Credit risk: Investors take a credit risk on the Issuer, and ultimately on Societe Generale 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 Societe Generale’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 Societe Generale’s creditworthiness.
Collateralisation and limited recourse: There is no guarantee that following enforcement of the relevant pledge, the collateral proceeds available for distribution (or the value of the collateral assets available to be delivered) will be sufficient to pay all amounts due to investors. If there is any shortfall in amounts due to an investor then such investor shall have no further claim against the Issuer, but keep a claim against the Guarantor in respect of such shortfall amounts.
MV Collateralisation: The value of Collateral Assets actually held in the Collateral Pool will depend on the Secured Note Market Value, which can decrease significantly below the nominal value of the Notes as a result of market fluctuations and/or the Guarantor’s creditworthiness. As a result, after the Guarantor’s default, investors in the product may end up in a situation where the value of Collateral Assets is significantly lower than the investors’ claim under the Notes.
Information when products include a risk of capital loss: For products which include a risk of capital loss, the redemption value of such products may be less than the amount initially invested. In a worst case scenario, investors could sustain the loss of their entire investment. Moreover, regardless the level of the capital protection, the investor may lose part or all of the initially invested amount before the maturity date, if the product is sold by the investor.
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: This product entails a materially relevant liquidity risk. Certain exceptional market circumstances may have a negative effect on the liquidity of the product. The investor may not be able to sell the product easily or may have to sell it at a price that significantly impacts how much he gets back. This may entail a partial or total loss of the invested amount.
Information in the event of a buy back by Societe Generale or of an early termination of the product: Societe Generale may commit to ensure a secondary market. 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 Societe Generale may propose 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 Societe Generale. Societe Generale 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 by the Issuer. Any of these measures may result in losses on the invested amount, regardless of the capital protection of the product, if any.
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).
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.
RISKS RELATING TO THE USE OF A 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.
Capitalized terms used herein shall have the same meaning that those used in the Debt Instrument Issuance Programme available on prospectus.socgen.com