Obligation Générale Société 4.875% ( FR0013446424 ) en AUD

Générale Société

100 % ⇌

France

FR0013446424 ( en AUD )

4.875% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Societe Generale FR0013446424 en AUD 4.875%, échéance Perpétuelle

12/09/2025 ( Dans 126 jours )

Société Générale est une banque universelle française offrant des services de banque de détail, banque privée, banque d'investissement et gestion d'actifs.

L'obligation perpétuelle de la Société Générale (FR0013446424), émise en France et libellée en AUD, affiche actuellement un prix de 100%, offre un taux d'intérêt de 4,875% et une fréquence de paiement semestrielle.

Prospectus dated 10 September 2019

SOCIÉTÉ GÉNÉRALE
(incorporated in France)
Issue of AUD 700,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Notes
Under the 50,000,000,000 Euro Medium Term Note Paris Registered Programme
Series no.: PA 96 / 19-09
Tranche no.: 1
Issue Price: 100.00 per cent.
The AUD 700,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Notes (the Notes) will be issued by Société
Générale (the Issuer) under its 50,000,000,000 Euro Medium Term Note Paris Registered Programme (the Programme).
The Notes will constitute direct, unconditional, unsecured and deeply subordinated debt obligations of the Issuer (engagements subordonnés de dernier
rang), 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) 12 September 2019 (the Issue Date) to (but excluding) the Interest Payment Date falling on or about 12 September
2024 (the First Call Date) at a rate of 4.875% per annum, payable semi-annually in arrear on 12 March and 12 September in each year (subject to
interest cancellation as described below) (each an Interest Payment Date). The first payment of interest on the Notes will be made on the Interest
Payment Date falling on or about 12 March 2020 in respect of the period from (and including) the Issue Date to (but excluding) 12 March 2020. 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 (Definitions and
Interpretation) of the "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) of the "Terms and Conditions of the Notes". As a result, holders of Notes (the
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 capital ratio falls below 5.125%
(on a consolidated basis) (all as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"). Noteholders may
lose some or all their 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 make any
payment of the 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 Date or on any Reset Date thereafter at their Redemption Amount (all as defined in Condition 2 (Definitions and Interpretation) of
the "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 (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 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) of the "Terms and Conditions of the Notes").
This Prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) on 10 September 2019,
which is the Luxembourg competent authority for the purpose of the Prospectus Regulation (as defined below), for approval of this Prospectus as a
prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of the Notes. This
Prospectus constitutes a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129 (the Prospectus Regulation). This Prospectus is valid
until the Issue Date. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does
not apply when the Prospectus is no longer valid. By approving this Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF
does not engage in respect of the economic or financial opportunity of the operation under this Prospectus or the quality and solvency of the Issuer.
Such approval should not be considered as an endorsement of the Issuer or the Notes that are the subject of this Prospectus. Investors should make
their own assessment as to the suitability of investing in the Notes. 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 the Issue Date. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU, as amended.
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of AUD 200,000. The Notes will at all times be in book-entry
form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title (including certificats
représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue,
be inscribed in the books of Euroclear France (Euroclear France) which shall credit the accounts of the Euroclear France Account Holders. Euroclear
France Account Holder shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear
France, and includes Euroclear Bank SA/NV (Euroclear) and the depositary bank for Clearstream Banking S.A. (Clearstream).
The Notes are expected to be assigned a rating of Ba2 by Moody's Investors Service Ltd. (Moody's) and BB+ by S&P Global Ratings Europe Limited
(S&P, and, together with Moody's and S&P, the Rating Agencies). Ratings can come under review at any time by Rating Agencies. Investors are
invited to refer to the websites of the relevant Rating Agencies in order to have access to the latest rating (respectively: www.moodys.com and
www.standardandpoors.com). The Rating Agencies are established in the European Union and are registered under Regulation (EC) No. 1060/2009 of
the European Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the CRA Regulation) and, as of the date
of this Prospectus, appear on the list of credit rating agencies published on the website of the European Securities and Markets Authority
(www.esma.europa.eu) (ESMA) in accordance with the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, change or withdrawal at any time and without prior notice by the assigning rating agency.
Interest Amounts payable under the Notes are calculated by reference to the 5-year Semi Quarterly Mid-Swap Rate which itself refers to the screen
pages IAUS10 and IAUS15 (See Condition 6 (Interest) of the "Terms and Conditions of the Notes") on which rates provided by Australia Pty Ltd (the
Administrator) are published. As at the date of this Prospectus the Administrator does not appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmark Regulation). As far as the Issuer is
aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that the Administrator is not currently required to obtain
recognition, endorsement or equivalence.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus, before
deciding to invest in the Notes.
GLOBAL COORDINATOR, SOLE STRUCTURING ADVISOR AND JOINT BOOKRUNNER
Société Générale Corporate & Investment Banking
JOINT BOOKRUNNERS
ANZ
Deutsche Bank
Nomura
TD Securities
UBS
Westpac Banking Corporation

This Prospectus contains or incorporates by reference all relevant information with regard to the
Issuer, the Issuer and its consolidated subsidiaries (filiales consolidées) taken as a whole (the Group)
and the Notes which is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuer, as well as the Terms
and Conditions of the Notes.
This Prospectus is to be read and construed in conjunction with al documents which are incorporated
herein by reference (see "Documents Incorporated by Reference").
No person is or has been authorised by the Issuer to give any information nor to make any
representation other than those contained, or incorporated by reference, in or consistent with this
Prospectus in connection with issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Global
Coordinator, Sole Structuring Advisor and Joint Bookrunner or any of the Joint Bookrunners (the
Global Coordinator, Sole Structuring Advisor and Joint Bookrunner and the Joint Bookrunners being
collectively referred to herein as the Joint Bookrunners).
No Joint Bookrunners has independently verified the information contained or incorporated by
reference herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility is accepted by the Joint Bookrunners as to the accuracy or completeness of the
information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer. Neither this Prospectus nor any other information supplied in connection with
the Notes (including any information incorporated by reference herein) (a) is intended to provide the
basis of any credit or other 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 or any of the Joint
Bookrunners that any recipient of this Prospectus or any other information supplied in connection with
the Notes should purchase the Notes. Each investor contemplating purchasing the Notes should
make its own independent investigation of the financial condition and affairs, and its own appraisal of
the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the
Joint Bookrunners to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any
circumstances imply that (i) the information contained or incorporated by reference herein concerning
the Issuer or the Group is correct at any time subsequent to the date hereof or (i ) any other
information supplied in connection with the Notes is correct as of any time subsequent to the date
indicated in the document containing the same. The Joint Bookrunners expressly do not undertake to
advise any investor in the Notes of any information coming to their attention.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction
of, or an invitation by or on behalf of, the Issuer or the Joint Bookrunners to subscribe for, or
purchase, the Notes. The distribution of this Prospectus and the offer or sale of the Notes may be
restricted by law in certain jurisdictions. The Issuer and the Joint Bookrunners do not represent that
this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or the Joint Bookrunners which is
intended to permit a public offering of the Notes outside the European Economic Area (the EEA) or
distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus
nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus or any Note comes must inform themselves of, and
observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes
(see the section headed "Subscription and Sale").
IMPORTANT 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
Directive 2014/65/EU (MiFID II); or (i ) a customer within the meaning of Directive 2016/97/EU, as
ii

amended, 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 Regulation (EU) No
1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for
the purposes of each 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 5 February 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 (ii) al
channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining
appropriate distribution channels.
The Notes have not been and wil not be registered under the U.S. Securities Act of 1933, as
amended (the Securities Act), or under any state securities laws. Accordingly, the Notes may not be
offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S (Regulation S) of the Securities Act) except pursuant to an exemption from the
registration requirements of the Securities Act.
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 ful y
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.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor may wish to consider, either on its own or with the
help of its financial and other professional advisers whether it:
(i)
has 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;
(i )
has 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 overall investment portfolio;
(i i)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
financial markets including the provisions relating to the deeply subordinated ranking and to
payment and cancellation of interest and any write-down of the Notes and be familiar with the
behavior of any relevant indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
The Notes are complex financial instruments and may not be a suitable investment for al investors.
Sophisticated institutional investors generally do not purchase 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. The Notes may
also be difficult to compare with other similar financial instruments due to a lack of fully harmonized
structures, trigger points and loss absorption mechanisms among Additional Tier 1 instruments. 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 will perform under changing conditions, the resulting
iii

effects on the value of the Notes and the impact this investment wil have on the prospective
investor's overall investment portfolio.
In connection with the issue of the Notes, Société Générale will act as stabilising manager (the
Stabilising Manager). The Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final 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 thirty (30) calendar days after the issue date of the Notes
and sixty (60) calendar days after the date of the al otment of the Notes. Any stabilisation action or
over-allotment shall be conducted in accordance with applicable laws and rules.
Differences between the Notes and the bank's covered deposits in terms of yield, risk and
liquidity - Prior to acquiring any Notes, investors should note that there are a number of key
differences between the Notes and bank deposits, including without limitations:
(i)
claims in relation to the payment of principal and interest under the Notes rank below claims
under so-called "covered deposits" (being deposits below the EUR 100,000 threshold, or its
equivalent in another currency, benefiting from the protection of the deposit guarantee
scheme in accordance with Directive 2014/49/EU of the European Parliament and of the
Council of 16 April 2014);
(i )
generally, demand deposits wil be more liquid than financial instruments such as the Notes;
and
(i i)
generally, the Notes wil benefit from a higher yield than a covered deposit denominated in the
same currency and having the same maturity. The higher yield usually results from the higher
risk associated with the Notes.
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: Notice on the Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment Products).

iv

TABLE OF CONTENTS
Clause
Page
GENERAL DESCRIPTION OF THE NOTES ......................................................................... 6
RISK FACTORS .................................................................................................................. 11
DOCUMENTS INCORPORATED BY REFERENCE ............................................................ 19
GOVERNMENTAL SUPERVISION AND REGULATION OF THE ISSUER IN
FRANCE .................................................................................................................. 25
TERMS AND CONDITIONS OF THE NOTES...................................................................... 35
USE OF PROCEEDS ........................................................................................................... 63
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE .......................................................................... 64
TAXATION ........................................................................................................................... 65
SUBSCRIPTION AND SALE ................................................................................................ 67
GENERAL INFORMATION .................................................................................................. 68
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE
PROSPECTUS ......................................................................................................... 71

v

GENERAL DESCRIPTION OF THE NOTES

Issuer:
Société Générale.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfill its
obligations under the Notes. In addition, there are certain factors that
are material for the purpose of assessing the market risks associated
with investing in the Notes. The risks that the Issuer currently
believes to be the most significant are set out under "Risk Factors".
Notes:
AUD 700,000,000 Undated Deeply Subordinated Additional Tier 1
Fixed Rate Resettable Cal able Notes.
Global Coordinator, Sole
Société Générale.
Structuring Advisor and
Joint Bookrunner:
Joint Bookrunners:
Australia and New Zealand Banking Group Limited, Deutsche Bank
AG, London Branch, Nomura International plc, The Toronto-
Dominion Bank, UBS AG, Australia Branch and Westpac Banking
Corporation (ABN 33 007 457 141)
Principal Fiscal Agent,
Société Générale Bank & Trust.
Paying Agent, Transfer
Agent:
Additional Paying Agent
Société Générale.
Calculation Agent:
Société Générale.
Luxembourg Listing Agent: Société Générale Bank & Trust.
Paying Agent:
Société Générale.
Issue Date:
12 September 2019.
Issue Price:
100.00%.
Status of the Notes:
The Notes are deeply subordinated debt obligations of the Issuer
issued pursuant to the provisions of Article L. 228-97 of the French
Code de Commerce. The obligations of the Issuer in respect of the
Notes are direct, unconditional, unsecured and deeply subordinated
obligations (engagements subordonnés de dernier rang) of the Issuer
and rank and will rank pari passu without any preference among
themselves and pari passu in the event of liquidation of the Issuer
with any other present and future Tier 1 Subordinated Notes and any
other Deeply Subordinated Obligations but shal be subordinated to
present and future prêts participatifs granted to the Issuer and
present and future titres participatifs, Subordinated Obligations and
Unsubordinated Obligations of the Issuer (all as defined in Condition
2 (Definitions and Interpretation)). In the event of liquidation of the
Issuer, the Notes shall rank in priority to any payments to holders of
Issuer Shares (as defined in Condition 2 (Definitions and
Interpretation)). In the event of incomplete payment of
unsubordinated creditors and subordinated creditors ranking ahead
of the claims of the Noteholders, the obligations of the Issuer in
connection with the Notes will be terminated. The Noteholders shall
be responsible for taking all steps necessary for the orderly
accomplishment of any collective proceedings or voluntary liquidation
in relation to any claims they may have against the Issuer.
6

Write-Down and Write-Up:
The Current Principal Amount of the Notes will be written down if the
Issuer's Common Equity Tier 1 capital ratio falls below 5.125% (on a

consolidated basis). 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).

For the purposes of this provision, Common Equity Tier 1 capital
ratio means the Common Equity Tier 1 capital of the Group

expressed as a percentage of its total risk exposure amount (as
calculated in accordance with the Relevant Rules (as defined in

Condition 2 (Definitions and Interpretation)) and using the definition
of the prudential scope of consolidation as defined in the Relevant

Rules) or such other meaning given to it (or any equivalent or
successor term) in the Relevant Rules.
Denomination:
AUD 200,000.
Form of Notes:
Dematerialised bearer notes.
Interest rate:
From (and including) the Issue Date to (but excluding) the Interest
Payment Date falling 12 September 2024 (the First Call Date), the
interest rate on the Notes will be 4.875% per annum. From (and
including) each Reset Date to (but excluding) the next following
Reset Date, the interest rate on the Notes wil be equal to the sum of
the relevant 5-Year Semi Quarterly Mid-Swap Rate (as defined in
Condition 2 (Definitions and Interpretation)) plus 4.036%.
Interest Reset Date(s):
The Rate of Interest of the Notes will be reset on the First Call Date
and every date which falls on five (5) years, or a multiple of five (5)
years, thereafter (each a Reset Date).
Interest Payment Dates:
Interest shal accrue from the Issue Date and shal be payable semi-
annually in arrear on 12 March and 12 September in each year,
commencing on 12 March 2020, subject in any case to the provisions
of Condition 6.10 (Cancel ation of Interest Amounts) and Condition 9
(Payments).
Cancellation of Interest
The Issuer may elect at its full discretion to cancel and in certain
Amounts:
circumstances will be required not to pay (in each case, in whole or
in part) the Interest Amount otherwise scheduled to be paid on any
Interest Payment Date. See Condition 6.10 (Cancel ation of Interest
Amounts).
Issuer Call Option:
Subject to the provisions of Condition 8.7 (Conditions to redemption,
purchase or cancel ation), the Issuer may, at its option redeem all
(but not some only) of the outstanding Notes on the First Call Date
and on every Reset Date thereafter at their Current Principal Amount,
together with accrued interest (if any) thereon.
Optional Redemption by
Subject to the provisions of Condition 8.7 (Conditions to redemption,
the Issuer upon the
purchase or cancel ation), upon the occurrence of a Tax Event or a
occurrence of a Tax Event
Capital Event, the Issuer may, at its option at any time, redeem all
or a Capital Event:
(but not some only) of the outstanding Notes at their Redemption
Amount, together with accrued interest thereon. Redemption can be
made by the Issuer even if the Original 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).
For the purposes of this provision:
Capital Event means at that time that, by reason of a change in the
regulatory classification of the Notes under the Relevant Rules that
7

was not reasonably foreseeable by the Issuer at the Issue Date, the
Notes are fully or partial y excluded from the Tier 1 Capital of the
Issuer. For the avoidance of doubt, a reduction in the amount of the
Notes which are recognized as Additional Tier 1 Capital as a result of
a change in the regulatory assessment of the minimum amount of
Common Equity Tier 1 capital that would be generated if the principal
amount of the Notes were fully written down, in accordance with
Article 54(3) of the Capital Requirements Regulation, shall not
constitute a Capital Event.
Tax Event means a Tax Deductibility Event, a Withholding Tax Event
and/or a Gross-Up Event (each as defined in paragraphs (a), (b) and
(c), respectively, of Condition 8.4 (Optional redemption upon the
occurrence of a Tax Event)), as the case may be.
Purchases and
The Issuer and any of its subsidiaries may at any time purchase the
Cancellation:
Notes, (subject to the provisions of Condition 8.7 (Conditions to
redemption, purchase or cancellation) Condition 8.5 (Purchase) and
Condition 8.6 (Cancellation)) in the open market or otherwise at any
price in accordance with applicable laws and regulations.
Notes so purchased may be cancelled or may be held and resold in
accordance with applicable laws and regulations, as provided in
Condition 8.
Events of Default:
None.
Negative Pledge:
None.
Cross Default:
None.
Acknowledgement of Bail-
By the acquisition of Notes, each Noteholder acknowledges, accepts,
in Power and Statutory
consents and agrees to be bound by the effect of the exercise of the
Write-Down or Conversion:
Bail-in Power by the Relevant Resolution Authority, as provided in
Condition 17 (Acknowledgment of Bail-In Power and Statutory Write-
down or Conversion).
Waiver of Set-Off:
The Noteholders waive any and al rights of and claims for deduction,
set-off, netting, compensation, retention or counterclaim arising
directly or indirectly under or in connection with the Notes, to the
extent permitted by applicable law, as provided in Condition 18
(Waiver of set-off).
Taxation:
All payments of principal, interest and other assimilated revenues in
respect of the Notes by or on behalf of the Issuer shal 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, col ected, withheld or
assessed by or on behalf of France or any political subdivision
therein or any authority or agency therein or thereof having power to
tax, unless the withholding or deduction of such taxes, duties,
assessments, or governmental charges is required by law. In that
event, the Issuer shall, in respect of withholding or deduction
imposed in relation to payments of interest and other assimilated
revenues only (and not principal), save in certain limited
circumstances provided in Condition 10 (Taxation), be required to
pay such additional amounts of interest as will result in receipt by the
Noteholders after such withholding or deduction of such amounts as
would have been received by them had no such withholding or
deduction been required. No additional amounts shall be payable by
the Issuer in respect of payments of principal under the Notes.
Meeting and Voting
Pursuant to Article L. 213-6-3 I of the French Code monétaire et
Provisions:
financier, the Noteholders shal not be grouped in a masse having
8

separate legal personality and acting through a representative of the
Noteholders (représentant de la masse) and in part through general
meetings. See Condition 14 (Meeting and Voting Provisions).
Further Issues and
The Issuer may from time to time, without the consent of the
consolidation:
Noteholders, create and issue further notes having the same terms
and conditions as the Notes in al respects (or in al respects except
for the first payment of interest, if any, thereon and/or the issue price
thereof) to form a single series and be consolidated (assimilées) with
the Notes.
Listing and Admission to
Application has been made to the Luxembourg Stock Exchange for
Trading:
the Notes to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange and listed on the Official List of the
Luxembourg Stock Exchange with effect from the Issue Date.
Governing Law:
The Notes wil be governed by, and construed in accordance with,
French law.
Clearing and Settlement:
Euroclear France.
The identification numbers for the Notes are as follows:
ISIN: FR0013446424
Common Code: 205139079
Ratings:
The Notes are expected to be rated Ba2 by Moody's France S.A.S.
(Moody's) and BB+ by S&P Global Ratings Europe Limited (S&P).
In addition, the Issuer's debt has been rated by each of Moody's,
S&P, Fitch France S.A.S. and DBRS Ratings Limited (DBRS) as
follows:

Moody's
S&P
Fitch
DBRS
France
S.A.S.
senior
A1
A
A+
A (high)
unsecured
long-term
debt
senior
P-1
A-1
F1
R-1 (middle)
unsecured
short-term
debt
Outlook
Stable
Positive
Stable
Positive
Each of Moody's, S&P, Fitch France S.A.S. and DBRS is established
in the EU and is registered under 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.
A rating is not a recommendation to buy, sel or hold securities and
may be subject to revision, suspension or withdrawal at any time by
the assigning rating agency. In addition, there is no guarantee that
any rating of the Notes and/or the Issuer assigned by any such rating
agency will be maintained by the Issuer following the date of this
Prospectus and the Issuer may seek to obtain ratings of the Notes
and/or the Issuer from other rating agencies.
Selling Restrictions:
The offer and sale of Notes wil be subject to sel ing restrictions in
various jurisdictions, in particular, those of the United States of
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America, The People's Republic of China, Japan, Switzerland, Hong
Kong, Taiwan, Singapore, Australia, the EEA and jurisdictions within
the EEA, including France, Italy, the United Kingdom and the Grand
Duchy of Luxembourg. The Notes may not be sold to any retail
investor (as defined under section "Sel ing Restrictions") in the
European Economic Area.

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