Obligation Générale Société Anonyme 6.75% ( XS0867620725 ) en EUR

Générale Société Anonyme

100 % ▼

France

XS0867620725 ( en EUR )

6.75% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Société Générale S.A XS0867620725 en EUR 6.75%, échue

100 000 EUR

1 000 000 000 EUR

Société Générale S.A. est une banque universelle française offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

Société Générale S.A., une institution bancaire française de premier plan, avait émis une obligation de type perpétuel, identifiée par le code ISIN XS0867620725, portant un coupon annuel de 6,75% versé bi-annuellement ; cette émission, d'un montant total d'un milliard d'euros (1 000 000 000 EUR), libellée en euros et émise en France, était accessible à l'acquisition par lots de 100 000 EUR minimum, et se négociait récemment à 100% de son prix nominal, mais il est désormais confirmé que cette obligation, malgré sa maturité initialement perpétuelle, a atteint sa maturité effective et a été intégralement remboursée, signalant probablement l'exercice d'une option de rachat par l'émetteur.

Series No: 55865EN/14.4, Tranche No: 1
Issue of EUR 1,000,000,000 Undated Deeply Subordinated Resettable Interest Rate Notes
under the 125,000,000,000 Debt Instruments Issuance Programme
Issue price: 100.00 per cent.
The EUR 1,000,000,000 Undated Deeply Subordinated Resettable Interest Rate Notes (the "Notes") will be issued by Société Générale (the
"Issuer") under its 125,000,000,000 Debt Instruments Issuance Programme (the "Programme"). The Notes will constitute direct, unconditional,
unsecured and deeply subordinated obligations of the Issuer, as described in Condition 4 (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 7 April and 7 October in each year (each an "Interest
Payment Date"), from (and including) 7 April 2014 (the "Issue Date") to (but excluding) 7 April 2021 (the "First Call Date") at the rate of 6.750
per cent. per annum. The first payment of interest will be made on 7 October 2014 in respect of the period from (and including) the Issue Date to (but
excluding) 7 October 2014. The rate of interest will reset on the First Call Date and on each Reset Date (as defined in Condition 2 (Interpretation) in
"Terms and Conditions of the Notes") thereafter. 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 5 (Interest and interest cancellation) in "Terms and Conditions of the Notes".
The Current Principal Amount of the Notes may be written down if 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"). 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 6 (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. 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 a Tax Event 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 6 (Loss Absorption and Return to Financial Health).
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.
Based on their respective methodologies, the Notes are expected to be rated BB by Fitch Ratings Ltd ("FitchRatings") and Ba3 by Moody's
Investor Services Ltd ("Moody's") on 7 April 2014. Each of FitchRatings and Moody's 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 30 July 2012). 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 t he light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below.

Global Coordinator, Sole Structuring Advisor and Bookrunner
Société Générale Corporate & Investment Banking

Joint-Lead Managers
Banca IMI
Crédit Agricole CIB
Deutsche Bank
Société Générale Bank & Trust
Société Générale Corporate & Investment Banking

The date of this Prospectus is 3 April 2014

This Prospectus should be read and construed together with any documents incorporated by reference
herein (see "Documents Incorporated by Reference").
This Prospectus has been approved by 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, 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 3 July 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 the Issue Date. The Luxembourg Stock Exchange's regulated market is a regulated market for the
purposes of the Markets in Financial Instruments Directive 2004/39/EC.
No person has been authorised by the Issuer or any Manager (as defined in "Subscription and Sale"
below) 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
authorised by the Issuer or any of the Managers.
No representation or warranty is made or implied by the Managers (other than Société Générale) or
any of their respective affiliates, and neither the Managers (other than Société Générale) 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 Managers 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.
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, the Managers or any of them to any person to subscribe for
or to purchase any Notes.
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 authorised 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 Managers to inform themselves about and to observe any such restrictions (see
"Subscription and Sale").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes
may not be offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S.
2

Internal Revenue Code of 1986, as amended, and regulations thereunder). The Notes may be offered
and sold outside the United States to non U.S. persons in reliance on Regulation S ("Regulation S")
under the Securities Act. For a description of certain restrictions on offers, sales and deliveries of the
Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
The Notes are not deposit liabilities of the Issuer and are not insured by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of Canada,
France, the United States or any other jurisdiction.
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
from the Paris branch of the Issuer and not from its Canadian branch.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the
European Economic Area (each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that
Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the
Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of
the Notes in circumstances in which an obligation arises for the Issuer or any Manager to publish or
supplement a prospectus for such offer. As used herein, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and includes
any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.
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 Managers 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 or any applicable supplement;
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 of the Notes and be familiar with the behaviour of financial markets;
and
3

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 which are complex financial
instruments 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 in
connection with any investment in the Notes. An investor's effective yield on the Notes may be diminished
by certain charges such as taxes, duties, custodian fees on that investor on its investment in the Notes or the
way in which such investment is held.
All references in this Prospectus to "EUR", "" or "euro" are to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union of those members of the European Union which are participating in the European economic
and monetary union.

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, as supplemented
from time to time including the documents incorporated by reference.

STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, SOCIÉTÉ GÉNÉRALE (IN ITS
CAPACITY AS JOINT LEAD MANAGER) AS 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
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 A STABILISING MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END
NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS,
REGULATIONS AND RULES.
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TABLE OF CONTENTS

Page
Risk Factors ........................................................................................................................................................ 6
Documents Incorporated by Reference ............................................................................................................ 18
Terms and Conditions of the Notes .................................................................................................................. 22
Overview of Provisions relating to the Notes while in Global Form ............................................................... 42
Use of Proceeds ................................................................................................................................................ 45
Description of the Issuer ................................................................................................................................... 46
Subscription and Sale ....................................................................................................................................... 47
Taxation ............................................................................................................................................................ 48
General Information ......................................................................................................................................... 51

5

RISK FACTORS
Prospective purchasers of Notes should carefully consider the following information in conjunction
with the other information contained in this Prospectus (including the documents incorporated by
reference see page 25 under the heading "Cross reference list for documents incorporated by reference
- B. Registration Documents") and any Supplement thereto before purchasing Notes.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies that may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in the Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection
with the Notes for other reasons which may not be considered significant risks by the Issuer based on
information currently available to it and which it may not currently be able to anticipate.
The following is a general discussion of certain risks typically associated with the Issuer and the
acquisition and ownership of the Notes. In particular, it does not consider an investor's specific knowledge
and/or understanding about risks typically associated with the Issuer and the acquisition and ownership of
the Notes, whether obtained through experience, training or otherwise, or the lack of such specific
knowledge and/or understanding, or circumstances that may apply to a particular investor.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this section, unless otherwise stated. References to a numbered
"Condition" shall be to the relevant Condition in the Terms and Conditions of the Notes.
RISKS RELATING TO THE ISSUER
The Group is exposed to the risks inherent in its core businesses.
For information on the risks relating to the Issuer and/or the Group, investors should refer to the "Risk
and Capital Adequacy" section on pages 123 to 214 of the 2014 Registration Document of Société Générale
which is incorporated by reference into this Prospectus.
Creditworthiness of the Issuer
The Notes constitute deeply subordinated contractual obligations of the Issuer and of no other person.
The Notes will rank junior in priority of payment to unsubordinated creditors (including depositors) of the
Issuer and other subordinated creditors of the Issuer, as more fully described in the Terms and Conditions of
the Notes. The Issuer issues a large number of financial instruments on a global basis and, at any given time,
the financial instruments outstanding may be substantial. Any investor purchasing the Notes is relying upon
the creditworthiness of the Issuer.
RISKS RELATING TO THE NOTES
Deeply subordinated obligations
The Issuer's obligations under the Notes are unsecured and deeply subordinated and will rank junior
in priority of payment to unsubordinated creditors (including depositors) of the Issuer and to ordinarily
6

subordinated indebtedness of the Issuer, any prêts participatifs granted to the Issuer and any titres
participatifs issued by it (participating loans and participating securities, respectively, each as defined under
French law), as more fully described in the Terms and Conditions of the Notes.
If any judgment is rendered by any competent court declaring the judicial liquidation (liquidation
judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the rights of payment of the
Holders of the Notes shall rank in priority only to any payments to holders of Issuer Shares. In the event of
incomplete payment of unsubordinated creditors in the event of a liquidation, the obligations of the Issuer in
connection with the Notes will be terminated. Holders 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.
Although the Notes may pay a higher rate of interest than notes which are not deeply subordinated,
there is a substantial risk that investors in deeply subordinated notes such as the Notes will lose all or some
of their investment should the Issuer become insolvent.
As of 31 December 2013, the Issuer had indebtedness of 1,182 billion, including but not limited to
debt due to banks, customer deposits (including savings accounts), debt securities, other liabilities and
subordinated indebtedness, all of which are senior to the Notes.
The Issuer is not prohibited from issuing further debt which may rank pari passu with or senior to the
Notes
There is no restriction on the amount of debt that the Issuer may issue that ranks senior to the Notes or
on the amount of securities that it may issue that rank pari passu with the Notes. The issue of any such debt
or securities may reduce the amount recoverable by investors upon the Issuer's bankruptcy. If the Issuer's
financial condition were to deteriorate, the Holders could suffer direct and materially adverse consequences,
including suspension of interest and reduction of interest and principal and, if the Issuer were liquidated
(whether voluntarily or involuntarily), the Holders could suffer loss of their entire investment.
As of 31 December 2013, the Issuer had 6.7 billion of indebtedness outstanding that ranks pari passu
with the Notes in the event of liquidation.
There are no events of default under the Notes
The Terms and Conditions of the Notes do not provide for events of default allowing acceleration of
the Notes if certain events occur. Accordingly, if the Issuer fails to meet any obligations under the Notes,
including the payment of any interest, investors will not have the right of acceleration of principal. Upon a
payment default, the sole remedy available to Holders for recovery of amounts owing in respect of any
payment of principal or interest on the Notes will be the institution of proceedings to enforce such payment.
Notwithstanding the foregoing, the Issuer will not, by virtue of the institution of any such proceedings, be
obliged to pay any sum or sums sooner than the same would otherwise have been payable by it.
In certain circumstances, the Issuer may decide not to pay interest on the Notes or be required by the
terms of the Notes not to pay such interest
The Issuer may elect, and in certain circumstances shall be required, not to pay all or some of the
Interest Amounts falling due on the Notes on any Interest Payment Date. The Issuer is required to cancel the
payment of all or some of the Interest Amounts falling due on the Notes: (a) if and to the extent that the
Interest Amounts, when aggregated together with distributions on all other own funds instruments (not
including any Tier 2 instruments), paid or scheduled for payment in the then current financial year, exceed
the amount of Distributable Items and (b) if and to the extent that such payment would cause, when
aggregated together with distributions of the kind referred to in Article 141(2) of the Capital Requirements
Directive, the Maximum Distributable Amount then applicable to the Issuer to be exceeded. See Condition
5.9 of the Notes (Interest and interest cancellation Cancellation of Interest Amount).
7

Any interest not so paid on any such Interest Payment Date shall be cancelled and shall no longer be
due and payable by the Issuer. A cancellation of interest pursuant to Condition 5 does not constitute a
default under the Notes for any purpose.
Any actual or anticipated cancellation of interest on the Notes will likely have an adverse effect on the
market price of the Notes. In addition, as a result of the interest cancellation provisions of the Notes, the
market price of the Notes may be more volatile than the market prices of other debt securities on which
interest accrues that are not subject to such cancellation and may be more sensitive generally to adverse
changes in the Issuer's financial condition. Any indication that the Issuer's Common Equity Tier 1 capital
ratio is trending towards the minimum combined buffer may have an adverse effect on the market price of
the Notes.
The Issuer may reduce the principal amount of the Notes to absorb losses
The Notes are being issued for capital adequacy regulatory purposes with the intention and purpose of
being eligible as Tier 1 Capital of the Issuer. Such eligibility depends upon a number of conditions being
satisfied, which are reflected in the Terms and Conditions of the Notes. One of these relates to the ability of
the Notes and the proceeds of their issue to be available to absorb any losses of the Issuer. Accordingly, if
the Issuer's Common Equity Tier 1 capital ratio falls below 5.125 per cent., the Current Principal Amount of
the Notes may be reduced. See Condition 6 of the Notes (Loss Absorption and Return to Financial Health).
Holders may lose all or some of their investment as a result of a Write Down. If any judgment is
rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) of the Issuer or if
the Issuer is liquidated for any other reason prior to the Notes being written up in full pursuant to Condition
6, Holders' claims for principal will be based on the reduced Current Principal Amount of the Notes.
Further, during the period of any Write Down pursuant to Condition 6, interest will accrue on the Current
Principal Amount of the Notes, which shall be lower than the Original Principal Amount.
The extent to which the Issuer makes a profit from its operations (if any) will affect whether the
principal amount of the Notes may be reinstated to their Original Principal Amount. The Issuer will not in
any circumstances be obliged to write up the principal amount of the Notes, but any write up must be
undertaken on a pro rata basis with any other Tier 1 instruments providing for a reinstatement of principal
amount in similar circumstances (see definition of Discretionary Temporary Write-Down Instrument in
Condition 2 of the Notes (Interpretation)). See Condition 6.3 of the Notes (Return to Financial Health).
The market price of the Notes is expected to be affected by fluctuations in the Issuer's Common
Equity Tier 1 capital ratio. Any indication that the Issuer's Common Equity Tier 1 capital ratio is trending
towards 5.125 per cent. may have an adverse effect on the market price of the Notes. The level of the
Issuer's Common Equity Tier 1 capital ratio may significantly affect the trading price of the Notes.
The Issuer's Common Equity Tier 1 capital ratio will be affected by a number of factors, any of
which may be outside the Issuer's control, as well as by its business decisions and, in making such
decisions, the Issuer's interests may not be aligned with those of the Holders of the Notes
The occurrence of a Loss Absorption Event is inherently unpredictable and depends on a number of
factors, any of which may be outside the Issuer's control. The calculation of the Issuer's Common Equity
Tier 1 capital ratio could be affected by one or more factors, including, among other things, changes in the
mix of the Group's business, major events affecting its earnings, dividend payments by the Issuer, regulatory
changes (including changes to definitions and calculations of regulatory capital ratios and their components)
and the Group's ability to manage risk-weighted assets in both its ongoing businesses and those which it may
seek to exit. Such ratio will also depend on the Group's decisions relating to its businesses and operations, as
well as the management of its capital position, and may be affected by changes in applicable accounting
rules, or by changes to regulatory adjustments which modify the regulatory capital impact of accounting
rules. The Issuer will have no obligation to consider the interests of Holders in connection with its strategic
decisions, including in respect of its capital management. Holders will not have any claim against the Issuer
or any other member of the Group relating to decisions that affect the business and operations of the Group,
8

including its capital position, regardless of whether they result in the occurrence of the relevant trigger event.
Such decisions could cause Holders to lose all or part of the value of their investment in the Notes.
Loss absorption at the point of non-viability of the Issuer and resolution
The French banking law dated 26 July 2013 on separation and regulation of banking activities (loi de
séparation et de régulation des activités bancaires) has established, among other things, a resolution regime
applicable to French banks that gives resolution powers to a new Resolution Board of the French Prudential
Supervisory Authority, renamed the Autorité de contrôle prudentiel et de résolution ("ACPR"). The law
provides that the French resolution authority may, at its discretion and when the point of non-viability is
considered by the ACPR to have been reached with respect to such bank, require such bank to cancel or
reduce its share capital, and subsequently if necessary write down, cancel or convert its deeply subordinated
notes (such as, in the case of the Issuer, the Notes) and thereafter its subordinated instruments (including
Tier 2 instruments) to absorb losses as estimated in a preliminary valuation. As a result, capital instruments
such as the Notes may be subject to write-down or conversion to common equity tier 1 instruments upon the
occurrence of such an event, which may result in Holders losing some or all of their investment in the Notes.
The exercise of any such power by the ACPR or any suggestion or anticipation by the financial markets of
such exercise could materially adversely affect the value of the Notes.
In addition, on 20 December 2013, the Council of the European Union published a near-final draft of
the legislative proposal for a directive providing for the establishment of an EU-wide framework for the
recovery and resolution of credit institutions and investment firms (the "RRD") initially published by the
European Commission on 6 June 2012. The stated aim of the draft RRD is to provide relevant authorities
with common tools and powers to address banking crises pre-emptively in order to safeguard financial
stability and minimize taxpayers' exposure to losses.
The powers provided to "resolution authorities" in the draft RRD include write down/conversion
powers to ensure that capital instruments (including Additional Tier 1 capital instruments such as the Notes
and Tier 2 capital instruments) fully absorb losses at the point of non-viability of the issuing institution.
These powers allow also the resolution authorities to require that issuers write down or convert their capital
instruments when they determine that the institution will no longer be viable unless this power is exercised.
Accordingly, the draft RRD contemplates that resolution authorities will be authorised to require that banks
write down such capital instruments , or convert them into common equity tier 1 instruments, to the extent
required and up to their capacity ("RRD Non-Viability Loss Absorption"), immediately before the
application of any other resolution action, if any (as described below). The draft RRD currently provides,
inter alia, that resolution authorities shall exercise the write down power in a way that results in (i) common
equity tier 1 instruments being written down first in proportion to the relevant losses and (ii) thereafter, the
principal amount of other capital instruments (including Additional Tier 1 capital instruments such as the
Notes and Tier 2 capital instruments) being written down potentially on a permanent basis or converted into
common equity tier one.
The point of non-viability under the draft RRD is the point at which the national resolution authority
determines the institution has reached the condition for resolution, defined as:
(a)
the institution is failing or likely to fail, which means
(i)
the institution has incurred/is likely to incur in a near future losses depleting all or
substantially all its own funds; and/or
(ii)
the assets are/will be in a near future less than its liabilities; and/or
(iii)
the institution is/will be in a near future unable to pay its debts or other liabilities
as they fall due; and/or
(iv)
the institution requires public financial support (except when the State decides to
provide exceptional public support in the form defined in the draft RRD);
9

(b)
there is no reasonable prospect that a private action would prevent the failure; and
(c)
a resolution action is necessary in the public interest.
Except for an additional bail-in tool (which comprises a more general power for resolution
authorities to write down or convert into equity the claims of unsecured creditors of a failing institution,
including senior debt, which will apply as of January 2016 at the latest), the draft RRD contemplates that its
provisions (including the RRD Non-Viability Loss Absorption with respect to capital instruments) will be
applied in Member States as of January 2015.
The draft RRD currently represents the implementation in the European Economic Area of the non-
viability requirements set out in the press release dated 13 January 2011 issued by the Basel Committee on
Banking Supervision (the "Basel Committee") entitled "Minimum requirements to ensure loss absorbency
at the point of non-viability" (the "Basel III Non-Viability Requirements"). The Basel III Non-Viability
Requirements form part of the broader Basel III package of new capital and liquidity requirements intended
to reinforce capital standards and to establish minimum liquidity standards for credit institutions.
The Basel Committee contemplated implementation of the Basel III reforms as of 1 January 2013.
These reforms in the European Economic Area have been implemented by way of the Directive 2013/36/EU
of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions
on prudential requirements for credit institutions and investment firms ("CRD IV") and the Regulation (EU)
n°575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for
credit institutions and investment firms ("CRR"). These texts were published in the Official Journal of the
European Union on 27 June 2013. They are applicable as of 1 January 2014. CRR provides that the Basel III
Non-Viability Requirements are implemented in the European Economic Area by way of the RRD and the
RRD Non-Viability Loss Absorption.
In addition to RRD Non-Viability Loss Absorption, the draft RRD provides resolution authorities
with broader powers to implement other resolution measures with respect to distressed banks, which may
include (without limitation) the sale of the bank's business, the separation of assets, the replacement or
substitution of the bank as obligor in respect of debt instruments, modifications to the terms of debt
instruments (including altering the maturity and/or the amount of interest payable and/or imposing a
temporary suspension on payments) and discontinuing the listing and admission to trading of financial
instruments.
The draft RRD must be finalised and adopted by the European Parliament before it is transposed into
national legislations by the end of 2014. Accordingly, it is not yet possible to assess the full impact of the
relevant loss absorption provisions.
There can be no assurance that, once implemented, the existence of applicable loss absorption
provisions or the taking of any actions currently contemplated or as finally reflected in such provisions
would not materially adversely affect the price or value of a Holder's investment in the Notes and/or the
ability of the Issuer to satisfy its obligations under the Notes.
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