Obligation Générale Société 8.75% ( XS0454569863 ) en USD

Générale Société

100 % ▲

France

XS0454569863 ( en USD )

8.75% par an ( paiement semestriel )

Obligation remboursée le 07/04/2015 - Obligation échue ( La date du prochain call est le 07/04/2015 )

Prospectus brochure de l'obligation Société Générale XS0454569863 en USD 8.75%, échue

2 000 USD

1 000 000 000 USD

BBB- ( Qualité moyenne inférieure )

Cette obligation a été émise en 2009, à une période où les banques avaient besoin de renforcer leurs fonds propres d'où le taux d'intérêt élevé.
Cette obligation sera sans doute remboursée à date du prochain call, c'est à dire le 07 avril 2015.

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 XS0454569863 émise par Société Générale (France) en USD, d'un montant total de 1 000 000 000 USD avec un prix actuel au marché de 100%, un taux d'intérêt de 8,75%, une taille minimale à l'achat de 2 000 USD, une fréquence de paiement de 2 et notée BBB- par S&P et Baa par Moody's, est arrivée à maturité et a été remboursée le 07/04/2015.

PROSPECTUS DATED 6 OCTOBER 2009
SOCIÉTÉ GÉNÉRALE
(incorporated in the Republic of France as a société anonyme)
http://www.oblible.com USD 1,000,000,000
UNDATED DEEPLY SUBORDINATED FIXED RATE NOTES
Issue Price: 100%
The USD 1,000,000,000 undated deeply subordinated fixed rate notes (the Notes) of Société Générale (the Issuer) will be issued outside the French
Republic on 7 October 2009 (the Issue Date) in the denomination of USD 2,000 each. The Notes have no final maturity date and holders of the Notes
do not have the right to call for their redemption.
The Notes will bear interest from (and including) the Issue Date, at a fixed rate of 8.75 per cent. per annum payable semi-annually in arrear on 7
April and 7 October in each year and commencing on 7 April 2010, as further described in "Terms and Conditions of the Notes Interest and Interest
Suspension".
On 7 April 2015 and on any Interest Payment Date (as defined in Condition 1 of the Notes) thereafter, the Issuer, subject to having given not less than
30, and not more than 45, calendar days' prior notice to the Noteholders (which notice shall be irrevocable) and subject to prior approval of the
Secrétariat général de la Commission bancaire (the SGCB) in France, may, at its option, redeem all, but not some only, of the Notes at their
Redemption Amount (as defined in Condition 1 of the Notes).
For so long as compulsory interest provisions do not apply, the Issuer may elect, and in certain circumstances shall be required, not to pay
interest falling due on the Notes on any Interest Payment Date. Any interest not paid on such date shall be forfeited and no longer be due
and payable by the Issuer, as further described in "Terms and Conditions of the Notes - Interest and Interest Suspension".
The Notes will be offered to (i) institutional investors by means of private placements in various jurisdictions in accordance with applicable
regulations and (ii) the public in Austria, Germany, Ireland, Luxembourg, the Netherlands, Portugal, Spain, Switzerland and the United Kingdom for
a limited period, as described herein (See the section entitled "Details of the Offers"). In accordance with the European passporting mechanism set out
in the Prospectus Directive (as defined below), application has been made for a certificate of approval attesting the Prospectus to be drawn up in
accordance with the Prospectus Directive and to be provided by the CSSF (as defined below) to the relevant competent authorities in Austria,
Germany, Ireland, the Netherlands, Portugal, Spain and the United Kingdom. The Issuer may request the CSSF to provide such certificate of approval
to the relevant competent authorities in other member states of the European Economic Area.
The Current Principal Amount (as defined in Condition 1 of the Notes) of the Notes may be written down if certain regulatory events occur.
Following such reduction, the Current Principal Amount can be written back up if certain conditions are met, as further described in "Terms and
Conditions of the Notes - Loss Absorption and Return to Financial Health".
Upon the occurrence of certain regulatory or tax events, all (but not some only) of the Notes may, and in certain circumstances shall, be redeemed at
their Redemption Amount, subject to the prior approval of the SGCB. See the section entitled "Terms and Conditions of the Notes - Redemption and
Purchase".
The obligations of the Issuer in respect of principal and interest on the Notes (which constitute obligations) are direct, unconditional, unsecured and
deeply subordinated obligations of the Issuer and rank and will rank pari passu among themselves and with all other present and future Support
Agreement Claims and Tier 1 Subordinated Notes but shall be subordinated to present and future prêts participatifs granted to the Issuer and present
and future titres participatifs, Ordinarily Subordinated Obligations and Unsubordinated Obligations of the Issuer as further described in "Terms and
Conditions of the Notes - Status of the Notes and Subordination".
The Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) is the competent authority in Luxembourg for the purpose of
Directive n°2003/71/EC (the Prospectus Directive) and the Luxembourg law on prospectuses for securities of 10 July 2005, for the purpose of
approving this Prospectus. Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the
Luxembourg Stock Exchange and admitted to trading on the regulated market (regulated by Directive 2004/39/EC) of the Luxembourg Stock
Exchange.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited
on the Issue Date with a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream,
Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note
and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 17 November 2009 (the Exchange Date),
upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in
certain limited circumstances - see the section entitled "Summary of Provisions relating to the Notes while represented by the Global Notes".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act), as amended. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons and are subject to U.S. tax law requirements.
The Notes are expected to be assigned, on issue, a rating of "A1 (the outlook on this rating is negative)" by Moody's Investors Service, Inc, (Moody's)
and a rating of "BBB+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P). The ratings address the
Issuer's ability to perform its obligations under the terms of the Notes. A rating is not a recommendation to buy, sell or hold the Notes and may be
subject to suspension, reduction or withdrawal at any time by Moody's or S&P. A suspension, reduction or withdrawal of either rating assigned to the
Notes may adversely affect the market price of the Notes.

An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular the information set out in the section entitled "Risk Factors" before making a decision to
invest in the Notes.
Bookrunners and Joint Lead Managers
HSBC

J.P. Morgan

Société Générale Bank & Trust

UBS Investment Bank
2

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained or incorporated by reference in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Certain information contained in this Prospectus and/or documents incorporated herein by reference has
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
In this Prospectus, unless the context otherwise requires, (i) references to the Issuer or to Société Générale
mean Société Générale (parent company) and (ii) references to the Société Générale Group or the Group
mean Société Générale and its consolidated subsidiaries.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see the section entitled "Documents Incorporated by Reference"). This Prospectus shall be read and
construed on the basis that such documents are incorporated in, and form part of, this Prospectus.
This Prospectus comprises a prospectus for the purpose of (i) Article 5.3 of the Prospectus Directive and (ii)
the relevant implementing measures in the Grand Duchy of Luxembourg and, in each case, for the purpose
of giving information with regard to the Issuer.
The Joint Lead Managers (as defined in the section entitled Summary) have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied,
is made and no responsibility or liability is accepted by the Joint Lead Managers 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 in connection with the issue and sale of the Notes. The Joint Lead
Managers do not accept any liability in relation to the information contained or incorporated by reference in
this Prospectus or any other information provided by the Issuer in connection with the issue and sale of the
Notes.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the
Joint Lead Managers to give any information or to make any representation not contained in or not
consistent with this Prospectus and if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or the Joint Lead Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the issue and sale of
the Notes is correct as of any time subsequent to the date indicated in the document containing the same.
The Joint Lead Managers do not undertake to review the financial condition or affairs of the Issuer during
the life of the Notes or to advise any investor in the Notes of any information coming to its attention.
Investors should review, inter alia, the most recently published documents incorporated by reference into
this Prospectus when deciding whether or not to subscribe for or to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.
3

In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of (a) the Issuer, its business, its financial condition and affairs and
(b) the terms of the offering, including the merits and risks involved. The contents of this Prospectus are not
to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers
as to legal, tax, financial, credit and related aspects of an investment in the Notes. Potential investors
should, in particular, read carefully the section entitled "Risk Factors" set out below before making a
decision to invest in the Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or
that any 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 Lead Managers which would permit a public offering of any Notes or distribution of this Prospectus in
any jurisdiction where action for that purpose is required other than as described in the section entitled
"Subscription and Sale". Accordingly, no Notes may 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 Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of
Notes in the United States, the United Kingdom, EEA, France, Italy, Ireland, Hong Kong, Portugal and
Singapore. See the section entitled "Subscription and Sale".
In this Prospectus, unless otherwise specified or the context requires, references to USD and $ refer to the
currency of the United States of America and references to "Euro", "EUR" and "" are to the single currency
of the participating member states of the European Economic and Monetary Union.
In connection with the issue of the Notes, J.P. Morgan Securities Ltd. (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,
there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager)
will undertake stabilisation action. 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 30 days after the issue date of the Notes and 60 days
after the date of the allotment of the relevant Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in
accordance with all applicable laws and rules.
Any amendments of the Terms and Conditions of the Notes will be subject to the prior approval of the
Secrétariat général de la Commission bancaire.
4

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements
that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and
include any statement that does not directly relate to a historical fact or current fact. The Issuer and the
Group may also make forward-looking statements in its audited annual financial statements, in its interim
financial statements, in its prospectuses, in press releases and other written materials and in oral statements
made by its officers, directors or employees to third parties. Forward-looking statements are typically
identified by words or phrases such as, without limitation, "anticipate", "assume", "believe", "continue",
"estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by
future or conditional verbs such as, without limitation, "will", "should", "would" and "could." Undue reliance
should not be placed on such statements, because, by their nature, they are subject to known and unknown
risks, uncertainties, and other factors. Please refer to the section entitled "Risk Factors" below.
5

TABLE OF CONTENTS
Section
Page
Summary...................................................................................................................................................... 7
Risk Factors ............................................................................................................................................... 17
Documents Incorporated by Reference........................................................................................................ 24
Details of the Offers ................................................................................................................................... 30
Terms and Conditions of the Notes ............................................................................................................. 33
Summary of Provisions relating to the Notes while represented by the Global Notes ................................... 50
Use of Proceeds.......................................................................................................................................... 53
Description of Société Générale and Société Générale Group...................................................................... 54
Capital Adequacy of the Société Générale Group........................................................................................ 55
Recent Developments ................................................................................................................................. 59
Taxation ..................................................................................................................................................... 62
Subscription and Sale ................................................................................................................................. 70
General Information ................................................................................................................................... 75
6

SUMMARY
This Summary must be read as an introduction to this Prospectus and any decision to invest in any Notes
should be based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference. Following the implementation of the relevant provisions of the Prospectus Directive in each
Member State of the European Economic Area, no civil liability will attach to the Issuer in any such Member
State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of this Prospectus. Where a claim relating to
information contained in this Prospectus is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Prospectus before the legal proceedings are
initiated.
Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them
in the section entitled "Terms and Conditions of the Notes".
Issuer:
Société Générale is one of the leading financial services groups in
Europe, operating in 82 countries and employing 163,082 staff from
122 different nationalities. The Group is organised around five core
businesses: French Networks, International Retail Banking, Financial
Services, Global Investment Management & Services and Corporate &
Investment Banking.
As at 30 June 2009, Société Générale had total consolidated assets of
1,059 billion, 37.9 billion in shareholders' equity (excluding minority
interests).
For the six month period ended 30 June 2009, Société Générale had a
net banking income of 10,629 million and a Group net income of 31
million.
Risk factors relating to the There are certain factors that may affect the Issuer's ability to fulfil its
Issuer:
obligations under the Notes. Prior to making an investment decision,
prospective investors should read this Prospectus and consider carefully
the matters discussed under "Risk Factors" below. In particular,
prospective investors should consider the following risk factors related
to the Issuer:
·
General banking risks, namely: credit risk (including country
risk), market risk, operational risk, equity risk, structural
interest and exchange rate risk, liquidity risk, strategic risk,
business risk and reputational risk;
·
Insurance risk through the Issuer's insurance subsidiaries
(mainly Sogecap);
·
The Issuer's management policies, procedures and methods
may leave it exposed to unidentified or unanticipated risks,
which could lead to material losses; and
·
The Issuer is subject to the development of the global economic
crisis.
7

Description:
USD 1,000,000,000 Undated Deeply Subordinated Fixed Rate Notes
(the Notes).
Bookrunners and Joint Lead HSBC Bank plc, J.P. Morgan Securities Ltd., Société Générale Bank &
Managers:
Trust and UBS Limited
Fiscal Agent and Paying Agent:
Société Générale Bank & Trust.
Calculation Agent:
Société Générale Bank & Trust.
Denomination:
USD 2,000 per Note.
Original Principal Amount:
USD 2,000 per Note, not taking into account any Loss Absorption or
Reinstatement, pursuant to Conditions 5.1 (Loss Absorption) and 5.2
(Return to Financial Health).
Current Principal Amount:
At any time, the principal amount of each Note calculated on the basis
of the Original Principal Amount of such Note as such amount may be
reduced, on one or more occasions pursuant to the application of the
Loss Absorption mechanism and/or reinstated on one or more occasions
following a Return to Financial Health.
Maturity:
The Notes will be undated securities of the Issuer with no fixed
redemption or maturity date.
Form of the Notes:
The Notes will be in bearer form in the denomination of USD 2,000.
The Notes will initially be represented by the Temporary Global Note,
without interest coupons or talons, which will be deposited with a
common depositary for Euroclear and Clearstream, Luxembourg on or
about the Issue Date. The Temporary Global Note will be
exchangeable for interests in the Permanent Global Note, without
interest coupons or talons, not earlier than 40 days after the Issue Date
upon certification of non-U.S. beneficial ownership. The Permanent
Global Note will be exchangeable for definitive Notes only in the
limited circumstances set out in the Permanent Global Note, as
described under "Summary of Provisions relating to the Notes while
represented by the Global Notes" below.
Status of the Notes:
The Notes are undated deeply subordinated notes 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 principal and interest on the
Notes (which constitute obligations) are direct,
unconditional,
unsecured and deeply subordinated obligations of the Issuer and rank
and will rank pari passu among themselves and with all other present
and future Support Agreement Claims and Tier 1 Subordinated Notes
but shall be subordinated to present and future prêts participatifs
granted to the Issuer and present and future titres participatifs,
Ordinarily Subordinated Obligations and Unsubordinated Obligations
of the Issuer.
The principal and interest of the Notes shall rank in priority to Issuer
Shares. In the event of liquidation, the principal and interest of the
8

Notes shall rank in priority to any payments to holders of Issuer Shares.
Negative Pledge:
There will be no negative pledge in respect of the Notes and no
limitations on issuing or guaranteeing further debt either by the Issuer
or any other member of the Group.
Events of Default:
There will be no events of default in respect of the Notes. However, the
Notes must be redeemed in the event of liquidation of the Issuer.
Interest:
Each Note bears interest on its Current Principal Amount at a fixed rate
of 8.75 per cent. per annum from (and including) 7 October 2009 (the
Issue Date), payable semi-annually in arrear on 7 April and 7 October
in each year (each, an Interest Payment Date). The first Interest
Payment Date shall be 7 April 2010.
Interest payments are subject to the provisions set forth below under
"Interest Payments", "Loss Absorption" and "Reinstatement".
Interest Payments:
Compulsory Interest and Optional Interest
(a)
On any Compulsory Interest Payment Date
The Issuer shall, on each Compulsory Interest Payment Date,
for so long as the compulsory interest provisions apply (as set
out in the definition of Compulsory Interest Payment Date), pay
interest in respect of the Notes accrued to that date in respect of
the Interest Period ending on (but excluding) such Compulsory
Interest Payment Date.
Interest on each Note with respect to, and falling due on, any
Compulsory Interest Payment Date will be calculated on the
basis of its Current Principal Amount.
(b)
On any Optional Interest Payment Date
For so long as the compulsory interest provisions do not apply,
the Issuer may elect not to pay interest on any Optional Interest
Payment Date in particular with a view to restoring its
regulatory capital in order to ensure the continuity of its
activities.
On any Optional Interest Payment Date, the Issuer may, at its
option, pay interest in respect of the Notes accrued to that date
in respect of the Interest Period ending on (but excluding) such
Optional Interest Payment Date, but subject to such election
and decision having been made as described above, the Issuer
shall have no obligation to make such payment and any such
failure to pay shall not constitute a default by the Issuer under
the Notes or for any other purpose.
Interest on each Note with respect to, and falling due on, any
Optional Interest Payment Date will be calculated on the basis
of its Current Principal Amount.
Save as otherwise provided, any interest not paid on an
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Optional Interest Payment Date will be forfeited and
accordingly will no longer be due and payable by the Issuer.
Interest will cease to accrue from (and including) the date of the
occurrence of a Supervisory Event to (but excluding) the date
of the occurrence of the End of Supervisory Period.
Optional Interest and Supervisory Event
(c)
Interest Payable on Optional Interest Payment Dates following
the occurrence of a Supervisory Event
In the event that a Supervisory Event occurs during the Interest
Period ending on (but excluding) an Optional Interest Payment
Date:
(i)
the payment of Broken Interest, if any, in respect of
each Note shall automatically be suspended and, in
addition, the amount of Broken Interest may be reduced
to absorb losses in accordance with Condition 5.1; and
(ii)
no interest on the Notes shall accrue nor be payable by
the Issuer with respect to the remaining period in such
Interest Period or any other Interest Period during the
period starting on (and including) the date of the
Supervisory Event and ending on (but excluding) the
date of the occurrence of the End of Supervisory
Period.
(d)
Interest Payable on Optional Interest Payment Dates after End
of Supervisory Period
At the option of the Issuer, any Broken Interest, to the extent
not reduced to absorb losses in accordance with Condition 5.1
(Loss Absorption), may be paid on the first Optional Interest
Payment Date falling on or after the date of the occurrence of
the End of Supervisory Period. Any Broken Interest not paid
by the Issuer on such first Optional Interest Payment Date will
be forfeited.
Loss Absorption:
In the event of the occurrence of a Supervisory Event, the board of
directors of the Issuer will convene an extraordinary shareholders'
meeting during the 3 months following the occurrence of the
Supervisory Event in order to propose a share capital increase or any
measure regarded as necessary or useful to remedy the Supervisory
Event. The Issuer shall not be required to convene an extraordinary
shareholders' meeting pursuant to Condition 5 (Loss Absorption and
Return to Financial Health) if the board of directors has the power to
decide such share capital increase. If the share capital increase or any
proposed measures are not accepted by the extraordinary shareholders'
meeting or if the share capital increase is not sufficiently subscribed to
remedy the Supervisory Event, or if the Supervisory Event remains on
the last day of the financial half year during which the Supervisory
Event has occurred, the board of directors of the Issuer will implement,
within 10 Business Days following the last day of this financial half
10