Bond Générale Société Anonyme 7.375% ( USF84914CU62 ) in USD

Issuer Générale Société Anonyme
Market price refresh price now   100 %  ▼ 
Country  France
ISIN code  USF84914CU62 ( in USD )
Interest rate 7.375% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond Société Générale S.A USF84914CU62 en USD 7.375%, maturity Perpetual


Minimal amount 200 000 USD
Total amount 1 250 000 000 USD
Cusip F84914CU6
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating N/A
Next Coupon 04/10/2025 ( In 52 days )
Detailed description Société Générale S.A. is a major French multinational banking and financial services corporation.

The Bond issued by Générale Société Anonyme ( France ) , in USD, with the ISIN code USF84914CU62, pays a coupon of 7.375% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Générale Société Anonyme ( France ) , in USD, with the ISIN code USF84914CU62, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.









Issue of USD 1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable
Callable Notes
Issue price: 100.000%
The USD 1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Notes (the "Notes") will be issue d b y So ci é té G én é ra le (th e
"Issuer") and will constitute direct, unconditional, unsecured and deeply subordinated debt obligations of the Issuer, as described in Condition 5 (Status of the Notes) of the
"Terms and Conditions of the Notes".
The Notes will bear interest on their Current Principal Amount (as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes") from
(and including) October 4, 2018 (the "Issue Date") to (but excluding) October 4, 2023 (the "First Call Date") at the rate of 7.375% per annum, payable (subject to interest
cancellation as described below) semi-annually in arrear on April 4 and October 4 in each year (each an "Interest Payment Date"). The first payment of inte r e st o n t he
Notes will be made on April 4, 2019 in respect of the period from (and including) the Issue Date to (but excluding) April 4, 2019. The rate of interest will reset on the Fi rs t
Call Date and on each fifth anniversary thereafter, each a Reset Date (as defined in Condition 2 (Definitions and Interpretation) of the "Terms an d Co ndi ti ons of th e
Notes"). The Issuer may elect, or may be required, to cancel the payment of interest on the Notes (in whole or in part) on any Interest Payment Dat e . S e e Co nd iti on 6
(Interest) of the Terms and Conditions of the Notes. As a result, holders of Notes ("Noteholders") may not receive interest on any Interest Payment Date.
The Current Principal Amount of the Notes will be written down, (a "Write-Down"), if the Issuer's Common Equity Tier 1 c a pi ta l r ati o f al ls b e lo w 5 .1 25% (on a
consolidated basis) (all as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"). Noteholders may lose s ome o r a ll th e ir
investment as a result of a Write-Down. Following such Write Down, the Current Principal Amount may, at the Issuer's full discretion, be written back up (a "Write-Up") if
certain conditions are met. See Condition 7 (Loss Absorption and Return to Financial Health) of the "Terms and Conditions of the Notes".
The Notes have no fixed maturity and Noteholders do not have the right to call for their redemption. As a result, the Issuer is not required to m ak e an y pay m e nt o f t he
principal amount of the Notes at any time prior to its winding -up. The Issuer may, at its option, redeem all, but not some only, of the Notes on the First Call Da te o r a ny
Reset Date thereafter at their Redemption Amount (all as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"). Th e Iss ue r
may also, at its option, redeem all, but not some only, of the Notes at any time at their Redemption Amount upon the occurrence of certain Tax Events or a Capital Event (all
as defined in Condition 2 ( Definitions and Interpretation) of the "Terms and Conditions of the Notes"). Redemption can be made by the Issuer even if the principal amoun t
of the Notes has been Written Down and not yet reinstated in full, as descr ibed in Condition 7 (Loss Absorption and Return to Fina nc i al H e al th) o f t he "Te rm s a nd
Conditions of the Notes". If a Capital Event, an Alignment Event or a Tax Event has occurred and is continuing, the Issuer may further substitute all, but not some only , o f
the Notes or vary the terms of all, but not some only, of the Notes, without the consent or approval of Noteholders, so that, or as long as, they become or remain Quali fy i ng
Notes (as described in Condition 8.7 (Substitution and variation) of the "Terms and Conditions of the Notes").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the p urp os e o f t he
Prospectus Directive (as defined below) and relevant implementing legislation in Luxembourg, for approval of this Prospectus as a prospectus issued in compliance with the
Prospectus Directive and relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of the Notes. Th is Pr os pe c tus
constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EU (as amended) (the "Prospectus Directive"). By approving t hi s P ros pe c tu s, t he CS SF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or th e qua li ty o r s olv e n cy o f t he Is sue r in
accordance with Article 7(7) of the Luxembourg Act dated July 10, 2005 as amended on July 3, 2012 (the "Luxembourg Act") on prospectuses for securities. Applic ati on
has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be l ist e d o n t he
Official List of the Luxembourg Stock Exchange with effect from October 4, 2018. The Luxembourg Stock Exchange's regulated market is a re gu la te d m ar k et fo r t he
purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended.
The Notes are expected to be rated Ba2 by Moody's France S.A.S. ("Moody's") and BB+ by S&P Global Ratings France SAS ("S&P"). Each of M oo dy 's a nd S &P i s
established in the European Union ("EU") and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is include d i n t he li st of
credit rating agencies registered in accordance with the CRA Regulation as of the date of this Prospectus. This list is available on the ESMA website at
www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last updated on May 1, 2018). A rating is not a recommendation to buy, sell or hold securities and m ay
be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Interest amounts payable under the Notes from and including the First Call Date are calculated by reference to the 5-year Mid-Swap Rate (See Condition 6 (Interest) of t he
Terms and Conditions of the Notes) which itself refers to ISDAFIX1, which is provided by ICE Benchmark Administration Limited (the "Administrator"). As at the da te o f
this Prospectus, the Administrator appears on the public register of administrators and benchmarks established and maintained by the European Securitie s a nd Ma rk e ts
Authority ("ESMA") pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmark Regulation").
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their
exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstance s and financial condition. For a discussion of
these risks see "Risk Factors" beginning on page 7.
The Notes will be issued in denominations of USD 200,000 and integral multiples of USD 1,000 in excess thereof. The Notes will be issued in the form of one or more Global
Certificates registered in the name of a nominee for the Depository Trust Company ("DTC"). It is expected that delivery of the Notes will be made only in book-entry f orm
through the facilities of DTC on or about the Issue Date.
The Notes have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdic t ion an d
may not be offered or sold within the United States (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption fr om, o r i n a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only (a) in the United States t o q ual if ie d
institutional buyers as defined in Rule 144A under the Securities Act ("QIBs") in reliance on the exemption from the registration requirements of the Securities Act provided
by Rule 144A under the Securities Act ("Rule 144A") and (b) outside the United States to non-U.S. persons in compliance with Regulation S. For a description of c e rta in
restrictions on resales and transfers, see "Transfer Restrictions".
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Note s or d e te r min e d t hat th is
Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this Prospectus constitute an offer t o s e ll o r a
solicitation of an offer to buy, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualificat io n
under the securities laws of any such jurisdiction.
The Notes are not insured by the Federal Deposit Insurance Corporation or the Bank Insurance Fund or any other U.S. or French governmental or de p osi t i ns ur anc e
agency.
Société Générale (Canada Branch) is listed in Schedule III to the Bank Act (Canada) and is subject to regulation by the Office of the Superintendent of Financial Institutions
(Canada). The Notes will be issued by the Issuer in France and not from its Canadian branch.
Global Coordinator and Structuring Advisor
Société Générale Corporate & Investment Banking
Joint Lead Managers and Bookrunners
BofA Merrill Lynch
Credit Suisse
Morgan Stanley
SOCIETE GENERALE
UBS Investment Bank
Joint Lead Managers
Santander
Standard Chartered Bank
UniCredit Capital Markets
The date of this Prospectus is September 28, 2018





TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ................................................................................................................ iii
ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................... vii
FORWARD-LOOKING STATEMENTS ............................................................................................ ix
EXCHANGE RATE AND CURRENCY INFORMATION ................................................................... xii
OVERVIEW ....................................................................................................................................1
RISK FACTORS ..............................................................................................................................7
DOCUMENTS INCORPORATED BY REFERENCE.......................................................................... 29
USE OF PROCEEDS ...................................................................................................................... 33
SELECTED FINANCIAL DATA...................................................................................................... 34
CAPITALIZATION ........................................................................................................................ 37
THE ISSUER AND THE GROUP ..................................................................................................... 38
GOVERNMENTAL SUPERVISION AND REGULATION ................................................................. 39
TERMS AND CONDITIONS OF THE NOTES .................................................................................. 53
THE GLOBAL CERTIFICATES ...................................................................................................... 77
BOOK-ENTRY PROCEDURES AND SETTLEMENT ........................................................................ 80
TAXATION ................................................................................................................................... 83
BENEFIT PLAN INVESTOR CONSIDERATIONS ............................................................................ 87
PLAN OF DISTRIBUTION ............................................................................................................. 89
TRANSFER RESTRICTIONS .......................................................................................................... 95
LEGAL MATTERS ...................................................................................................................... 100
INDEPENDENT AUDITORS......................................................................................................... 101
GENERAL INFORMATION.......................................................................................................... 102

ii




NOTICE TO INVESTORS
This Prospectus should be read and construed together with any documents incorporated by referenc e herein
(see "Documents Incorporated by Reference").
No person has been authorized by the Issuer or any of Credit Suisse Securities (USA) LLC, Merril Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Santander Investment Securities Inc . , SG
Americas Securities, LLC, Standard Chartered Bank, UBS Securities LLC and UniCredit Capital Markets
LLC (the "Initial Purchasers") to give any information or to make any representation not contained in or not
consistent with this Prospectus or any other information supplied by the Issuer or such other information as is
in the public domain and, if given or made, such information or representation should not be relied upon as
having been authorized by the Issuer or any of the Initial Purchasers.
None of the Initial Purchasers has independently verified the information contained in this Prospectus.
Accordingly, no representation or warranty is made or implied by the Initial Purchasers or any of their
respective affiliates, and neither the Initial Purchasers nor any of their respective affiliates makes any
representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information
contained in this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of the
Notes shal , in any circumstances, create any implication that the information contained in this Prospec tus is
true subsequent to the date hereof or that any other information supplied in connection with the Notes is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to
provide the basis of any credit evaluation or (b) should be considered as a recommendation or a statement of
opinion (or a report on either of those things) by the Issuer, the Initial Purchasers or any of them that any
recipient of this Prospectus or any other information supplied in connection with the Notes should purc hase
any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer.
Prospective investors hereby acknowledge that (a) they have had the opportunity to review al of the
documents described herein, (b) they have not relied on the Initial Purchasers or any person affiliated with the
Initial Purchasers in connection with any investigation of the accuracy of such information or their investment
decision, and (c) no person has been authorized to give any information or to make any representation
concerning the Issuer or the Notes (other than as contained herein and information given by the Issuer's duly
authorized officers and employees, as applicable, in connection with investors' examination of Société
Générale and the terms of the Notes) and, if given or made, any such other information or representation
should not be relied upon as having been authorized by the Issuer or the Initial Purchasers.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Initial Purchasers to inform themselves about and to observe any such restrictions (see "Plan of
Distribution").
In connection with the issue of the Notes, SG Americas Securities, LLC as stabilizing manager (th e
"Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may over allot notes or
effect transactions with a view to supporting the price of the Notes at a level highe r than that which
might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons
acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes
is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the Issue Date and 60 days after the date of the allotment of the Notes. Such stabilizing or ove r-
allotment shall be conducted in accordance with all applicable laws, regulations and rules.
The Issuer expects that the Initial Purchasers for the offering may include one or more of its brok er -
dealer or other affiliates, including SG Americas Securities, LLC. These broker-dealer or other
iii




affiliates also expect to offer and sel previously issued securities of the Issuer as part of the ir business
and may act as a principal or agent in such transactions, although a secondary market for the Note s
cannot be assured. The Issuer or any of its broker-dealer or other affiliates may use this Prospectus in
connection with any of these activities, including for market-making transactions involving the Note s
after their initial sale. It is not possible to predict whether the Notes will trade in a secondary market
or, if they do, whether such market will be liquid or illiquid. The Initial Purchasers, or one or more of
their affiliates, reserve the right to enter, from time to time and at any time, into agreements with one
or more Noteholders to provide a market for the Notes but none of the Initial Purchasers or any of their
affiliates is obligated to do so or to make any market for the Notes.
The Notes are complex financial instruments and are not a suitable or appropriate inve stment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as
amended or replaced from time to time) (the "PI Instrument"). In addition, (i) on January 1, 2018, the
provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and
insurance-based investment products ("PRIIPs") became directly applicable in all European Economic
Area ("EEA") member states and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as
amended) ("MiFID II") was required to be implemented in EEA member states by January 3, 2018.
Together the PI Instrument, PRIIPs and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based
investment products and certain contingent write-down or convertible securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein) including the Regulations.
The Initial Purchasers (and/or their respective affiliates) are required to comply with some or all of the
Regulations. By purchasing, or making or accepting an offer to purchase any Notes (or a be neficial
interest in such Notes) from the Issuer and/or the Initial Purchasers, each investor represents, warrants,
agrees with and undertakes to the Issuer and each of the Initial Purchasers that:
(1)
it is not a retail client in the EEA (as defined in MiFID II);
(2)
whether or not it is subject to the Regulations, it will not:
a.
sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA (as
defined in MiFID II); or
b.
communicate (including the distribution of this Prospectus) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interest
therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case within the
meaning of MiFID II).
In selling or offering the Notes or making or approving communications relating to the Note s
you may not rely on the limited exemptions set out in the PI Instrument; and
(3)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Notes (or any beneficial interests therein), including (without limitation) in accordance with
MiFID II and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Notes (or any
beneficial interests therein) by investors in any relevant jurisdiction.
You further acknowledge that:
iv




(i)
the identified target market for the Notes (for the purposes of the product gove rnance
obligations in MiFID II) is eligible counterparties and professional clients; and
(ii)
no key information document (KID) under PRIIPs has been prepared and therefore
offering or selling the Notes or otherwise making them available to any re tail investor in the
EEA may be unlawful under PRIIPs.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or
making or accepting an offer to purchase, any Notes (or any beneficial interest in such Notes)
from the Issuer and/or the Initial Purchasers, the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both such person as age nt
and its client.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or (i ) a customer within the meaning of Direc tive
2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently, no key information document required by PRIIPs for offering or
sel ing the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or sel ing the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under PRIIPs.
MIFID II product governance / Professional investors and ECPs only target market ­ Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes
taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on
February 5, 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (i ) al channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, sel ing or
recommending the Notes (a distributor) should take into consideration the manufacturer's target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE (THE "SFA") ­ In connection with Section 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations"),
the Issuer has determined the classification of the Notes as "prescribed capital markets products" (as defined
in the CMP Regulations) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notic e
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
NOTICE TO U.S. INVESTORS
This Prospectus may be distributed in the United States only to a limited number of QIBs for informational
use solely in connection with the consideration of the purchase of the Notes being offered hereby. Its use for
any other purpose in the United States is not authorized. It may not be copied or reproduced in whole or in
part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to
whom it is original y submitted.
The Notes may be offered or sold within the United States only to QIBs in transactions exempt from the
registration requirements under the Securities Act. The Issuer and the Initial Purchasers are relying upon
exemptions from registration under the Securities Act for offers and sales of securities which do not involve a
public offering, including Rule 144A under the Securities Act. Prospective investors are hereby notified that
sel ers of the Notes may be relying on the exemption from the provision of Section 5 of the Securities Act
provided by Rule 144A. The Notes are subject to restrictions on transferability and resale. Purchasers of the
Notes may not transfer or resel such Notes except as permitted under the Securities Act and applic able state
securities laws. See "Transfer Restrictions". Prospective investors should thus be aware that they may be
required to bear the financial risks of this investment for an indefinite period of time.
v





The distribution of this Prospectus and the offer and sale of the Notes may, in certain jurisdictions, be
restricted by law. Each purchaser of the Notes must comply with al applicable laws and regulations in forc e
in each jurisdiction in which it purchases, offers or sel s the Notes or possesses or distributes this Prospec t us,
and must obtain any consent, approval or permission required for the purchase, offer or sale by it of the Notes
under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes
purchases, offers or sales. There are restrictions on the offer and sale of the Notes, and the circulation of
documents relating thereto, in certain jurisdictions including the United States, the United Kingdom and
France, and to persons connected therewith. See "Plan of Distribution" and "Transfer Restrictions".
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with al
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Initial Purchasers or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
Each prospective investor in the Notes must determine the suitability of that investment in light of its own
financial circumstances and investment objectives, and only after careful consideration with their financial,
legal, tax and other advisers. In particular, each prospective investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes wil have on its
overal investment portfolio;

have sufficient financial resources and liquidity to bear al of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the prospective
investor's currency;

understand thoroughly the terms and conditions of the Notes; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors general y do not purc hase
complex financial instruments as stand-alone investments. They purchase complex financial instruments to
reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overal
portfolios. A prospective investor should not invest in the Notes unless it has the expertise (either alone or
with a financial adviser) to evaluate how the Notes wil perform under changing conditions, the resulting
effects on the value of the Notes and the impact this investment wil have on the prospective investor's overal
investment portfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of its investment
in the Notes. An investor's effective yield on the Notes may be diminished by the tax on that investor's
investment in the Notes.
vi




ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a société anonyme incorporated under the laws of France. Most of its directors and officers
reside outside the United States, principal y in France. In addition, a large portion of its assets and its
directors' and officers' assets is located outside the United States. As a result, U.S. investors may find it
difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws to:

effect service within the United States upon the Issuer or its directors and officers located outside the
United States;

enforce outside the United States judgments obtained against the Issuer or its directors and officers in
the U.S. courts;

enforce in U.S. courts judgments obtained against the Issuer or its directors and officers in c ourts in
jurisdictions outside the United States; and

enforce against the Issuer or its directors and officers in France, whether in original actions or in
actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S.
federal securities laws.
The United States and France are not parties to a treaty providing for the reciprocal recognition and
enforcement of judgments, other than arbitral awards rendered in civil and commercial matters. Accordingly,
a judgment rendered by any U.S. federal or state court based on civil liability, whether or not predicated solely
upon U.S. federal or state securities laws, would not directly be recognized or enforceable in France.
A party in whose favor such judgment was rendered could initiate enforcement proceedings (exequatur) in
France before the relevant civil court (Tribunal de Grande Instance) that has exclusive jurisdiction over suc h
matter, in accordance with the French Civil Procedure Code (Art. 509 et seq.).
Enforcement in France of such U.S. judgment could be obtained following proper (i.e., non ex parte)
proceedings if such U.S. Judgment is enforceable in the United States and if the French civil court is satisfied
that the following conditions have been met (which conditions, under prevailing French case law, do not
include a review by the French civil court of the merits of the foreign judgment):

such U.S. judgment was rendered by a court having jurisdiction over the matter because the dispute is
clearly connected to the jurisdiction of such court (i.e., there was no international forum shopping),
the choice of the U.S. court was not fraudulent and the French courts did not have exclusive
jurisdiction over the matter;

such U.S. judgment does not contravene French international public policy rules, both pertaining to
the merits and to the procedure of the case, including fair trial rights; and

such U.S. judgment is not tainted with fraud under French law.
In addition to these conditions, it is wel established that only final and binding foreign judicial decisions (i.e.
those having a res judicata effect) can benefit from an exequatur under French law, that such U.S. judgment
should not conflict with a French judgment or a foreign judgment that has become effective in France, and
there are no proceedings pending before French courts at the time enforcement of the U.S. judgment is sought
and having the same or similar subject matter as such U.S. judgment.
If the French civil court is satisfied that such conditions are met, the U.S. judgment wil benefit from the res
judicata effect as of the date of the decision of the French civil court and wil thus be declared enforc eable in
France. However, the decision granting the exequatur is subject to appeal.
In addition, actions in the United States under U.S. federal securities laws could be affected under certain
circumstances by the French law No. 68-678 of July 26, 1968, as modified by law No. 80-538 of July 16,
1980 (relating to communication of documents and information of an economic, commercial, industrial,
financial or technical nature to foreign natural or legal persons), which may preclude or restrict the obtaining
of evidence in France or from French persons in connection with these actions. Similarly, French data
protection rules (law No. 78-17 of January 6, 1978 on data processing, data files and individual liberties, as
modified from time to time) can limit under certain circumstances the possibility of obtaining information in
vii




France or from French persons, in connection with a judicial or administrative U.S. action in a disc overy
context.
AVAILABLE INFORMATION
While any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and the Issuer is neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3 -
2(b) under the Exchange Act, the Issuer wil make available, upon request, to any Noteholder or prospec tive
purchasers of Notes the information specified in Rule 144A(d)(4) under the Securities Act.
viii




FORWARD-LOOKING STATEMENTS
This Prospectus (including the documents incorporated by reference herein or therein) contains certain
forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of
1995, but, for the avoidance of doubt, not within the meaning of Commission Regulation (EC) No 809/2004
of April 29, 2004 implementing Directive 2003/71/EC, as amended) and information relating to the Group (as
defined below) that is based on the beliefs of the Issuer's management, as wel as assumptions made by and
information currently available to its management.
When used in this Prospectus (including the documents incorporated by reference herein or therein), the
words "estimate", "project", "believe", "anticipate", "plan", "should", "intend", "expect", "wil " and similar
expressions are intended to identify forward-looking statements.
Examples of such forward-looking statements include, but are not limited to:

statements of the Issuer or of its management's plans, objectives or goals for future operations;

statements of the Group's future economic performance;

statements regarding the implementation of the Group's announced strategic and financial plan and
any targets or responses relating thereto; and

statements of assumptions underlying such statements.
Although the Issuer believes that expectations reflected in its forward-looking statements are reasonable as of
the date of this Prospectus, there can be no assurance that such expectations wil prove to have been c orrec t .
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may
cause the Group's actual results, performance or achievements or industry results to be material y different
from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these
forward-looking statements. These factors include, among others, the following:

general economic and business conditions;

the effects of, and changes in, laws and regulations;

regional market exposures, including to the Group's home market;

the effects of operating in highly competitive industries;

reputational risk;

access to financing and liquidity;

reduced liquidity in the financial markets;

trading volatility;

changes in interest and exchange rates;

regulatory risks;

counterparty risk and concentration of risk;

the soundness and conduct of other financial institutions;

the inability to hedge certain risks;

adequacy of loss reserves;

reliance on assumptions and estimations;

litigation risks;
ix





the inability to effectively integrate acquisition targets;

the ability of the Group's risk management system to identify and/or anticipate risks;

operational risks, including failure or breach of technology systems;

catastrophic events or terrorist attacks;

reductions in brokerage fees or other commission income;

the inability to attract or retain qualified employees and risks related to compensation regulations;

the inability of the Group to realize the objectives in its strategic and financial plan;

various other factors referenced in this Prospectus (including in the section entitled "Risk Factors",
beginning on page 7); and

the Group's success in adequately identifying and managing the risks of the foregoing.
In particular, this Prospectus includes certain forward-looking statements relating to the Group's financial
targets, notably with respect to its 2020 strategic and financial plan, as announced on November 27, 2017 (the
"2020 Strategic and Financial Plan"). These financial targets are based upon a number of general and
specific assumptions, including expectations as to the competitive and regulatory environment and the
continued application of existing prudential regulations, which are subject to significant business, operational,
economic, regulatory and other risks, including the materialization of one or more of the risk factors described
in the section "Risk Factors" of this Prospectus, many of which are outside of the Group's control. In
addition, these targets were prepared on the basis of existing accounting principles and methods under IFRS,
and do not take into account changes in accounting standards that have, wil or may come into effect (such as,
for example, the potential impacts from the application of IFRS 9 since January 1, 2018). The Group may be
unable to anticipate al the risks, uncertainties or other factors likely to affect its business and to appraise their
potential consequences, or to evaluate the extent to which the occurrence of a risk or a combination of risks
could cause actual results to differ material y from the Group's targets and objectives. Although the Issuer
believes that these statements are based on reasonable assumptions, these forward-looking statements are
subject to numerous risks and uncertainties, including matters not yet known to it or its management or not
currently considered material, and there can be no assurance that anticipated events wil occur or that the
objectives set out wil actual y be achieved. Such forward looking statements do not constitute profit forecasts
or estimates under Regulation (EC) 809/2004, as amended. Accordingly, in making any investment decision,
investors should not rely on such forward-looking statements as forecasts or estimates by the Issuer and
should carefully consider the risks described in this Prospectus in the section entitled "Risk Factors" for a
description of some of the factors that may impact the Group's ability to realize its financial targets. The
Issuer does not undertake any obligation to update or revise the information in the 2020 Strategic and
Financial Plan as a result of new information, future events or otherwise.
The risks described above and in this Prospectus, are not the only risks an investor should consider. New risk
factors emerge from time to time and the Issuer cannot predict al such risk factors that may affect its business
or the extent to which any factor, or combination of factors, may cause actual results to differ material y from
those contained in any forward-looking statements. Given these risks and uncertainties, investors should not
place any undue reliance on forward-looking statements as a prediction of actual results. The Issuer
undertakes no obligation to update the forward-looking statements contained in this Prospectus, or any other
forward-looking statement it may make.


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