Obbligazione Générale Société 0% ( XS1778407269 ) in EUR

Générale Société

100 EUR ▼

Francia

XS1778407269 ( in EUR )

30/12/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Societe Generale XS1778407269 in EUR 0%, scaduta

1 000 EUR

3 434 000 EUR

Société Générale è una banca francese multinazionale che offre una vasta gamma di servizi finanziari a clienti privati, aziende e istituzioni.

The Obbligazione issued by Générale Société ( France ) , in EUR, with the ISIN code XS1778407269, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 30/12/2023

PROSPECTUS DATED 25 May 2018

SOCIÉTÉ GÉNÉRALE
as Issuer
(incorporated in France)

Issue of up to EUR 50 000 000 Index linked Notes due to 30/12/2026
ISIN CODE: XS1778407269

This prospectus (the Prospectus) constitutes a prospectus for the purposes of article 5.3 of the Prospectus
Directive (as defined below) and relates to the issue of up to EUR 50 000 000 Notes (the Notes) linked to STOXX
Europe 600 Index EUR (the Index or Underlying) to be issued by Société Générale (the Issuer), pursuant to its
Debt Instruments Issuance Programme dated 27 June 2017 as supplemented pursuant to the supplements dated
31/07/2017, 11/12/2017, 18/01/2018, 20/03/2018, 06/04/2018 (and incorporated by reference into this Prospectus)
and as may be further supplemented from time to time (the Programme).
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) to approve this
document as a prospectus in its capacity as competent authority under the Luxembourg act dated 10 July 2005
(as amended) on prospectuses for securities (as amended) (the Prospectus Act 2005) which implemented
Directive 2003/71/EC of the European Parliament and of the Council of the European Union (as amended) (the
Prospectus Directive) in Luxembourg.
In accordance with Article 7(7) of the Prospectus Act 2005, by approving this Prospectus, the CSSF gives no
undertaking as to the economic and financial soundness of the issuance of the Certificates or the quality or solvency
of the Issuer.
The section "Terms and Conditions of the English Law Notes", "Additional Terms and Conditions relating to the
Formulae", "Additional Terms and Conditions for Structured Notes" and "Additional Terms and Conditions for Index
Linked Notes" are incorporated by reference herein from the Programme. Words and expressions defined in the
Terms and Conditions of the Notes shall have the same meanings when used herein provided that references in
the Terms and Conditions of the Notes to the "applicable Final Terms" shall be deemed to be references to the
issue specific terms (the Issue Specific Terms) set out under the section "Issue Specific Terms" in this Prospectus.
Application has been made for the Notes to be listed on the Luxembourg Stock Exchange and admitted to trading
on the Regulated Market of the Luxembourg Stock Exchange which is a regulated market for the purpose of
Directive 2014/65/EU. This Prospectus and documents incorporated by reference are made available for
consultation on the website of the Luxembourg Stock Exchange (www.bourse.lu). Copies of this Prospectus can
also be obtained at the registered office of the Issuer and the specified office of the Paying Agent, in each case at
the address given at the end of this Prospectus.The Notes will not be rated. Prospective investors should have
regard to the risk factors described under the section headed "Risk Factors" incorporated by reference herein from
the Programme.

__________________
ARRANGER
Société Générale Corporate & Investment Banking

Summary

TABLE OF CONTENTS

Section
Page
SUMMARY ............................................................................................................................................................. 3
RISK FACTORS ................................................................................................................................................... 15
IMPORTANT INFORMATION............................................................................................................................... 17
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 21
ISSUE SPECIFIC TERMS .................................................................................................................................... 29
ADDITIONNAL TERMS AND CONDITIONS FOR STRUCTURED NOTES................................................41
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE .......................................................................................................... 43
GENERAL INFORMATION .................................................................................................................................. 46

2

Summary

SUMMARY

Summaries are made up of disclosure requirements known as Elements the communication of which is required by Annex XXII
of the Commission Regulation (EC) No 809/2004 as amended. These elements are numbered in Sections  A  E (A.1  E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because
some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is
included in the summary with the mention of "Not Applicable".

Section A Introduction and warnings
A.1
Warning
This summary must be read as an introduction to the Prospectus.
Any decision to invest in the Notes should be based on a consideration of the
Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is brought before
a court, the plaintiff investor might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have tabled this summary, including
any translation thereof, but only if the summary is misleading, inaccurate or inconsistent
when read together with the other parts of the Prospectus or it does not provide, when
read together with the other parts of this Prospectus, key information in order to aid
investors when considering whether to invest in the Notes.
A.2
Consent to the use

of the Prospectus
The Issuer consents to the use of this Prospectus in connection with a resale or
placement of Notes in circumstances where a prospectus is required to be published
under the Prospectus Directive (a Non-exempt Offer) subject to the following
conditions:
- the consent is only valid during the offer period from 28/05/2018 to 27/06/2018 (the
Offer Period);

- the consent given by the Issuer for the use of the Prospectus to make the Non-exempt
Offer is an individual consent (an Individual Consent) in respect of Deutsche Bank AG
Brussels Branch avenue Marnixlaan 13-15, 1000 Brussels, Belgium (the Initial
Authorised Offeror) and if the Issuer appoints any additional financial intermediaries
after the 25/05/2018 and publishes details of them on its website
(http://prospectus.socgen.com), each financial intermediary whose details are so
published (each an Additional Authorised Offeror);
- the consent only extends to the use of this Prospectus to make Non-exempt Offers of
the Notes in Belgium.

The information relating to the conditions of the Non-exempt Offer shall be
provided to the investors by any Initial Authorised Offeror and any Additional
Authorised Offeror at the time the offer is made.

3

Summary

Section B Issuer
B.1
Legal and
Société Générale (or the Issuer)
commercial name

of the issuer
B.2
Domicile, legal
Domicile: 29, boulevard Haussmann, 75009 Paris, France.
form, legislation
Legal form: Public limited liability company (société anonyme).
and country of
Legislation under which the Issuer operates: French law.
incorporation
Country of incorporation: France.
B.4b
Known trends
The macroeconomic environment saw a gradual improvement in 2017. This
affecting the issuer
improvement is expected to continue in 2018, with accelerated growth in most major
and the industries
economic areas and more dynamic international trade flows. The markets should
remain buoyant, although valuation levels raise the question of their long-term
in which it operates sustainability, and a certain volatility could resurface. Lastly, the central banks should
continue the normalisation of their monetary policies, albeit more gradually.
In the Eurozone, growth should strengthen further in 2018, under the combined effect
of the accommodative monetary and budgetary policies implemented, together with
strong international demand.
For 2018, the regulatory agenda should focus on the European legislative process
concerning the set of CRR2/CRD5 texts, as well as the finalisation and harmonisation
of the various liability ratio requirements (MREL Minimum Required Eligible Liabilities,
and TLAC Total Loss Absorbing Capacity).
The year 2018 will likely be marked by a highly uncertain geopolitical environment,
following on from a certain number of events over the last two years. Important elections
will be held in several European Union countries (in Italy, in particular), and the Brexit
negotiations wil continue. "Separatist" tensions (Catalonia) could further intensify. In
addition, several areas of instability and tension could affect the global economy,
whether in the Middle East or in Asia, with American policy currently being characterised
by a certain unpredictability.
In Europe, provided that the political situation in Germany and in Italy becomes clearer,
2018 could signal a new impetus in European ambition.
Lastly, banks must continue to adapt to a certain number of fundamental shifts,
especially the acceleration of technological changes, requiring them to radically
transform their operational and relationship models.
Within this framework, and in order to generate stronger, profitable and sustainable
growth, the Group's priorities in 2018 wil be to:
·
continue its growth by implementing a series of ambitious initiatives aimed at
all its high-potential customers (corporates, professionals and high net worth
customers, bank insurance, Boursorama, ALD, etc.), while developing
segments and services tailored to their changing needs;
·
accelerate the digital transformation of all its businesses and functions, and in
particular the digitalisation of its retail banking networks, both in France and
abroad;
·
maintain strict control of its costs, risks and capital allocation;
·
continue its realignment via the disposal or closure of activities that do not
have critical mass and/or do not generate synergies;
continue to implement its Culture and Conduct programme, which aims to develop the
Societe Generale culture by placing values, leadership quality and behavioural integrity
at the very heart of the Group's transformation, thereby building confidence among al
its stakeholders (and mainly its customers).
B.5
Description of the
The Société Générale group (the Group) offers a wide range of advisory services and
issuer's group and
tailored financial solutions to individual customers, large corporate and institutional
the issuer's
investors. The Group relies on three complementary core businesses:

4

Summary

position within the
·
French Retail Banking;
group
·
International Retail Banking, Financial Services and Insurance; and

·
Corporate and Investment Banking, Private Banking, Asset and Wealth
Management and Securities Services.
The Issuer is the parent company of the Group.

B.9
Figure of profit
Not applicable. The Issuer does not provide any figure of profit forecast or
forecast or estimate estimate.
of the issuer
B.10
Nature of any
Not Applicable. The audit report does not include any qualification.
qualifications in the
audit report on the
historical financial
information
B.12

Selected historical

key financial
First Quarter Year ended First Quarter
Year
information
31.03.2018
2017
31.03.2017
ended
regarding the issuer
(unaudited)
(audited)
(unaudited)
2016

(audited)
Results (in millions of

euros)

Net Banking Income
6,294
23,954
6,474
25,298
Operating income
1,357
4,767
1,203
6,390
Net income
1,004
3,430
889
4,338
Reported Group Net
850
2,806
747
3,874
income
French retail Banking
270
1,010
331
1,486
International
Retail
429
428
Banking
&
Financial
1,975
1,631
Services
Global
Banking
and
166
1,566
385
1,803
Investor Solutions
Corporate Centre
(15)
(1,745)
(397)
(1,046)
Core Businesses
865
4,551
1,144
4,920
Net cost of risk
(208)
(1,349)
(627)
(2,091)
Underlying ROTE ** (1)
10.9%
9.6%
12.1%
9.3%
Tier 1 Ratio **
13.6%
13.8%
14.4%
14.5%
Activity (in billions of

euros)
Total
assets
and
1,271.9
1,275.1
1,401.2
1,354.4
liabilities
Customer
loans
at
423.3
425.2
433.9
426.5
amortised costs
Customer deposits
409.4
410.6
415.7
421.0
Equity (in billions of

euros)
Shareholders'
equity,
58.9
59.4
62.2
62.0
Group Share
Non-controlling Interests
4.6
4.7
3.8
3.7
Cash flow statements

(in millions of euros)

Net inflow (outflow) in
N/A
18,023
N/A
18,442
cash
and
cash

equivalent

5

Summary

** These financial ratios are unaudited.
(1) Adjusted for non-economic and exceptional items, and for IFRIC 21.

Statement as no
material adverse
There has been no material adverse change in the prospects of the Issuer since 31
change in the
December 2017.
prospects of the

issuer since the
date of its last
published audited
financial statements

Significant changes
Not Applicable. There has been no significant change in the financial or trading position
in the issuer's
of the Issuer since 31 March 2018.
financial or trading

position
subsequent to the
period covered by
the historical
financial
information

B.13
Recent events
Not Applicable. There have been no recent events particular to the Issuer which are to
particular to the
a material extent relevant to the evaluation of the Issuer's solvency.
issuer which are to
a material extent
relevant to the
evaluation of the
issuer's solvency

B.14
Statement as to
See Element B.5 above for the Issuer's position within the Group.
whether the issuer
Société Générale is the ultimate holding company of the Group. However, Société
is dependent upon
Générale operates its own business; it does not act as a simple holding company vis-
other entities within
à-vis its subsidiaries.
the group

B.15
Description of the
See Element B.5 above.
issuer's principal
activities
B.16
To the extent
Not Applicable. To its knowledge, Société Générale is not owned or controlled, directly
known to the
or indirectly (under French law) by another entity.
issuer, whether the

issuer is directly or
indirectly owned or
controlled and by
whom, and
description of the
nature of such
control

6

Summary

Section C Securities
C.1
Type and class of
The notes are derivative instruments (the Notes).
the securities
The ISIN Code is: XS1778407269
being offered
The Common Code is: 177840726
and/or admitted to
trading, including

any security
identification
number
C.2
Currency of the
EUR
securities issue

C.5
Description of any
Not Applicable. There is no restriction on the free transferability of the Notes, subject to
restrictions on the
selling and transfer restrictions which may apply in certain jurisdictions including
free transferability
restrictions applicable to the offer and sale to, or for the account or benefit of, Permitted
of the securities
Transferees.

A Permitted Transferee means any person who (i) is not a U.S. person as defined
pursuant to Regulation S ; and (ii) is not a person who comes within any definition of
U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed
or issued under the CEA.
C.8

Rights attached to
Rights attached to the securities:
the securities,

including ranking
Unless the Notes are previously redeemed, the Notes will entitle each holder of the
and limitations to
Notes (a Noteholder) to receive a redemption amount which may be lower than, equal
those rights
to or higher than the amount initially invested (see Element C.18).

A Noteholder will be entitled to claim the immediate and due payment of any sum in
case:
- the Issuer fails to pay or to perform its other obligations under the Notes
- of insolvency or bankruptcy proceeding(s) affecting the Issuer;
The Noteholders' consent shal have to be obtained to amend the contractual terms of
the Notes pursuant to the provisions of an agency agreement, made available to the
Noteholders upon request to the Issuer.

Waiver of Set-off rights

The Noteholders waive any right of set-off, compensation and retention in relation to the
Notes, to the extent permitted by law.
Governing law
The Notes and any non-contractual obligations arising out of or in connection with the
Notes will be governed by, and shall be construed in accordance with English law.

The Issuer accepts the competence of the courts of England in relation to any dispute
against the Issuer, but accepts that such Noteholders may bring their action before any
other competent court.
Ranking:

The Notes will be direct, unconditional, unsecured and unsubordinated obligations of the
Issuer and will rank at least pari passu with all other outstanding direct, unconditional,
unsecured and unsubordinated obligations of the Issuer, present and future.
Limitations to rights attached to the securities:

7

Summary

- The Issuer may redeem the Notes early on the basis of the market value of these Notes
for force majeure event.
- The Issuer may adjust the financial terms in case of adjustment events affecting the
underlying instrument(s), and, in the case of occurrence of extraordinary events affecting
the underlying instrument(s) or in the case of occurrence of additional disruption
event(s), the Issuer may substitute the underlying instrument(s) by new underlying
instrument(s), and in each case without the consent of the Noteholders.

- The Issuer may monetise all or part of the due amounts until the maturity date of the
Notes in the case of occurrence of extraordinary events affecting the underlying or in the
case of occurrence of additional disruption event(s) and offer the Noteholders the choice
to redeem their Notes early on the basis of the market value of these Notes.

- the rights to payment of principal and interest will be prescribed within a period of ten
years (in the case of principal) and five years (in the case of interest) from the date on
which the payment of these amounts has become due for the first time and has remained
unpaid.
Taxation
All payments in respect of Notes, Receipts and Coupons shall be made free and clear
of, and without withholding or deduction for or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction unless
such withholding or deduction is required by law.
Notwithstanding the provisions above, in no event will the Issuer be required to pay any
additional amounts in respect of the Notes, Receipts or Coupons for, or on account of,
any withholding or deduction (i) required pursuant to an agreement described in Section
1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed
pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements
thereunder, or any official interpretations thereof, or any law implementing an
intergovernmental approach thereto or (ii) imposed pursuant to Section 871(m) of the
Code.

Where
Tax Jurisdiction means France or any political subdivision or any authority thereof or
therein having power to tax.
C.11
Whether the
Application has been made for the Notes to be admitted to trading on the regulated
securities offered
market of the Luxembourg Stock Exchange.
are or will be the
object of an
application for
admission to
trading, with a view
to their distribution
in a regulated
market or other
equivalent markets
with indication of
the markets in
question

8

Summary

C.15
How the value of

The value of the Notes and the payment of a redemption amount to a Noteholder on the
the investment is
maturity date is partly depend on the performance of the underlying asset(s), on the
affected by the
relevant valuation date(s).
value of the

underlying
The value of the Notes is linked to the positive or negative performance of the underlying
instrument(s)
instrument. The amount(s) to be paid is/are determined on the basis of the condition
which is satisfied (or not) if the performance of the underlying instrument is higher than
or equal to a predefined barrier performance.
C.16
The maturity date
The maturity date of the Notes will be 30/12/2026, and the final reference date will be
and the final
the last valuation date.
reference date

The maturity date may be modified pursuant to the provisions of Element C.8 above and
Element C.18 below.
C.17
Settlement
Cash delivery
procedure of the

derivative
securities
C.18
How the return on
The issue date of the Notes is 29/06/2018 (the Issue Date) and each Note will have a
derivative
specified denomination of EUR 1 000 (the Specified Denomination).
securities takes

place
Final Redemption
Unless previously redeemed, the Issuer shall
Amount
redeem the Notes on the Maturity
Date, in accordance with the following provisions in
respect of each Note:
Scenario 1:
If on Valuation Date(25), AverageTimeLevel(25) is
higher than or equal to
100%, then:
Final Redemption Amount = Specified
Denomination x [100% + 100% x
(AverageTimeLevel(25) - 100%)]
Scenario 2:
If on Valuation Date(25), AverageTimeLevel(25) is
lower than 100%, then:
Final Redemption Amount = Specified
Denomination x 100%
Definitions relating to
date(s):

Valuation Date(0):
(DD/MM/YYYY)
29/06/2018

Valuation Date(i); (i from 30/12/2024 ; 29/01/2025 ; 03/03/2025 ; 31/03/2025
1 to 25)
; 29/04/2025 ; 29/05/2025 ;
(DD/MM/YYYY)
30/06/2025 ; 29/07/2025 ; 29/08/2025 ; 29/09/2025
; 29/10/2025 ; 01/12/2025 ;
29/12/2025 ; 29/01/2026 ; 02/03/2026 ; 30/03/2026
; 29/04/2026 ; 29/05/2026 ;
29/06/2026 ; 29/07/2026 ; 29/08/2026 ; 29/09/2026
; 29/10/2026 ; 30/11/2026 ;
23/12/2026
Definitions relating to the Applicable, subject to the
Product:
provisions of the Additional
Terms
and
Conditions
relating to Formulae

9

Summary

AverageTimeLevel(i)
(i = 25)
means the Arithmetic Average, for t from 1 to i, of

Level(t)

Level(i)
(i from 1 to 25)
means (S(i) / S(0))

S(i)
(i from 0 to 25)
means in respect of any Valuation Date(i) the

Closing Price of the underlying STOXX Europe 600
Index EUR.

Redemption at the option of the Issuer:
Optional Redemption
Unless previously redeemed, at the option of the
Amount:
Issuer, the Notes may be
early redeemed on the Optional Redemption
Date(i) (i from 2 to 8) in
accordance with the following provisions in respect
of each Note:
Specified Denomination × (100% + 5% x i)
Optional Redemption
Date(i) (i from 2 to 8):
29/06/2020 ; 29/06/2021 ; 29/06/2022 ; 29/06/2023
(DD/MM/YYYY)
; 01/07/2024 ; 30/06/2025 ; 29/06/2026

C.19
The final reference
See Element C.18 above.
price of the
Final reference price: the value of the underlying instrument(s) on the relevant valuation
underlying
date(s) for the redemption, subject to the occurrence of certain extraordinary events and
adjustments affecting such underlying instrument(s).
C.20
Type of the
The type of underlying is: index
underlying and
Information about the underlying is available on the following website(s) or screen
where the
page(s):
information on the

underlying can be
Index
Bloomberg
Index
found
Name
Ticker
Sponsor
Exchange
WEBSITE
STOXX
STOXX
Each
Europe
SXXP
Limited
exchange on
www.stoxx.com
600 Index
which
EUR
securities
comprised in
the Index are
traded,
from time to
time, as
determined
by the Index
Sponsor.

Section D Risks
D.2
Key information on
An investment in the Notes involves certain risks which should be assessed prior to any
the key risks that
investment decision.
are specific to the
issuer
In particular, the Group is exposed to the risks inherent in its core businesses, including:
·
global economical risks:

10