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September 12, 2022

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NOTICE TO THE NOTEHOLDERS | Upgrade of the Ethereum blockchain: “The Merge”


Dated September 8th 2022

Upgrade of the Ethereum blockchain: “The Merge”

Societe Generale – Forge acting as Registrar for several series of Notes issued and registered in a distributed ledger technology (Ethereum public blockchain)


 A significant upgrade of Ethereum blockchain is scheduled to fall on or around 15 September 2022, as announced by Ethereum Foundation[1] (“The Merge”).

The Merge represents the joining of the existing execution layer of Ethereum (“the Mainnet”) based on a Proof-of-Work (“PoW”) consensus mechanism, with its new Proof-of-Stake (“PoS”) consensus layer, Beacon Chain.

As for the effective date of The Merge, the PoW consensus mechanism will be replaced by the Beacon Chain PoS consensus mechanism, which will become the consensus engine for all network data, including execution layer, transactions, account balances and block validations of Ethereum.

As Mainnet gets merged with Beacon Chain, it will also merge the entire transactional history and data of Ethereum.

To date, several testnets have already migrated in a satisfactory manner.

What is at stake?

Since its inception, Ethereum planned to implement a PoS consensus mechanism.

PoW consensus requires miners to spend energy to use their computing hardware to solve a puzzle with the objective of avoiding sybil attacks. Swapping PoW for PoS, where the real-world value invested comes from ETH staked directly in a smart contract, removes the need for miners to burn energy to add a block into the blockchain. Therefore, the energy consumption for securing the network is expected to be drastically reduced, according to Ethereum’s website:[2]

Potential risks

The migration from the PoW to the PoS consensus mechanism is expected to be supported massively by Ethereum community. However, there is a risk that some minors fork Ethereum and push for a PoW alternative to continue to receive rewards on mining activity and not to lose money on computing hardware in which they invested. It would mean that two different versions of the blockchain would coexist after The Merge. In that case, the smart contract of the Issuance would be duplicated on both versions, which would mean that the Notes, the holdings and the transfers of the Notes could evolve differently between PoS and PoW versions of Ethereum.

In the case where a hard fork would occur following The Merge, SG-FORGE acting as Registrar for several series of Notes issued on Ethereum, pursuant to its business continuity plan and in accordance with article R.211-9-7 of the French Monetary and Financial Code will maintain the Registers of the Notes and will broadcast any further transaction only on the PoS version of Ethereum, which will constitute the sole valid and biding Register of the Notes. Any of the transfer instruction the SG-FORGE would receive on the PoW hard forked version of Ethereum will be dismissed.

The Merge might cause other risks such as, inter alia, disruptions, slowdowns on the functioning of the Ethereum blockchain at the time of the migration.

Since, The Merge is an unprecedent event on Ethereum, all the potential risks cannot be anticipated. In this context, SG-FORGE will make all necessary action with the approval of the Issuers and following the consultation of Ethereum’s community.

Those risks and uncertainties should be considered by Noteholders when instructing the Registrar to execute a transaction on or on the days following The Merge.

For any question, Noteholders may contact SG-FORGE at

No general or press queries will be considered at this address.




[2] The website presents itself as “a public, open-source resource for the Ethereum community that anyone can contribute to. [It has] a small team dedicated to maintaining and developing the site which is funded by the Ethereum Foundation.

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