Bond Générale Société 7.875% ( USF8586CRW49 ) in USD

Générale Société

100 % ⇌

France

USF8586CRW49 ( in USD )

7.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Societe Generale USF8586CRW49 en USD 7.875%, maturity Perpetual

F8586CRW4

BB ( Non-investment grade speculative )

18/06/2025 ( In 40 days )

Société Générale is a major French multinational banking and financial services corporation.

Societe Generale issued a perpetual USD-denominated bond (ISIN: USF8586CRW49, CUSIP: F8586CRW4) currently trading at 100%, offering a 7.875% coupon rate with semi-annual payments and a Standard & Poor's rating of BB.

Issue of U.S.$1,750,000,000 Undated Deeply Subordinated Resettable Interest Rate Notes
Issue price: 100%
The U.S.$1,750,000,000 Undated Deeply Subordinated Resettable Interest Rate Notes (the "Notes") will be issued by Societe Generale (the "Issuer") and will constitute
direct, unsecured and deeply subordinated debt obligations of the Issuer, as described in Condition 5 (Status of the Notes) in "Terms and Conditions of the Notes".
The Notes will bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes"), payable (subject to
cancellation as described below) semi-annually in arrear on June 18 and December 18 in each year (each an "Interest Payment Date"), from (and including) December 18, 2013
(the "Issue Date") to (but excluding) December 18, 2023 (the "First Call Date") at the rate of 7.875 per cent. per annum. The first payment of interest will be made on June 18,
2014 in respect of the period from (and including) the Issue Date to (but excluding) June 18, 2014. The rate of interest will reset on the First Call Date and on each fifth
anniversary thereafter, each a Reset Date (as defined in Condition 2 (Interpretation) in "Terms and Conditions of the 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 Date. See Condition 6 (Interest) in "Terms and Conditions of the Notes". As a result, holders of
Notes ("Holders") may not receive interest on any interest payment date.
The Current Principal Amount of the Notes may be written down if: (i) prior to the CRD Implementation Date, the EBA CT1 ratio is less than 5.125 per cent. and (ii)
from (and including) the CRD Implementation Date, the Issuer's Common Equity Tier 1 capital ratio falls below 5.125 per cent. (all as defined in Condition 2 (Interpretation) in
"Terms and Conditions of the Notes"). Holders may lose some or all of their investment as a result of a Write Down. Following such reduction, the Current Principal Amount
may, at the Issuer's full discretion, be written back up if certain conditions are met. See Condition 7 (Loss Absorption and Return to Financial Health) in "Terms and Conditions
of the Notes".
The Notes have no fixed maturity and Holders do not have the right to call for their redemption. As a result, the Issuer is not required to make any payment of the
principal amount of the Notes at any time prior to its winding-up or administration. The Issuer may, at its option, redeem all, but not some only, of the Notes on the First Call Date
or any Reset Date thereafter at their Redemption Amount (all as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes"). The Issuer 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 (each as defined in
Condition 2 (Interpretation) in "Terms and Conditions of the Notes"). Redemption can be made by the Issuer even if the principal amount of the Notes has been Written Down and
not yet reinstated in full, as described in Condition 7(Loss Absorption and Return to Financial Health). If a Capital Event or a Tax Event has occurred and is continuing, the
Issuer may further substitute all of the Notes or vary the terms of all of the Notes, without the consent or approval of Holders, so that they become or remain Qualifying Notes (as
defined in Condition 8.7 "Substitution and Variation").
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the
purpose of the 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. This Prospectus
constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive. The CSSF assumes no responsibility for the economic and financial soundness of the
transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act dated 10 July 2005 as amended on
July 3, 2012 (the "Luxembourg Act") on prospectuses for securities. Application 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 listed on the Official List of the Luxembourg Stock Exchange with effect from December 18, 2013. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC.
The Notes are expected to be rated Ba3 by Moody's France S.A.S. ("Moody's") and BB by Fitch France S.A.S. ("Fitch") and were rated BB+ by Standard & Poor's
Credit Market Services S.A.S ("S&P") on December 6, 2013. Each of Moody's, Fitch and S&P is established in the European Union ("EU") and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list 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 June 3, 2013). A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
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 circumstances and financial condition. For a discussion of
these risks see "Risk Factors" beginning on page 7.
The Notes will be issued in denominations of U.S.$200,000 and integral multiples of U.S.$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 form
through the facilities of DTC on or about December 18, 2013.
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 jurisdiction
and 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 from, or in 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 to qualified
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 certain 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 Notes or determined that this
Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this Prospectus constitute an offer to sell or 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 qualification 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 deposit insurance
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
J.P. Morgan
Morgan Stanley
SOCIETE GENERALE
Joint-Lead Managers
Banco Bilbao Vizcaya
ING
UniCredit Bank
Argentaria, S.A.
The date of this Prospectus is December 12, 2013

NOTICE TO INVESTORS
This Prospectus should be read and construed together with any documents incorporated by reference
herein (see "Documents Incorporated by Reference").
No person has been authorized by the Issuer or any of J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC, SG Americas Securities, LLC, Banco Bilbao Vizcaya Argentaria, S.A., ING Bank N.V. and UniCredit
Bank AG (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 shall, in any circumstances, create any implication that the information contained in this Prospectus 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 purchase 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 (i) they have been afforded an opportunity to request from
the Issuer and to review, and have received, all additional information considered by them to be necessary to
verify the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to
review all of the documents described herein, (iii) 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 (iv) 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
Societe Generale 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 (the
"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 higher 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

ii

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 over-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
broker-dealer or other affiliates, including SG Americas Securities, LLC. These broker-dealer or other
affiliates also expect to offer and sell previously issued securities of the Issuer as part of their business
and may act as a principal or agent in such transactions, although a secondary market for the Notes
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 Notes
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
Holders of Notes 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.
NOTICE TO U.S. INVESTORS
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor have the
foregoing authorities approved this Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Prospectus. Any representation to the contrary is unlawful.
This Prospectus may be distributed on a confidential basis in the United States 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 originally 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
sellers 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 resell such Notes except as permitted under the Securities Act and applicable 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.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES, OR RSA 421-B, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iii

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 all applicable laws and regulations in force in
each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Prospectus, 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 all 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 potential 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 potential 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 will have on its
overall investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential 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 generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the
resulting effects on the value of the Notes and the impact this investment will have on the potential investor's
overall investment portfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of its
investment in the Notes. A Holder's effective yield on the Notes may be diminished by the tax on that Holder of
its investment in the Notes.

iv

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, principally 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 courts 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.
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 by
law No. 2004-801 of August 6, 2004 and as last modified by law No. 2013-907 of October 11, 2013) can limit
under certain circumstances the possibility of obtaining information in France or from French persons, in
connection with a judicial or administrative U.S. action in a discovery context.
AVAILABLE INFORMATION
While any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) and the Issuer is neither subject to Section 13 or 15(d) of the 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 will make available, upon request, to any Holder of Notes or prospective purchasers of Notes the
information specified in Rule 144A(d)(4) under the Securities Act.

v

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, and 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) and information relating to the Group that is based on the
beliefs of the Issuer's management, as well 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," "will," 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; 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 will prove to have
been correct. 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
materially 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;
adequacy of loss reserves;
changes in interest and exchange rates;
reductions in the cost base or operating expenses;
the inability to hedge certain risks;
trading volatility and other market factors;
future returns on equity;
the Group's indebtedness;
the availability, terms and deployment of capital;
the soundness and conduct of other financial institutions;
counterparty risk;
concentration of risk;
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.

vi

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 all 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
materially 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.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "$",
"U.S.$", "U.S. dollars" and "dollars" are to United States dollars and references to "", "euro" and "euros" are
to the single currency of the Member States of the European Union participating in the third stage of the economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended and
supplemented from time to time. References to a particular "fiscal" year are to the Issuer's fiscal year ended
December 31 of such year. In this Prospectus, references to "U.S." or "United States" are to the United States of
America, its territories and its possessions. References to "France" are to the Republic of France.
In this Prospectus, The "Issuer" refers to Societe Generale. The Issuer and its consolidated subsidiaries
(filiales consolidées) taken as a whole are referred to as the "Group".
The Issuer maintains its financial books and records and prepares its financial statements in accordance
with International Financial Reporting Standards as adopted by the European Union ("IFRS") which differ in
certain important respects from generally accepted accounting principles in the United States ("U.S. GAAP").
The Issuer makes use of the provisions of IAS 39 as adopted by the European Union for applying macro-fair
value hedge accounting (IAS 39 "carve-out"). Unless otherwise indicated, any reference in this Prospectus to
the "Financial Statements" is to the consolidated financial statements, including the notes thereto, of the Issuer
and its consolidated subsidiaries as of and for the years ended December 31, 2012, 2011 and 2010.
The Issuer publishes its consolidated financial statements in euros. See "Exchange Rate and Currency
Information".
In this Prospectus, various figures and percentages have been rounded and, accordingly, may not total.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information. References herein to this "Prospectus" are to this document, including the
documents incorporated by reference.

vii

EXCHANGE RATE AND CURRENCY INFORMATION
The following table sets forth, for the periods indicated, high, low, average and period-end daily
reference exchange rates published by the European Central Bank (the "ECB") expressed in U.S. dollars per
1.00. The rates may differ from the actual rates used in the preparation of the IFRS financial statements and
other financial information appearing in this Prospectus.
On December 11, 2013, the ECB daily reference exchange rate was U.S.$1.3767 = 1.00.

U.S.$ per 1.00

High
Low
Average
Period End

Month

June 2013 .....................................................................................
1.3406
1.3008
1.3189
1.3080
July 2013 .....................................................................................
1.3284
1.2813
1.3080
1.3275
August 2013.................................................................................
1.3392
1.3203
1.3310
1.3235
September 2013 ...........................................................................
1.3545
1.3117
1.3348
1.3505
October 2013 ...............................................................................
1.3805
1.3493
1.3635
1.3641
November 2013 ...........................................................................
1.3611
1.3365
1.3493
1.3611
December 2013 (through December 11) .....................................
1.3767
1.3536
1.3650
1.3767

Nine months ended

September 30, 2012 .....................................................................
1.3454
1.2089
1.2808
1.2930
September 30, 2013 .....................................................................
1.3644
1.2768
1.3171
1.3505

Year

2008 .............................................................................................
1.5990
1.2460
1.4708
1.3917
2009 .............................................................................................
1.5120
1.2555
1.3948
1.4406
2010 .............................................................................................
1.4563
1.1942
1.3257
1.3362
2011 .............................................................................................
1.4882
1.2989
1.3920
1.2939
2012 .............................................................................................
1.3454
1.2089
1.2848
1.3194
Fluctuations in exchange rates that have occurred in the past are not necessarily indicative of fluctuations
in the exchange rates that may occur at any time in the future. No representations are made in this Prospectus
that the euro or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars
or euros, as the case may be, at any particular rate.

viii

TABLE OF CONTENTS

Page
Overview .................................................................................................................................................................... 1
Risk Factors ................................................................................................................................................................ 7
Documents Incorporated by Reference .................................................................................................................... 19
Selected Financial Data ............................................................................................................................................ 25
Use of Proceeds ........................................................................................................................................................ 31
Capitalization ............................................................................................................................................................ 32
The Issuer and the Group .......................................................................................................................................... 33
Governmental Supervision and Regulation of Societe Generale .............................................................................. 34
Terms and Conditions of the Notes .......................................................................................................................... 40
The Global Certificates ............................................................................................................................................. 59
Book-Entry Procedures and Settlement .................................................................................................................... 62
Taxation .................................................................................................................................................................... 65
Benefit Plan Investor Considerations ....................................................................................................................... 70
Plan of Distribution .................................................................................................................................................. 72
Transfer Restrictions................................................................................................................................................. 77
Legal Matters ............................................................................................................................................................ 81
Independent Auditors ............................................................................................................................................... 81
General Information ................................................................................................................................................. 82

ix

OVERVIEW
The following overview does not purport to be complete and is qualified by the remainder of this Prospectus.
Words and expressions defined in "Terms and Conditions of the Notes" below or elsewhere in this Prospectus
shall have the same meanings in this description of key features of the Notes. References to a numbered
"Condition" shall be to the relevant Condition in the Terms and Conditions of the Notes.
Certain Information Regarding the Issuer and the Group
Societe Generale, the Issuer of the Notes, was originally incorporated on May 4, 1864 as a joint-stock
company and authorized as a bank. It is currently registered in France as a French limited liability company
(société anonyme). The Issuer is governed by Articles L. 210-1 et seq. of the French Commercial Code (Code
de commerce) as a French public limited company and by other rules and regulations applicable to credit
institutions and investment service providers.
The Group is organized into three divisions: French Networks, which includes the Group's retail
banking networks in France; International Banking and Financial Services, which includes its international
networks, specialized financial services and insurance; and Global Banking and Investor Solutions, which
includes its corporate and investment banking and private banking, global investment management and services.
The Group is engaged in a broad range of banking and financial services activities, including retail
banking, deposit taking, lending and leasing, asset management, securities brokerage services, investment
banking, capital markets activities and foreign exchange transactions. The Group also holds (for investment)
minority interests in certain industrial and commercial companies. The Group's customers are served by its
extensive network of domestic and international branches, agencies and other offices located in 76 countries as
of September 30, 2013.
This Prospectus contains a brief overview of the Group's principal activities and organizational
structure and selected financial data concerning the Group. For further information on the Group's core
businesses, organizational structure and most recent financial data, please refer to the Group's 2013 Registration
Document and the updates thereto incorporated by reference herein.
Recent Events
Societe Generale entered into a settlement agreement with the European Commission on December 4,
2013 as a result of its industry-wide investigations regarding the Euribor interbank interest rate, pursuant to
which Societe Generale agreed to pay a total amount of 445.9 million. An internal investigation carried out by
Societe Generale for approximately two years in cooperation with the European Commission uncovered some
attempts to manipulate the Euribor rate, which could be construed as a violation of European antitrust rules,
during a limited time period between March 2006 and May 2008 (but mostly between March 2006 and March
2007). The events principally related to inappropriate conduct by an employee of Societe Generale who acted
without the knowledge of his supervisors or the Group's management. The investigations also showed that this
employee was not the initial instigator of these manipulation attempts, and that he mostly only responded to
requests from an operator working at another bank. He left Societe Generale in 2009.The Group has
considerably strengthened its overall controls since 2008. This settlement does not affect the Group's financial
objectives for 2013.

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