(s) or hedging transactions: In order to take into account the consequences of certain events affecting the underlying instrument(s) on the product or hedging transactions, the product s documentation provides for (a) mechanisms to adjust or substitute underlying instrument(s), (b) the deduction of the increased cost of hedging from any due amount, (c) monetization and accordingly, de-indexation of the pay-off formula for all or part of the amounts payable under the product from the underlying instrument(s), and (d) the early redemption of the product. Any of these measures may result in losses on the product. Information on data and/or figures drawn from external sources: 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. Information on simulated past performance and/or on future performance and/or on past performance: 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. General selling restrictions: It is each investor s responsibility to ascertain that it is authorized to subscribe for, or invest into, or to on-sell this product. Further, 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). Information on commissions, remunerations paid to, or received from third parties: 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. Currency exchange risk: 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. Authorisation: Société Générale is a French credit institution (bank) that is authorised and supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR) (the French Prudential Control and Resolution Authority) and regulated by the Autorité des marchés financiers (the French financial markets regulator) (AMF). For any country of the European Economic Area (i) in which the product is not admitted to trading on a regulated market and (ii) not expressly referred to, in this document, as a country in which a public offer of the product is authorised, this PRODUCT IS OFFERED ON A PRIVATE PLACEMENT BASIS and no prospectus has been approved in that country by the local regulator. The product cannot thus be distributed in that country by way of an offer, or an invitation to make an offer of securities to the public, as defined in Article 2.1(d) of Directive 2003/71, as amended from time to time (the Prospectus Directive ), save in those circumstances (commonly called private placement ) set out in Article 3.2 of the Prospectus Directive. NOTICE TO INVESTORS IN ARGENTINA The Notes described herein have not and will not be marketed in Argentina by means of a public offer of securities, as such term is defined under Section 16 of Law N 17,811, as amended. No application has been made or will be made with the Argentine Comisión Nacional de Valores, the Argentine securities governmental authority, to offer the Notes in Argentina. 8/11

9 NOTICE TO INVESTORS IN THE BAHAMAS Societe Generale agrees that it has not, and will not, offer, sell or cause any distribution of any of the Notes in The Bahamas except in compliance with applicable Bahamian laws or pursuant to an exemption thereunder. This document is not, and shall not be construed as, an offer to sell, or a solicitation of an offer to buy, or a distribution of the Notes in, or to the public, in The Bahamas. Furthermore, no Notes shall be issued, transferred to, registered in favor of or beneficially owned by any person (legal or natural) deemed resident in The Bahamas pursuant to the Exchange Control Regulations Act 1956 of The Bahamas and the Regulations promulgated thereunder except with the prior approval of the Central Bank of The Bahamas. NOTICE TO INVESTORS IN BERMUDA The offering documents and the Notes offered hereby have not been, and will not be, registered under the laws and regulations of Bermuda, nor has any regulatory authority in Bermuda commented upon or approved the accuracy or adequacy of this offering material. NOTICE TO INVESTORS IN BOLIVIA The Notes described herein are not a public offer and have not been registered as a public offer within Bolivia. NOTICE TO INVESTORS IN BRAZIL The Notes described herein and their related documentation and information may not be offered or sold to the public in Brazil nor used in connection with any offer for subscription or sale of any securities to the public in Brazil as the offering of the Notes is not a public offering of securities in Brazil. The Notes are not and will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, the CVM ), and are not and will not be listed at the BM&FBOVESPA. Therefore, the Notes are not subject to the regulation and surveillance of these institutions. Since the Notes are not registered with the CVM or subject to Brazilian legislation or regulation, investors must be aware of the underlying risks before acquiring the Notes. Access to information related to the Notes will be available by entity. The CVM and the BM&FBOVESPA are not responsible for any information disclosed or for any eventual access failures. NOTICE TO INVESTORS IN BRITISH VIRGIN ISLANDS The Notes described herein may not be offered to the public. NOTICE TO INVESTORS IN THE CAYMAN ISLANDS The offering of the Notes has not been, and will not be, registered under the laws and regulations of the Cayman Islands and neither SG Issuer nor Société Générale are regulated in the Cayman Islands. NOTICE TO INVESTORS IN CHILE This document has been distributed to you according to the terms and conditions established in the General Rule No. 336 issued by the Securities and Insurance Commission ( Superintendencia de Valores y Seguros ) as of June 27th, 2012, as amended ( GR No. 336 ) and as a result of your acknowledgment and representation to SG that you are an eligible investor under such rule. Should for any reason, you not fulfill the requirements to be qualified as an eligible investor under the GR No. 336, whether upon the receipt of this document or in the future, you represent that you shall immediately notify SG of this change of circumstances and will immediately proceed to destroy or return to SG this document and any copy that you may have obtained. Please note that: (1) The offering of the Notes referenced in this document will be subject to the GR No. 336 and will commence as of the date hereof [La presente oferta comienza a partir del hoy y se encuentra acogida a la Norma de Carácter General Número 336 emitida por la Superintendencia de Valores y Seguros ( SVS ) con fecha 27 de junio de 2012 que establece ofertas de valores que no constituyen ofertas públicas, en virtud de lo establecido en el inciso segundo del artículo 4 de la Ley N ]; (2) The Notes are not listed in the Registry of Securities or the Registry of Foreign Securities held by the Securities and Insurance Commission ( Superintendencia de Valores y Seguros ), so such Notes are not subject to the surveillance by such Commission; [La presente oferta versa sobre valores no inscritos en el Registro de Valores ni en el Registro de Valores Extranjeros, ambos de la SVS, por lo que los valores ofrecidos no se encuentran sujetos a la fiscalización de dicha superintendencia] (3) Due to the fact that the Notes are not listed in the Registry of Securities or the Registry of Foreign Securities held by the Securities and Insurance Commission ( Superintendencia de Valores y Seguros ) or abroad, there is no obligation by the Issuer to deliver in Chile public information as to these Notes; and [La presente oferta versa sobre valores no inscritos en el Registro de Valores ni en el Registro de Valores Extranjeros, ambos de la SVS, por lo que no existe obligación por parte de su emisor de entregar en Chile información pública respecto de dichos valores; y] (4) The Notes shall not be subject to public offering while they are not listed in the relevant Registry of Securities. [Los valores a que se refiere esta oferta no podrán ser objeto de oferta pública mientras no sean inscritos en el Registro de Valores o en el Registro de Valores Extranjeros, ambos de la SVS.] Any and all levels or spreads that may be set forth herein are indicative only, depend upon market conditions, are subject to change and do not represent a live price or a commitment by SG to sell the Note. The information provided herein does not reflect actual or final terms at which SG would be willing to enter into a transaction or sell a product. The information, terms and assumptions herein are subject to change without notice. Any such changes may have a material impact on the returns and risks detailed. Upon receipt of this document, the recipient agrees that it has been delivered according to the GR No The recipient understands that, should it determine to enter into a transaction with, or purchase a product from, SG that such investment or product will not be executed in Chile and will not be subject to Chilean law, save for Chilean foreign exchange and tax regulations. SG is not a registered securities 9/11

10 broker/dealer in Chile or a licensed commercial bank in Chile. No action has been taken by SG to permit a public offering in any jurisdiction. This document can neither be deemed as a commitment by SG or any of its affiliates to initiate the registration or procurement of any license to become a broker/dealer of securities nor a commercial bank- under Chilean law. The recipient of this information represents that (a) it will consult its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it deems necessary and (b) it will make its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisers as it deems necessary. NOTICE TO INVESTORS IN COLOMBIA Societe Generale is an Authorized Foreign Agent in Colombia (as defined in Circular DODM 144) with a Superintendencia Financiera de Colombia-approved Representative Office pursuant to External Circular 007 of January 19th, 1996 (as amended by External Circular 053 of December 22, 2011 and from time to time), located at Carrera 9 # 74-08, Suite 305, Bogotá, DC, Colombia. Société Générale does not have a subsidiary in Colombia. All Notes and services referenced herein are provided from outside of Colombia. Colombian residents must comply with any applicable exchange control regulations and any other applicable local requirements. NOTICE TO INVESTORS IN COSTA RICA The information contained in this document is intended to disclose the characteristics and risks related to the investment in the Notes described therein. This document does not constitute and shall not be relied upon as an offer to the public for the purpose of investing in securities or solicitation in any investment product or scheme. All transactions shall be conducted under the private offering exemptions issued by the local securities regulator; therefore the Notes are not subject to Costa Rican regulation or oversight. The client or potential investor acknowledges that he fully understands the legal implications and the tax regimen applicable to the product. The client or potential investor also acknowledges that (i) SG is not licensed to provide investment or brokerage services in Costa Rica, (ii) this document shall not be construed as pertaining to the offering of investment services in Costa Rica, (iii) no transaction shall be carried out in Costa Rica, and (iv) SG shall not be required under any circumstances to offer investment or brokerage services in any act that might be deemed as the providing of investment or brokerage services in Costa Rica. The client or potential investor acknowledges than it has read this document and fully knows and understands the nature and risks of the product, and that client has made its investment decision based on its own analysis and review. All offering documents have been produced for the purpose of providing information about the Notes and will be provided to a maximum of 50 investors in Costa Rica who are Institutional or Sophisticated Investors in accordance with the exemptions established in the Regulations on Public Offers of Values. Any offering document is made available on the condition that it is for the use only by the recipient and may not be passed onto any other person or be reproduced in any part. The Notes have not been and will not be offered in the course of a public offering or of equivalent marketing in Costa Rica. NOTICE TO INVESTORS IN ECUADOR The Notes described herein are not a public offer. The Notes are a private placement and are not being subject to the Ecuadorian Securities Market Law. NOTICE TO INVESTORS IN EL SALVADOR The Notes described herein will not be offered to the public in El Salvador, and according to Article 2 of the Ley de Mercado de Valores (Securities Market Law) of the Republic of El Salvador, Legislative Decree number 809 dated February 16th, 1994, published on the Diario Oficial (Official Gazette) number 73-BIS, Number 323, dated April 21st, 1994, and in compliance with the aforementioned regulation, each investor has represented and agreed that it will not make an invitation for subscription or purchase of the product to indeterminate individuals, nor it will make known its Offering Documentation in the territory of El Salvador through any mass media communication such as Television, Radio, Press, or a similar one. The Notes have not been registered with an authorized stock exchange in the Republic of El Salvador. Any negotiation for the purchase or sale of Notes in the Republic of El Salvador shall only be negotiated on an individual basis with determinate individuals or entities in strict compliance of the aforementioned Article 2 of the Salvadoran Securities Market Law, and shall in any event be effected in accordance with all securities, tax and exchange control, and other applicable laws or regulations of the Republic of El Salvador. NOTICE TO INVESTORS IN GUATEMALA The Notes described herein are not a public offer and have not been registered as a public offer in the Guatemalan Registry of Securities and Commodities (the RNVM ). NOTICE TO INVESTORS IN HONDURAS The Notes described herein are not a public offer of securities. NOTICE TO INVESTORS IN MEXICO The Notes described herein have not been and will not be registered in the National Securities Registry (Registro Nacional de Valores). Therefore, the Notes may not be offered or sold in the United Mexican States ( Mexico ) by any means except in circumstances which do not constitute a public offering (oferta pública) within the meaning of the Securities Market Law (Ley del Mercado de Valores) and its regulations. All applicable provisions of the Securities Market Law must be complied with in respect to anything done in relation to the Notes in, from or otherwise involving Mexico. If located in Mexico, the acquirer hereby 10/11

11 represents and warrants that it is a qualified investor (inversionista calificado) within the meaning of the Mexican Securites Law (Ley del Mercado de Valores) and the regulations in effect as of the date hereof. NOTICE TO INVESTORS IN PANAMA The Notes described herein have not been and will not be registered with the National Securities Commission of Panama under Decree Law N 1 of July 8, 1999 (the Panamanian Securities Act ) and may not be publicly offered or sold within Panama, except in certain limited transactions exempted from the registration requirements of the Panamanian Securities Act. The Notes do not benefit from the tax incentives accorded to registered securities by the Panamanian Securities Act and are not subject to regulation or supervision by the National Securities Commission of Panama. NOTICE TO INVESTORS IN PERU The Notes described herein are not a public offer. The Notes have not been registered before the Superintendencia del Mercado de Valores (SMV) and are being placed by means of a private offer. SMV has not reviewed the information provided to the investor. This offering material is only for the exclusive use of institutional investors in Peru and is not for public distribution. NOTICE TO INVESTORS IN URUGUAY The Notes described herein are not publicly offered, and are private placements not being subject to law nbr The sale of the Notes qualifies as a private placement pursuant to section 2 of Uruguayan law 18,627. The Notes must not be offered or sold to the public in Uruguay, except in circumstances which do not constitute a public offering or distribution under Uruguayan laws and regulations. The Notes are not and will not be registered with the Financial Services Superintendency of the Central Bank of Uruguay. The Notes correspond to investment funds that are not investment funds regulated by Uruguayan law 16,774 dated September 27, 1996, as amended. 11/11