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Structured Notes are debt obligations of an issuer where the potential return is linked to the performance of a single
asset (for example, a stock, an index, a commodity or a currency) or a basket of assets.
STRUCTURED NOTES ARE NOT BANK DEPOSITS, ARE NOT GOVERNMENT INSURED AND, UNLESS OTHERWISE
STATED, ARE NOT AN OBLIGATION OF NOR GUARANTEED BY CITIGROUP INC. OR ITS AFFILIATES AND ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED.
PRODUCT SUMMARY
Investors should note that the below is only a summary of the products features. Investors must read this document
in its entirety for full details of the product, the risks associated with it and the roles of the various parties.
1
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
STRUCTURED NOTES
Structured notes are debt obligations of an issuer where the return is linked to the performance of a single asset (for
example, a stock, an index, a commodity or a currency) or a basket of assets.
STRUCTURED NOTES ARE NOT BANK DEPOSITS, ARE NOT GOVERNMENT INSURED AND, UNLESS OTHERWISE
STATED, ARE NOT AN OBLIGATION OF NOR GUARANTEED BY CITIGROUP INC. OR ITS AFFILIATES AND ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED.
PRINCIPAL PROTECTION
These Notes are Principal protected. This means if the Notes are held to the Maturity Date, then the Issuer is obliged
to return, at least, 100% of the Principal. The Principal protection is, however, subject to the credit risk of the Issuer
and the Guarantor. This means that, should the Issuer and the Guarantor become insolvent or fail in any other way
before or when the Notes mature, investors may not get back any of the Principal or any other interest, coupon,
participation or such other amount that has accrued to the investor prior to the failure of the Issuer and the
Guarantor . For further information on this risk please refer to the Credit Risk in Key Risks section of this term
sheet, which is not exhaustive. Further unexpected or unforeseen risks and micro and macroeconomic circumstances
may also negatively impact the market value of any of the Underlyings and, consequently, of these Notes.
2
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
PRODUCT DESCRIPTION
These 2 year USD Notes (the Notes) aim to provide to the investor a limited return linked to the equally weighted
average recorded performance of the Underlyings (the Basket). The Basket comprises 5 equally weighted stocks, as
per the table below. The Notes will pay a return depending on the performance of the Basket which is calculated as
the equally weighted average recorded performance of each Underlying (for more information please see below).
The Basket
BASKET PERFORMANCE
The performance of the Basket is calculated as the equally weighted average Recorded Performance of each
Underlying.
If on any scheduled trading day from and excluding Valuation Date (0) to and including Valuation
1
Date (1), the closing price of any individual Underlying is equal to or greater than (120% -125%) of
its respective closing price on Valuation Date (0) (each its Barrier Level), a Knock-Out Event will be
deemed to have occurred for that Underlying and the Recorded Performance for that Underlying
shall be 4% for the purpose of the calculation of the final redemption amount, regardless of that
Underlyings actual performance between Valuation Date (0) and Valuation Date (1).
Otherwise the Recorded Performance for that Underlying will be equal to the actual performance
between Valuation Date (0) and Valuation Date (1) (i.e. the closing price of the Underlying on
Valuation Date (1) divided by the closing price of the Underlying on Valuation Date (0) expressed as
a percentage MINUS 100.00%).
PAYOUT AT MATURITY*
At maturity an investor will receive the Principal PLUS an additional payment equal to the equally weighted average
Recorded Performance of each of the Underlyings, as described above (the Basket Performance) multiplied by the
Principal, subject to a minimum additional payment of ZERO USD and a maximum additional payment of [19.99%-
1
24.99% ] of the Principal.
For the avoidance of doubt if each Underlying closing price has been equal to or greater than its respective Barrier
Level on any scheduled trading day between Valuation Date (0) (excluded) and Valuation Date (1) (included), the
Recorded Performance for each Underlying will be 4% which means that the Basket Performance shall be 4% and, as a
3
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
result, the investor will receive 100% of the Principal PLUS a payment equal to 4% of the Principal. In addition, if the
Basket Performance is negative or zero, investors shall receive at maturity 100% of the Principal ONLY.
The Notes are 100% Principal protected but investors should understand that Principal protection only applies if they
hold the Notes until maturity and in any event, is subject to the credit risk of the Issuer and the Guarantor (See Risk
Factors - Credit Risk for more information).
1
This figure will be set according to market conditions on Valuation Date (0).
*Subject to the credit risk of the Issuer and the Guarantor.
These Notes offer the investor an opportunity for a potential limited return that is linked to the equally weighted
average recorded performance of Facebook Inc., Apple Inc., Bayer AG., Banco Santander S.A. and Vodafone Group PLC.
4
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
Historical performance of each Underlying from 3 September 2010 to 2 September 2015
th
Note FB UW is listed since the 17 of May 2012.
Source: Bloomberg 2 September 2015
5
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
INVESTMENT OBJECTIVES
6
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
That the credit ratings and outlook of the Issuer certain reasons such as illegality, tax issues and/or
and Guarantor is subject to change during the some form of market event or change in the law
Term of the Notes (see Credit Risk). that may impact the Issuer or its affiliates. Any
The risks associated with investing in medium early redemption will be determined by the
term Notes (see Key Risks). Calculation Agent in accordance with the terms of
Low liquidity, as this is a buy and hold strategy. the Notes which are described more fully in the
The possibility of losing all or part of the Principal Offering Documents (see also Key Risks and
and any return if the Notes are subject to early Early Repayment Risk).
redemption by the Issuer. This can occur for
100% Principal protected* structured investment products are designed to provide returns linked to an underlying
market factor while protecting the Principal (subject to credit risk of the Issuer and Guarantor - see Key Risks-Credit
Risk).
7
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
INVESTMENT PROFILE
Maximum Time
<1 1 2 3 4 5
Horizon in Years
1 2 3 4 5 6
Product Rating
Very Low Low Moderate Moderately High High Very High
The numeric product rating of a product is an indication of its risk on a scale of 1 to 6, where 1 is the lowest and 6 the
highest risk category. This scale reflects the relative risk of products and is not intended to consider additional risk
factors that are external to the product. Examples of such external factors include investments funded with loans and
translation risk of products denominated in currencies other than the investors home currency. Your relationship
manager can provide further detail on the risk factors that have not been taken into account when determining the
product rating. Your eventual decision to invest in a particular product should be based on your investment objectives,
risk tolerance, knowledge and experience.
Higher product ratings will tend to primarily reflect greater volatility (i.e. fluctuation in value) of the market factors
affecting the products value than for lower risk products. Higher product ratings also apply to products that either
have restrictions on early redemption or do not allow early redemption, or have other factors affecting the
determination of a realisable market price.
8
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
The following descriptions provide general guidance on what product ratings are intended to indicate.
Investors must understand that market conditions change and the products risk may increase or decrease
over its term. If you require further clarification on product ratings please ask your relationship manager.
Risk of some Loss mitigated by a reasonably high certainty of being able to obtain a price at
2 Low
short notice which means the product can be sold quickly under normal market conditions.
Risk of moderate to significant Loss associated with fairly volatile markets, mitigated by a
3 Moderate reasonably high certainty of being able to obtain a price at short notice which means the
product can be sold quickly under normal market conditions.
Risk of significant Loss associated with higher volatility markets and the possibility of material
event risks such as extreme market price changes and greater risk of corporate insolvency.
Moderately
4 Under normal market conditions there is a reasonably high certainty of being able to obtain a
High
price but market conditions may change which means that it may be difficult to sell the
product quickly.
Risk of very significant Loss due to strategy and event risks. The product may have
uncertainty of realisable value at any given time or restrictive redemption terms which
5 High
means that it may not be possible to sell the product for a significant period of time or, for
derivative products, additional investment of capital may be required to meet margin calls.
Risk of very substantial Loss due to high strategy and event risks. The product may have
material uncertainty of realisable value at any given time or lack of redemption rights which
6 Very High
means that there is very substantial risk of Loss in the event of a forced sale or, for derivative
products, additional investment of capital may be required to meet margin calls.
9
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
WORKED EXAMPLES
We have included the following worked examples based on a range of scenarios to help you understand the basis of
calculation of potential return on the Note. These worked examples are provided for illustrative purposes only and do
not purport to give any indication of how the Note may perform in the future and are not a reliable indicator of future
performance.
The worked examples below assume the amount invested is USD 10,000 and that the Barrier Level is 120% of the
Underlying closing level on Valuation Date (0). A Knock-Out Event is deemed to have occurred in respect of an
Underlying if on any scheduled trading day between Valuation Date (0) (excluded) and Valuation Date (1) (included) if
the closing price of such Underlying has ever been at or above its respective Barrier Level. If a Knock-Out Event has
occurred, the Recorded Performance for that Underlying is 4%. Otherwise if a Knock-Out Event has not occurred,
Recorded Performance will be actual performance between Valuation Date (0) and Valuation Date (1). The Basket
Performance is the equally weighted average of each individual Underlyings Recorded Performance.
Please note that all Underlying closing levels have, for the ease of calculation, been given hypothetical values which do
not reflect the current level of the Underlyings nor their potential levels in the future.
Scenario 1 All Underlyings appreciate between Valuation Date (0) and Valuation Date (1). The Knock-Out Event is
deemed to have occurred in respect of one Underlying. Basket Performance is positive, investors receive 100% of
the Principal at maturity PLUS an additional return equal to the Basket Performance multiplied by the Principal.
Scenario 2 Two Underlyings depreciate between Valuation Date (0) and Valuation Date (1). The Knock-Out Event
is deemed to have occurred in respect of one Underlying. Basket Performance is negative and therefore investors
only receive 100% of the Principal at maturity.
10
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
Scenario 3 All Underlyings apreciate between Valuation Date (0) and Valuation Date (1). The Knock-Out Event is
deemed to have occurred in respect of all Underlyings. Basket Performance is 4.00% and therefore investors receive
100% of the Principal at maturity PLUS an additional payment equal to the Basket Performance (4%) multiplied by
the Principal.
Scenario 4 All Underlyings depreciate between Valuation Date (0) and Valuation Date (1). The Knock-Out Event is
not deemed to have occurred in respect of any Underlying. Basket Performance is negative and therefore investors
only receive 100% of the Principal at maturity.
11
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
The Final Terms will be issued and communicated after the investors investment is made.
This term sheet is subject to the Offering Documents and to the extent that there is any inconsistency, the Offering
Documents shall prevail.
Issuer SG Issuer
Please refer to page 19 for important information regarding these Ratings & Outlooks and also see
Key Risks Ratings.
The provisions of the following Indicative Terms and Conditions apply: Indicative Terms and
Type of Structured
Conditions for Share Linked Notes.
Notes
Such Indicative Terms and Conditions contain, amongst others, the provisions for determining any
amount where calculation is impossible or impracticable.
Reference of the
Not Applicable
Product
Fixed Rate Note
Not Applicable
Provisions
Floating Rate Note
Not Applicable
Provisions
Structured Interest
Not Applicable
Note Provisions
12
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
Automatic Early
Not Applicable
Redemption
K Company Bloomberg Exchange Website
Ticker
1 Facebook FB UW NASDAQ GLOBAL www.facebook.com
Inc. Equity SELECT TEMP_MARKET
2 Apple Inc. AAPL UW NASDAQ GLOBAL www.apple.com
Equity SELECT TEMP_MARKET
Basket (each an
3 Bayer AG. BAYN GY XETRA TRADING www.bayer.com
Underlying)
Equity SYSTEM
4 Banco SAN SQ MERCADO CONTINUO www.gruposantander.com
Santander Equity ESPAA
S.A.
5 Vodafone VOD LN London Stock Exchange www.vodafone.com
Group PLC. Equity
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% + Max (0%; 1/5 x Sum (k from 1 to 5) Recorded Perf (k))]
S(i,k) means in respect of any Valuation Date(i) the Closing Price of each Underlying(k), as defined in
(i from 0 to 1)
Condition 4.0 of the Indicative Terms and Conditions relating to Formulae
(k from 1 to 5)
(A) if Knock-Out Event(k) has not occurred for Underlying(k):
Recorded
Performance(k)
Recorded Perf (k) = (S(1,k)/S(0,k)) -1
(B) Otherwise:
(k from 1 to 5)
Recorded Perf (k) = 4%
If on at least one Scheduled Trading Day that is not a Disrupted Day from and excluding the
Knock-Out Event(k) Valuation Date(0) to and including the Valuation Date(1), the Closing Price of the Underlying(k) is
higher than or equal to its Barrier Level(k), then the Knock-Out Event(k) will be deemed to have
(K from 1 to 5)
occurred for Underlying(k).
Barrier Level (k) 1
(120% -125%) x S(0,k)
1
This figure will be set according to market conditions on the Issue Date
(k from 1 to 5)
Business Day Convention Following Payment Business Day. If a specified date falls on a non-
Payment Business Day: business day, such date will be the first following day that is a business day. No interest will accrue if
payment is delayed for this reason.
Financial Centre(s) New York City
ISIN TBD
Trigger redemption at
Not Applicable.
the option of the Issuer
13
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
Principal protection 100% of Specified Denomination at Maturity Date unless the Note is previously redeemed and
/Capital guarantee subject to the credit risk of the Issuer and the Guarantor.
Socit Gnrale ensures a secondary market daily during the term of the product with a maximum
Secondary Market
bid-offer spread of 1%, under normal market conditions.
Calculation Agent Socit Gnrale
14
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
KEY RISKS
Prospective investors are advised to read these Key Risks associated with the Notes carefully. These risks are not,
and are not intended to be, a complete list of all risks and considerations relevant to the Notes or your decision to
purchase the Notes. These risks are in addition to the risks described in the Issuers Offering Documents to which
you should refer. In the event of any inconsistencies between this Term Sheet and the Issuers Offering Documents,
the Issuers Offering Documents shall prevail.
15
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
The product may at any time be subject to significant the early redemption of the product. This may result in
price movement which may in certain cases lead to losses on the product.
the loss of the entire amount invested. The accuracy, completeness or relevance of the
Certain products may include embedded leverage, information which has been drawn from external
which amplifies the variation, upwards or downwards, sources is not guaranteed although it is drawn from
in the value of the underlying instrument(s), which sources reasonably believed to be reliable. Subject to
may result, in a worst case scenario, in the partial or any applicable law, neither Socit Gnrale nor the
total loss of the invested amount. issuer shall assume any liability in this respect.
The fluctuations in the marked-to-market value of The value of your investment may fluctuate. When
certain products may require the investor to make simulated past performance or past performance is
provisions or resell the products in whole or in part displayed, the figures relating thereto refer or relate
before maturity, in order to enable the investor to to past periods and are not a reliable indicator of
comply with its contractual or regulatory obligations. future results. This also applies to historical market
As a consequence, the investor may have to liquidate data. When future performance is displayed, the
these products under unfavourable market conditions, figures relating to future performance are a forecast
which may result in the partial or total loss of the and are not a reliable indicator of future results.
invested amount. This risk will be even higher if these Furthermore, where past performance or simulated
products include leverage. past performance relies on figures denominated in a
For certain products, there is no liquid market on currency other than that of the country of residence of
which such products can be easily traded, and this an investor, the return for such investor may increase
may have a material adverse effect on the price at or decrease as a result of currency fluctuations.
which such products might be sold. As a consequence, Finally, when past or future performance or simulated
the investor may lose part or all of the invested past performance is displayed, the potential return
amount. may also be reduced by the effect of commissions,
Certain exceptional market circumstances may also fees, taxes or other charges borne by the investor.
have a negative effect on the liquidity of the product, It is each investors responsibility to ascertain that it is
and even render the product entirely illiquid, which authorised to subscribe, or invest into, this product.
may make it impossible to sell the product and result The underlying instrument(s) of certain products may
in the partial or total loss of the invested amount. not be authorised to be marketed in the country(ies)
Although there is no general undertaking from Socit where such products are offered. The attention of
Gnrale to buy back, terminate early or propose investors is drawn to the fact that the offering of these
prices for products during the term of such products, products in this (these) country(ies) in no way
Socit Gnrale may expressly commit to do so on a constitutes an offer, or an invitation to make an offer,
case by case basis. The performance of this to subscribe to, or purchase, the underlying
commitment shall depend on (i) general market instrument(s) in such country(ies). If, under applicable
conditions and (ii) the liquidity conditions of the laws and regulations, any person (the Interested
underlying instrument(s) and, as the case may be, of Party) is required to disclose to prospective investors
any other hedging transactions. The price of such in the product any commission or remuneration that
products (in particular, the bid/offer spread that Socit Gnrale and/or the issuer pay(s) to, or
Socit Gnrale may propose from time to time for receives from, such Interested Party in respect of the
the repurchase or early termination of such products) product, the Interested Party shall be solely
will include, inter alia, the hedging and/or unwinding responsible for compliance with such laws and
costs generated by such a buy back for Socit regulations. When the underlying asset(s) is/are
Gnrale. Socit Gnrale and/or its subsidiaries quoted and/or expressed in a foreign currency and/or,
cannot assume any responsibility for such in the case of an index or an asset basket, it contains
consequences and for their impact on the transactions components expressed and/or quoted in one or
relating to, or investment into, the relevant products. several foreign currency(ies), the value of the
In order to take into account the consequences on the investment may increase or decrease as a result of the
product of certain extraordinary events which could value of such currency(ies) against the euro or any
affect the underlying instrument(s) of the product, the other currency in which the product is expressed,
products documentation provides for (i) adjustment unless the product includes a currency exchange
or substitution mechanisms and, in certain cases, (ii) guarantee.
16
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
Credit Risk: Prospective and actual conflicts of interest may arise
By acquiring the product, the investor takes a credit from the different roles played by Socit Gnrale
risk on the issuer and its guarantor (if any), i.e. the and its affiliates in connection with the Notes or as a
issuers and/or guarantors insolvency may result in consequence of its activities in connection with the
the partial or total loss of the invested amount. Notes more generally. The economic interest of
For credit derivative transactions or credit linked notes, Socit Gnrale and its affiliates in each role and/or
investors will also be exposed to the credit risk of the activities in connection with the Notes may be in
reference entity(ies) mentioned in such product, i.e. conflict with the interests of the holders of the Notes.
the reference entity(ies) insolvency may result in the Neither Socit Gnrale nor any of its affiliates owes
partial or total loss of the invested amount. any duty to such holders to avoid any such conflicts.
For products whose payment or redemption formula
includes a full or partial capital protection, such As the Calculation Agent is an affiliate of the Issuer
protection is only valid at the maturity date. The potential conflicts of interest may arise between the
attention of investors is drawn to the fact that, before Calculation Agent and the holders of the Notes
the maturity date, the price or value of such products including with respect to certain determinations that
may be lower than the level of this capital protection. the Calculation Agent must make. The Calculation
As a consequence, the investor may lose part or all of Agent is obliged to carry out its duties and functions as
the invested amount if the product is sold before the Calculation Agent in good faith and using its
maturity date. reasonable judgment however, subject to always
For products which include a risk of capital loss, the acting only within the parameters permitted under the
redemption value of such products may be less than terms and conditions of the Notes it is not required to
the amount initially invested. In a worst case scenario, take into account the interests of holders of the Notes.
investors could sustain the loss of their entire
investment
Compounding of Risks:
Guarantor Risk: Prospective investors should only invest in the Notes
after they have assessed the terms and conditions of
Socit Gnrale, acting as the Guarantor has the Notes and the direction, timing and magnitude of
unconditionally and irrevocably guaranteed the potential future changes in the value or level of the
payment of all amounts due under the Notes issued by Basket. The simultaneous occurrence of two or more
the Issuer, so that in the event that the Issuer fails to events highlighted in these risk factors may have a
meet its obligations under the Notes, the Guarantor is cumulative or compounding effect, making it difficult
to predict or give any assurance as to the overall
bound to fulfil those obligations to holders of the
impact of such events on the value of the Notes.
Notes as if they were its own. Prospective investors
should understand that this is not a guarantee from an
Notional Nature of the Basket:
independent, unaffiliated company, but from the
Investors should note that the exposure to the Basket
parent company of the Issuer. Prospective investors
and each Underlying is notional and that an
should also be aware that there are factors that may
investment in the Notes is not an investment in the
affect the ability of the Guarantor to fulfil its
Basket or any, some or all of the Underlying. Although
guarantee of all payments under the Notes, for
the performance of the Basket and each Underlying
example, in the case of its own insolvency. The
will have an effect on the Notes, the Basket, each
insolvency of one company within the group may lead
Underlying and the Notes are separate obligations of
to insolvency of other companies within the group,
different legal entities. Investors will have no direct
including Socit Gnrale. Prospective investors
interest in the Basket or any of the Underlyings.
should also note that Socit Gnrale has the right to
substitute itself as Guarantor for a company of
equivalent standing and creditworthiness without the Factors affecting Shares:
consent of the holders of the Notes. Investors should be familiar with investments in the
global equity markets generally. Investors should
understand that global economic, financial and
Conflicts of Interest: political developments, among other things, may have
a material effect on the performance of the Notes.
17
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
underlying over the term of the Notes. However, the
The risks of Notes relating to shares will depend on performance of the Notes may be less than or more
the terms of those Notes. Such risks may include, but than the price performance of the underlying.
are not limited to, the possibility of significant changes
in the price(s) of the shares. The value of shares may
go down as well as up and the value of any share on Early Redemption:
any date may not reflect its performance in any prior The Terms and Conditions in the Base Prospectus
period. There can be no assurance as to the future provide for early redemption on the occurrence of
value of any share or of the continued existence of any Force Majeure or Illegality and certain other events
share or share company. affecting the Basket whereupon the Calculation Agent
shall calculate the fair market value of each Note less
The Notes will give rise to obligations of the Issuer and the cost to the Issuer and/or its affiliates of unwinding
will not give rise to any obligations of any underlying any related hedging arrangements. Such events may
share company. No offer is made by any underlying result in holders of the Notes receiving less than the
share company and no offer is made of other purchase price of their Notes or even zero.
securities supported by or convertible into shares or
other securities of any underlying share company. No
issuer of such shares will have participated in the Ratings:
preparation of, or in establishing the terms of, the The information set out in Ratings & Outlooks shows
Notes and neither the Issuer nor the Dealer will make the current senior debt ratings of the Issuer as
any investigation or enquiry in connection with such determined by independent rating agencies. Please
offering with respect to the information concerning note that the ratings reflect the independent ratings of
any such issuer of shares contained in the Notes. the relevant rating agencies as to the safety of
payments of Principal and interest. These ratings are
Early Repayment Risk: not a guarantee of credit quality. Investors should
The Notes are subject to early redemption by the refer to the rating agencies for more information on
Issuer in certain circumstances, such as illegality, their rating systems. These ratings do not take into
impossibility, force majeure and tax reasons which will consideration any risks associated with the
fluctuations in the market value of these Notes, or
affect the performance of the Issuers obligations
where factors other than the Issuers credit quality
under the Notes In addition, there may be an early
determine the level of Principal and interest payments.
redemption of the Notes if there is some form of
Ratings are not a recommendation to buy, sell or hold
market event or change in law that impacts the Notes and may be revised or withdrawn by the rating
Issuers and/or their affiliates ability to hedge its agencies at any time.
exposure under the Notes. This will be determined by
For a full list of possible ratings and their descriptions,
the Calculation Agent in accordance with the terms of investors should refer to the website of the relevant
the Notes which are described in the Prospectus and agency, however, by way of illustration, a sample of
the Final Terms and in such circumstances, the Notes Standard & Poor's ratings descriptions are:
may be repaid prior to the Maturity Date for less than
AAA: An obligation rated 'AAA' has the
100% of the Principal invested and may not pay any
highest rating assigned by Standard & Poor's.
accrued interest. In this case, investors are subject to a The obligor's capacity to meet its financial
reinvestment risk, as they may not be able to replace commitment on the obligation is extremely
their investment in the Notes with an investment that strong.
has a similar profile of chances and risks as the
AA: An obligation rated 'AA' differs from the
relevant Notes. Furthermore, investors will not benefit highest-rated obligations only to a small
from any movement in the price of relevant degree. The obligor's capacity to meet its
underlying factor(s) that may occur during the period financial commitment on the obligation is
between the relevant date of early redemption and very strong.
the Maturity Date.
A: An obligation rated 'A' is somewhat more
susceptible to the adverse effects of changes
Path Dependency:
in circumstances and economic conditions
The return on the Notes will depend in large part on
than obligations in higher-rated categories.
the evolution of the price performance of the
18
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
However, the obligor's capacity to meet its obligations is extremely strong.
financial commitment on the obligation is still A-2: A short-term obligation rated 'A-2' is
strong. somewhat more susceptible to the adverse
A-1: A short-term obligation rated 'A-1' is effects of changes in circumstances and
rated in the highest category by Standard & economic conditions than obligations in
Poor's. The obligor's capacity to meet its higher rating categories. However, the
financial commitment on the obligation is obligor's capacity to meet its financial
strong. Within this category, certain commitment on the obligation is satisfactory.
obligations are designated with a plus sign (+).
This indicates that the obligor's capacity to
meet its financial commitment on these
The Ratings and Outlooks may contain information obtained from third parties, including ratings from credit ratings
agencies such as Standard & Poors. Reproduction and distribution of third party content in any form is prohibited
except with the prior written permission of the related third party. Third party content providers do not guarantee the
accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any
errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such
content. Third party content providers give no express or implied warranties of merchantability or fitness for a
particular purpose or use. Third party content providers shall not be liable for any direct, indirect, incidental,
exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including
lost income or profits and opportunity costs) in connection with any use of their content, including ratings. Credit
ratings are statements of opinions and are not statements of fact or recommendations to purchase hold or sell Notes.
They do not address the suitability of Notes or the suitability of Notes for investment purposes, and should not be
relied on as investment advice.
Standard & Poor's Financial Services LLC (S&P) is not established in the European Union and has not applied for
registration under Regulation (EU) No. 1060/2009 (as amended) (the CRA Regulation). The S&P ratings have been
endorsed by Standard & Poor's Credit Market Services Europe Ltd. As such, Standard & Poor's Credit Market Services
Europe Ltd. is included in the list of credit rating agencies published by the European Securities Market Authority
(ESMA) on its website in accordance with the CRA Regulation. ESMA has indicated that ratings issued in the United
States of America which have been endorsed by Standard & Poor's Credit Market Services Europe Ltd. may be used in
the European Union by the relevant market participants.
Moody's Investors Service, Inc. (Moody's) is not established in the European Union and has not applied for
registration under the CRA Regulation. The Moody's ratings have been endorsed by Moody's Investors Service Ltd. in
accordance with the CRA Regulation. As such, Moody's Investors Service Ltd. is included in the list of credit rating
agencies published by ESMA on its website in accordance with the CRA Regulation. ESMA has indicated that ratings
issued in the United States of America which have been endorsed by Moody's Investors Service Ltd. may be used in
the European Union by the relevant market participants.
Fitch, Inc. (Fitch) is not established in the European Union and has not applied for registration under the CRA
Regulation. The Fitch ratings have been endorsed by Fitch Ratings Limited in accordance with the CRA Regulation. As
19
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
such, Fitch Ratings Limited is included in the list of credit rating agencies published by ESMA on its website in
accordance with the CRA Regulation. ESMA has indicated that ratings issued in the United States of America which
have been endorsed by Fitch Ratings Limited may be used in the European Union by the relevant market participants.
If the investor has an interest in purchasing these Notes, the investor is asked to read and sign the following, to
express interest and to acknowledge the following matters. The actual investment is made by a separate subscription
agreement. The investor will receive the Final Terms after the Issue Date of the Notes following the subscription to the
Notes.
You should not make a decision to invest in the Note unless you understand its nature and the risks involved in
investing. You should also be satisfied that an investment in the Notes would be consistent with your circumstances
and financial position.
All of the information contained in this term sheet is important and by giving the confirmations set out below it will
form part of a legally binding agreement to purchase the Note. If you have any questions in relation to the
information contained in this term sheet or do not understand the confirmations set out below please ask your
relationship manager for additional information before signing below.
1. The Notes are a contractual obligation of the Issuer for the Notes for a principal amount at which I wish to
and any rating from a rating agency will be specified in purchase or sell. Therefore, these Notes may not be
the Final Terms. Any Principal protection and potential marketable and as such may not be able to be liquidated
return provided in respect of the Notes are provided by before Maturity, or if liquidated, may only be achieved at
the Issuer of the Notes and are subject to the full credit a significant discount to the Principal paid by the investor.
risk of the Issuer. I am prepared to accept a rapid decrease in mark to
market prices especially after a large coupon is paid prior
2. In any event, Principal protection provided by the to any such liquidation. In the event I wish to liquidate
Issuer, if applicable, only applies at the Notes Maturity my Notes before Maturity, I will need to sell the Notes at
and, is subject to conditions set forth in the Issuers the prevailing market price of such Notes, which may
Offering Documents, and will not apply in the event that result in a loss of some or the entire Principal invested. In
any Notes are sold or redeemed by the investor before such circumstances, I should be prepared to hold the
the Maturity Date or in the event that the Issuer Notes until Maturity. Citibank N.A., Citigroup Inc., or any
becomes insolvent or fails in any other way, unless of its affiliates or subsidiaries does not, under any
otherwise specified circumstances, guarantee a market for the Notes.
3. Past performance is not indicative of future results. 5. There may be changes to the economic benefits of
Prices can go up or down. Investments in Notes the Notes due to events such as market disruption,
denominated in a currency other than the investors base tender offer, merger, nationalization, insolvency,
currency may be subject to the risk of exchange rate delisting or changes in taxation law.
fluctuations that may cause a loss of some or the entire
Principal invested, in the investors base currency. 6. On each stated payment date, cash proceeds will be
paid to me only after receipt of good cash proceeds by
4. There can be no assurance that anyone intends to the Distributor from the Issuer. This may result in
make a market in the Notes, or if anyone does so, that payment of the Principal and any potential return to me
they will continue to do so in the future. Accordingly, on a date subsequent to the stated payment date(s).
there can be no assurance that I, as a holder of the Notes,
will have access to a firm bid price or a firm offer price
20
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
7. Detailed terms and conditions of the Notes are relation to any payments made pursuant to or under
contained in the Issuer's Offering Documents. these Notes.
8. I understand that neither the Issuer nor any Citigroup 9. I am not a U.S. Person and I am not otherwise
related entity involved with the purchase of these Notes restricted from purchasing the Notes under local laws
by me will provide specific advice to me on the tax and regulations.
treatment of any payments made pursuant to or under
these Notes. I also acknowledge that tax treatment for 10.The Distributor retains the right to rescind any
these Notes will vary according to my individual subscriptions prior to the end of the subscription period.
circumstances. If I deem it necessary and appropriate, I My decision to subscribe will be irrevocable.
will seek independent advice on the tax implications in
IMPORTANT INFORMATION
Some of the information provided may have been obtained from various published and unpublished sources believed
to be reliable. Neither Citigroup Inc. nor any of its affiliates makes any representation as to its accuracy or
completeness or accepts liability for any direct, indirect or consequential losses arising from its use.
Citigroup Inc. and its affiliates may act as principal or agent in similar transactions or in transactions with respect to
the instruments underlying the transaction. The contents of this document are confidential and intended solely for the
use of Citigroup Inc., its affiliates and the investor to whom it is delivered. It is not to be reproduced or distributed to
any other person except to the investors professional advisors.
2 Year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A., and Vodafone Group PLC. issued by SG Issuer on 25 September 2015 and guaranteed by Socit
Gnrale.
*Principal protection at maturity is subject to the credit risk of the Issuer and the Guarantor
21
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
SUBSCRIPTION AGREEMENT:
I/We refer to the Term Sheet dated 02 September 2015, concerning the offering of 2 Year USD Notes Principal
protected at maturity linked to Facebook Inc., Apple Inc., Bayer AG, Banco Santander S.A. and Vodafone Group
Plc.
I/We confirm that I/We would like you to assist me/us in subscribing and investing in the Notes for the minimum
subscription of USD 10,000 and multiples of USD 1,000 thereafter by or on September 11, 2015 (defined herein
as the date on which my/our investment is to be effected for the amount specified below). I am aware that the
anticipated Issue Date is within 2 weeks of the closure of the subscription.
The total amount of my/our subscription shall not be less than USD 10,000.
I/We agree that the purchase of the Notes pursuant to this instruction is subject to the Notes being available.
I/We accept that if the Notes are not available or if the purchase monies are not received by you prior to the
Trade Date, then you will make no purchase on my/our behalf.
I/We understand and agree that notwithstanding that you have brought the possibility of investment in the
Notes to my/our attention, all the decisions to purchase such Notes are my/our own, and are based on my/our
independent assessment of the risks associated with investing in the Notes, including but not limited to, issues
of sovereign risk, issuer risk, price/option risk and liquidity risk. I/we am/are also aware that investment in debt
and equity markets can be risky and can be volatile and unpredictable. I/We confirm that we are aware of these
risks and that we have understood and signed the Risk Disclosure Form. I/We recognize that you will act as my
agent in assisting me/us to purchase the Notes from Citigroup Inc (and not as principal or as agent for Citigroup
Inc and that you have no liability to me/us in respect of the Notes.
I/we acknowledge that Citibank NA have the right to reject or rescind the acceptance of any Subscription
Agreement or any funds to be invested there under, in which case such funds will be promptly refunded to
me/us. This Subscription Agreement shall be irrevocable by me/us.
I/we understand that it is my/our responsibility to seek legal and/or tax advice regarding the legal and tax
consequences of my/our investment transactions. If I/we change residence, citizenship, nationality, or place of
work, it is my/our responsibility to understand how my/our investment transactions are affected by such change
and comply with all applicable laws and regulations as and when such becomes applicable. I/we understand you
do not provide legal and/or tax advice and are not responsible for advising me/us on the laws pertaining to
my/our transaction. I/we understand that Citibank UAE does not provide continuous monitoring of existing
customer holdings.
22
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request
STRUCTURED PRODUCTS GROUP 2 September 2015
The Subscriber acknowledges that, by bringing the Note to the Subscribers attention, Citibank NA accepts no
liability with respect to the accuracy or completeness of the information furnished to the subscriber in respect
thereof. The Subscriber acknowledges that he/she has made his/her own analysis of the risks associated with
the Notes and decision to enter into this Subscription Agreement and independently and without reliance upon
Citigroup Inc. or any of its affiliates or associates. The Subscriber represents and warrants to Citibank N.A., and
acknowledges the reliance thereon, that (1) the Subscriber has such knowledge and experience in financial
matters as to be capable of evaluating the merits and risks of investing in the Notes and is able to bear the
economic risk; (2) the subscriber is purchasing the notes for investment and not with a view to resale and
distribution; (3) the Subscriber acknowledges that the Notes are medium-term investments and the Subscribers
financial condition is such that there is no need for liquidity with respect to the investment; (4) the Subscriber
acknowledges that the Notes are not obligations of, or guaranteed by Citigroup Inc. or any of its affiliates or
subsidiaries and is subject to investment risks; (5) the Subscriber has complied with all local requirements in its
country of residence connected with the purchase of Notes, including the obtaining of any governmental or
other consents which may be required and (6) the Subscriber agrees that the Notes will be recorded in the name
of Citibank N.A., but for the full beneficial ownership of the Subscriber. (7) the Subscriber has not been solicited
to purchase and has not purchased and will not originate a buy-order to purchase any Notes while physically
present in the United States; (8) the Subscriber is not a citizen or resident of the United States; (9) the Subscriber
has not received funds from any United States Person to purchase Notes and will not sell, transfer or otherwise
dispose of Notes directly or indirectly in the United States; (10) the Subscriber understands and agrees that the
Product Indicative Terms and Conditions attached hereto and signed by him / her shall form an integral part of
this Agreement and be read with it. This agreement will be governed by the laws of Dubai.
Inbuilt/Distributor Fee:
1
A Spread or Distribution Fee charged as a percentage of Issue Price (included in the pricing of the Note) of up to a
maximum of [2.00] % of the Principal
1
The exact amount will be available on request after the Trade Date.
Subscription Fee:
A non-refundable Subscription Fee of up to [2.00] % of the Principal (charged in excess of Issue Price) to be paid to the
Distributor by the Investor upon issuance of the Notes.
23
2 year USD 100% Principal protected at maturity* Note linked to Facebook Inc., Apple Inc., Bayer AG., Banco
Santander S.A. and Vodafone Group Plc.
Issued by SG Issuer and guaranteed by Socit Gnrale
*The Principal protection is subject to the credit risk of the Issuer and the Guarantor.
Arabic Term sheet Available on Request