Credit Risk: Entering into this transaction creates a credit risk on the counterparty and the guarantor (if any), i.e. the coun-terparty’s and the guarantor’s (if any) insolvency may notably result in the early termination of the transaction or in the partial or total loos of the invested amount (if any).
Credit derivatives : For credit linked instruments (i.e. derivatives, notes), investors will also be exposed to the credit risk of the reference entity(ies) (or the reference bond issuer) mentioned in such product e.g. the reference entity(ies) (or the refe-rence bond issuer’s) insolvency may result in the partial or total loss of the invested amount.
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, if any (e.g. premium).
There is no market on which the product may be traded and this may have a material adverse effect on the price at which the product can be resold and may entail a partial or total loss of the invested amount. The product may be totally illiquid and it may be impossible to resell the product.
Adjustment or substitution – Early redemption of the product: In order to take into account the consequences on the pro-duct of certain extraordinary events which could affect the underlying instrument(s) of the product, the product’s docu-mentation provides for (i) adjustment or substitution mechanisms and, in certain cases, (ii) the early redemption of the product. Any of these measures may result in losses on the invested amount, regardless of the capital protection of the product, if any.
Risks relating to unfavourable market conditions: The fluctuations in the marked-to-market value of the product may requi-re the counterparty to pay margin calls, to make provisions or resell the product in whole or in part before maturity, in order to enable the counterparty to comply with its contractual or regulatory obligations. As a consequence, the counter-party may have to liquidate the product under unfavourable market conditions, which may notably result in the partial or total loss of the invested amount (if any). This risk will be even higher if the product includes leverage.
Societe Generale will be the sole provider of a secondary market for the product.
Leverage: This product 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.
Information on products with underlying(s) in foreign currency(ies) or multi-currency products without protection against 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.
Guarantee by Societe Generale: The product benefits from a guarantee by Société Générale (hereinafter referred to as the “Guarantor”). The due and punctual payment by the principal debtor of any sums owed in respect of the product is guaran-teed by the Guarantor, according to the terms and subject to the conditions set forth in such a guarantee, available at the Guarantor’s office on request. Consequently, the investor is exposed to a credit risk on the Guarantor.
Buy Back or Early Termination: “Buy back by Société Générale or of an early termination of the product: Although there is no general undertaking from Société Générale to buy back, terminate early or propose prices for products during the life of such products, Société Générale may expressly commit to do so on a case by case basis. The performance of this commit-ment 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.”
U.S Selling Restrictions: 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 Transfere-e. 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 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 acknowledge-ments, representations and agreements set out in the base prospectus.
Risks related to the use of the distributed ledger technology to issue, register and transfer the financial instrument
Transfers of financial instruments will occur exclusively through the distributed ledger technology, except if an extraordinary event occurs and exclusively at the discretion of the issuer of the financial instruments without investors approval.
Distributed ledger technology is a nascent and rapidly changing technology and as a result the new capabilities are not fully proven in use and remain largely untested in financial markets. The development and continuity of distributed ledger networks is therefore subject to a high degree of uncertainty.
Insufficient testing of the distributed ledger technology may cause the integrated software to malfunction or function incorrectly. Any error or unexpected functionality may cause a loss of confidence in the distributed ledger technology and result in a decline in value of the financial instruments and substantial losses to investors.
A disruption of the settlement transaction repository could temporarily disrupt the reconciliation by the registrar between the public address and the identity of the holders of the financial instruments, which could impact the liquidity or the value of the product and expose the investor to a total loss risk.
The open-source nature of the distributed ledger technology and the smart contracts software implies that they may be subject to specific malicious cyber-attacks or may contain exploitable flaws, which may result in security breaches, which may result in a loss of trust in the security and operation of the distributed ledger technology, in a decline in user activity and a consequent reduction of liquidity which could have a negative impact on the financial instruments.
The malfunction, unintended function, coding or human error or unexpected functioning of the smart contracts to register the financial instruments on the distributed ledger technology may have adverse consequences on the settlement, the registration and the transfer of the financial instruments.
The distributed ledger technology network may present software vulnerabilities, be overtaken by advances in cryptography or in computing power or experience a fork, which may have adverse consequences on the registration of the financial instruments on the distributed ledger technology.
The rewards and transaction fees may be insufficiently high to incentivize transaction validators, causing a reduction of the overall security level of the distributed ledger technology, which could have a materially adverse effect on the registration, the transfers, the liquidity or the value of the products.
Prior to investing in the product, investors should seek independent financial, tax, accounting and legal advice.
It is each investor’s responsibility to ascertain that it is authorised to subscribe, or invest into, this product.
Investors should refer to the prospectus and any final terms before any investment in the product. Société Générale recommends that investors read carefully the “risk factors” section of the product’s prospectus.
If, under applicable laws and regulations, any person (the “Interested Party”) is required to disclose to prospective inves-tors in the product any commission or remuneration that Société Générale or the issuer pays 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.
This document is of a commercial and not of a regulatory nature.
Authorisation: Societe Generale 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 complaint you may have, please contact us using the following link : https://wholesale.banking.societegenerale.com/en/compliance-regulatory-information/useful-information/client-claim/
No offer to contract: This document does not constitute an offer, or an invitation to make an offer, from Société Générale to purchase or sell the product referred to herein.
Marketing of Underlying Forbidden : THE UNDERLYING INSTRUMENT(S) OF THIS PRODUCT OR INDEX, AS THE CASE MAY BE, MAY NOT BE AUTHORISED TO BE MARKETED IN THE COUNTRY(IES) WHERE SUCH PRODUCT OR INDEX, AS APPLICABLE IS PRESENTED. THE ATTENTION OF INVESTORS IS DRAWN TO THE FACT THAT THE PRESENTATION OF THIS PRODUCT OR IN-DEX, AS APPLICABLE, 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).
Private placement: 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 an offer of the product requires that a prospectus is established pursuant to the Directive 2003/71 or the Prospectus Regulation 2017/1129 (the “Prospec-tus Regulation”) both as amended from time to time (non exempt offer), this PRODUCT IS OFFERED ON A PRIVATE PLACE-MENT BASIS and no prospectus has been approved in that country by the local regulator (exempt offer). 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, pursuant to Article 2(d) of the Prospectus Regulation, save in those circumstances (commonly called “private placement”) set out in Articles 1.3 and 1.4 (a) to (d) of the Prospectus Regulation 2017/1129.
Confidentiality: This document is confidential and may be neither communicated to any third party (with the exception of external advisors on the condition that they themselves respect this confidentiality undertaking) nor copied in whole or in part, without the prior written consent of the Issuer and/or Societe Generale.
Expected tax treatment: The obtaining of the tax, accounting or regulatory advantages or treatments defined in this document depends on each investor’s particular tax, accounting or regulatory status, the jurisdiction from which it invests as well as applicable laws. This tax, accounting or regulatory treatment can be modified at any time. We recommend to investors who wish to obtain further information on their tax, accounting or regulatory status that they seek assistance from their tax, accounting or regulatory advisor.
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 Societe Genera-le nor the Issuer shall not assume any liability in this respect.
The market information displayed in this document is based on data at a given moment and may change from time to time.
As a consequence of the current geopolitical turmoil involving Russia and Ukraine financial markets are going through a severe market downturn marked by distressed asset valuations, increased volatility and high uncertainty on potential future evolutions. In these troubled market conditions investors should thoroughly analyze the risks and benefits of their financial decisions, taking into consideration all potential implications of the particular current situation.
Société Générale Global Banking and Investor Solutions
17 cours Valmy – 92987 Paris – La Défense Cedex
Siège Social : 29 Bd Haussmann, 75009 Paris
552 120 222 RCS Paris – APE : 651C – SIRET : 552 120 222 000 13
Société anonyme au capital de 1 062 354 722,50 euros
Société Générale est un établissement de crédit (banque) agréé par l’ACPR.
Societe Generale-FORGE is a subsidiary of Societe Generale Group. Societe Generale-FORGE provides issuers and investors with end-to-end services to issue and manage financial instruments registered on a distributed ledger technology.
Societe Generale-FORGE is a French investment firm supervised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) and regulated by the Autorité des Marchés Financiers (the French financial markets regulator). It is licensed for the provision of the following services: reception and transmission of orders, execution of orders on behalf of clients and safekeeping and administration of financial instruments for the account of clients, including custodianship and related services. Societe Generale-FORGE is registered as a digital assets service provider by the AMF.
For more information, visit Societe Generale-FORGE’s website: www.sgforge.com
Societe Generale-FORGE
Registered Office: 17 Cours Valmy 92800 Puteaux (France)
882 696 628 RCS Nanterre
Société anonyme with a capital stock of EUR 14, 904, 727.20 (03/02/2022)
Societe Generale-FORGE is a French investment firm supervised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) and regulated by the Autorité des Marchés Financiers (the French financial markets regulator).
Credit Risk: Entering into this transaction creates a credit risk on the counterparty and the guarantor (if any), i.e. the coun-terparty’s and the guarantor’s (if any) insolvency may notably result in the early termination of the transaction or in the partial or total loos of the invested amount (if any).
Credit derivatives : For credit linked instruments (i.e. derivatives, notes), investors will also be exposed to the credit risk of the reference entity(ies) (or the reference bond issuer) mentioned in such product e.g. the reference entity(ies) (or the refe-rence bond issuer’s) insolvency may result in the partial or total loss of the invested amount.
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, if any (e.g. premium).
There is no market on which the product may be traded and this may have a material adverse effect on the price at which the product can be resold and may entail a partial or total loss of the invested amount. The product may be totally illiquid and it may be impossible to resell the product.
Adjustment or substitution – Early redemption of the product: In order to take into account the consequences on the pro-duct of certain extraordinary events which could affect the underlying instrument(s) of the product, the product’s docu-mentation provides for (i) adjustment or substitution mechanisms and, in certain cases, (ii) the early redemption of the product. Any of these measures may result in losses on the invested amount, regardless of the capital protection of the product, if any.
Risks relating to unfavourable market conditions: The fluctuations in the marked-to-market value of the product may requi-re the counterparty to pay margin calls, to make provisions or resell the product in whole or in part before maturity, in order to enable the counterparty to comply with its contractual or regulatory obligations. As a consequence, the counter-party may have to liquidate the product under unfavourable market conditions, which may notably result in the partial or total loss of the invested amount (if any). This risk will be even higher if the product includes leverage.
Societe Generale will be the sole provider of a secondary market for the product.
Leverage: This product 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.
Information on products with underlying(s) in foreign currency(ies) or multi-currency products without protection against 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.
Guarantee by Societe Generale: The product benefits from a guarantee by Société Générale (hereinafter referred to as the “Guarantor”). The due and punctual payment by the principal debtor of any sums owed in respect of the product is guaran-teed by the Guarantor, according to the terms and subject to the conditions set forth in such a guarantee, available at the Guarantor’s office on request. Consequently, the investor is exposed to a credit risk on the Guarantor.
Buy Back or Early Termination: “Buy back by Société Générale or of an early termination of the product: Although there is no general undertaking from Société Générale to buy back, terminate early or propose prices for products during the life of such products, Société Générale may expressly commit to do so on a case by case basis. The performance of this commit-ment 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.”
U.S Selling Restrictions: 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 Transfere-e. 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 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 acknowledge-ments, representations and agreements set out in the base prospectus.
Risks related to the use of the distributed ledger technology to issue, register and transfer the financial instrument
Transfers of financial instruments will occur exclusively through the distributed ledger technology, except if an extraordinary event occurs and exclusively at the discretion of the issuer of the financial instruments without investors approval.
Distributed ledger technology is a nascent and rapidly changing technology and as a result the new capabilities are not fully proven in use and remain largely untested in financial markets. The development and continuity of distributed ledger networks is therefore subject to a high degree of uncertainty.
Insufficient testing of the distributed ledger technology may cause the integrated software to malfunction or function incorrectly. Any error or unexpected functionality may cause a loss of confidence in the distributed ledger technology and result in a decline in value of the financial instruments and substantial losses to investors.
A disruption of the settlement transaction repository could temporarily disrupt the reconciliation by the registrar between the public address and the identity of the holders of the financial instruments, which could impact the liquidity or the value of the product and expose the investor to a total loss risk.
The open-source nature of the distributed ledger technology and the smart contracts software implies that they may be subject to specific malicious cyber-attacks or may contain exploitable flaws, which may result in security breaches, which may result in a loss of trust in the security and operation of the distributed ledger technology, in a decline in user activity and a consequent reduction of liquidity which could have a negative impact on the financial instruments.
The malfunction, unintended function, coding or human error or unexpected functioning of the smart contracts to register the financial instruments on the distributed ledger technology may have adverse consequences on the settlement, the registration and the transfer of the financial instruments.
The distributed ledger technology network may present software vulnerabilities, be overtaken by advances in cryptography or in computing power or experience a fork, which may have adverse consequences on the registration of the financial instruments on the distributed ledger technology.
The rewards and transaction fees may be insufficiently high to incentivize transaction validators, causing a reduction of the overall security level of the distributed ledger technology, which could have a materially adverse effect on the registration, the transfers, the liquidity or the value of the products.
Prior to investing in the product, investors should seek independent financial, tax, accounting and legal advice.
It is each investor’s responsibility to ascertain that it is authorised to subscribe, or invest into, this product.
Investors should refer to the prospectus and any final terms before any investment in the product. Société Générale recommends that investors read carefully the “risk factors” section of the product’s prospectus.
If, under applicable laws and regulations, any person (the “Interested Party”) is required to disclose to prospective inves-tors in the product any commission or remuneration that Société Générale or the issuer pays 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.
This document is of a commercial and not of a regulatory nature.
Authorisation: Societe Generale 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 complaint you may have, please contact us using the following link : https://wholesale.banking.societegenerale.com/en/compliance-regulatory-information/useful-information/client-claim/
No offer to contract: This document does not constitute an offer, or an invitation to make an offer, from Société Générale to purchase or sell the product referred to herein.
Marketing of Underlying Forbidden : THE UNDERLYING INSTRUMENT(S) OF THIS PRODUCT OR INDEX, AS THE CASE MAY BE, MAY NOT BE AUTHORISED TO BE MARKETED IN THE COUNTRY(IES) WHERE SUCH PRODUCT OR INDEX, AS APPLICABLE IS PRESENTED. THE ATTENTION OF INVESTORS IS DRAWN TO THE FACT THAT THE PRESENTATION OF THIS PRODUCT OR IN-DEX, AS APPLICABLE, 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).
Private placement: 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 an offer of the product requires that a prospectus is established pursuant to the Directive 2003/71 or the Prospectus Regulation 2017/1129 (the “Prospec-tus Regulation”) both as amended from time to time (non exempt offer), this PRODUCT IS OFFERED ON A PRIVATE PLACE-MENT BASIS and no prospectus has been approved in that country by the local regulator (exempt offer). 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, pursuant to Article 2(d) of the Prospectus Regulation, save in those circumstances (commonly called “private placement”) set out in Articles 1.3 and 1.4 (a) to (d) of the Prospectus Regulation 2017/1129.
Confidentiality: This document is confidential and may be neither communicated to any third party (with the exception of external advisors on the condition that they themselves respect this confidentiality undertaking) nor copied in whole or in part, without the prior written consent of the Issuer and/or Societe Generale.
Expected tax treatment: The obtaining of the tax, accounting or regulatory advantages or treatments defined in this document depends on each investor’s particular tax, accounting or regulatory status, the jurisdiction from which it invests as well as applicable laws. This tax, accounting or regulatory treatment can be modified at any time. We recommend to investors who wish to obtain further information on their tax, accounting or regulatory status that they seek assistance from their tax, accounting or regulatory advisor.
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 Societe Genera-le nor the Issuer shall not assume any liability in this respect.
The market information displayed in this document is based on data at a given moment and may change from time to time.
As a consequence of the current geopolitical turmoil involving Russia and Ukraine financial markets are going through a severe market downturn marked by distressed asset valuations, increased volatility and high uncertainty on potential future evolutions. In these troubled market conditions investors should thoroughly analyze the risks and benefits of their financial decisions, taking into consideration all potential implications of the particular current situation.
Société Générale Global Banking and Investor Solutions
17 cours Valmy – 92987 Paris – La Défense Cedex
Siège Social : 29 Bd Haussmann, 75009 Paris
552 120 222 RCS Paris – APE : 651C – SIRET : 552 120 222 000 13
Société anonyme au capital de 1 062 354 722,50 euros
Société Générale est un établissement de crédit (banque) agréé par l’ACPR.
Societe Generale-FORGE is a subsidiary of Societe Generale Group. Societe Generale-FORGE provides issuers and investors with end-to-end services to issue and manage financial instruments registered on a distributed ledger technology.
Societe Generale-FORGE is a French investment firm supervised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) and regulated by the Autorité des Marchés Financiers (the French financial markets regulator). It is licensed for the provision of the following services: reception and transmission of orders, execution of orders on behalf of clients and safekeeping and administration of financial instruments for the account of clients, including custodianship and related services. Societe Generale-FORGE is registered as a digital assets service provider by the AMF.
For more information, visit Societe Generale-FORGE’s website: www.sgforge.com
Societe Generale-FORGE
Registered Office: 17 Cours Valmy 92800 Puteaux (France)
882 696 628 RCS Nanterre
Société anonyme with a capital stock of EUR 14, 904, 727.20 (03/02/2022)
Societe Generale-FORGE is a French investment firm supervised by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) and regulated by the Autorité des Marchés Financiers (the French financial markets regulator).