SG Issuer
Société Anonyme
Financial statements,
Report of the Executive Board and Corporate Governance Statement and
Audit Report of the Réviseur d’Entreprises Agréé
As at and for the year ended 31 December 2024
10, Porte de France
L-4360 Esch-sur-Alzette
R.C.S. Luxembourg : B121.363
SG Issuer
 
 
 
SG Issuer
Executive Board Members
As at 31 December 2024
1
EXECUTIVE BOARD MEMBERS
 
Chairman:
Mr Yves CACCLIN
Employee of Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg
Members:
Mr Thierry BODSON
Employee of Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg
Mr François CARALP
Employee of Société Générale
Tour Société Générale, 17, cours Valmy,
 
F-92987 Paris-La Défense 7, France
Mr Julien BOUCHAT
Employee of Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg
Mr Youenn LE BRIS
Employee of Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg
Mr Laurent SIMONET
Employee of Société Générale
Tour Société Générale, 17, cours Valmy,
 
F-92987 Paris-La Défense 7, France
Mr Samuel WOROBEL
Employee of Société Générale
Tour Société Générale, 17, cours Valmy,
 
F-92987 Paris-La Défense 7, France
 
 
 
 
SG Issuer
Supervisory Board Members
As at 31 December 2024
2
SUPERVISORY BOARD MEMBERS
Chairman:
Mr Laurent WEIL
 
Employee of Société Générale
Tour Société Générale, 17, cours Valmy,
 
F-92987 Paris-La Défense 7, France
Vice-president:
 
Mrs Peggy VENIANT COTTIN
Employee of Société Générale Luxembourg
 
11, avenue Emile Reuter, L-2420 Luxembourg
Members:
Mr Faouzi BORGI
Employee of Société Générale
Tour Société Générale, 17, cours Valmy,
 
F-92987 Paris - La Défense 7, France
Mr Gregory CLAUDY
 
Independent Director
225A, rue du Burgknapp, B-6717 Heinstert,
 
Belgium
Mr Emanuele MAIOCCHI
 
Employee of Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg
 
 
 
SG Issuer
Audit Committee Members
As at 31 December 2024
3
AUDIT COMMITTEE MEMBERS
Chairman:
Mr Gregory CLAUDY
Independent Director
225A, rue du Burgknapp, B-6717 Heinstert,
 
Belgium
Members:
Mr Emanuele MAIOCCHI
 
Employee of Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg
Mrs Peggy VENIANT COTTIN
 
Employee of Société Générale Luxembourg
 
11, avenue Emile Reuter, L-2420 Luxembourg
 
SG Issuer
Management and Administration
As at 31 December 2024
4
MANAGEMENT AND ADMINISTRATION
Issuer
 
SG Issuer
 
10, Porte de
 
France, L-4360 Esch-sur-Alzette, Luxembourg
 
(following the decision of the
 
Extraordinary General
Meeting of 26 March 2025)
15, Avenue Emile Reuter,
 
L-2420 Luxembourg, Luxembourg (until 25 March 2025)
Guarantor (if applicable, as specified in the Final Terms)
Société Générale
29, boulevard Haussmann, F-75009 Paris, France
Arranger and Dealer
Société Générale
Tour Société Générale, 17, cours Valmy,
 
F-92987 Paris-La Défense 7, France
Security Trustee and Security Agent Trustee
The Bank of New York Mellon Corporate Trustee Services Limited
One Canada Square, London E14 5AL,
 
United Kingdom
Collateral Custodian
The Bank of New York Mellon S.A., Luxembourg Branch
Vertigo Building, Polaris, 2-4, rue Eugène Ruppert, L-2453 Luxembourg,
 
Luxembourg
Collateral Monitoring Agent
The Bank of New York Mellon London Branch
 
One Canada Square,
 
London E14 5AL,
 
United Kingdom
Custodian Agent, Issuing and Paying Agent, Registrar, Exchange Agent and Transfer
 
Agent
Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg, Luxembourg
Paying Agents
Société Générale
29, boulevard Haussmann, F-75009 Paris, France
&
Société Générale, New York Branch
 
1221, avenue of the Americas, New York NY 10020, United States of America
Warrant Agent
Société Générale Luxembourg
11, avenue Emile Reuter, L-2420 Luxembourg, Luxembourg
 
 
 
 
SG Issuer
Legal advisers and Réviseur d’entreprises agréé
As at 31 December 2024
5
LEGAL ADVISERS AND RÉVISEUR D’ENTREPRISES AGRÉÉ
Legal advisers
To
 
the Arranger as to English, French and U.S. laws
Allen Overy Shearman Sterling LLP
52, avenue Hoche, CS 90005, 75379 Paris Cedex 08, France
To
 
the Trustee as to English Law
Allen Overy Shearman Sterling LLP
1 Bishops Square, London E1 6AD, United Kingdom
To
 
the Arranger as to Luxembourg Law
Allen Overy Shearman Sterling
5, avenue John F. Kennedy,
 
L-1855 Luxembourg, Luxembourg
Auditor (Réviseur d’Entreprises Agréé)
PricewaterhouseCoopers, Société coopérative
2, rue Gerhard Mercator L-2182 Luxembourg
 
SG Issuer
Report of the Executive Board and Corporate Governance Statement (continued)
As at 31 December 2024
6
REPORT OF THE EXECUTIVE BOARD AND CORPORATE
 
GOVERNANCE STATEMENT
The
 
Directors
 
of
 
SG Issuer
 
(the “Company”
 
or “SGIS”)
 
(each a
 
“Director”,
 
collectively
 
the “Executive
 
Board”)
present the financial
 
statements and the
 
Report of the Executive
 
Board and Corporate
 
Governance Statement
of the Company for the year ended 31 December 2024.
1.
ACTIVITIES AND REVIEW OF THE DEVELOPMENT
 
OF THE BUSINESS
The purpose
 
of SG
 
Issuer is
 
to issue
 
Notes and
 
Warrants with
 
all types
 
of underlying
 
including, without
 
restriction,
Shares, Index,
 
Interest Rate,
 
Dividend, Credit Risk,
 
Foreign Exchange,
 
Commodities, Funds, Warrants,
 
allowing
investors
 
to
 
access to
 
the full
 
pricing capabilities
 
of
 
Société Générale,
 
which proposes
 
an
 
extensive range
 
of
investment strategies linked to these various asset classes.
Notes and Warrants issued
 
by the Company can be sold in either Private Placements or Public Offerings.
 
Notes
are mainly Debt Securities, Bonds, Certificates. Issuing Proceeds raised by
 
the sale of the Notes are transferred
to Société Générale Paris S.A.
 
(“Société Générale”) through a
 
Fully Funded Swap (“FFS”),
 
which perfectly mirrors
SGIS for the full issue size.
Warrants are financial
 
products like Turbos,
 
inline Warrants, daily Leverage
 
Certificates, which aim to replicate
the
 
same
 
financial
 
exposure
 
as
 
buying
 
(Call)
 
or
 
selling
 
(Put)
 
an
 
asset
 
such
 
as
 
a
 
share
 
or
 
an
 
index,
 
at
 
a
predetermined price (strike price) on a
 
predetermined date (expiry) and to offer different
 
pay-off or exposures
to investors.
Payments
 
in
 
respect
 
of
 
the
 
Notes
 
and
 
Warrants
 
issued by
 
the
 
Company
 
are
 
unconditionally and
 
irrevocably
guaranteed by Société Générale.
On request of investors, the Company can issue Collateralised Notes or Warrants (respectively “secured Notes”
or “Secured
 
Warrants”) in
 
order to
 
propose an additional layer
 
of protection to
 
investors in
 
case of
 
default of
Société Générale.
 
Notes and Warrants issuances are governed by the programs prepared by Société Générale.
The main programs for Notes are
 
(i) the Debt Instruments Issuance Program, the Base Prospectus of which has
been
 
updated
 
and
 
approved
 
by
 
the
 
CSSF
 
on
 
31
 
May
 
2024
 
and
 
(ii)
 
the
 
“Programme
 
d'Emission de
 
Titres
 
de
Créance”, the Base Prospectus of which has been
 
updated and approved by the
 
CSSF on 12 June 2024.
 
Similarly,
the
 
main
 
program
 
for
 
Warrants
 
is
 
the
 
Warrants
 
Issuance
 
Program,
 
for
 
which
 
the
 
last
 
updates
 
have
 
been
approved by the CSSF on 26 June 2024.
 
In
 
addition,
 
(i)
 
the
 
German
 
law
 
Dual
 
Language
 
Debt
 
Instruments
 
Issuance
 
Program
 
has
 
been
 
updated
 
and
approved by
 
the CSSF
 
on 10
 
June 2024
 
and (ii)
 
the Dual
 
Language Leveraged
 
and Tracking
 
Products Issuance
Program has been updated and approved by the CSSF on 2 July 2024.
The
 
UK
 
Debt
 
Instrument
 
Issuance
 
program
 
has
 
been
 
approved
 
by
 
the
 
FCA
 
on
 
31
 
May
 
2024
 
and
 
the
 
Swiss
Securities Issuance Program on 3 July 2024
 
by the SIX Exchange Regulation Ltd.
The state of business of the Company
 
at the closing of the financial
 
year is adequately presented in the financial
statements published hereby.
 
During 2024,
 
21 737 new
 
Notes were
 
issued (among which
 
917 new
 
secured Notes) and
 
1 553 new
 
Warrants
were issued. The net profit for the period from 1 January 2024
 
to 31 December 2024 amounts to KEUR 234.
The Company did
 
not exercise
 
any research
 
and development activity,
 
does not have
 
any branch,
 
and did not
acquire any own shares.
 
 
 
SG Issuer
Report of the Executive Board and Corporate Governance Statement (continued)
As at 31 December 2024
7
2.
RISKS AND UNCERTAINTIES
The risks associated with
 
the investment in the
 
Notes or Warrants
 
depend on several factors.
 
Such factors will
vary depending on
 
the characteristics of
 
the Notes
 
or Warrants issued, in
 
particular depending
 
on the
 
underlying
type, the
 
maturity,
 
the secured
 
/ unsecured
 
status
 
of the
 
Notes
 
or Warrants,
 
the interest
 
rates
 
incurred, the
volatility of the underlying.
For each Note, the Company systematically mirrors its position by contracting a FFS with Société
 
Générale, with
strictly
 
identical
 
characteristics.
 
Also,
 
for
 
each
 
Warrant,
 
the
 
Company
 
systematically
 
mirrors
 
its
 
position
 
by
contracting an option with Société Générale, with strictly identical characteristics.
The legal documentation and the derivative
 
instruments have been put in
 
place in order to make
 
sure that the
assets
 
match
 
the
 
liabilities
 
at
 
any
 
time.
 
Therefore,
 
no
 
market
 
risk
 
is
 
supported
 
by
 
the
 
Company.
 
The
 
risk
management in
 
relation
 
to
 
the
 
Notes
 
and
 
Warrants
 
is
 
also
 
described in
 
Note
 
15 of
 
the financial
 
statements
hereafter.
3.
FUTURE DEVELOPMENTS AND PERSPECTIVES
In 2024,
 
SG ISSUER issued
 
warrants and daily
 
leverage certificates over
 
US single stock
 
and listed
 
on the Hong
Kong Stock
 
Exchanges and
 
Clearing (
HKEX
) and
 
the Singapore Exchange
 
Securities Trading Limited
 
(
Singapore
Stock Exchange
) respectively.
 
SG ISSUER
 
was the
 
first issuer in
 
Asia to offer
 
US Stock
 
listed products on
 
both the
HKEX
 
and
Singapore Stock
Exchange.
4.
INFORMATION ON LITIGATIONS
During the year ended 31 December 2020, SG Issuer,
 
as the Issuer of Notes linked to
 
the credit risk of a French
corporate,
 
and Société
 
Générale, as
 
the Guarantor,
 
were brought
 
before
 
the Courts
 
of Paris
 
(alongside other
French financial
 
institutions) by
 
end investors to obtain
 
compensation for the
 
financial loss
 
they suffered on
 
their
investment
 
in
 
these
 
securities.
 
The
 
French
 
corporate
 
was
 
the
 
subject
 
of
 
a
 
“safeguard
 
procedure”,
 
which
constitutes a
 
credit event
 
under the terms
 
of the Notes
 
which had a
 
strong impact on
 
the value of
 
the Notes.
These investors rely on unfounded allegations
 
according to which SG
 
Issuer and Société Générale
 
were aware of
the difficulties of
 
the French corporate
 
when setting up
 
and marketing
 
these Notes and
 
that in doing
 
so, they
failed
 
to
 
meet
 
their
 
regulatory
 
obligations
 
(to
 
act
 
in
 
an
 
honest,
 
fair
 
and
 
professional
 
manner,
 
to
 
provide
information on the product risks and to determine the suitability of the
 
Notes for retail investors).
 
For this litigation, along with
 
any other litigation relating to securities
 
issued by SG Issuer, SG Issuer is
 
entitled to
an indemnification by Société Générale in respect
 
of any sum due by SG Issuer regarding
 
potential damages or
attorneys' fees.
5.
CORPORATE GOVERNANCE STATEMENT
 
The
 
Executive
 
Board
 
of
 
the
 
Company
 
is
 
committed
 
to
 
maintaining
 
the
 
standards
 
of
 
corporate
 
governance
enforced at the level
 
of the
 
European Union and
 
at level of
 
the Société
 
Générale Group. This
 
statement describes
the Company’s governance principles and practices.
In compliance
 
with its status,
 
the Company
 
is governed
 
by an
 
Executive Board
 
and supervised by
 
a dedicated
Supervisory Board.
 
SG Issuer
Report of the Executive Board and Corporate Governance Statement (continued)
As at 31 December 2024
8
5.1
Executive Board
 
The Executive Board
 
supervises and
 
controls the
 
Management and operations
 
of the
 
Company and
 
is responsible
for the Company system of risk management and internal control.
 
The Executive Board meetings are held on demand several times during
 
the year.
 
The Executive
 
Board has
 
quorum when
 
more than
 
half of
 
its members
 
are present.
 
An opinion
 
supported by
more than half of the members present becomes a decision.
Key tasks of the Executive Board:
 
-
Ensures that the supervision of accounting
 
is organized and monitored appropriately;
-
Reviews and approves the Company’s financial statements and condensed interim financial information;
-
Supervises and controls operative management.
5.2
Supervisory Board
 
The
 
Supervisory Board
 
ensures
 
permanently and
 
by all
 
means
 
suited
 
the control
 
of the
 
Management of
 
the
Company carried
 
out by
 
the Executive
 
Board. However,
 
this supervision has
 
to be
 
translated in
 
no way
 
by an
intervention
 
in
 
the Management
 
of the
 
Company.
 
The Supervisory
 
Board
 
can mandate
 
advisory committees
comprised
 
of
 
members
 
of
 
the
 
Supervisory
 
Board
 
and/or
 
of
 
other
 
non-members
 
to
 
lead
 
different
 
missions.
 
The
 
Supervisory
 
Board
 
can
 
confer
 
these
 
advisory
 
committees
 
of
 
the
 
power
 
or
 
mandates
 
permanently
 
or
temporary. These advisory committees cannot have the effect of restricting the powers of the Executive Board.
5.3
Audit Committee
The mission of
 
the Audit Committee
 
is to monitor
 
the issues
 
related to the
 
preparation and control
 
of accounting
and
 
financial information,
 
to monitor
 
the independence
 
of
 
the
 
statutory
 
auditors,
 
as well
 
as
 
to monitor
 
the
efficiency of the internal control, measurement, supervision, and risk control systems related to the accounting
and financial processes. If needed, it
 
gives recommendations and its opinion to the Supervisory
 
Board.
An Audit Committee of the Company took place on 28 April 2025, during
 
which the financial statements for the
year
 
ended
 
31
 
December 2024
 
and
 
the
 
external
 
audit
 
results
 
were
 
presented.
 
At
 
least
 
one
 
member
 
of
 
the
committee must be independent, which is the case of the Chairman
 
of the Company’s Audit Committee.
 
5.4
Internal
 
Audit
 
The Internal Audit
 
of both Société
 
Générale Luxembourg and
 
Société Générale support
 
the Company’s Executive
Board
 
in
 
overseeing
 
the Company’s
 
activities and
 
securing its
 
operations
 
by carrying
 
out
 
internal
 
audits and
providing consultative
 
assistance. The objective
 
of Internal Audit
 
is to
 
add value
 
by making recommendations
designed to improve the Company’s functioning. Internal Audit
 
is an independent function, and its activities
 
are
based on international professional internal audit standards and rules of
 
ethics.
The central
 
task
 
of Internal
 
Audit is
 
to
 
audit the
 
functioning of
 
SG Issuer
 
on a
 
regular
 
basis and
 
evaluate
 
its
internal controls, risk management, and administrative function.
 
The areas to be audited are determined
 
by the
projected financial and operational risks concerned. Internal Audit can also
 
carry out special assignments at the
request of management.
Internal Audit does not have any direct authority over the activities
 
it reviews.
 
 
image_0 image_1
SG Issuer
Report of the Executive Board and Corporate Governance Statement (continued)
As at 31 December 2024
9
5.5
Controls framework
First level
 
of controls
 
is related
 
to the
 
execution of
 
the procedures, guidelines
 
and instructions
 
established to
ensure the proper and efficient functioning of
 
the Company. They are executed by the involved teams in charge
of the production.
A
 
second level
 
of control
 
is ensured
 
by Société
 
Générale
 
Luxembourg: Outsourced
 
Essential Services
 
(“OES”)
supervision (ensured
 
by
 
the
 
Corporate
 
department), Market
 
Risk
 
and
 
Operational
 
Risk
 
(ensured
 
by
 
the
 
Risk
department), “Level 2 permanent
 
control” activity (monitoring
 
and assessment of
 
the level 1 permanent
 
control
system).
The Chief Financial Officer of the Company ensures the
 
completeness of the procedural framework.
 
5.6
New Products Committee
 
All the
 
new activities and business
 
of the Company
 
are analysed and
 
authorized by a
 
dedicated New Products
Committee (NPC). All involved departments within Société Générale
 
are represented (operations, finance, risk,
accounting standards, etc.) to assess the impact for the Company.
5.7
Service level agreements
The Company and several of its service providers are subsidiaries of the Société
 
Générale Group.
Service Level
 
Agreements (“SLAs”) were
 
signed by
 
the Company
 
with Société
 
Générale Luxembourg
 
and with
Société
 
Générale. The
 
SLAs govern
 
the relations
 
between the
 
entities as
 
well as
 
their respective
 
obligations.
 
The services supplied by Société Générale Luxembourg and
 
Société Générale are listed in the appendices of the
agreements
 
(mainly
 
General
 
services, legal
 
services, business
 
continuity
 
management
 
services
 
and
 
financial
services from
 
Société Générale
 
Luxembourg and
 
operational services
 
– Middle
 
Office and
 
Back Office
 
– from
Société
 
Générale).
 
In
 
particular,
 
the
 
calculation
 
of
 
the
 
remuneration
 
related
 
to
 
the
 
issuance of
 
the
 
Notes
 
is
delegated to Société Générale Paris Middle Office within the framework of the SLA.
Luxembourg, 29 April 2025
For the Executive Board
 
Yves CACCLIN
Chairman of the Executive Board
Youenn LE BRIS
Member of the Executive Board
 
image_0 image_1
 
SG Issuer
Report of the Executive Board and Corporate Governance Statement (continued)
As at 31 December 2024
10
CORPORATE
 
GOVERNANCE STATEMENT
 
FOR THE FINANCIAL STATEMENTS
To
 
the best of our knowledge, the financial statements gives a true and fair view of the financial position of the
Company as at
 
31 December 2024, and
 
of its financial performance
 
and cash flows
 
for the year
 
then ended in
accordance with International Financial Accounting Standards (“IFRS”)
 
as adopted by the European
 
Union,
 
and
the Report
 
of the
 
Executive Board
 
(management report)
 
includes a
 
fair presentation
 
of the
 
development and
performance of the business and
 
the position of the Company,
 
together with a description
 
of the main risks and
uncertainties that it faces.
 
Luxembourg, 29 April 2025
Executive Board Member
For the Executive Board
 
Yves CACCLIN
Chairman of the Executive Board
Youenn LE BRIS
Member of the Executive Board
image_2
 
 
 
 
11
Audit report
To
 
the Shareholders of
SG Issuer
Report on the audit of the financial statements
Our opinion
In our opinion, the accompanying
 
financial statements give
 
a true and fair view of the financial
 
position
of SG Issuer (the
 
“Company”) as at 31 December 2024, and of
 
its financial performance and its
 
cash
flows for the year then ended
 
in accordance with IFRS Accounting
 
Standards.
What we have audited
The Company’s financial statements comprise:
 
the Statement of Financial Position
 
as at 31 December 2024;
 
the Statement of Profit or Loss and
 
Other Comprehensive Income
 
for the year then ended;
 
the Statement of Changes in Equity
 
for the year then ended;
 
the Statement of Cash Flows for
 
the year then ended; and
 
the
 
notes to
 
the financial
 
statements, including
 
material accounting
 
policy information
 
and
 
other
explanatory information.
Basis for opinion
 
We conducted our
 
audit in accordance with the EU Regulation No 537/2014, the Law of
 
23 July 2016
on the
 
audit profession (Law of
 
23 July 2016) and with
 
International Standards on Auditing
 
(ISAs) as
adopted
 
for
 
Luxembourg
 
by
 
the
 
“Commission
 
de
 
Surveillance
 
du
 
Secteur
 
Financier”
 
(CSSF).
 
Our
responsibilities under the EU Regulation No
 
537/2014, the Law
 
of 23 July 2016 and ISAs
 
as adopted
for Luxembourg
 
by the
 
CSSF are
 
further described
 
in the
 
“Responsibilities
 
of the
 
“Réviseur
 
d’entreprises
agréé” for the audit of the financial
 
statements” section of our report.
We believe that the
 
audit evidence
 
we have obtained
 
is sufficient and appropriate
 
to provide a basis
 
for
our opinion.
We
 
are
 
independent
 
of
 
the
 
Company
 
in
 
accordance
 
with
 
the
 
International
 
Code
 
of
 
Ethics
 
for
Professional Accountants, including
 
International Independence
 
Standards, issued by
 
the International
Ethics
 
Standards
 
Board
 
for
 
Accountants
 
(IESBA
 
Code)
 
as
 
adopted
 
for
 
Luxembourg
 
by
 
the
 
CSSF
together with
 
the ethical
 
requirements
 
that are relevant
 
to our
 
audit of
 
the financial
 
statements. We
 
have
fulfilled our other ethical responsibilities
 
under those ethical requirements.
To
 
the best of our knowledge and belief, we declare
 
that we have not provided non-audit services that
are prohibited under Article 5(1) of
 
the EU Regulation No 537/2014.
The
 
non-audit
 
services
 
that
 
we
 
have
 
provided
 
to
 
the
 
Company
 
and
 
its
 
controlled
 
undertakings,
 
if
applicable, for the year then ended, are
 
disclosed in Note 13 to the financial
 
statements.
Key audit matters
The key
 
audit matters
 
are those
 
that, in
 
our professional
 
judgment, were
 
of most
 
significance in
 
the
audit of the financial
 
statements for the current
 
period. These matters
 
were addressed in
 
the context of
image_2
 
 
12
our
 
audit
 
of
 
the
 
financial
 
statements
 
taken
 
as
 
a
 
whole
 
and
 
for
 
the
 
purpose
 
of
 
forming
 
our
 
opinion
thereon, and we do not express a separate
 
opinion on these matters.
Key audit matter
How our audit addressed the key
 
audit matter
Mirroring of the financial
 
instruments issued
The activity of the Company mainly consists
of
 
issuing
 
Notes
 
(secured
 
and
 
unsecured)
and
 
Warrants
 
(the
 
“financial
 
instruments
issued”). As
 
of 31
 
December 2024, the
 
total
balance of
 
the financial
 
instruments
 
issued,
presented
 
in
 
financial
 
liabilities
 
at
 
fair
 
value
through
 
profit
 
or
 
loss,
 
amounts
 
to
KEUR 49,197,158
 
(refer
 
to
 
Note
 
4.2).
 
The
Company owns financial assets at fair value
through
 
profit
 
or
 
loss
 
which
 
amounts
 
to
KEUR 49,195,862 (refer to Note 4.1).
To
 
economically
 
hedge
 
the
 
risks
 
of
 
the
financial
 
instruments
 
issued,
 
the
 
Company
enters
 
into
 
derivatives
 
transactions
 
with
Société Générale
 
S.A., presented
 
in financial
assets
 
at
 
fair
 
value
 
through
 
profit
 
or
 
loss.
These derivatives (Fully Funded
 
Swaps and
Options) fully
 
replicate the
 
characteristics of
the
 
financial
 
instruments
 
issued
 
(defined
hereafter as “mirroring”).
 
Due
 
to
 
the
 
significance
 
of
 
the
 
financial
instruments
 
issued
 
on
 
the
 
Company’s
balance
 
sheet
 
and
 
the
 
potential
 
financial
impact
 
of
 
a
 
non-perfect
 
hedge,
 
we
 
have
considered
 
the
 
mirroring
 
of
 
the
 
financial
instruments issued as a key audit matter.
As
 
part
 
of
 
the
 
audit
 
procedures on
 
the
 
mirroring of
 
the
financial instruments issued, we carried
 
out the following
audit procedures:
 
 
We
 
have
 
inquired
 
with
 
the
 
Management
 
and
 
the
finance
 
team
 
of
 
the
 
Company
 
to
 
obtain
 
an
understanding
 
of
 
the
 
design
 
and
 
implementation
 
of
the control environment;
 
We
 
have
 
inspected
 
the
 
minutes
 
of
 
the
 
governance
bodies (Executive Board,
 
Audit Committee and
 
Board
of
 
Directors)
 
to
 
inspect
 
whether
 
any
 
incidents
 
have
been reported;
 
We
 
have
 
reperformed
 
the
 
mirroring
 
control
 
for
 
a
sample
 
of
 
dates,
 
including
 
the
 
31
 
December
 
2024
occurrence.
 
The
 
Company’s
 
control
 
aims
 
to
 
ensure
the
 
balancing
 
between
 
the
 
assets
 
(derivatives)
 
and
the liabilities (financial
 
instruments issued);
 
We
 
have
 
inspected
 
the
 
evidence
 
of
 
the
 
control
performed by
 
the
 
Company to
 
monitor
 
the
 
mirroring
suspense items.
 
The Company’s
 
control objective
 
is
to
 
ensure
 
the
 
quick
 
clearing
 
of
 
any
 
mirroring
discrepancies, if any;
 
We have
 
inspected the
 
intragroup reconciliation with
Société Générale S.A. and inspected that there
 
were
no material differences;
 
We
 
have reconciled
 
the financial
 
instruments issued
and
 
the
 
related
 
derivative
 
instruments
 
with
 
the
external confirmations obtained;
 
We have used our internal
 
valuation specialists for
 
an
independent
 
valuation
 
of
 
the
 
sample
 
of
 
financial
instruments
 
issued
 
and
 
of
 
a
 
sample
 
of
 
related
derivatives instruments to assess the accuracy of the
valuation and of the mirroring;
 
We have compared the
 
presentation and disclosures
of these instruments in the
 
financial statements of the
Company
 
with
 
the
 
requirements
 
of
 
the
 
IFRS
Accounting Standards.
Other information
 
The
 
Executive
 
Board
 
is
 
responsible for
 
the
 
other
 
information.
 
The
 
other
 
information
 
comprises
 
the
information
 
stated
 
in
 
the
 
annual
 
report
 
including the
 
Report
 
of
 
the
 
Executive
 
Board
 
and
 
Corporate
Governance Statement but does
 
not include the financial
 
statements and our audit report thereon.
Our opinion
 
on the
 
financial statements does
 
not cover
 
the other
 
information and we
 
do not
 
express
any form of assurance conclusion
 
thereon.
image_2
 
 
13
In connection
 
with our
 
audit of
 
the financial
 
statements,
 
our responsibility
 
is to
 
read the
 
other information
identified above and, in doing
 
so, consider whether the other information
 
is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be
 
materially
misstated. If, based
 
on the work
 
we have performed,
 
we conclude
 
that there is a material
 
misstatement
of this other information, we are required
 
to report that fact. We have nothing to
 
report in this regard.
Responsibilities of
 
the Executive
 
Board and
 
those charged
 
with governance
 
for
 
the financial
statements
The Executive Board
 
is responsible
 
for the preparation
 
and fair presentation
 
of the financial
 
statements
in accordance with IFRS
 
Accounting Standards, and for
 
such internal control as
 
the Executive Board
determines is
 
necessary to enable
 
the preparation of
 
financial statements that
 
are free from
 
material
misstatement, whether due to fraud or
 
error.
In preparing the financial statements,
 
the Executive Board is responsible
 
for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters
 
related to going concern and
using the going concern basis of accounting unless the Executive Board either intends to liquidate
 
the
Company or to cease operations,
 
or has no realistic alternative
 
but to do so.
Those
 
charged
 
with
 
governance
 
are
 
responsible
 
for
 
overseeing
 
the
 
Company’s
 
financial
 
reporting
process.
The
 
Executive
 
Board
 
is
 
responsible
 
for
 
presenting
 
the
 
financial
 
statements
 
in
 
compliance
 
with
 
the
requirements
 
set
 
out
 
in
 
the
 
Delegated
 
Regulation 2019/815 on
 
European
 
Single
 
Electronic
 
Format
(“ESEF Regulation”).
 
Responsibilities of the “Réviseur
 
d’entreprises agréé”
 
for the audit of the financial statements
The objectives of our audit are to obtain
 
reasonable assurance about
 
whether the financial statements
as a
 
whole are free
 
from material misstatement,
 
whether due to
 
fraud or
 
error,
 
and to
 
issue an
 
audit
report that includes our opinion.
Reasonable assurance is a high level of assurance, but
 
is not a guarantee that an audit
 
conducted in
accordance with the
 
EU Regulation No 537/2014, the Law of
 
23 July 2016 and with
 
ISAs as
 
adopted
for Luxembourg by the CSSF will
 
always detect a material
 
misstatement when it exists. Misstatements
can arise from fraud or error and
 
are considered material
 
if, individually or in the aggregate, they
 
could
reasonably
 
be
 
expected
 
to
 
influence
 
the
 
economic
 
decisions
 
of
 
users
 
taken
 
on
 
the
 
basis
 
of
 
these
financial statements.
As part
 
of an
 
audit in accordance
 
with the
 
EU Regulation No 537/2014, the Law of
 
23 July 2016 and
with ISAs as
 
adopted for Luxembourg by the
 
CSSF,
 
we exercise professional judgment and maintain
professional scepticism throughout
 
the audit. We also:
 
identify and
 
assess the
 
risks of
 
material misstatement of
 
the financial statements,
 
whether due to
fraud
 
or
 
error,
 
design
 
and
 
perform
 
audit
 
procedures
 
responsive to
 
those
 
risks,
 
and
 
obtain
 
audit
evidence that
 
is sufficient and
 
appropriate to
 
provide a
 
basis for
 
our opinion.
 
The risk of
 
not detecting
a material misstatement
 
resulting from
 
fraud is higher
 
than for one
 
resulting from
 
error, as fraud may
involve
 
collusion,
 
forgery,
 
intentional
 
omissions,
 
misrepresentations,
 
or
 
the
 
override
 
of
 
internal
control;
 
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in
 
the circumstances, but not for
 
the purpose of expressing an
 
opinion on the
effectiveness of the Company’s internal
 
control;
image_2
14
 
evaluate the
 
appropriateness of
 
accounting policies
 
used
 
and
 
the
 
reasonableness of
 
accounting
estimates and related disclosures made
 
by the Executive Board;
 
conclude
 
on
 
the
 
appropriateness
 
of
 
the
 
Executive
 
Board’s
 
use
 
of
 
the
 
going
 
concern
 
basis
 
of
accounting and,
 
based on the
 
audit evidence
 
obtained, whether
 
a material uncertainty
 
exists related
to
 
events or
 
conditions that
 
may cast
 
significant doubt
 
on the
 
Company’s ability
 
to continue
 
as a
going concern. If we
 
conclude that a material uncertainty
 
exists, we are required to
 
draw attention
in our
 
audit report to
 
the related disclosures
 
in the financial
 
statements or,
 
if such
 
disclosures are
inadequate, to modify our opinion.
 
Our conclusions are based on the audit
 
evidence obtained up to
the date of our
 
audit report. However, future
 
events or conditions
 
may cause the Company
 
to cease
to continue as a going concern;
 
evaluate the
 
overall presentation,
 
structure and
 
content of
 
the financial
 
statements, including
 
the
disclosures, and whether the
 
financial statements represent
 
the underlying transactions
 
and events
in a manner that achieves fair presentation.
We
 
communicate with
 
those charged
 
with governance
 
regarding, among
 
other matters,
 
the planned
scope
 
and
 
timing
 
of
 
the
 
audit
 
and
 
significant
 
audit
 
findings,
 
including any
 
significant deficiencies
 
in
internal control that we identify during
 
our audit.
We also provide those charged with governance
 
with a statement that we have complied with relevant
ethical requirements
 
regarding independence,
 
and
 
communicate to
 
them
 
all
 
relationships and
 
other
matters that may
 
reasonably be thought to
 
bear on our independence, and where
 
applicable, actions
taken to eliminate threats or safeguards
 
applied.
From the matters
 
communicated with
 
those charged with
 
governance, we
 
determine those
 
matters that
were of most significance
 
in the audit of
 
the financial statements
 
of the current
 
period and are
 
therefore
the key audit matters.
We describe
 
these matters
 
in our
 
audit report
 
unless law
 
or regulation
 
precludes public
 
disclosure about
the matter.
We assess
 
whether the
 
financial statements
 
have been
 
prepared, in
 
all material
 
respects, in
 
compliance
with the requirements laid down
 
in the ESEF Regulation.
Report on other legal and regulatory requirements
The Report of the
 
Executive Board is consistent with the financial statements and has
 
been prepared
in accordance with applicable
 
legal requirements.
The Corporate
 
Governance Statement
 
is included
 
in the
 
Report of
 
the Executive
 
Board. The
 
information
required
 
by
 
Article
 
68ter
 
Paragraph
 
(1)
 
Letters
 
c)
 
and
 
d)
 
of
 
the
 
Law
 
of
 
19
 
December
 
2002
 
on
 
the
commercial
 
and
 
companies
 
register
 
and
 
on
 
the
 
accounting
 
records
 
and
 
annual
 
accounts
 
of
image_2 image_3
15
undertakings,
 
as
 
amended,
 
is
 
consistent
 
with
 
the
 
financial
 
statements
 
and
 
has
 
been
 
prepared
 
in
accordance with applicable
 
legal requirements.
We have
 
been appointed
 
as “Réviseur
 
d’Entreprises
 
Agréé” by
 
the General
 
Meeting of
 
the Shareholders
on 26 April 2024 and the
 
duration of our
 
uninterrupted engagement, including previous renewals
 
and
reappointments, is 1 year.
We have checked the
 
compliance of
 
the financial statements
 
of the Company
 
as at 31 December 2024
with
 
relevant statutory
 
requirements set
 
out
 
in
 
the
 
ESEF
 
Regulation that
 
are
 
applicable to
 
financial
statements.
For the Company it relates to
 
the requirement that financial
 
statements are prepared in a valid
 
XHTML
format.
In our opinion, the financial
 
statements of the Company
 
as at 31 December 2024 have
 
been prepared,
in all material respects, in compliance
 
with the requirements laid
 
down in the ESEF Regulation.
 
PricewaterhouseCoopers, Société
 
coopérative
Represented by
@esig
Franck Pansera
Luxembourg, 29 April 2025
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying Notes are an integral part of these financial statements.
16
SG Issuer
Statement of Financial Position
As at 31 December 2024
Notes
(‘000 EUR)
2024
(‘000 EUR)
2023
Cash and cash equivalents
3
63 575
42 010
Financial assets at fair value through profit or loss
-
Mandatorily measured at fair value through
 
profit or loss
4.1
49 117 912
51 118 092
-
Trading derivatives
4.1
77 950
57 316
Loans and receivables
5
50 026
50 035
Other assets
6
292 904
2 182 233
Total assets
49 602 367
53 449 686
Financial liabilities at amortized cost
4.3
96 621
82 741
Financial liabilities at fair value through profit or loss
-
Designated at fair value through profit or loss
4.2
49 120 262
51 112 066
-
Trading derivatives
4.2, 13
76 896
57 148
Other liabilities
6
306 067
2 195 502
Tax liabilities
7
87
13
Total
 
liabilities
49 599 933
53 447 470
Share capital
8.1
2000
2 000
Share premium
-
-
Legal reserve
8.2
200
200
Other reserves
8.2
-
-
Profit for the financial year
234
15
Total
 
equity
2 434
2 216
Total
 
liabilities and equity
49 602 367
53 449 686
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying Notes are an integral part of these financial statements.
17
SG Issuer
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024
Notes
(‘000 EUR)
2024
(‘000 EUR)
2023
Interest income
9
3 496
2 685
Commission income
10
42 950
47 931
Total revenues
46 446
50 616
Interest expenses
9
(29 739)
(36 384)
Net
 
gain
 
/
 
(loss)
 
from
 
financial
 
instruments
 
at
 
fair
 
value
through profit or loss
11
263
(335)
Personnel expenses
12
(256)
(303)
Other operating expenses
13
(16 393)
(13 563)
Total
 
expenses
(46 125)
(50 585)
Profit before tax
321
31
Income tax
 
7
(87)
(16)
Profit for the financial year
234
15
Total comprehensive income for the financial year
234
15
 
 
 
 
 
 
 
 
 
 
The accompanying Notes are an integral part of these financial statements.
18
SG Issuer
 
(‘000 EUR)
Share capital
(‘000 EUR)
Share premium
(‘000 EUR)
Legal reserve
(‘000 EUR)
Other
reserves
(‘000 EUR)
Total
reserves
(‘000 EUR)
Profit or
(loss) for the
financial year
(‘000 EUR)
Total
 
equity
As at 31 December 2022
2 000
-
200
(214)
(14)
590
2 576
Allocation
 
of
 
the
 
result
 
of
 
the
 
previous
 
year
before dividend distribution
-
-
-
590
590
(590)
-
Dividend to the sole shareholder
 
-
-
-
(375)
(375)
-
(375)
Capital increase/Allocation to
 
the share
 
premium
account (Note 8.1)
-
22 050
 
-
-
-
-
22 050
Reimbursement of the
 
share premium
 
(Note 8.1)
-
(22 050)
-
-
-
-
(22 050)
Profit for the financial year 2023
-
-
-
-
-
15
15
As at 31 December 2023
2 000
-
200
1
201
15
2 216
Allocation
 
of
 
the
 
result
 
of
 
the
 
previous
 
year
before dividend distribution
-
-
-
15
15
(15)
-
Dividend to the sole shareholder
-
-
-
(15)
(15)
(15)
Capital increase/Allocation to
 
the share
 
premium
account (Note 8.1)
-
34 361
-
-
-
-
34 361
Reimbursement of the
 
share premium
 
(Note 8.1)
-
(34 361)
-
-
-
-
(34 361)
Other adjustments
(1)
(1)
(1)
Profit for the financial year 2024
-
-
-
234
234
As at 31 December 2024
2 000
-
200
-
200
234
2 434
Statement of Changes in Equity
For the year ended 31 December 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying Notes are an integral part of these financial statements.
19
SG Issuer
Statement of Cash Flows
For the year ended 31 December 2024
Notes
(‘000 EUR)
2024
(‘000 EUR)
2023
 
OPERATING ACTIVITIES
Profit for the financial year
234
15
Non cash adjustments :
 
Net change in fair value and foreign exchange difference
4.1, 4.2
(83 015)
(427 831)
 
Change in cost of risk
5
0
Net(increase)/decrease in financial assets
4.1
142 922
(6 280 576)
Net increase/(decrease) in financial liabilities
4.2
(38 530)
6 740 308
(Increase)/decrease in other assets
6
1 889 329
(1 838 738)
Increase/(decrease) in tax liabilities and other
 
liabilities
6, 7
(1 854 986)
1 834 880
Taxes
 
paid
7
(13)
201
NET CASH FLOWS FROM OPERATING ACTIVITIES
55 941
28 259
FINANCING ACTIVITIES
Payment of capital surplus
*
8.1
(34 361)
(22 050)
Dividend paid
(15)
(375)
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
(34 376)
(22 425)
 
Cash and cash equivalents as at January 1
st
3
42 010
36 176
Net increase/(decrease) in cash and cash equivalents
21 565
5 834
Cash and cash equivalents as at December 31
st
63 575
42 010
 
Additional information on operational cash flows from
interest and dividends
Interest paid
36 331
24 735
Interest received
9
3 496
2 685
Dividend received
-
-
* KEUR 34 361 for the year ended 31 December 2024
 
(and KEUR 22 050 for the year ended 31 December 2023)
represent the share premium reimbursed
 
by the Company to the shareholder (refer to Note 8.1).
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
20
NOTE 1 – CORPORATE
 
INFORMATION
 
SG Issuer (hereafter the
 
"Company" or “SGIS”) is
 
a Luxembourg company incorporated on 16
 
November 2006 as
a public limited company (“Société Anonyme”)
 
for an unlimited period.
Since April 2013, the Company’s corporate objects are
 
to issue debt securities, bonds,
 
certificates, warrants and
any other debt securities or acknowledgements of
 
debts or financial securities, whether
 
or not accompanied by
guarantees, with any type of underlying
 
security, including, without limitation, company stock, any
 
other capital
security or security
 
other than capital,
 
index, currency,
 
exchange rate,
 
interest rate,
 
dividend, credit risk, fund
unit, investment company
 
stock, term deposit,
 
life assurance contract,
 
loan, merchandise,
 
term contract, option,
Warrant or option coupons, allocated
 
or unallocated precious
 
metals, unit of
 
account, basket or any other
 
factor
or any other type of underlying securities and
 
any combination of the latter.
 
To
 
that effect,
 
the Company
 
may
 
purchase, hold,
 
dispose of,
 
lend, loan
 
or resell,
 
by
 
any
 
means, including
 
in
particular
 
the
 
use of
 
trusts, in
 
trust
 
or repurchase,
 
any
 
type
 
of
 
assets
 
whatever
 
their
 
names
 
and
 
forms
 
and
whether or not
 
accompanied by guarantees,
 
in particular
 
financial instruments (financial
 
securities - stocks,
 
fund
units, bonds, certificates,
 
Warrants - or
 
financial contracts -
 
swaps, options or
 
other) or
 
any other
 
debt securities,
acknowledgements of
 
debts or
 
capital securities, receive
 
or issue monetary
 
loans (including loans
 
convertible
into
 
shares of
 
the Company)
 
- within
 
the group
 
of companies
 
to which
 
the Company
 
belongs -
 
and to
 
supply
guarantees in any form (actual guarantees such
 
as pledges, securities,
 
mortgages or other - personal
 
guarantees
or any other form of guarantee) for
 
their own account, for the account of the group of companies to which the
Company belongs or on behalf of third parties.
The Company’s financial year begins on 1 January and
 
ends on 31 December each year.
The Company’s capital is divided into 50 011 shares, of which 49 911 are held by
 
Société Générale Luxembourg
(hereafter “SG Luxembourg”) and 100 are held by Société
 
Générale S.A..
The accounts of the Company for the
 
year ended 31 December 2024 are included in the consolidated accounts
of Société Générale S.A. (hereafter ”Société Générale”
 
or the “parent Company” or
 
the “SG Group”), which is at
once
 
the
 
smallest
 
and
 
the largest
 
body
 
of
 
undertakings of
 
which
 
the
 
Company
 
forms
 
a
 
part
 
as
 
a
 
subsidiary
undertaking, and whose head-office
 
is located at 29, boulevard Haussmann, 75009 Paris, France.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
21
NOTE 2 – MATERIAL
 
ACCOUNTING POLICIES
2.1
Basis of preparation
2.1.1
Statement of compliance
The financial
 
statements
 
of the
 
Company as
 
at and
 
for the
 
year ended
 
31 December
 
2024 have
 
been prepared
 
in
accordance
 
with
 
International
 
Financial
 
Accounting
 
Standards
 
(“IFRS”)
 
as
 
adopted
 
by
 
the
 
European
 
Union
 
and
interpretations adopted by the
 
International Accounting Standards Board (“IASB”).
The financial statements as
 
at and for the
 
year ended 31
 
December 2024
 
were authorised for issue
 
by the Supervisory
Board on 28 April 2025.
 
2.1.2
Functional and presentation currency
The financial statements are prepared in Euro
 
(“EUR”), which is the Company’s functional currency and the currency
of its share
 
capital. Unless stated
 
otherwise, the amounts in
 
the financial statements
 
are expressed in
 
thousands of
EUR (KEUR).
 
The value
 
“0” indicates
 
the presence
 
of a
 
number,
 
which is
 
rounded to
 
zero,
 
while “-“
 
represents the
value nil.
2.1.3
Critical estimates and judgments
The preparation of
 
the Company’s financial statements
 
requires Executive Board
 
to make judgments,
 
estimates and
assumptions
 
that
 
affect
 
the
 
reported
 
amount
 
of
 
figures
 
recorded
 
in
 
the
 
statement
 
of
 
profit
 
or
 
loss
 
and
 
Other
Comprehensive Income, on the
 
unrealised or deferred gains
 
and losses, on the
 
valuation of assets and
 
liabilities in the
statement of financial position, and on information disclosed in the
 
notes to the financial statements.
In
 
order to
 
make
 
these assumptions
 
and estimates,
 
the Executive
 
Board
 
uses information
 
available at
 
the date
 
of
preparation
 
of
 
the
 
financial
 
statements
 
and
 
can
 
exercise
 
its
 
judgment.
 
By
 
nature,
 
valuations
 
based
 
on
 
estimates
include risks and
 
uncertainties relating
 
to their occurrence
 
in the
 
future. Consequently, actual
 
future results
 
may differ
from these estimates and may then have a significant impact on the
 
financial statements.
Uncertainty about these
 
assumptions and estimates could result
 
in outcomes that
 
require a material
 
adjustment to
the
 
carrying
 
amount
 
of
 
assets
 
or
 
liabilities
 
affected
 
in
 
future
 
periods.
 
In
 
the
 
process
 
of
 
applying
 
the
 
Company’s
accounting policies, Executive Board
 
has made the following
 
judgments and assumptions concerning the future and
other key
 
sources of
 
estimation uncertainty
 
at the
 
reporting date,
 
that have
 
a significant
 
risk of
 
causing a
 
material
adjustment to the carrying amounts of assets and liabilities within the
 
next financial year. Existing circumstances and
assumptions
 
about
 
future
 
developments
 
may
 
change
 
due
 
to
 
circumstances
 
beyond
 
Company’s
 
control
 
and
 
are
reflected in the assumptions
 
if and when
 
they occur. Items with the
 
most significant effect on
 
the amounts recognized
in the financial statements with substantial Executive Board
 
judgment and/or estimates are listed below with
 
respect
to judgments/estimates involved.
The use of significant estimates and judgment mainly
 
concerns the following topics:
Fair value in the statement of financial position of financial instruments not quoted in an active market which are
classified as financial assets and liabilities
 
at fair value through profit or loss (see Notes 4.1 and 4.2);
The analysis of the contractual cash flow characteristics of financial
 
assets (see Note 2.3.3.1).
2.1.4
Segment reporting
No
 
dedicated management
 
reporting information
 
is
 
presented for
 
SGIS to
 
a chief
 
decision maker;
 
only the
 
annual
financial statements are presented to the Executive Board of SGIS in analysing the performance of the Company. The
Company has mainly one geographical area related to its revenue, which is France.
 
 
 
image_p24i0 image_p24i1 image_p24i2 image_p24i3 image_p24i4 image_p24i5 image_p24i6 image_p24i7 image_p24i8 image_p24i9 image_p24i10
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
22
2026
•Amendments to IAS 21 "Lack of Exchangeability"
2025
•Amendments to IFRS 9 "Amendments to the classification
 
and measurement of
financial instruments"
•Amendments to IFRS 9 and IFRS 7 “Contracts Referencing
 
Nature-dependent
Electricity ” (PPA and VPPA)
2027
•IFRS 18 "Presentation and Disclosure in Financial Statements"
2.2
New accounting standards
2.2.1
New accounting standards applicable as at 1 January 2024
AMENDMENTS TO IFRS
 
16 “Lease liability
 
in a sale and leaseback”
These
 
amendments
 
provide
 
clarifications
 
on
 
the
 
subsequent
 
measurement
 
of
 
leaseback
 
transactions
 
when
 
the
original sale of
 
the asset meets
 
the criteria of
 
IFRS 15 “Revenue
 
from contract
 
with customers” for
 
recognition as
 
a
sale.
 
These
 
amendments
 
specify in
 
particular
 
how
 
to
 
subsequently measure
 
the
 
lease
 
liability
 
arising
 
from
 
these
leaseback transactions, made of variable lease
 
payments that do not depend on an
 
index or a rate.
This amendment has no impact on the
 
Company financial statements as the Company does not have property, plant
or equipment.
2.2.2
Accounting standards, amendments or interpretations to be applied by the Company
 
in the future
The
 
IASB
 
published
 
accounting
 
standards
 
and
 
amendments,
 
some
 
of
 
which
 
have
 
not
 
been
 
adopted
 
by
 
the
 
European Union
 
as at
 
31 December 2024.
 
Their application
 
is required for
 
the financial years
 
beginning on or
 
after
1 January 2025 at
 
the earliest
 
or on
 
the date
 
of their
 
adoption by
 
the European
 
Union. They
 
have thus
 
not been
 
applied
to
 
the
 
Company as
 
at
 
31 December
 
2024.These
 
standards are
 
expected
 
to
 
be
 
applied according
 
to
 
the
 
following
schedule:
Amendments to IFRS 21 “Lack of exchangeability”
Published on 15 August 2023
These amendments specify
 
the circumstances in which
 
a currency is exchangeable
 
(or not) into another
 
currency, and
how
 
to
 
determine
 
the
 
exchange
 
rate
 
to
 
apply
 
when
 
a
 
currency
 
is
 
not
 
exchangeable.
 
They
 
also
 
add
 
to
 
the
 
list
 
of
supplementary
 
information
 
to
 
be
 
disclosed
 
in
 
the
 
annex
 
to
 
the
 
financial
 
statements
 
when
 
a
 
currency
 
is
 
not
exchangeable.
The provisions of these amendments are already applied
 
to the preparation of the Company’s financial statements.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
23
Amendments to IFRS 9 "Amendments to the classification
 
and measurement of financial instruments"
 
Published on 30 May 2024.
 
These amendments
 
clarify the
 
classification of
 
financial assets,
 
in particular
 
on how
 
to assess
 
whether contractual
cash flows of a
 
financial asset are consistent with
 
a basic lending arrangement. They
 
thus clarify the classification of
financial assets with environmental, social and governance (ESG)-linked features.
 
They also include specifications regarding the classification of contractually linked instruments and
 
of financial assets
guaranteed solely by security rights.
 
Furthermore,
 
these
 
amendments
 
also
 
specify
 
how
 
to
 
apply
 
the
 
derecognition
 
of
 
financial
 
assets
 
settled
 
through
electronic payment systems.
 
New disclosures are also
 
required on the
 
investments in equity instruments
 
originally designated at
 
fair value through
other comprehensive income,
 
and the financial
 
assets and liabilities
 
with contingent features, such as
 
those with ESG-
linked features.
 
The amendments should have no impact on the Company’s
 
financial statements.
 
Amendments to IFRS 9 and IFRS 7 “Contracts referencing nature-dependent
 
electricity” (PPA and VPPA)
 
Published on 18 December 2024.
 
The IASB issued amendments to IFRS
 
9 and IFRS 7 relating
 
to contracts referencing
 
nature-dependent electricity the
produced quantity of which is subject to hazard and variability.
 
The contracts concerned can be settled:
 
-
through contracts to buy or sell nature-dependent electricity: Power Purchase Agreements
 
(PPA);
 
-
virtually settled net for the difference between
 
the contractually agreed price
 
and the market price:
 
Virtual Power
Purchase Agreements (VPPA).
 
These amendments clarify
 
the conditions for the
 
application of the own
 
use exemption which allows
 
for the exclusion
of the Group-owned PPAs from the application scope of IFRS 9.
 
These amendments should have no impact on the Company’s financial
 
statements.
IFRS 18 "Presentation and disclosure in financial statements”
 
Published on 9 April 2024.
This standard will supersede IAS 1 “Presentation of Financial Statements”.
 
It will
 
not change
 
the rules
 
for recognising
 
assets, liabilities,
 
income and
 
expenses, nor
 
their measurement;
 
it only
addresses their presentation in the Primary financial
 
statements and in their related Notes.
 
The main changes introduced by this new
 
standard affect the income statement. The latter will have to be structured
by
 
mandatory
 
sub-totals
 
and
 
articulated
 
in
 
three
 
categories
 
of
 
income
 
and
 
expenses:
 
the
 
operating
 
income
 
and
expenses, investment income and expenses, and financing income and
 
expenses.
 
For entities, for
 
which investing in particular types
 
of assets or providing financing to
 
customers is one of
 
their main
business activities, such as banking and
 
insurance entities, the standard
 
provides for an appropriate
 
presentation of
the income and expenses relating to these activities
 
under the operating income and expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
24
IFRS 18
 
also requires
 
presenting in
 
the Notes management-defined
 
performance measures (MPMs),
 
i.e. alternative
measures defined
 
by the
 
Management of
 
the entity
 
and used
 
for public
 
communication (justification
 
of the
 
use of
these measures, calculation method, reconciliation with
 
the subtotals required by the standard).
 
Finally,
 
the standard
 
provides guidance
 
on how
 
to aggregate
 
and disaggregate
 
material information
 
in the
 
primary
financial statements and in the related Notes.
 
The application
 
of IFRS
 
18 will
 
be required
 
for annual
 
periods beginning on
 
1 January 2027;
 
this application
 
will be
retrospective with a restatement of comparative information.
 
The impact of this
 
standard on the
 
Company’s financial statements is
 
currently being analysed as not
 
yet in force
 
at
the date of these financial statements.
 
2.3
Summary of material accounting policies
2.1.5
Foreign currency transactions
The Company maintains its books in EUR, which
 
is the currency of the capital.
Assets and
 
liabilities denominated in
 
foreign currencies
 
are translated
 
into EUR
 
at the
 
exchange rates
 
ruling at
 
the
reporting
 
date.
 
Foreign
 
exchange
 
differences
 
arising
 
on
 
translation
 
and
 
realized
 
exchange
 
gains
 
and
 
losses
 
are
recognised in the
 
statement of profit
 
or loss
 
and Other
 
Comprehensive Income
 
in the caption
“Net gains
 
from financial
instruments at fair value through profit or loss”
 
and
“Interest Expenses”
.
Revenues and expenses in
 
foreign currencies are
 
translated into EUR at
 
the exchange rates
 
prevailing at the
 
date of
the transactions.
The most important
 
foreign currency positions
 
for the Company
 
are USD, JPY, GBP, HKD and CHF. The
 
following foreign
exchange rates were used:
USD
JPY
GBP
HKD
CHF
31.12.2024
1.0389
163.06
0.82918
8.0686
0.9412
31.12.2023
1.1050
156.3300
0.86905
8.6314
0.9260
2.1.6
Cash and cash equivalents
Cash and cash equivalents comprise only cash
 
repayable on demand.
Cash
 
and
 
cash
 
equivalents
 
in
 
the
 
Company
 
are
 
subject
 
to
 
impairment
 
under
 
IFRS
 
9
 
and
 
are
 
presented
 
net
 
of
impairment (cf. Note 2.3.3.3).
2.1.7
Financial instruments
 
2.3.3.1
 
Classification of financial instruments
Classification of financial assets
Financial assets
 
are classified
 
under IFRS
 
9 based
 
on the
 
characteristics of
 
their contractual
 
cash flows
 
and on
 
how
they are managed (business models).
For the debt instruments
 
held, SGIS has defined
 
its business model as
 
“hold to collect”
 
for the Fully Funded
 
Swaps, for
Cash and cash equivalents and
 
for Loans and receivables.
 
These assets are acquired in
 
order to collect the contractual
cash-flows attached to the assets. No sale has been made in the past years and no sale
 
is anticipated in the future.
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
25
The Fully Funded Swaps
 
(hereafter “FFS”) are economically
 
assimilated to loans
 
with embedded derivatives
 
(the swap
embedded in
 
the FFS).
 
This type
 
of financial
 
assets complies with
 
the IFRS
 
Accounting Standards
 
definition of
 
debt
instruments (fixed maturity, coupon calculated as a rate, no right nor interest/control in an entity). As these financial
assets of SGIS contain embedded derivatives that modify the cash flows of the entire contract, the contract does not
pass
 
the
 
Solely
 
Payments
 
of
 
Principles
 
and
 
Interest
 
(or
 
“SPPI”)
 
test
 
and
 
consequently
 
these
 
financial
 
assets
 
are
mandatorily measured at Fair Value through Profit or Loss (“FVTPL”).
Cash and cash
 
equivalents and Loans
 
and receivables are
 
SPPI compliant
 
and are
 
thus measured at
 
amortised cost.
Cash and cash equivalents and Loans
 
and receivables are subject to
 
impairment under IFRS 9 and are
 
presented net
of impairment.
The Options held, covering the Warrants issued, are Trading derivatives and thus measured at FVTPL.
Purchases and sales of
 
financial assets recorded under
 
financial assets at
 
fair value through profit or
 
loss and Financial
assets at fair value through other comprehensive income are recognised in the
 
statement of financial position at the
delivery-settlement date.
 
Changes in fair value
 
between the trade
 
and settlement dates are
 
recorded in the income
statement or
 
booked to shareholders’
 
equity depending on the accounting category
 
of the relevant financial assets.
Loans and receivables are
 
recorded in statement of
 
financial position
 
on the date they
 
are paid or
 
at the maturity
 
date
for
 
invoiced
 
services.
 
The
 
trade
 
date
 
is
 
the
 
date
 
on
 
which
 
the
 
contractual
 
commitment
 
becomes
 
binding
 
and
irrevocable for the Company.
Classification of financial liabilities
Financial liabilities are classified into one of the
 
following two categories:
Financial liabilities at fair value through profit or loss:
These
 
are
 
financial liabilities
 
held
 
for
 
trading
 
purposes, which
 
by
 
default
 
include
 
derivative financial
 
liabilities not
qualifying
 
as
 
hedging
 
instruments
 
and
 
non-derivative
 
financial
 
liabilities
 
designated
 
by
 
the
 
Company
 
upon
 
initial
recognition to be carried at fair value through profit or loss in accordance with the
 
fair value option.
The Company has
 
designated at fair
 
value through profit
 
or loss the notes
 
issued because mirror transactions
 
(Fully
Funded Swaps or “FFS”) that are used to mirror those notes are measured mandatorily at fair value through profit or
loss and thus reduce the accounting mismatch.
Financial liabilities at amortised cost:
These include the other non-derivative financial liabilities
 
and are measured at amortized cost.
2.3.3.2
 
Valuation of financial instruments
Definition of fair value
 
Fair value
 
is the
 
price that would
 
be received
 
to sell
 
an asset
 
or paid
 
to transfer
 
a liability in
 
an orderly
 
transaction
between market participants at the measurement date.
In
 
the
 
absence
 
of
 
observable
 
prices
 
for
 
identical
 
assets
 
or
 
liabilities,
 
the
 
fair
 
value
 
of
 
financial
 
instruments
 
is
determined
 
using
 
another measurement
 
technique
 
that
 
maximises
 
the
 
use
 
of
 
observable market
 
input
 
based
 
on
assumptions that market operators would use to set the price of the
 
instrument in question.
Fair value hierarchy
The fair values of financial instruments include accrued
 
interest as applicable.
For information purposes, in the notes to the financial statements, the fair value
 
of financial instruments is classified
using a fair value hierarchy that reflects the significance of the inputs used according to
 
the following levels:
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
26
Level 1 (L1): instruments valued on the basis of quoted
 
prices (unadjusted) in active markets for identical assets or
liabilities
Level 1 instruments carried at fair value on the statement of financial position include in particular
 
shares listed in an
active
 
market,
 
government
 
or
 
corporate
 
bonds
 
priced
 
directly
 
by
 
external
 
brokers/dealers,
 
derivatives
 
traded
 
on
organised markets
 
(futures, options), and
 
units of funds
 
(including UCITS) whose
 
net asset value
 
is available
 
on the
statement of financial position date.
 
A financial instrument
 
is regarded
 
as quoted in
 
an active market
 
if quoted
 
prices are readily
 
and regularly available
from an exchange,
 
dealer, broker,
 
industry group, pricing service or regulatory agency,
 
and if they reflect actual and
regular market transactions on an arm’s length basis.
 
Determining whether a market is inactive
 
requires the use of indicators such as a
 
sharp decline in trading volume and
the level
 
of activity
 
in the
 
market, a sharp
 
disparity in
 
prices over
 
time and
 
among the
 
various above-mentioned
 
market
participants, or
 
the fact
 
that the latest
 
transactions conducted
 
on an arm’s
 
length basis
 
did not take
 
place recently
enough.
 
Where a financial instrument is traded in several markets
 
to which the Company has immediate access, its fair value
is represented by the market price at which volumes and activity levels
 
are highest for the instrument in question.
Transactions resulting from
 
involuntary liquidations
 
or distressed
 
sales are
 
usually not
 
taken into account
 
to determine
the market price.
Level 2 (L2): instruments valued using inputs other
 
than quoted prices included in Level 1
 
that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
 
derived from prices)
These are instruments measured using
 
a financial model based on observable market
 
inputs. Prices published by an
external source derived from the valuation
 
of similar instruments are considered as data derived
 
from prices.
Level 2 instruments include in particular
 
non derivative financial instruments carried
 
at fair value on the statement of
financial
 
position
 
that
 
are
 
not
 
directly
 
quoted
 
or
 
do
 
not
 
have
 
a
 
quoted
 
price
 
on
 
a
 
sufficiently
 
active market
 
(e.g.
corporate
 
bonds, repos
 
transactions, mortgage-backed
 
securities, units
 
of funds),
 
and firm
 
derivatives and
 
options
traded over-the-counter: interest rate swaps, caps, floors, swaptions, equity
 
options, index options, foreign exchange
options, commodity options and credit derivatives. The maturities of these
 
instruments are linked to ranges of terms
commonly traded
 
in the
 
market, and the
 
instruments themselves
 
can be
 
simple or
 
offer a more
 
complex remuneration
profile (e.g. barrier
 
options, products with multiple
 
underlying instruments), with said complexity
 
remaining limited
however.
 
The valuation techniques used in this category are based on common methods shared by the main market
participants.
 
Level 3 (L3): instruments valued using inputs that
 
are not based on observable market data (referred to as
unobservable inputs)
Level
 
3 instruments
 
carried at
 
fair value
 
on the
 
statement of
 
financial position
 
are predominantly
 
instruments for
which the sales margin
 
is not immediately recognized in profit or loss.
In the context
 
of SGIS, this sales margin is not applicable
 
and hence not recognised
because there is a corresponding
offsetting margin on the funded
 
swap.
Accordingly, Level 3 financial instruments include derivatives with longer maturities than those
 
usually traded and/or
with
 
specifically
 
tailored
 
return
 
profiles.
 
Similarly,
 
debt
 
measured
 
at
 
fair
 
value
 
is
 
classified
 
as
 
Level
 
3
 
where
 
the
valuation of the associated embedded derivatives is also based
 
on unobservable inputs.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
27
The main L3 complex derivatives are:
Equity derivatives: options
 
with long maturities and/or
 
incorporating bespoke remuneration
 
mechanisms. These
instruments are sensitive to market inputs
 
(volatility, dividend rates,
 
correlations, etc.). In the absence of market
depth
 
and
 
an
 
objective
 
approach
 
made
 
possible
 
by
 
regularly
 
observed
 
prices,
 
their
 
valuation
 
is
 
based
 
on
proprietary
 
methods
 
(e.g.
 
extrapolation
 
from
 
observable
 
data,
 
historical
 
analysis).
 
Hybrid
 
equity
 
instruments
 
(i.e. having at least one
 
non-equity underlying instrument)
 
are also classified as
 
L3 insofar as correlations between
the different underlying are generally unobservable;
Interest
 
rate
 
derivatives:
 
long-term and/or
 
exotic
 
options, products
 
sensitive to
 
correlation
 
between
 
different
interest
 
rates,
 
different
 
exchange rates,
 
or between
 
interest
 
rates
 
and exchange
 
rates,
 
for example
 
for quanto
products (in which the instrument is settled in a currency different from the currency of the underlying); they are
liable to
 
be classified as
 
L3 because
 
the valuation inputs
 
are unobservable
 
due to
 
the liquidity of
 
the correlated
pair and
 
the residual maturity of
 
the transactions (e.g. exchange
 
rate correlations
 
are deemed unobservable for
the USD/JPY);
Credit
 
derivatives:
 
L3
 
credit
 
derivatives
 
mainly
 
include
 
baskets
 
of
 
instruments
 
exposed
 
to
 
time
 
to
 
default
correlation (“N to default” products in which the buyer of the hedge is compensated as of the Nth default, which
are exposed
 
to the
 
credit quality
 
of the
 
issuers comprising the
 
basket and
 
to their
 
correlation, or
 
CDO Bespoke
products, which
 
are Collateralised
 
Debt Obligations
 
created
 
specifically for
 
a group
 
of investors
 
and structured
according to their needs), as well as products subject to
 
credit spread volatility;
 
Commodity
 
derivatives:
 
this
 
category
 
includes
 
products
 
involving
 
unobservable volatility
 
or
 
correlation
 
inputs
 
(i.e. options on commodity swaps or instruments based
 
on baskets of underlyings).
At the level of SG Group, valuation models are determined in order to
 
fully embed the impact of IFRS 13
 
as described
above
 
and
 
use
 
appropriate
 
parameters
 
and
 
methodologies
 
in
 
order
 
to
 
determine
 
L3
 
instruments
 
valuation.
Counterparty
 
credit
 
risk
 
estimates
 
relies
 
on
 
Credit
 
Value
 
Adjustments
 
(CVA)
 
and
 
Debit
 
Value
 
Adjustments
 
(DVA)
calculations.
Different
 
calculation methods
 
can exist
 
regarding the
 
CVA-DVA
 
/ OCA
 
(Own Credit
 
Adjustment) impact calculation:
derived from the yield discounting methodology, other from the Monte-Carlo EPE/ENE (Expected Positive / Negative
Exposure). The
 
methodology for
 
calculation of
 
CVA-DVA
 
(OCA not
 
applicable to
 
the Company)
 
applied to
 
SGIS (the
same as the SG Group) is the yield discounting
 
methodology.
 
The valuation methods used by the Company to establish the
 
fair value of financial instruments are detailed below.
The fair values of financial instruments include accrued
 
interest as applicable.
For Unsecured Notes and Fully Funded Swaps
The
 
fair
 
value
 
for
 
both the
 
unsecured
 
Notes
 
(liabilities) and
 
the
 
Fully
 
Funded Swap
 
(FFS)
 
(assets) is
 
calculated
 
by
discounting the expected future
 
cash flows with
 
the risk-free curve. To
 
take the credit
 
adjustment into account, the
risk-free
 
curve
 
is
 
adjusted
 
with
 
Société
 
Générale
 
Group’s
 
credit
 
spread
 
curve.
 
A
 
dedicated
 
process
 
has
 
been
implemented
 
using
 
Société
 
Générale
 
Group
 
and
 
SGIS
 
operational
 
teams’
 
input.
 
This
 
process
 
is
 
fully
 
functional,
constantly monitored as of today.
For Secured and Repack Notes
 
Secured
 
Notes
 
are
 
Notes
 
which
 
are
 
collateralized
 
with
 
assets
 
deposited
 
on
 
segregated
 
or
 
pooled
 
accounts
 
with
external custodian (The
 
Bank of New
 
York Mellon S.A., Luxembourg
 
Branch, hereafter “BNY
 
Mellon Luxembourg”)
 
and
pledged in favour of the Note holders.
 
Repack Notes are Notes which
 
allow investors to calibrate the funding yield
 
of their structure by selecting
 
a bond (the
“Reference Bond”) issued by a third-party issuer (the “Reference Bond Issuer”).
 
The collateral assets are composed of eligible securities.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
28
Should Société Générale defaults, the pledge on the assets
 
is to be enforced; the Notes holders are exposed to credit
risk of the
 
collateral (external securities). Therefore,
 
as Société Générale and
 
SGIS act solely as
 
intermediary
 
for risk
transfer,
 
the credit risk premium
 
(external bonds issuers) shall
 
not be adjusted with
 
Société Générale credit
 
spread.
Thus, no additional credit adjustment is needed
 
for the secured Notes.
The fair
 
value of the
 
Secured Notes and the
 
Repack Notes and
 
the associated FFS
 
is computed, for
 
each accounting
period, by discounting the expected future cash flows by a composite
 
Repo rate curve.
 
For Warrants and Options
For
 
financial
 
instruments
 
recognised
 
at
 
fair
 
value
 
in
 
the
 
statement
 
of
 
financial
 
position,
 
fair
 
value
 
is
 
determined
primarily on the basis of the prices quoted in an active market.
 
These prices can be adjusted if none are available
 
on
the statement of financial position date or if the clearing value does
 
not reflect transaction prices.
However, due especially to the varied characteristics of
 
financial instruments traded over the
 
counter on the financial
markets, a large number of financial products traded by the
 
Company does not have quoted prices in the markets.
 
The base models
 
may not fully capture all
 
factors relevant to the valuation of
 
SGIS on these
 
financial instruments such
as credit risk
 
(CVA), own credit (DVA) and/or
 
funding costs (FVA).
Therefore, SGIS applies various
 
techniques (from the
Group) to estimate the credit risk associated with its financial
 
instruments measured at fair value.
The revaluation
 
differences
 
attributable
 
to
 
the Company’s
 
credit risk
 
are
 
thus determined
 
using valuation
 
models
which
 
take
 
into
 
account
 
the
 
most
 
recent
 
financing
 
terms
 
and
 
conditions
 
on
 
the
 
markets
 
along
 
with
 
the
 
residual
maturity of the related liabilities.
 
For secured notes issued by the Company,
 
as investors are not exposed to the Company’s
 
risk, no own credit risk
should impact the fair value of the instruments and as such,
 
no adjustment has to be calculated;
For unsecured notes, investors are not contractually exposed
 
to the Company’s credit risk but to Société
 
Générale
Group’s
 
own credit risk.
SGIS
 
valuation
 
models
 
therefore
 
reflects
 
the
 
absence
 
of
 
credit
 
risk,
 
and
 
structured
 
bonds
 
are
 
not
 
impacted
 
by
 
Own Credit Adjustments within the entity.
Deferred margin related to main unobservable inputs
The
 
Company
 
does
 
not
 
apply
 
deferred
 
margin
 
related
 
to
 
its
 
main
 
unobservable
 
inputs
 
as
 
margin
 
on
 
Notes
 
and
Warrants issued are offset by a similar margin on Fully Funded Swaps and Options
 
purchased.
2.3.3.3
 
Impairments and provisions
 
Some financial assets involve credit risk which exposes the Company to a potential loss if the counterparties were to
be unable to respect
 
their financial commitments. The Company is remunerated
 
for bearing this risk by
 
a portion of
the contractual interest that it receives on those assets; this is known as the
 
credit margin.
This potential
 
loss, or expected
 
credit loss,
 
is recognised
 
in profit or
 
loss without
 
waiting for the
 
occurrence of
 
a default
event on a specific counterparty.
 
For loans
 
and receivables
 
measured at
 
amortised cost
 
or fair
 
value through
 
other comprehensive
 
income, the
 
expected
credit loss,
 
as assessed by
 
the Company,
 
is recognised
 
in profit
 
or loss.
 
On the
 
statement
 
of financial
 
position, this
potential loss is recognised as
 
an impairment that reduces the
 
carrying amount of assets
 
measured at amortised cost.
Impairments are written
 
-back in case
 
of a subsequent
 
decrease of credit
 
risk. No impairment is
 
recognised on cash
and
 
cash equivalents,
 
as the
 
credit risk
 
is immaterial.
 
The Company
 
does not
 
have
 
loan commitments
 
or financial
guarantees contracts.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
29
The group assesses on a forward-looking basis the
 
expected credit losses associated with
 
its debt instruments carried
at amortised cost. The impairment
 
methodology applied depends on
 
whether there has been a
 
significant increase in
credit
 
risk.
 
For
 
trade
 
receivables,
 
the
 
group
 
applies
 
the
 
simplified
 
approach
 
permitted
 
by
 
IFRS
 
9,
 
which
 
requires
expected lifetime losses to be recognised from initial recognition of the
 
receivables.
Impairment and provisions for credit risk
To
 
determine the amount of
 
impairment or loss allowances
 
to be recorded
 
at each reporting date,
 
these exposures
are classified
 
into one
 
of three categories
 
based on
 
the increase in
 
credit risk
 
observed since initial recognition.
 
An
impairment or loss allowance shall be recognised for the
 
exposures in each category as follows:
Exposures
 
classified
 
in
 
Stage
 
1:
 
At
 
the
 
initial
 
recognition
 
date,
 
the
 
exposures
 
are
 
systematically
 
classified
 
in
 
Stage
 
1, unless
 
they
 
are
 
underperforming/credit-impaired on
 
acquisition and
 
during
 
the lifetime
 
of
 
the credit.
Stage 1
 
exposures
 
are
 
impaired
 
for
 
the
 
amount
 
of
 
credit
 
losses
 
that
 
the
 
Company
 
expects
 
to
 
incur
 
within
12 months (12-month expected credit losses), based on
 
past data and the current situation;
Exposures classified in Stage 2: To
 
identify Stage 2 exposures, the significant
 
increase in credit risk is
 
assessed by
the
 
Company,
 
taking
 
into
 
account
 
the
 
counterparty’s
 
credit
 
risk
 
rating,
 
the
 
magnitude
 
of
 
the
 
change
 
in
 
the
counterparty’s credit rating and the existence of payments delays of more than 30 days;
Exposures classified in Stage 3 (doubtful
 
outstanding): The Company determines
 
whether or not there
 
is objective
evidence of impairment (default event).
Stage 2 and 3 exposures are impaired for the amount of credit losses that the Company expects to incur over the life
of
 
the
 
exposures
 
(lifetime
 
expected
 
credit
 
losses),
 
taking
 
into
 
consideration
 
past
 
data,
 
the
 
present
 
situation
 
and
reasonable forecast changes in economic conditions, and relevant macroeconomic factors through to maturity.
Impairments / Reversal of impairments
Impairments / Reversal of impairments
 
includes net reversals of impairment
 
and loss allowances
 
for credit risk, losses
on irrecoverable loans and amounts recovered on amortised receivables.
2.3.3.4
 
Offsetting financial assets and financial liabilities
 
A financial asset
 
and a
 
financial liability
 
are offset and
 
the net
 
amount presented on
 
the statement of
 
financial position
when the Company has a legally enforceable right
 
to set off the recognised amounts and intends either to
 
settle the
asset
 
and
 
liability
 
on
 
a
 
net
 
basis,
 
or
 
to
 
realise
 
the
 
asset
 
and
 
settle
 
the
 
liability
 
simultaneously.
 
The legal right to set off the recognised amounts must be
 
enforceable in all circumstances, in both the normal
 
course
of business and in the event of default of one of the
 
counterparties.
The financial instruments issued by the Company are subscribed by the investors
 
through Société Générale as a lead
manager during the
 
issuance period and
 
as a market maker
 
for a secondary
 
market. The instruments
 
which are unsold
are held by SG.
The treatment is
 
applied based on IAS 32
 
Paragraph 42: “A
 
financial asset and a
 
financial liability shall be offset
 
and
the net amount presented in the statement of financial position when,
 
and only when, an entity:
Currently has a legally enforceable right to set off the recognized amounts; and
Intends either to settle on a net basis, or to realise the asset
 
and settle the liability simultaneously.”
In December 2014, a
 
cash netting clause was
 
added in the legal
 
framework with Société Générale
 
Personne Morale
and the Company
 
consequently acquired a legally
 
enforceable right to
 
offset the recognized
 
amount with the same
counterparty (Société Générale).
 
The assets (the
 
Fully Funded Swaps) and
 
the liabilities (the Notes) are
 
settled (and
intended to be settled) simultaneously.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
30
In June 2017, the Company added a new cash
 
netting clause in the legal framework with Société Générale
 
Personne
Morale and the Company consequently acquired a legally enforceable right
 
to offset the recognized amount with the
same counterparty
 
(Société Générale).
 
The
 
assets (OTC
 
Options) and
 
the liabilities
 
(the Warrants)
 
are
 
settled (and
intended to be settled) simultaneously.
In application of IAS 32 - Offsetting a financial asset and a financial liability, the Company proceeds to the accounting
netting of
 
the non-sold
 
amounts. The
 
impact of
 
the off-setting
 
for the
 
non-sold Notes
 
and the
 
corresponding Fully
Funded Swaps and impact of
 
the off-setting for
 
the non-sold Warrants and
 
the corresponding options are described
in Note 4.1 and Note 4.2.
2.1.8
Other assets and other liabilities
Settlement accounts for trades are included in other assets or other liabilities
 
and are presented separately in
distinctive captions on assets or liabilities side (cf. Note 6).
 
2.1.9
Shareholders’ equity
Equity are
 
the resources contributed
 
to the
 
Company by external
 
shareholders as capital,
 
as well
 
as the cumulative
and undistributed results (retained earnings).
The statement “Changes in Shareholders’ Equity” presents the various changes that affect the components of equity
over the reporting period.
2.1.10
Interest income and expense
Interest is recognized
 
as expense or income over
 
the life of the financing
 
service granted or received, proportionally
to the principal amount outstanding.
Interest income and expense are recorded in the statement of profit or loss and Other Comprehensive Income under
Interest and similar income
 
and Interest and similar
 
expense for all financial
 
instruments measured using
 
the effective
interest
 
method
 
(instruments
 
at
 
amortised cost
 
and
 
debt
 
instruments
 
at
 
fair
 
value
 
through
 
other comprehensive
income).
 
The effective
 
interest
 
rate
 
is
 
taken
 
to
 
be the
 
rate
 
used to
 
net
 
discount future
 
cash
 
inflows
 
and outflows
 
over
 
the
expected
 
life
 
of
 
the
 
instrument
 
in
 
order
 
to
 
establish
 
the
 
net
 
book
 
value
 
of
 
the
 
financial
 
asset
 
or
 
liability.
 
The calculation of this rate considers the future cash
 
flows estimated on the basis of the
 
contractual provisions of the
financial instrument
 
without taking
 
account of
 
possible future
 
credit
 
losses and
 
also includes
 
commissions paid
 
or
received between
 
the parties
 
where these
 
may
 
be assimilated
 
to interest,
 
directly linked
 
transaction costs,
 
and all
types of premiums and discounts.
Where a financial
 
asset is classified
 
in Stage 3
 
for impairment, subsequent
 
interest income is
 
measured at the
 
effective
interest rate applied to the
 
net carrying
 
amount of the
 
financial asset
 
with an offsetting
 
entry equal
 
to the outstanding
financial asset before impairment.
2.1.11
Fee income and expense
Fee income
 
and Fee
 
expense combine
 
fees on
 
services rendered
 
and received,
 
as well
 
as fees
 
on pledged
 
security
granted that cannot
 
be assimilated
 
to interest. Fees
 
that can
 
be assimilated to
 
interest are integrated into
 
the effective
interest rate on the associated financial instrument and are recorded under Interest income and Interest expenses.
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
31
The
 
Company
 
recognizes
 
fee
 
income
 
or
 
expense
 
for
 
an
 
amount
 
equivalent
 
to
 
the
 
remuneration
 
for
 
the
 
service
provided and depending on the progress transferring control
 
of these services:
Fees for ongoing services, such as custody fees and administration costs are recognized as income over the life of
the service;
 
Fees for one-off services, such as issuance and listing fees are
 
recognized as income when the service is provided.
 
The possible mismatch
 
between the payment
 
date of the
 
service provided and
 
the date of
 
execution of
 
the service
gives assets and liabilities depending on the type of contract and mismatch which are recognized under Other Assets
and Other Liabilities.
 
For example: supplier
 
contracts generate trade payables, accrued
 
expenses or prepaid
 
expenses.
Income related
 
to the
 
issuance of
 
Notes and
 
Warrants
 
falls under
 
the scope
 
of IFRS
 
15 and
 
as such,
 
is
 
considered
separately as income generated by 2 services when the Company performs its activities:
The issuing fee recognized upfront for the initiation and the structuration of the issuance;
Account and security servicing during the
 
lifecycle of the security.
2.1.12
Other operating expenses
The Company records operating expenses according to the type of services
 
to which they refer.
Other operating expenses mainly include lease payments, building maintenance and other costs, travel and business
expenses, outsourcing and advisory fees and marketing and
 
advertising expenses. Detail is provided in Note 12.
2.1.13
Income tax
Income tax includes current taxes and deferred taxes:
Current taxes correspond to the amount of taxes due (or refundable) as calculated according to the taxable profit
base for the reporting period;
Deferred
 
taxes correspond
 
to the
 
amount of
 
taxes resulting
 
from past
 
transactions and that
 
will be
 
payable (or
refundable) in a future reporting period.
2.3.9.1
 
Current tax
Current tax is
 
based on
 
the taxable
 
profit and
 
determined in
 
accordance with
 
the rules
 
established by
 
the local
 
taxation
authorities, upon which income taxes are payable. This tax expense also includes net allowances for
 
tax adjustments
pertaining to income tax.
Tax
 
credits arising in respect of
 
interest from loans
 
and income from securities are
 
recorded in the relevant
 
interest
account as they
 
are applied
 
in settlement
 
of income
 
taxes for the
 
year. The related tax
 
charge is
 
included under
 
Income
tax in the statement of profit or loss and Other Comprehensive Income.
2.3.9.2
 
Deferred tax
Deferred taxes are recognized whenever
 
the Company
 
identifies a temporary
 
difference between the
 
accounting base
and tax base for assets and liabilities that will affect future tax payments or from tax loss carried
 
forward.
 
The amount is
 
based on the tax
 
rate enacted
 
or substantively enacted which
 
is expected
 
to apply when the
 
asset is
realized, or the liability settled. These deferred taxes are adjusted in the event of changes
 
to tax rates. This amount is
not discounted to present value. The
 
Company off-sets its deferred tax
 
assets against liabilities as there is both legal
rights to offset its current tax assets and liabilities and it is the Company’s intention to settle on a net basis.
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
32
2.3.10
 
Other commitments linked to secured notes
In relation
 
to each
 
Serie of Secured
 
Notes, in order
 
to secure its
 
obligations in respect
 
of such Notes,
 
the Company
enters into a pledge agreement which is governed by the Luxembourg act dated 5 August 2005 on
 
financial collateral
arrangements,
 
as
 
amended.
 
Under
 
each
 
pledge
 
agreement,
 
the
 
Company
 
grants
 
first
 
ranking
 
security
 
over
 
the
Collateral Assets contained
 
in one
 
or more accounts
 
held by the
 
Company with
 
BNY Mellon
 
Luxembourg (or such
 
other
custodian or
 
account bank
 
as is
 
specified in
 
the applicable
 
Final Terms, pursuant to
 
the terms
 
of a
 
custodian agreement
between, inter alia, the Company and the collateral custodian).
The security granted under each pledge agreement is granted either in favour of:
-
(i) in the
 
case of English
 
Law Notes, The Bank
 
of New York Mellon Corporate
 
Trustee Services Limited or such
 
other
security trustee as is specified in the applicable Final Terms as security trustee on behalf of itself and the relevant
Noteholders and the
 
other relevant Secured
 
Parties (as defined
 
in the Additional
 
Terms and Conditions for
 
Secured
Notes) or,
-
(ii) in the case of French Law Notes, directly in favour of the relevant Noteholders and the other relevant Secured
Parties as represented by The Bank of New York Mellon Corporate Trustee Services Limited or such other security
agent as is specified in the applicable Final Terms as security agent.
 
Following the occurrence of
 
a Secured Note Acceleration
 
Event (as defined in the
 
Additional Terms and Conditions for
Secured Notes), all Noteholders whose Notes have become immediately due and payable is first entitled to claim for
any
 
outstanding amounts
 
due to
 
them under
 
the terms
 
of the
 
Guarantee.
 
If neither
 
the Issuer
 
nor the
 
Guarantor
(pursuant
 
to the
 
terms of
 
the Guarantee)
 
has paid
 
all amounts
 
due to
 
Noteholders within
 
a period
 
of 3
 
Collateral
Business
 
Days
 
following
 
the
 
occurrence of
 
a
 
Secured
 
Note Acceleration
 
Event,
 
Noteholders may
 
send a
 
notice in
writing to
 
the Security
 
Trustee
 
(in the
 
case of
 
English Law
 
Notes) or
 
the Security
 
Agent (in
 
the case
 
of French
 
Law
Notes)
 
requesting
 
that
 
the
 
relevant
 
Pledge
 
Agreement
 
be
 
enforced
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
the
 
Base
Prospectus.
The
 
Company borrows
 
the
 
securities to
 
be
 
pledged
 
from Société
 
Générale
 
Group.
 
In
 
accordance with
 
IFRS
 
9,
 
the
borrowing of the
 
securities to be pledged by
 
the Company is not
 
assimilated to the transfer
 
of assets and thus does
not
 
result
 
in
 
recognition in
 
the
 
statement
 
of financial
 
position. The
 
risks
 
and rewards
 
associated to
 
the
 
securities
remain in Société Générale Group and as such
 
are not presented in the Company’s statement of financial position.
 
The
 
pledged
 
securities
 
are
 
accounted
 
as
 
an
 
off
 
balance-sheet
 
commitment
 
“Securities
 
pledged”.
 
The
 
committed
amount is re-measured at each closing to reflect the value of the
 
securities pledged.
2.2
Geopolitical Crises and Macroeconomic Context
2024 was marked by geopolitical uncertainties,
 
with, in particular, the continuing conflict in
 
Ukraine and the situation
in the Middle-East.
 
In the U.S.A.,
 
economic growth
 
was higher than
 
expected, sustained by
 
strong consumption. In
 
the
eurozone, after
 
a first half-year when business remained resilient
 
especially in the services sector,
 
economic growth
slackened in the second half-year,
 
in particular as a result of the
 
weakness of the German economy and the political
uncertainties in
 
France. In
 
China, the
 
support measures
 
only allowed
 
for
 
economic growth
 
not
 
to deteriorate
 
any
further without any actual upturn.
In this context, the Group Société Générale updated the macroeconomic scenarios chosen for the preparation of the
consolidated financial statements and maintained some adjustments applied to
 
its models.
These macroeconomic
 
scenarios are
 
taken into
 
account in
 
the credit
 
loss measurement
 
models including
 
forward-
looking data and are also used in tests of the recoverability of deferred tax assets.
The methodological framework defined by the
 
Group Société Générale is applied at the level of the Company.
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
33
NOTE 3 – CASH AND CASH EQUIVALENTS
Cash
 
and
 
cash
 
equivalents
 
amount
 
to
 
KEUR
 
63
 
575
 
as
 
at
 
31
 
December
 
2024
 
(31
 
December
 
2023:
KEUR 42 010)
 
and are mainly composed of cash held
 
with Société Générale Luxembourg and Société Générale.
As of 31 December 2024, and 2023,
 
this caption only contained cash that was
 
repayable on demand.
NOTE 4 – FINANCIAL INSTRUMENTS
4.1
Financial assets measured at fair value through
 
profit or loss
31.12.2024
31.12.2023
(’000 EUR)
(’000 EUR)
Financial assets at fair value through profit or loss
-
Mandatorily at fair value through profit or loss (Fully Funded
 
Swaps)
49 117 912
51 118 092
-
Trading derivatives (Options)
77 950
57 316
Total
49 195 862
 
51 175 408
As at 31 December
 
2024, financial assets
 
mandatorily at fair value through
 
profit or loss (Fully
 
Funded Swaps) amount
to KEUR
 
49 117 912
 
(31 December 2023: KEUR
 
51 118 092)
 
and replicate
 
all the Notes issued
 
by the Company (see
Note 4.2). Differences between the fair value of Fully Funded Swaps and Notes arise due to
 
late settlements.
As at 31
 
December 2024,
 
Trading derivatives (Options) amount
 
to KEUR 77
 
950 (31 December 2023:
 
KEUR 57 316)
 
and
replicate all
 
the Warrants
 
issued by the Company
 
(see Note 4.2).
 
Differences between
 
the fair value
 
of Options and
Warrants arise due to late settlements.
As at 31
 
December 2024,
 
the impact
 
of the
 
offsetting of financial
 
assets and
 
financial liabilities
 
(decrease in
 
the balance
sheet) is
 
KEUR 36
 
453 866
 
for
 
the non-sold
 
Notes and
 
the corresponding
 
Fully Funded
 
Swaps (31 December
 
2023:
KEUR 27 385 976)
 
and KEUR 5 492
 
093 for the non-sold
 
Warrants and the corresponding Options
 
(31 December 2023:
KEUR 4 020 277)
 
(see Note 4.2).
Please also see Note 15.6.3 for the disclosure of the
 
fair value hierarchy.
The movements in financial assets
 
at fair value through profit or loss were as follows:
(‘000 EUR)
Mandatorily at
fair value through
profit or loss
 
(‘000 EUR)
Trading
derivatives
(‘000 EUR)
Total
As at 1 January 2024
51 118 092
57 316
51 175 408
Acquisition
19 105 860
52 253
19 158 113
Maturity/Disposal/Liquidation/Cancellation
(19 275 209)
(25 816)
(19 301 025)
Change in fair value and foreign exchange difference
(1 830 831)
(5 803)
(1 836 634)
As at 31 December 2024
49 117 912
77 950
49 195 862
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
34
(‘000 EUR)
Mandatorily at
fair value through
profit or loss
 
(‘000 EUR)
Trading
derivatives
(‘000 EUR)
Total
As at 1 January 2023
38 757 924
1 025 209
39 783 133
Acquisition
40 748 369
552 880
41 301 249
Maturity/Disposal/Liquidation/Cancellation
(33 790 350)
(1 230 337)
(35 020 687)
Change in fair value and foreign exchange difference
5 402 149
(290 436)
 
5 111 713
As at 31 December 2023
51 118 092
57 316
51 175 408
4.2
Financial liabilities measured at fair value through profit or loss
 
31.12.2024
31.12.2023
(’000 EUR)
(’000 EUR)
Financial liabilities at fair value through profit or loss
-
Mandatorily at fair value through profit or loss (Notes)
49 120 262
51 112 066
-
Trading derivatives (Warrants)
76 896
57 148
Total
49 197 158
 
51 169 214
As at 31 December 2024, the Company has
 
issued secured and unsecured Notes for a total amount of
KEUR 49 120 262 (31 December 2023:
 
KEUR 51 112 066):
24 334 unsecured Notes were issued (stock) for a total amount of KEUR 43 580
 
459
 
(31 December 2023: 22 973
unsecured Notes were issued (stock) for a total amount of KEUR 45 246 924);
1 030 secured Notes were issued (stock) for a total amount of KEUR 5 539 803 (31
 
December 2023: 426 secured
Notes were issued (stock) for a total amount of KEUR 5 865 142).
In
 
addition
 
to
 
the
 
guarantee
 
on
 
first
 
demand
 
granted
 
by
 
Société
 
Générale
 
on
 
unsecured
 
and
 
secured
 
Notes,
subscribers of
 
the secured
 
Notes issued
 
by the
 
Company benefit
 
from additional
 
collateral assets
 
securing the
 
payment
due under
 
the Notes
 
terms, structured in
 
form of
 
a pledge governed
 
by Luxembourg
 
Law. This
 
pledge may only
 
be
enforced following a default of the Company or Société Générale in its role of Guarantor.
Pledged collateral assets are deposited on an
 
account held in the name
 
of the Company with an authorised
 
custodian
not belonging to the Société Générale Group and are pledged in favour of the
 
Notes holders.
As
 
at
 
31
 
December
 
2024,
 
securities
 
deposited
 
at
 
The
 
Bank
 
of
 
New
 
York
 
Mellon
 
S.A./NV,
 
Luxembourg
 
Branch
 
as
collateral for secured issuances amount to KEUR 7 251 220 (31 December
 
2023: KEUR 5 865 142).
As
 
at
 
31
 
December
 
2024,
 
the
 
Company
 
also
 
issued
 
Warrants
 
for
 
a
 
total
 
amount
 
of
 
KEUR
 
76 896
(31
 
December 2023:
 
KEUR 57
 
148). Refer
 
to Note
 
14 for
 
further details
 
on Off-balance
 
sheet items
 
related
 
to the
Warrants activity.
As at 31
 
December 2024,
 
the impact
 
of the
 
offsetting of financial
 
assets and
 
financial liabilities
 
(decrease in
 
the balance
sheet) is
 
KEUR 36
 
453 847
 
for
 
the non-sold
 
Notes and
 
the corresponding
 
Fully Funded
 
Swaps (31 December
 
2023:
KEUR 27 385 976)
 
and KEUR 5 492
 
093 for the non-sold
 
Warrants and the corresponding
 
Options (31 December
 
2023:
KEUR 4 020 587)
 
(see Note 4.1).
 
Please also see Note 15.6.3 for the disclosure of the
 
fair value hierarchy.
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
35
The movements in financial liabilities at fair value through profit or
 
loss were as follows:
(‘000 EUR)
Designated at fair
value through
profit or loss
 
(‘000 EUR)
Trading
derivatives
 
(‘000 EUR)
Total
As at 1 January 2024
51 112 066
57 148
51 169 214
Acquisition
19 190 860
51 603
19 242 463
Cancelled/Liquidation/Maturity Disposal
(19 269 183)
(25 689)
(19 294 872)
Change in fair value and foreign exchange difference
(1 913 481)
(6 166)
(1 919 647)
As at 31 December 2024
49 120 262
76 896
49 197 158
(‘000 EUR)
Designated at fair
value through
profit or loss
 
(‘000 EUR)
Trading
derivatives
 
(‘000 EUR)
Total
As at 1 January 2023
38 754 129
1 025 105
39 779 234
Acquisition
40 748 369
552 818
41 301 187
Cancelled/Liquidation/Maturity Disposal
(33 364 749)
(1 230 338)
(34 595 087)
Change in fair value and foreign exchange difference
4 974 317
(290 437)
4 683 880
As at 31 December 2023
51 112 066
57 148
51 169 214
4.3
Financial liabilities measured at amortised cost
As at 31
 
December 2024 and 2023, financial liabilities at
 
amortised cost are mainly composed
 
of a convertible bond
of KEUR 48 000, issued by
 
the Company and fully subscribed
 
by Société Générale Luxembourg, with maturity in
 
2025.
Conversion may occur each year.
On this
 
convertible bond, the
 
Company pays
 
to Société
 
Générale Luxembourg
 
both variable interests
 
calculated on
Euribor 3M plus
 
a margin
 
of 0.34%
 
(total rate of
 
3.086%
 
as at
 
31 December 2024)
 
and activity
 
related interests. Activity
related interests means
 
an amount equal to 100% of the activity
 
related profit generated by the Company.
The convertible
 
bond maturity shall
 
be automatically extended
 
by successive periods
 
of one year,
 
unless either the
Issuer or
 
the Holder
 
has exercised
 
its right
 
to terminate
 
the bond
 
on the
 
scheduled maturity
 
date. The
 
conversion
option belongs to the Holder.
Estimation of the fair value of financial liabilities at amortised
 
cost is disclosed in Note 15.6.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
36
NOTE 5 – LOANS AND RECEIVABLES
As at 31 December 2024 and 2023, loans and
 
receivables only consist in deposits with Société Générale Luxembourg,
which represent the reinvestment of the Company’s share capital, reserves and other available funds.
As
 
at
 
31
 
December
 
2024,
 
expected
 
credit
 
losses
 
calculated
 
on
 
loans
 
and
 
receivables
 
in
 
accordance
 
with
 
IFRS
 
9
amounted to EUR 154.
 
The fair values of loans and receivables are presented in the Note 15.6.2.
NOTE 6 – OTHER ASSETS AND OTHER LIABILITIES
As
 
at
 
31
 
December
 
2024
 
and
 
2023,
 
other
 
assets
 
and
 
other
 
liabilities
 
are
 
composed
 
of
 
settlement
 
accounts,
 
as
presented below:
(‘000 EUR)
31.12.2024
(‘000 EUR)
31.12.2023
 
Settlement accounts on securities transactions
123 756
1 926 198
Miscellaneous receivables
169 148
256 035
Total other assets
292 904
2 182 233
(‘000 EUR)
31.12.2024
 
(‘000 EUR)
31.12.2023
 
Settlement accounts on securities transactions
124 095
1 931 937
Deferred income
6 576
5 218
Miscellaneous payables
175 396
258 347
Total other liabilities
306 067
2 195 502
Miscellaneous payables and
 
receivables mainly consist of premium
 
payables on Warrants and receivables on
 
financial
instruments
 
replicating
 
the
 
Warrants
 
issued.
 
The
 
variance
 
is
 
linked
 
to
 
the
 
activity
 
of
 
the
 
Company
 
and
 
the
 
early
settlement of some balances compared to prior year.
NOTE 7 – TAXATION
The Company is liable for all taxes applicable to Luxembourg commercial companies.
Since 2007, the Company has been part of
 
a tax integration group led by SG Luxembourg, as authorised by the article
164
 
bis
 
LIR
 
and
 
has
 
concluded
 
a
 
Tax
 
Sharing
 
Agreement
 
(the
 
“Agreement”)
 
with
 
SG
 
Luxembourg.
 
Under
 
the
Agreement, the
 
Company pays
 
to SG
 
Luxembourg, with
 
respect to
 
each financial
 
year,
 
an amount
 
equal to
 
the tax
which would be levied on the profits of the Company
 
in the absence of any tax consolidation with the Parent.
The effective
 
tax rate
 
of current
 
tax applied as
 
of 31 December
 
2024 is 24.94
 
% (31 December
 
2023: 25.08 %).
 
The
current tax rate includes the corporate tax and the municipal tax.
For the year ended 31 December 2024, tax expenses amount to
 
KEUR 87 (31 December 2023: KEUR 16).
No deferred tax are existing for the Company.
The Company belongs to
 
a group that is within
 
the scope of
 
the EU/OECD Pillar
 
Two model rules. Pillar Two legislation
was enacted
 
in Luxembourg,
 
the jurisdiction in
 
which the
 
company is
 
incorporated, which
 
has come
 
into effect
 
for
fiscal years starting on or after 31 December 2023.
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
37
Under the legislation, the Company is liable to pay a top-up tax for the difference between its Pillar Two effective tax
rate per jurisdiction and the 15% minimum tax rate.
 
The
 
Company
 
performed
 
an
 
impact
 
assessment
 
of
 
the
 
OECD
 
(Organisation
 
for
 
Economic
 
Co-operation
 
and
Development) transitional safe harbour rules and the full Pillar Two rules. The Company concluded that it should not
be subject to top-up tax for the current year.
NOTE 8 – SHAREHOLDERS’ EQUITY
8.1
Share capital and share premium
On 30 November 2020, 100 shares
 
were sold by SG Luxembourg to Société Générale
 
for a total amount of EUR 4 000.
SG Luxembourg still
 
held 49 907 shares
 
amounting to EUR 1
 
996 280 for
 
which it waived its
 
entire voting rights
 
and
right
 
to
 
dividends. After
 
this
 
transaction,
 
the subscribed
 
and fully
 
paid share
 
capital
 
amounted
 
to EUR
 
2 000
 
280,
divided into 50 007 shares with nominal value of
 
EUR 40 each. No other restrictions are attached to the shares.
By resolution adopted on 15 January 2024, the Executive Board decided to increase the capital of the Company from
EUR
 
2,000
 
400
 
to
 
EUR
 
2,000
 
440
 
by
 
the
 
issue
 
of
 
a
 
new
 
share
 
with
 
a
 
nominal
 
value
 
of
 
EUR 40,
 
subscribed
 
by
 
SG Luxembourg.
In
 
the
 
context
 
of
 
the
 
capital
 
increase,
 
the
 
2023
 
activity
 
related
 
interests
 
amounting
 
to
 
KEUR
 
34,361
 
have
 
been
allocated to the Share premium. It was then paid to the shareholders in June
 
2024.
As at 31 December 2024, the subscribed
 
and fully paid share capital
 
is EUR 2 000 440, divided
 
into 50 011 shares with
nominal value of EUR 40 each.
 
The Company manages its capital to ensure it will be able to continue as a
 
going concern. The capital amount may be
increased, subject to the approval of the Shareholders, if the Company’s activity evolves, incurring
 
specific additional
risks.
8.2
Reserves
8.2.1
Legal reserve
In accordance with the
 
Luxembourg law, the Company is required to allocate
 
a minimum of
 
5% of its annual
 
net profit
to a Legal reserve until this reserve equals 10% of the subscribed
 
share capital. This reserve may not be distributed.
As at 31 December 2024 and 2023, the
 
legal reserve amounts to KEUR 200 (31 December
 
2023: KEUR 200).
8.2.2
Other reserves
Since 2013, the Company is fiscally integrated in its parent company Société Générale Luxembourg. Société Générale
Luxembourg constitutes
 
the Net Wealth
 
Tax
 
reserve for
 
the Company.
 
As a consequence,
 
no additional Net Wealth
Tax reserve has been constituted by the Company since 2013.
During the first half of 2024, a dividend of KEUR
 
15 has been paid (31 December
 
2023: KEUR 375).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
38
NOTE 9 – INTEREST INCOME AND EXPENSES
(‘000 EUR)
31.12.2024
 
 
(‘000 EUR)
31.12.2023
 
Interest income on cash and cash equivalents
1 478
940
Interest income on loans and receivables
2 018
1 745
Total
 
interest income
3 496
2 685
Interest expenses on financial liabilities at amortized cost (note 4.3)
(29 041)
(36 063)
Interest expenses on financial liabilities at fair value
(698)
(321)
Total
 
interest expenses
(29 739)
(36 384)
Net interest margin
(26 243)
(33 699)
NOTE 10 – COMMISSION INCOME
 
Commission income can be broken down as follows:
(‘000 EUR)
31.12.2024
 
(‘000 EUR)
31.12.2023
 
Issuing upfront fees on Notes
36 725
42 133
Servicing fees on Notes
5 515
5 089
Commission on Warrants
710
709
Commission income
 
42 950
 
47 931
As
 
at
 
31
 
December
 
2024,
 
KEUR
 
6
 
576
 
are
 
retained
 
as
 
deferred
 
income
 
under
 
the
 
caption
 
“other
 
liabilities”
(2023: KEUR 5 218)
 
(cf. Note 6).
NOTE 11 – NET RESULT
 
FROM FINANCIAL INSTRUMENTS AT
 
FAIR VALUE
 
THROUGH PROFIT OR
LOSS
Net result from financial instruments at fair value through profit or loss can be broken down as follows:
(‘000 EUR)
31.12.2024
 
(‘000 EUR)
31.12.2023
 
Net gain on financial assets held for trading
23 356 786
26 984 339
Net gain on financial assets at fair value option
12 569 826
9 930 605
Net loss on financial liabilities held for trading
(23 355 568)
(26 983 187)
Net loss on financial liabilities at fair value option
(12 570 781)
(9 932 092)
Total
263
(335)
NOTE 12 – PERSONNEL EXPENSES
 
(‘000 EUR)
31.12.2024
 
 
(‘000 EUR)
31.12.2023
 
Wages and salaries
(218)
(252)
Social charges and associated costs
(19)
(26)
Pension related costs
(19)
(25)
Total
(256)
(303)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
39
The Company had 3 full-time equivalents during
 
the year ended 31 December 2024 (2023:
 
3).
 
The annual cost
 
of pension is
 
calculated and invoiced
 
by Société
 
Générale Luxembourg, based
 
on SG Luxembourg’s
group total cost of pensions and according to the number of
 
the Company’s full time equivalent employees.
 
NOTE 13 – OTHER OPERATING
 
EXPENSES
 
(‘000 EUR)
31.12.2024
 
 
(‘000 EUR)
31.12.2023
 
Issuance fees
(12 620)
(11 109)
Other operating charges
(3 773)
(2 454)
Total
(16 393)
(13 563)
Issuance fees mainly consist
 
of listing fees, collateral monitoring
 
agent fees, maintenance of
 
registers fees and trading
fees.
 
Other operating charges are
 
mainly composed of
 
operating costs related
 
to the Company
 
(including audit
 
fees) as well
as activities outsourced to Société Générale S.A. and
 
Société Générale Luxembourg.
Remuneration of the Réviseur d’entreprises agréé
The fees paid by the Company to its Réviseur d’Entreprises Agréé were as follows:
 
(‘000 EUR)
31.12.2024
 
 
(‘000 EUR)
31.12.2023
 
Statutory audit of the financial statements
226
194
Other assurance services
40
39
Total
 
266
233
Other assurance services for the year consists of a limited
 
review as of 30 June.
NOTE 14 – OFF-BALANCE SHEET
As at 31 December 2024,
 
financial instruments to be
 
issued (commitment taken before 31 December
 
2024 with value
date after 31 December 2024) amount to KEUR 8 583 451
 
(31 December 2023: KEUR 4 721
 
740).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
40
Warrants issuance summary
The Warrants issued as at 31 December 2024 and 2023 break down
 
as follows:
31 December 2024
31 December 2023
Warrant Type
Category of
Underlying
Type of Underlying
Option
Type
Quantity
Notional
(‘000 EUR)
Fair Value
(‘000 EUR)
Quantity
Notional
(‘000 EUR)
Fair Value
(‘000 EUR)
Currency Warrant
Currency
Currency
 
Call
42
317 609
-
Put
47
271 723
-
Equity Warrant
Equity
Ordinary Share
Call
136
1 891 844
13 188
522
9 474 493
11 691
Put
1 441
35 156 224
55 957
250
2 437 384
3 412
REIT
Call
1
31 976
2
-
-
-
Fund
Mutual Fund
Call
3
74 598
298
2
102 479
-
Put
3
40 044
5 991
1
30 883
Funds
Fund
Fund
Call
-
-
9
37 467
5 006
Mutual Fund
Call
-
-
2
22 274
413
Equity
Ordinary Share
Call
-
-
63
549 667
2 538
Put
-
-
51
430 787
719
Index Warrant
Equity
Call
-
-
1
-
-
Fund
Fund
Call
-
-
1
-
-
Index
Index
Call
128
4 815 156
1 078
365
11 165 363
27 313
Put
12
318 210
381
337
13 234 333
6 054
Fund Warrant
Fund
Mutual Fund
Call
-
-
-
Put
-
-
-
Fund
Call
1
-
-
Total Call
268
6 813 574
14 566
1 008
21 669 353
46 963
Total Put
1 456
35 514 478
62 330
686
16 405 110
10 185
Total Warrants
1 724
42 328 052
76 896
1 694
38 074 463
57 148
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
41
NOTE 15 – RISK MANAGEMENT
The Company and several
 
of its service providers are subsidiaries of the
 
Société Générale Group and therefore
benefit from Société Générale’s internal control systems.
15.1
 
Market risk
Market risk is
 
the risk
 
that changes
 
in market
 
prices, such
 
as interest rates,
 
securities prices,
 
and foreign
 
exchange
rates
 
will
 
affect
 
the
 
Company’s
 
income
 
or the
 
value
 
of
 
its
 
holding of
 
financial instruments.
 
The
 
objective
 
of
market risk management is to manage and control market risk exposures within acceptable parameters.
 
The Company issues
 
Notes and
 
Warrants. The Notes
 
are systematically mirrored with
 
FFS concluded
 
with Société
Générale, with strictly identical characteristics. In the same
 
way, the Warrants
 
issued are mirrored with Options
concluded with Société Générale, with strictly identical
 
characteristics.
 
The risks associated with
 
the investment in the
 
Notes and Warrants depend
 
on several factors. Such factors vary
depending on the characteristics
 
of the Notes and
 
Warrants issued, in
 
particular depending on the underlying,
the maturity of the Notes,
 
the Secured / Unsecured
 
status of the Notes, the
 
interest rates incurred, the volatility
of the underlying, etc..
The main risks
 
in relation to investments
 
in Notes and
 
Warrants issued by
 
the Company are
 
described in
 
the Base
Prospectus under the section “Risk Factor“.
 
Because
 
of
 
its
 
structure
 
(perfect
 
match
 
between
 
the
 
assets and
 
the
 
liabilities), the
 
impact
 
of
 
an
 
immediate
change of a market parameter would have no consequence on the net profit of the Company.
The
 
Company
 
is
 
also
 
exposed
 
to
 
structural
 
interest
 
rate
 
risk,
 
namely
 
through
 
the
 
following
 
transactions:
reinvestment of available equity by participating interests or loans to the Company’s treasury (SG Luxembourg)
with hedged interest
 
rate risk. The
 
structural interest rate
 
risk is monitored
 
via the sensitivity of the
 
economic
value of the positions measured through modified
 
duration.
Modified
 
duration
 
is
 
calculated
 
based
 
on
 
the
 
change
 
in
 
the
 
net
 
present
 
value
 
of
 
positions
 
subsequent
 
to
 
a
 
1% change in the rate curve. Exposure monitoring is based on the determination of modified duration over the
short (up to one year), medium (one to five years) and long
 
(more than five years) term.
Climate and ESG matters have been considered in the fair value of the financial instruments.
 
These are deemed
to have a minor impact.
15.2
 
Foreign currency risk
Foreign currency risk can only arise on financial instruments that are denominated in a currency other than the
functional
 
currency
 
in
 
which
 
they
 
are
 
measured.
 
Translation-related
 
risks
 
are
 
therefore
 
not
 
included
 
in
 
the
assessment of the Company’s exposure to currency risks.
Because
 
of
 
its
 
structure
 
(perfect
 
match
 
between
 
the
 
assets and
 
the
 
liabilities), the
 
impact
 
of
 
an
 
immediate
change of a foreign exchange rates would have no consequence on the net profit of the Company.
Following explanation above, foreign currency risk is strictly limited.
Process of control allows to monitor it
 
closely and to confirm that exposure
 
of the entity to foreign currency
 
risk
remains in a very conservative limit.
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
42
15.3
 
Credit risk
Credit risk is the risk that a third party will not
 
be able to meet its contractual obligation.
 
The Company
 
only contracts
 
financial instruments with
 
SG Luxembourg
 
and Société
 
Générale. Therefore,
 
the
credit
 
risk of
 
the
 
Company is
 
limited
 
to
 
the credit
 
risk
 
on SG
 
Luxembourg
 
and Société
 
Générale.
 
Should this
situation evolve, specific limits would be proposed to limit the credit
 
risk incurred.
As at
 
31 December 2024
 
and 2023,
 
no financial assets
 
were past
 
due nor
 
impaired. No
 
Estimated
 
Credit Loss
(ECL) was booked for financial assets.
All
 
the Notes
 
and
 
Warrants
 
issued by
 
the Company
 
benefit from
 
a
 
guarantee
 
provided by
 
Société Générale,
meaning that payments
 
in respect of
 
the instruments
 
issued by
 
the Company are
 
unconditionally and
 
irrevocably
guaranteed by Société Générale (the Guarantor).
As at 31 December 2024, the
 
rating of Société Générale is: A- from Fitch
 
Ratings, A from R&I, A from Standard
 
&
Poor’s and A1 from Moody’s.
15.4
 
Interest rate risk
Interest rate risk is the
 
risk that changes
 
in market interest rates may adversely affect the
 
value of the assets
 
and
liabilities of the Company.
 
Due
 
to
 
the
 
financial
 
instruments
 
contracted
 
by
 
the
 
Company
 
with
 
Société
 
Générale
 
to
 
mirror
 
the
 
financial
instruments issued, the Company is not significantly
 
exposed to interest rate risk.
 
15.5
 
Liquidity risk
Liquidity risk is
 
the risk that
 
the Company may
 
be unable to
 
meet the payment
 
obligations associated with
 
its
financial liabilities when they fall due.
The Company does not face any material liquidity
 
risk thanks to the perfect replication between the
 
contractual
obligations of:
The financial instruments issued by the Company;
 
and
 
The financial assets replicating the financial instruments
 
issued by the Company.
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
43
Analysis per remaining contractual
 
maturities
As at 31 December 2024, analysis per
 
remaining contractual maturities is as follows:
31.12.2024
 
- EUR' 000
< 3
months
From 3
months to 1
year
From 1 to 5
years
> 5 years
Total
Cash and cash equivalents
 
63 575
63 575
Financial assets at fair value through
profit or loss
 
-
Mandatorily at fair value
through profit or loss
 
4 502 308
7 413 592
17 609 084
19 592 928
49 117 912
-
Trading derivatives
 
17 036
32 857
27 897
160
77 950
Loans and receivables
 
48 026
200
800
1 000
50 026
Financial liabilities at amortised
 
cost
69 550
27 071
96 621
Financial liabilities at fair value
through profit or loss
 
-
Designated at fair value
through profit or loss
 
4 410 064
7 413 257
17 618 922
19 678 019
49 120 262
-
Trading derivatives
 
16 793
33 124
26 979
0
76 896
As at 31 December 2023
 
analysis per remaining contractual maturities is as follows:
31.12.2023 - EUR' 000
< 3
months
From 3
months to 1
year
From 1 to 5
years
> 5 years
Total
Cash and cash equivalents
 
42 010
-
-
-
42 010
Financial assets at fair value through
profit or loss
 
-
Mandatorily at fair value
through profit or loss
4 125 291
6 937 558
19 617 291
20 437 952
51 118 092
-
Trading derivatives
 
7 210
25 313
24 793
-
57 316
Loans and receivables
 
48 035
200
800
1 000
50 035
Other assets
2 182 233
-
-
-
2 182 233
Financial liabilities at amortised
 
cost
331
82 410
-
-
82 741
Financial liabilities at fair value
through profit or loss
 
-
Designated at fair value
through profit or loss
4 129 857
6 936 107
19 615 243
20 430 859
51 112 066
-
Trading derivatives
 
6 902
25 246
25 000
-
57 148
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
44
15.6
 
Fair Value
 
measurement
 
According to the fair value hierarchy established by IFRS 13, Level 3 (L3)
 
comprises products valued using inputs
that are not based on observable market data (referred to as unobservable inputs).
 
For
 
these products,
 
fair value
 
is
 
determined using
 
models based
 
on valuation
 
techniques commonly
 
used by
market
 
participants to
 
measure
 
financial instruments,
 
such as
 
discounted
 
future cash
 
flows for
 
Notes
 
or the
 
Black
 
&
 
Scholes
 
formula
 
for
 
certain
 
options
 
and
 
using
 
valuation
 
parameters
 
that
 
reflect
 
current
 
market
conditions as at the
 
statement of financial
 
position date. These
 
valuation models are validated
 
independently by
the experts from the Market Risk Department of the Group’s Risk Division.
 
Furthermore, the parameters
 
used in
 
the valuation
 
models, whether derived
 
from observable market
 
data or
not, are checked by the Finance Division of Société Générale, in accordance with the methodologies defined by
the Market Risk Department.
The
 
Notes
 
and
 
the
 
related
 
FFS
 
are
 
classified
 
as
 
Level
 
3
 
when
 
the
 
valuation
 
of
 
the
 
associated
 
embedded
derivatives (underlying of the Notes) is also based
 
on unobservable market data.
 
On each
 
element of
 
an identified list
 
of unobservable parameters,
 
it comes
 
to determining
 
the uncertainty
 
of
marking, and cross sensitivities with this
 
uncertainty for a confidence interval of the value of the positions.
 
In parallel, marking the levels of each of these
 
parameters is collected and reported in the Note.
 
The
 
methods
 
for
 
determining
 
the
 
level
 
of
 
uncertainty,
 
as
 
well
 
as
 
calculating
 
the
 
confidence
 
interval
 
from
sensibilities depend on each parameter.
 
Transfers
 
from Level 2 to Level
 
3 are determined at the
 
end of each month and occur in
 
case of a modification
within a parameter (e.g. no longer linked to the deal, modification
 
of the observability rule of the parameter).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
45
15.6.1
 
Estimates
 
of
 
Level
 
3
 
instruments
 
and
 
other
 
most
 
significant
 
unobservable
 
inputs
 
as
 
at
 
31 December 2024 (by type of underlying):
Type of
underlying
 
Assets
In
 
million
EUR
Liabilities
In
 
million
EUR
Main products
 
Valuation
techniques used
Significant
unobservable
inputs
Range of
unobservable
inputs Min & Max
Equity /
funds
16 297
16 295
Simple and complex
derivatives on funds,
equities or baskets on
stocks
Various option
models on funds,
equities or baskets
on stocks
Equity volatilities
[3% ; 166%]
Equity dividends
[0.0% ; 11.0%]
Unobservable
correlations
[-200% ; 200%]
Hedge funds
volatilities
N/A
Mutual funds
volatilities
[1.7% ; 26.8%]
 
Rates and
Forex
 
9 241
9 241
Hybrid forex / interest
rate or credit / interest
rate derivatives
Hybrid forex
interest rate or
credit interest rate
option pricing
models
Correlations
[-60% ; 90%]
Forex derivatives
Forex option
pricing models
Forex volatilities
[1% ; 25%]
Interest rate derivatives
whose notional is
indexed on the
prepayment behavior
on European collateral
pools
Prepayement
modeling
Constant
prepayment rates
[0.0% ; 20.0%]
Inflation instruments
and derivatives
Inflation pricing
models
Inflation/ inflation
correlations
[81% ; 92%]
 
Credit
3 780
3 780
Collateralized Debt
Obligations and index
tranches
Recovery and base
correlation
projection models
Time to default
correlations
[0% ; 100%]
Recovery rate
variance for single
name underlying
[0% ; 100%]
Other credit derivatives
 
Credit default
models
Time to default
correlations
[0% ; 100%]
 
Quanto
correlations
[0% ; 100%]
 
Unobservable
credit spreads
[0bps ; 90.8 bps]
Commodity
-
-
Derivatives on
commodities baskets
Option models on
commodities
Commodities
correlations
0
Total
29 318
29 316
Unobservable inputs add a
 
degree of uncertainty in
 
the valuation of
 
Level 3 instruments.
 
However,
 
by its very
nature, and considering
 
mirror transactions are
 
concluded with
 
Société Générale to
 
mirror the financial
 
liabilities
issued by
 
the Company,
 
the Company has
 
no market
 
risk exposure. The
 
impact of an
 
immediate change in
 
an
unobservable parameter would have no consequence on the net profit or net
 
equity of the Company.
 
Moreover,
 
changes in an unobservable parameter would have
 
by underlying a minor effect on both assets and
liabilities.
Finally,
 
the Company
 
considers that
 
changes in
 
the unobservable parameters
 
would not
 
a material
 
impact on
the profit or loss of the Company considering the
 
mirroring in place for financial instruments (refer to Note 4).
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
46
15.6.2.
 
Carrying amounts and fair values of assets and
 
liabilities not measured at fair value in the statement
of financial position
31.12.2024
 
– EUR’ 000
Carrying amount
Fair value
Cash and cash equivalents
63 575
63 575
Loans and receivables *
50 026
50 094
Other assets
292 904
292 904
31.12.2024
 
– EUR’ 000
Carrying amount
Fair value
Financial liabilities at amortised cost *
96 621
 
96 728
Other liabilities
306 067
306 067
Tax liabilities
87
87
* For
 
Loans and
 
receivables and
 
Financial liabilities
 
at amortised
 
cost, the fair
 
values are
 
calculated by discounting
the expected future cash flows under a EUR risk free curve adjusted with Société Générale Group credit spread
curve (EUR swap curve from Bloomberg and Société Générale credit spread curve provided by Risk department
Paris).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
47
31.12.2023
 
- EUR' 000
Carrying amount
Fair value
Cash and cash equivalents
42 010
42 010
Loans and receivables *
50 035
49 915
Other assets
2 182 233
2 182 233
Total assets
53 449 686
53 449 566
31.12.2023
 
- EUR' 000
Carrying amount
Fair value
Financial liabilities at amortised cost *
82 741
82 744
Other liabilities
2 195 502
2 195 502
Tax liabilities
13
13
Total
 
liabilities
53 447 470
53 447 473
* For
 
Loans and
 
receivables and
 
Financial liabilities
 
at amortised
 
cost, the fair
 
values are
 
calculated by discounting
the expected future cash flows under a EUR risk free curve adjusted with Société Générale Group credit spread
curve (EUR swap curve from Bloomberg and Société Générale credit spread curve provided by Risk department
Paris).
 
Determining fair value is dependent on many factors
 
and can be an estimate of what value may
 
be obtained in
the open market at any point in time.
 
Regarding financial instruments at amortised cost with short term maturity
 
(<1 year), the Company considers
the difference between fair value and carrying amount as non-material.
Regarding other assets and other liabilities, in consideration of their short term nature, the Company considers
the difference between fair value and carrying amount as non-material.
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
48
15.6.3
 
The fair value hierarchy of IFRS 13
As at 31 December
 
2024, the Company determined
 
the fair values of
 
its financial instruments
 
on the basis of
 
the
following hierarchy:
31.12.2024
 
- EUR’ 000
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit
 
or loss
 
 
 
 
 
 
- Mandatorily at fair value through profit
 
or loss
-
19 815 438
29 302 474
49 117 912
 
Commodities instruments
 
-
1 546
0
1 546
 
Credit derivatives/securities
 
-
1 043 704
3 520 322
4 564 026
 
Equity and index securities
 
-
16 721 749
16 287 602
33 009 351
 
Foreign exchange instruments/securities
 
-
346 941
1 714 102
2 061 043
 
Interest rate instruments/securities
 
-
1 545 087
7 527 010
9 072 097
 
Other financial instruments
 
-
156 411
253 438
409 849
 
- Trading derivatives
 
-
62 432
15 518
77 950
 
Equity and Index instruments
 
-
62 134
9 527
71 661
Foreign exchange instruments / securities
-
298
5 991
6 289
 
Financial liabilities at fair value
 
through profit or loss
 
 
- Designated at fair value through profit or loss
-
19 819 729
29 300 533
49 120 262
 
Commodities instruments
 
-
1 546
0
1 546
 
Credit derivatives/securities
 
-
1 043 641
3 520 322
4 563 963
 
Equity and index securities
 
-
16 726 121
16 285 388
33 011 509
 
Foreign exchange instruments/securities
 
-
346 940
1 714 148
2 061 088
 
Interest rate instruments/securities
 
-
1 545 087
7 527 237
9 072 324
 
Other financial instrument
 
-
156 394
253 438
409 832
 
- Trading derivatives
-
61 378
15 518
76 896
 
Equity and Index instruments
 
-
61 080
9 527
70 607
 
Foreign exchange instruments / securities
-
298
5 991
6 289
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
49
As at 31 December
 
2023, the Company determined
 
the fair values of
 
its financial instruments
 
on the basis of
 
the
following hierarchy:
31.12.2023 - EUR’ 000
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit
 
or loss
 
 
 
 
 
 
- Mandatorily at fair value through profit
 
or loss
 
24 163 037
26 955 055
51 118 092
 
Commodities instruments
 
-
5 139
-
5 139
 
Credit derivatives/securities
 
-
1 095 924
3 611 352
4 707 276
 
Equity and index securities
 
-
17 428 536
17 146 422
34 574 958
 
Foreign exchange instruments/securities
 
-
847 056
330 314
1 177 370
 
Interest rate instruments/securities
 
-
4 652 926
5 582 430
10 235 356
 
Other financial instruments
 
-
133 456
284 537
417 993
 
- Trading derivatives
 
39 589
17 727
57 316
 
Equity and Index instruments
 
-
34 167
12 848
47 015
Other financial instruments
 
-
5 422
4 879
10 301
 
Financial liabilities at fair value
 
through profit or loss
 
 
- Designated at fair value through profit or loss
24 163 037
26 949 029
51 112 066
 
Commodities instruments
 
-
5 139
-
5 139
 
Credit derivatives/securities
 
-
1 095 924
3 611 352
4 707 276
 
Equity and index securities
 
-
 
17 427 697
17 140 396
34 568 093
 
Foreign exchange instruments/securities
 
-
 
847 056
330 314
1 177 370
 
Interest rate instruments/securities
 
-
4 652 926
5 582 430
10 235 356
 
Other financial instrument
 
-
134 295
284 537
418 832
 
-Trading derivatives
39 024
18 124
57 148
 
Equity and Index instruments
 
-
38 611
13 118
51 729
Other financial instruments
-
413
5 006
5 419
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
50
The following table describes the variation in Level 3 by financial instruments
 
(in KEUR):
Financial assets at fair value
through profit or loss
Balance at
01.01.2024
Acquisitions
(Issuance)
Change in
fair value
Reimbur-
sements
Transfers
from L2
to L3
Transfers
from L3
to L2
Balance
31.12.2024
Designated at fair value
through P&L
26 955 055
10 659 140
-2 651 637
-3 490 185
707 712
-2 877 611
29 302 474
Equity and index instrument
17 146 422
5 298 314
-2 144 203
-2 579 063
484 522
-1 918 390
16 287 602
Foreign exchange
instruments
330 314
1 356 658
-62 099
-45 268
185 318
-50 822
1 714 101
Interest rate instruments
5 582 430
2 843 962
-56 281
-488 354
21 101
-375 847
7 527 011
Credit derivatives/securities
3 611 352
998 985
-306 088
-292 605
16 771
-508 093
3 520 322
Others financial instruments
284 537
161 221
-82 966
-84 895
-24 459
253 438
Trading derivatives
17 727
-
2 394
-4 546
-
-57
15 518
Equity and index instruments
12 848
-
1 073
-4 337
-
-57
9 527
Foreign exchange instruments
-
-
-
-
-
-
-
Other financial instruments
4 879
-
1 321
-209
-
-
5 991
Financial liabilities at fair
value through profit or loss
Balance at
01.01.2024
Acquisitions
(Issuance)
Change in
fair value
Reimbur-
sements
Transfers
from L2
to L3
Transfers
from L3
to L2
Balance
31.12.2024
Designated at fair value
through P&L
26 949 028
10 663 226
-2 651 637
-3 490 185
707 712
-2 877 611
29 300 533
Equity and index instrument
17 140 396
5 302 126
-2 144 203
-2 579 063
484 522
-1 918 390
16 285 388
Foreign exchange
instruments
330 314
1 356 705
-62 099
-45 268
185 318
-50 822
1 714 148
Interest rate instruments
5 582 429
2 844 189
-56 281
-488 354
21 101
-375 847
7 527 237
Credit derivatives/securities
3 611 352
998 985
-306 088
-292 605
16 771
-508 093
3 520 322
Others financial instruments
284 537
161 221
-82 966
-84 895
-24 459
253 438
Trading derivatives
 
18 124
-
1 997
-4 546
-
-57
15 518
Equity and index
instruments
 
13 118
-
803
-4 337
-
-57
9 527
Foreign exchange
instruments
-
-
-
-
-
-
-
Other financial instruments
5 006
-
1 194
-209
-
-
5 991
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
51
Transfers from Level 3 to Level 2
The consensus data
 
provided by external counterparties
 
are considered observable if
 
the underlying market is
liquid and if the prices provided are
 
confirmed by actual transactions. For high maturities,
 
these consensus data
are not observable. This is the case for the implied volatility used for the valuation of options with
 
maturities of
more than five years. However, when the residual maturity
 
of the instrument falls below
 
five years, its fair value
becomes sensitive to observable parameters.
Transfers
 
from Level 2 to Level 3
Transfers
 
from Level 2 to Level 3 can occur in case of a modification
 
within a parameter (no longer linked to the
deal, modification of the observability rule
 
of the parameter, etc.).
15.7
 
Operational risk
 
Operational risk is
 
the risk of
 
loss or fraud
 
caused by defects
 
or failures in internal
 
procedures or systems, human
error or external
 
events, including IT risk
 
and management risk. Particular
 
attention is paid
 
to compliance risk,
which receives enhanced monitoring.
The Company participates in
 
the effort to strengthen the
 
management and monitoring
 
of operational risk led
 
by
the
 
Société Générale
 
Group. This
 
effort
 
is
 
guided by
 
the Operational
 
Risk
 
Department, which
 
reports to
 
the
Société Générale
 
Group Risk
 
Department, and
 
is relayed
 
by different
 
Group operational
 
risk monitoring
 
units
responsible for implementing the
 
policies and directives issued by the
 
Société Générale Group and monitoring
and controlling operational risks.
The monitoring
 
arrangement mainly
 
relies on
 
four processes
 
supervised by
 
the operational
 
risk departments:
periodic risk and
 
control self-assessment (RCSA),
 
collect of internal data on
 
losses due to operational
 
errors with
exhaustive real-time reporting of incidents, pattern analyses, and permanent
 
control system.
 
These procedures are supplemented by a crisis management unit
 
and a business continuity plan.
 
NOTE 16 – RELATED PARTIES
During
 
the
 
year,
 
the
 
Company entered
 
into
 
transactions with
 
related
 
parties. Those
 
transactions
 
along with
related balances as at 31 December 2024 and
 
2023 are presented below. Related parties are considered to be a
party that has the
 
ability to control the Company
 
or exercise significant influence
 
over the Company in making
financial or operational decisions.
 
The Company has a related party
 
relationship with SG Luxembourg, its
 
parent
company
 
(SG)
 
and
 
with
 
its
 
Executive
 
Board
 
Members,
 
Supervisory Board
 
Members
 
and
 
Executive
 
Officers.
 
As disclosed below
 
in the table,
 
the Company
 
entered into transactions
 
with SG
 
Luxembourg, its parent
 
company
(SG) and other SG Group entities.
The issued Notes are sold to Société Générale as market
 
maker,
 
such Notes being expected to be subscribed
in
fine
by third
 
party investors,
 
either for their
 
own account or
 
via distribution network. Moreover,
 
all Notes are
guaranteed by Société Générale.
 
Also,
 
the Company
 
borrows securities
 
from Société
 
Générale, which
 
serve as
 
collateral for
 
the secured
 
Notes
issued by the Company.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
52
As at 31 December 2024
Société Générale
(Parent Company)
SG
Luxembourg
 
Other SG Group
entities
EUR’ 000
 
 
 
Cash and cash equivalents
57 309
0
 
12
Financial assets at fair value through profit or loss
-
Mandatorily at fair value through profit
 
or loss
49 117 912
-
-
-
Trading derivatives
77 950
 
-
-
Loans and receivables
-
50 026
-
Other assets
292 904
-
-
Total assets
49 546 075
50 026
 
12
 
Financial liabilities at amortised cost
 
262
93 529
-
Financial liabilities at fair value through profit or loss
-
 
Designated at fair value through profit
 
or loss*
140 341
-
312 728
-
Trading derivatives*
36 207
-
-
Other liabilities
302 977
3 090
-
Tax liabilities
-
-
-
Total
 
liabilities
479 787
96 619
312 728
 
Interest income
-
2 018
-
Commission income
42 769
-
-
Total revenues
42 769
2 018
-
Interest expenses
0
(29 041)
-
Personnel expenses
(256)
-
Other operating expenses
(4 205)
(4 953)
-
Total
 
expenses
(4 205)
(34 250)
-
 
Total comprehensive income for the financial year
38 564
(32 232)
-
Financial commitments
8 545 530
-
-
Financial commitments-collateral to be returned
7 251 220
-
-
*
The financial liabilities at fair value through profit or loss appearing on the statement
 
of financial position are the
financial instruments issued by the Company and subscribed
 
by investors, who are not related parties.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
53
As at 31 December 2023
Société Générale
(Parent Company)
SG Luxembourg
 
Other SG Group
entities
EUR’ 000
 
 
 
Cash and cash equivalents
38 451
2 002
704
Financial assets at fair value through profit or loss
-
Mandatorily at fair value through profit
 
or loss
51 118 092
-
-
-
Trading derivatives
57 316
-
-
Loans and receivables
-
50 035
-
Other assets
2 182 232
-
-
Total assets
53 396 091
52 037
704
 
Financial liabilities at amortised cost
 
294 444
84 679
314 875
Financial liabilities at fair value through profit or loss
-
 
- Designated at fair value through
 
profit or loss*
-
-
-
-
 
- Trading derivatives*
-
-
-
Other liabilities
256 240
2 108
-
Tax liabilities
-
-
-
Total
 
liabilities
550 684
86 787
314 875
 
Interest income
-
1 745
-
Commission income
47 931
-
-
Total revenues
47 931
1 745
-
Interest expenses
-
(38 331)
-
Personnel expenses
-
(303)
-
Other operating charges
(1 049)
(5 468)
-
Total
 
expenses
(1 049)
(44 102)
-
 
Total comprehensive income for the financial year
46 882
(42 357)
-
Financial commitments
4 721 740
-
-
-
Financial commitments-collateral to be returned
5 865 142
-
-
*
The financial liabilities
 
at fair
 
value through
 
profit or loss
 
appearing on
 
the statement
 
of financial position
 
are the
financial instruments issued by the Company and subscribed
 
by investors, who are not related parties.
 
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
54
NOTE 17 – REMUNERATION,
 
ADVANCES
 
AND LOANS GRANTED TO MEMBERS OF THE
ADMINISTRATIVE OR SUPERVISORY
 
BODY
The independent director of the Company earned a
 
remuneration of EUR
 
28 000 for his services related to
 
the
year ended 31 December 2024 (31 December
 
2023: EUR 28 000).
As
 
at
 
31
 
December
 
2024
 
and
 
2023,
 
no
 
other
 
payment,
 
advance
 
or
 
loans
 
were
 
given
 
to
 
members
 
of
 
the
administrative or supervisory body.
NOTE 18 – INFORMATION
 
ON LITIGATIONS
During the year ended 31 December 2020, SG Issuer,
 
as the Issuer of Notes linked to the credit
 
risk of a French
corporate,
 
and Société
 
Générale, as
 
the Guarantor,
 
were brought
 
before the
 
Courts of
 
Paris (alongside
 
other
French financial institutions)
 
by end
 
investors to obtain compensation
 
for the financial
 
loss they suffered
 
on their
investment
 
in
 
these
 
securities.
 
The
 
French
 
corporate
 
was
 
the
 
subject
 
of
 
a
 
“safeguard
 
procedure”,
 
which
constitutes a
 
credit event
 
under the terms
 
of the Notes
 
which had a
 
strong impact on
 
the value of
 
the Notes.
These investors rely on unfounded allegations according
 
to which SG Issuer
 
and Société Générale
 
were aware of
the difficulties of
 
the French corporate
 
when setting up
 
and marketing
 
these Notes and
 
that in
 
doing so, they
failed
 
to
 
meet
 
their
 
regulatory
 
obligations
 
(to
 
act
 
in
 
an
 
honest,
 
fair
 
and
 
professional
 
manner,
 
to
 
provide
information on the product risks and to determine the suitability of the Notes
 
for retail investors).
 
On 27 July 2021, the
 
Company received a new letter from end
 
investors in order to obtain compensation for the
financial loss
 
they suffered
 
on their
 
investment in
 
securities issued by
 
the Company.
 
This letter
 
relates to
 
the
same litigation described above.
 
For this litigation, along with
 
any other litigation relating to securities
 
issued by SG Issuer, SG Issuer is
 
entitled to
an indemnification by Société Générale in respect
 
of any sum due by SG
 
Issuer regarding potential damages or
attorneys’
 
fees.
No change on this case compared to 31 December 2023
 
financial statements.
NOTE 19 – CAPITAL
 
MANAGEMENT
In consideration
 
of the information mentioned
 
in the previous notes,
 
the exposure of
 
the Company to various
risks is limited thanks to the mirroring that is in place for the
 
financial instruments.
The Company does not have any loan covenants.
For dividends, please refer to the Note 8.2.2.
NOTE 20 – USE OF DERIVATIVES
The
 
Company uses
 
derivatives to
 
mirror the
 
instruments issued. These
 
derivatives are
 
measured at
 
fair value
through profit or loss.
 
The Company does not apply hedge accounting.
For further details on the derivatives, please refer to Notes 4.1 and 15.
SG Issuer
Notes to the financial statements
As at 31 December 2024
 
55
NOTE 21 - SIGNIFICANT CHANGES IN THE CURRENT PERIOD
There are no
 
significant events in the current period
 
that may have
 
an impact on the financial statements
 
that
would not be included in the preceding notes.
NOTE 22 – SUBSEQUENT EVENTS
Following the
 
decision of
 
the Extraordinary General
 
Meeting of
 
26 March 2025, the Company
 
has changed its
corporate address to 10, Porte de France, L-4360 Esch-sur-Alzette, Luxembourg.
Apart, from
 
the abovementioned
 
item, there
 
was no
 
other subsequent
 
events which
 
could have
 
a significant
impact on the financial information as at 31 December
 
2024.