Obligation Générale Société 3% ( XS1853255989 ) en USD

Générale Société

100 % ▲

France

XS1853255989 ( en USD )

3% par an ( paiement semestriel )

04/10/2023 - Obligation échue

Prospectus brochure de l'obligation Societe Generale XS1853255989 en USD 3%, échue

2 000 USD

7 000 000 USD

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 émise par Générale Société ( France ) , en USD, avec le code ISIN XS1853255989, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/10/2023

BASE PROSPECTUS DATED 24 August 2018

SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
as Issuer
as Issuer
(incorporated in Luxembourg)
(incorporated in Germany)

Debt Instruments Issuance Programme

Under the Debt Instruments Issuance Programme (the Programme), each of Société Générale, SG Issuer and Société Générale Effekten GmbH (each an Issuer and together the
Issuers) may from time to time issue Notes (the Notes) denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant Purchaser(s) (as
defined below).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (as defined in "Terms and Conditions of the German Law Notes"), any reference in the
relevant section of this Base Prospectus and in the applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a reference to "Certificates" and
"Certificateholders".
Notes issued under the Programme may either be unsecured or secured (Secured Notes), as specified in the applicable Final Terms and as further described herein.
Payments in respect of Notes issued by SG Issuer or Société Générale Effekten GmbH will be unconditionally and irrevocably guaranteed by Société Générale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed under the
Programme from time to time (each a Dealer and together the Dealers). Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to
as Purchasers. The terms and conditions of the German Law Notes (the German Law Notes) are set out herein in the "Terms and Conditions of the German Law Notes".
German Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the German Law
Notes"). Bearer Notes may be represented by one or more Global Notes (as defined in the section headed "Terms and Conditions of the German Law Notes").
Bearer Notes (other than Bearer SIS Notes) will be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes or NGN), a
common safekeeper (Common Safekeeper) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, S.A. (Clearstream,
Luxembourg) and Clearstream Banking AG, Germany (Clearstream, Germany). Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with the Swiss
securities services corporation SIX SIS Ltd (SIS) or any other intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss Exchange).
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005, as amended, which implements the Prospectus Directive (the Luxembourg Act) to approve this document as a base prospectus. Such
application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year or to Notes (which are not publically
offered) to be admitted to trading on the Euro MTF (as defined below). By approving this Base Prospectus, the CSSF gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality or solvency of the Issuers in line with the provisions of article 7(7) of the Luxembourg Act. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on (i) the Luxembourg Stock Exchange's regulated market and to be listed on the
Official List of the Luxembourg Stock Exchange and (ii) the multilateral trading facilities Euro MTF of the Luxembourg Stock Exchange (the Euro MTF). The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instrument Directive 2014/65/EU of 15 May 2014 (as amended, MiFID II) (a
Regulated Market). The Euro MTF is not Regulated Market but it is subject to the supervision of the CSSF. Notes issued under the Programme may also be unlisted or listed and
admitted to trading on any other market, including any other Regulated Market in any Member State of the EEA and/or offered to the public in any Member State of the EEA. The
applicable Final Terms in respect of the issue of any Notes (as defined below) will specify whether or not such Notes will be listed and admitted to trading on any market and/or
offered to the public in any Member State of the EEA and, if so, the relevant market.
Application has also been made to SIX Swiss Exchange to approve this document as an "issuance programme" for the listing of derivatives and an "issuance programme" for the
listing of bonds, both in accordance with the listing rules of SIX Swiss Exchange. In respect of Notes to be listed on SIX Swiss Exchange, this Base Prospectus and the applicable
Final Terms will constitute the listing prospectus pursuant to the listing rules of SIX Swiss Exchange.
The Notes and any guarantee thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or under the
securities law of any state or political sub-division of the United States, and trading in the Notes has not been approved by the Commodities Futures Trading Commission (the CFTC)
under the United States Commodities Exchange Act of 1935, as amended (the CEA). No person has registered and no person will register as a commodity pool operator of any
Issuer under the CEA and the rules thereunder (the CFTC Rules) of the CFTC, and no Issuer has been and no Issuer will be registered as an investment company under the United
States Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the Investment Company Act). The Notes are being offered and sold in reliance
on an exemption from the registration requirements of the Securities Act pursuant to Regulation S thereunder (Regulation S).
Accordingly, the Notes may not be offered, sold, pledged or otherwise transferred except in an "offshore transaction" (as defined under Regulation S) to or for the account or benefit
of a person who (a) is not a U.S. person as defined in Rule 902(k)(1) of Regulation S; and (b) is not a person who comes within any definition of U.S. person for the purposes of the
CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a "Non-United States person" defined under CFTC
Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not "Non-United States persons," shall be considered a
U.S. person) (such a person or account, Permitted Transferee). The Notes described herein are available only to Permitted Transferees.
The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes admitted to trading on the Euro MTF and/or listed on SIX Swiss Exchange.
The CSSF assumes therefore no responsibility in relation to the issues of Notes admitted to trading on the Euro MTF and/or listed on SIX Swiss Exchange.
The Notes are being offered and sold outside the United States to non-U.S. persons. The Notes are not being offered to investors in the United States or to any U.S. persons,
including qualified institutional buyers.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes which are applicable to each Tranche (as defined in the Terms
and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms) which (except in the case of Private Placement Notes or Notes that must be
distributed in or from Switzerland exclusively to Swiss Qualified Investors (all as defined in the sections entitled "Terms and Conditions of the German Law Notes")) will be filed with
the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed
between the relevant Issuer, the Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
U.S. Treasury regulations issued under Section 871(m) of the U.S. Internal Revenue Code of 1986 (the Section 871(m) Regulations) generally impose a 30% withholding tax on
dividend equivalents paid or deemed paid (within the meaning of the relevant Section 871(m) Regulations) to a non-United States holder (a Non-U.S. Holder) with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities (U.S. Underlying Equities). Specifically, and subject to the exemption for 2017 and 2018 set out in
Notice 2017-42 (the Notice), the Section 871(m) Regulations will generally apply to Notes issued on or after 1 January 2017 that substantially replicate the economic performance of
one or more U.S. Underlying Equities as determined by the Issuer on the date for such Notes as of which the expected delta of the product is determined by the Issuer based on tests
in accordance with the applicable Section 871(m) Regulations (for the purposes of the Notice, such Notes are deemed "delta-one" instruments) (the Specified Notes). A Note linked
to U.S. Underlying Equities which the Issuer has determined not to be a Specified Note will not be subject to withholding tax under Section 871(m) Regulations. Investors are advised

that the Issuer's determination is binding on all Non-U.S. Holders of the Notes, but it is not binding on the United States Internal Revenue Service (the IRS) and the IRS may
therefore disagree with the Issuer's determination.

The applicable Final Terms will specify if the Notes are Specified Notes, and, if so, whether the Issuer or its withholding agent will withhold tax under Section 871(m) Regulations and
the rate of the withholding tax. Investors should note that if the Issuer or any withholding agent determines that withholding is required, neither the Issuer nor the withholding agent
will be required to gross up any amounts withheld in connection with a Specified Note. Investors should consult their tax adviser regarding the potential application of Section 871(m)
Regulations to their investment in the Notes.

The Notes may be rated at the latest on the relevant Issue Date by one or more rating agencies. The rating(s) of the Notes (if any) will be specified in the applicable Final Terms,
including as to whether or not such credit ratings are issued by credit rating agencies established in the European Union, registered (or which have applied for registration) under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 August 2009, as amended (the CRA Regulation) and are included in the list of credit rating
agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-and-
certified-CRAs).
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European
Union and registered under the CRA Regulation unless the rating is provided by a credit agency operating in the European Union before 7 June 2010 which has submitted an
application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change, or withdrawal at any time by the assigning rating agency without notice.

IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes state that "Prohibition of Sales to EEA Retail Investors" are Applicable, 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 European Economic Area (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 MiFID II; or (ii) a customer within the meaning
of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, 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/ target market the Final Terms in respect of any Notes will include a legend entitled "MiFID II product governance". Any person subsequently
offering, selling or recommending the Notes (a distributor) should take into consideration the 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 target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the Product Governance rules under EU Delegated 2017/593 (the MiFID Product
Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger or the Dealer nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR or SGI Indices, which are respectively provided by the European Money Markets Institute
(EMMI), ICE Benchmark Administration Limited (ICE,) and SGI. Amounts payable under the Notes may also be calculated by reference to one or more other "benchmarks" (as
specified in the applicable Final Terms) for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016 (the Benchmarks
Regulation). In this case, a statement will be included in the applicable Final Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA's register
of administrators under Article 36 of the Benchmarks Regulation. As at the date of this Base Prospectus, (i) ICE appears on the register and (ii) EMMI and SGI do not appear on such
register. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that EMMI and SGI are not currently required to obtain
authorisation or registration.

On 14 September 2017, Société Générale, SG Issuer and Société Générale Effekten GmbH issued a base prospectus describing the Programme. This Base Prospectus supersedes
and replaces this base prospectus and the supplements thereto (except in relation to pending offers to the public, as detailed in "On-going Public Offers") for the purpose of Notes
admitted to trading on a Regulated Market in any Member State of the EEA and/or offered to the public in any Member State of the EEA and issued after the date of this Base
Prospectus.

__________________
ARRANGER
Société Générale Corporate & Investment Banking
_________________
DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust
SG Option Europe

2

TABLE OF CONTENTS

Section
Page

SUMMARY .............................................................................................................................................................. 5
ZUSAMMENFASSUNG ........................................................................................................................................ 33
RISK FACTORS ................................................................................................................................................... 67
ON-GOING PUBLIC OFFERS ............................................................................................................................ 107
IMPORTANT INFORMATION ............................................................................................................................. 108
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 113
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES ........................................ 119
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 123
FINAL TERMS .................................................................................................................................................... 132
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................. 133
FORM OF THE NOTES ...................................................................................................................................... 134
FORM OF FINAL TERMS ................................................................................................................................... 138
MUSTER DER ENDGÜLTIGEN BEDINGUNGEN .............................................................................................. 138
TERMS AND CONDITIONS OF THE GERMAN LAW NOTES .......................................................................... 201
EMISSIONSBEDINGUNGEN DER DEUTSCHRECHTLICHEN SCHULDVERSCHREIBUNGEN ..................... 201
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .......................................................... 301
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN ZU FORMELN ........................................................................... 301
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ......................................................... 494
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR STRUKTURIERTE SCHULDVERSCHREIBUNGEN ........ 494
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS LINKED
NOTES ................................................................................................................................................. 510
ZUSÄTZLICHE BEDINGUNGEN FÜR AKTIENBEZOGENE SCHULDVERSCHREIBUNGEN UND DEPOSITARY
RECEIPTS-BEZOGENE SCHULDVERSCHREIBUNGEN .................................................................. 510
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 526
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INDEXBEZOGENE SCHULDVERSCHREIBUNGEN ....... 526
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 532
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR SGI-INDEXBEZOGENE SCHULDVERSCHREIBUNGEN 532
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ................................... 549
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR REFERENZSATZBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 549
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 551
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR WECHSELKURSBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 551
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 556
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ROHSTOFFBEZOGENE SCHULDVERSCHREIBUNGEN556
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 591
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FONDSBEZOGENE SCHULDVERSCHREIBUNGEN...... 591
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 618
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR KREDITEREIGNISBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 618
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 809
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INFLATIONSBEZOGENE SCHULDVERSCHREIBUNGEN809
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ......................................................... 815
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ANLEIHEBEZOGENE SCHULDVERSCHREIBUNGEN .. 815
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES ........ 859
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ETP-BEZOGENE SCHULDVERSCHREIBUNGEN UND FÜR ETF-
BEZOGENE SCHULDVERSCHREIBUNGEN...................................................................................... 859

3

ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .......................... 881
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR NICHTEIGENKAPITALWERTPAPIERBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 881
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 885
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR VORZUGSAKTIENBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 885
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................. 891
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR OPTIONSSCHEINBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 891
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ..................................................... 896
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FUTUREBEZOGENE SCHULDVERSCHREIBUNGEN .... 896
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES .............................................. 907
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR PORTFOLIOBEZOGENE SCHULDVERSCHREIBUNGEN907
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 984
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR BESICHERTE SCHULDVERSCHREIBUNGEN ............... 984
FORM OF GUARANTEE .................................................................................................................................. 1021
DESCRIPTION OF THE TRUST AGREEMENT ............................................................................................... 1024
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ...................................................................................................... 1026
DESCRIPTION OF SG ISSUER ....................................................................................................................... 1028
DESCRIPTION OF SOCIETE GENERALE EFFEKTEN GMBH ...................................................................... 1033
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE INDICES ("SGI INDICES") .......................................................... 1034
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .................... 1081
BOOK ENTRY CLEARANCE SYSTEMS ......................................................................................................... 1083
TAXATION ........................................................................................................................................................ 1084
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ........................................................................... 1097
GENERAL INFORMATION .............................................................................................................................. 1104

4

Summary

SUMMARY
Summaries are made up of disclosure requirements known as Elements the communication of which is required by
Annex XXII of the Commission Regulation (EC) No 809/2004 as amended. These elements are numbered in Sections A
 E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description of the Element
is included in the summary with the mention of "Not Applicable".
[If several Series of securities are to be issued or offered simultaneously in one set of Final Terms, the items which differ
for such Series of securities can be grouped in a table (the Issue Specific Table)]1
Section A Introduction and warnings
A.1
Warning
This summary must be read as an introduction to the Base Prospectus.

Any decision to invest in the Notes should be based on a consideration of the Base
Prospectus as a whole by the investor.

Where a claim relating to the information contained in the Base Prospectus and the
applicable Final Terms is brought before a court, the plaintiff investor might, under
the national legislation of the Member States, have to bear the costs of translating
the Base Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled this summary,
including any translation thereof, but only if the summary is misleading, inaccurate
or inconsistent when read together with the other parts of the Base Prospectus or it
does not provide, when read together with the other parts of this Base Prospectus,
key information in order to aid investors when considering whether to invest in the
Notes.
A.2
Consent to the use of
[Not Applicable. The Notes are not subject to a Public Offer in the European
the Base Prospectus
Economic Area.]
[The Issuer consents to the use of this Base Prospectus in connection with a resale
or placement of Notes in circumstances where a prospectus is required to be
published under the Prospectus Directive (a Non-exempt Offer) subject to the
following conditions:

- the consent is only valid during the offer period from [Specify date] to [Specify
date] (the Offer Period);

[- the consent given by the Issuer for the use of the Base Prospectus to make the
Non-exempt Offer is [an individual consent (an Individual Consent) in respect of
[Specify name and address] ([each an] [the] Initial Authorised Offeror[s])] and if
the Issuer appoints any additional financial intermediaries after the [insert date of
the applicable Final Terms] and publishes details of them on its website
(http://prospectus.socgen.com), each financial intermediary whose details are so
published (each an Additional Authorised Offeror;] [and] [a general consent (a
General Consent) in respect of any financial intermediary who published on its
website that it will make the Non-exempt Offer of the Notes on the basis of the
General Consent given by the Issuer and by such publication, any such financial
intermediary (each a General Authorised Offeror) undertakes to comply with the
following obligations:

(a)
it acts in accordance with all applicable laws, rules, regulations and
guidance (including from any regulatory body) applicable to the Non-
exempt Offer of the Notes in the public offer jurisdiction, in particular the
law implementing the Markets in Financial Instruments Directive
2014/65/EU of 15 May 2014 (as amended, the Rules) and makes sure that
(i) any investment advice in the Notes by any person is appropriate, (ii) the
information to prospective investors including the information relating to
any expenses (and any commissions or benefits of any kind) received or
paid by this General Authorised Offeror under the offer of the Notes is fully
and clearly disclosed prior to their investment in the Notes;

(b)
it complies with the relevant subscription, sale and transfer restrictions
related to the public offer jurisdiction as if it acted as a Dealer in the public
offer jurisdiction;

1
To be deleted in an issue specific summary

5

Summary

(c)
it ensures that the existence of any fee (and any other commissions or
benefits of any kind) or rebate received or paid by it in relation to the offer
or sale of the Notes does not violate the Rules is fully and clearly disclosed
to investors or prospective investors prior to their investment in the Notes
and to the extent required by the Rules, provides further information in
respect thereof;

(d)
it complies with the Rules relating to anti-money laundering, anti-
corruption, anti-bribery and "know your customer" rules (including, without
limitation, taking appropriate steps, in compliance with such rules, to
establish and document the identity of each prospective investor prior to
initial investment in any Notes by the investor), and will not permit any
application for Notes in circumstances where it has any suspicion as to the
source of the application monies; it retains investor identification records
for at least the minimum period required under applicable Rules, and shal ,
if so requested, make such records available to the relevant Issuer and/or
the relevant Dealer or directly to the competent authorities with jurisdiction
over the relevant Issuer and/or the relevant Dealer in order to enable the
relevant Issuer and/or the relevant Dealer to comply with anti-money
laundering, anti-corruption, anti-bribery and "know your customer" rules
applying to the relevant Issuer and/or the relevant Dealer;

it co-operates with the Issuer and the relevant Dealer in providing relevant
information (including, without limitation, documents and records
maintained pursuant to paragraph (d) above) and such further assistance
as reasonably requested upon written request from the Issuer or the
relevant Dealer in each case, as soon as is reasonably practicable and, in
any event, within any time frame set by any such regulator or regulatory
process. For this purpose, relevant information that is available to or can
be acquired by the relevant financial intermediary:
(e)
(i)
in connection with any request or investigation by any regulator in
relation to the Notes, the Issuer or the relevant Dealer; and/or
(ii)
in connection with any complaints received by the Issuer and/or
the relevant Dealer relating to the Issuer and/or the relevant
Dealer or another Authorised Offeror including, without limitation,
complaints as defined in rules published by any regulator of
competent jurisdiction from time to time; and/or
(iii)
which the Issuer or the relevant Dealer may reasonably require
from time to time in relation to the Notes and/or as to allow the
Issuer or the relevant Dealer fully to comply with its own legal, tax
and regulatory requirements;

(f)
it does not, directly or indirectly, cause the Issuer or the relevant Dealers to
breach any Rule or any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction;

(g)
[it meets [insert any other condition specified under the clause "Other
conditions to consent" in the applicable Final Terms];]

[(g)/(h)] it commits itself to indemnify the relevant Issuer, the Guarantor (if
applicable) and the relevant Dealer, Société Générale and each of its
affiliates for any damage, loss, expense, claim, request or loss and fees
(including reasonable fees from law firms) incurred by one of these entities
because of, or in relation with, any failure by this General Authorised
Offeror (or any of its sub-distributors) to respect any of these obligations
above;

[(h)/(i)] it is familiar with, and has policies and procedures in place to comply with,
any applicable rules and regulations relating to anti-bribery and corruption,
including any changes thereto;

[(i)/(j)] (a) it and any person within its control (including any director, officer or
employee, each a control ed person) has not committed and will not
commit any corrupt act directly or indirectly and (b) to the best of its
knowledge, none of its sub-distributors has committed any corrupt act
directly or indirectly, in each case to or for the use or benefit of, any person
or any government official (which shal include any official, employee or
representative of, or any other person acting in an official capacity for or on
behalf of any government of any jurisdiction, any public international
organisation, any political party, or any quasi-governmental body);

6

Summary

[(j)/(k)] it has in place adequate policies, systems, procedures and controls
designed to prevent itself, its sub-distributors and any controlled person
from committing any corrupt act and to ensure that any evidence or
suspicion of corrupt acts is fully investigated, reported to Société Générale
or the relevant Issuer and acted upon accordingly;

[(k)/(l)] neither it nor any of its agents, sub-distributors or controlled persons is
ineligible or treated by any governmental or international authority as
ineligible to tender for any contract or business with, or to be awarded any
contract or business by, such authority on the basis of any actual or
alleged corrupt act;

[(l)/(m)] it has kept adequate records of its activities, including financial records in a
form and manner appropriate for a business of its size and resources;

[(m)/(n)] it represents and warrants that it shall not distribute financial instruments
to, or enter into any arrangement with respect to financial instruments with,
sanctioned persons;

[(n)/(o)] it undertakes to promptly inform Société Générale or the relevant Issuer of
(a) any complaint received in relation to its activities or the financial
instruments; or (b) any event affecting it, including but not limited to any of:
(i) a regulatory investigation or audit of it or its affiliates, partners or agents;
(ii) legal proceedings initiated by a competent regulatory authority against it
or its affiliates, partners or agents; or (iii) a judgment rendered or penalty
levied against it or its affiliates, partners or agents, which in each case
might reasonably involve a reputational risk for Société Générale or the
relevant Issuer; and

[(o)/(p)] it acknowledges that its commitment to respect the obligations above is
governed by German law and agrees that any related dispute be brought
before the German courts.]

[Any General Authorised Offeror who wishes to use the Base Prospectus for
an Non-exempt Offer of Notes in accordance with this General Consent and
the related conditions is required, during the time of the relevant Offer Period,
to publish on its website that it uses the Base Prospectus for such Non-
exempt Offer in accordance with this General Consent and the related
conditions.]

- the consent only extends to the use of this Base Prospectus to make Non-exempt
Offers of the Notes in [Austria] [Germany] [Luxembourg][Liechtenstein].

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

Section B Issuer [and Guarantor]
B.1
Legal and commercial [Société Générale (or the Issuer)]
name of the issuer
[SG Issuer (or the Issuer)]
[Société Générale Effekten GmbH (or the Issuer)]
B.2
Domicile, legal form,
[If the Issuer is Société Générale:
legislation and
Domicile: 29, boulevard Haussmann, 75009 Paris, France.
country of
incorporation
Legal form: Public limited liability company (société anonyme).
Legislation under which the Issuer operates: French law.
Country of incorporation: France.]

[If the Issuer is SG Issuer:

Domicile: 33, boulevard Prince Henri, L-1724 Luxembourg.

Legal form: Public limited liability company (société anonyme).

Legislation under which the Issuer operates: Luxembourg law.

Country of incorporation: Luxembourg.]

[If the Issuer is Société Générale Effekten GmbH:

Domicile: Neue Mainzer Str. 4650, 60311 Frankfurt am Main, Germany.

Legal form: Limited liability company (Gesellschaft mit beschränkter Haftung).

7

Summary

Legislation under which the Issuer operates: German law.

Country of incorporation: Germany.]
B.4b
Known trends
[If the Issuer is Societe Generale:
affecting the issuer
The macroeconomic environment saw a gradual improvement in 2017. This

and the industries in improvement is expected to continue in 2018, with accelerated growth in most major
which it operates
economic areas and more dynamic international trade flows. The markets should
remain buoyant, although valuation levels raise the question of their long-term

sustainability, and a certain volatility could resurface. Lastly, the central banks
should continue the normalisation of their monetary policies, albeit more gradually.
In the Eurozone, growth should strengthen further in 2018, under the combined
effect of the accommodative monetary and budgetary policies implemented, together
with strong international demand.
For 2018, the regulatory agenda should focus on the European legislative process
concerning the set of CRR2/CRD5 texts, as well as the finalisation and
harmonisation of the various liability ratio requirements (MREL Minimum Required
Eligible Liabilities, and TLAC Total Loss Absorbing Capacity).
The year 2018 will likely be marked by a highly uncertain geopolitical environment,
following on from a certain number of events over the last two years. Important
elections will be held in several European Union countries (in Italy, in particular), and
the Brexit negotiations will continue. "Separatist" tensions (Catalonia) could further
intensify. In addition, several areas of instability and tension could affect the global
economy, whether in the Middle East or in Asia, with American policy currently being
characterised by a certain unpredictability.
In Europe, provided that the political situation in Germany and in Italy becomes
clearer, 2018 could signal a new impetus in European ambition.
Lastly, banks must continue to adapt to a certain number of fundamental shifts,
especially the acceleration of technological changes, requiring them to radical y
transform their operational and relationship models.
Within this framework, and in order to generate stronger, profitable and sustainable
growth, the Group's priorities in 2018 will be to:

continue its growth by implementing a series of ambitious initiatives aimed at
all its high-potential customers (corporates, professionals and high net worth
customers, bank insurance, Boursorama, ALD, etc.), while developing
segments and services tailored to their changing needs;

accelerate the digital transformation of al its businesses and functions, and in
particular the digitalisation of its retail banking networks, both in France and
abroad;

maintain strict control of its costs, risks and capital al ocation;

continue its realignment via the disposal or closure of activities that do not
have critical mass and/or do not generate synergies;
continue to implement its Culture and Conduct programme, which aims to develop
the Societe Generale culture by placing values, leadership quality and behavioural
integrity at the very heart of the Group's transformation, thereby building confidence
among al its stakeholders (and mainly its customers).]

[If the Issuer is SG Issuer: The Issuer expects to continue its activity in accordance
with its corporate objects over the course of 2018.]

[If the Issuer is Société Générale Effekten GmbH:
Not Applicable. There are no known trends that affect the Issuer and the industries
in which it operates.]
B.5
Description of the The Société Générale group (the Group) offers a wide range of advisory services
issuer's group and and tailored financial solutions to individual customers, large corporate and
the issuer's position institutional investors. The Group relies on three complementary core businesses:
within the group

French Retail Banking;

International Retail Banking, Financial Services and Insurance and

Corporate and Investment Banking, Private Banking, Asset and Wealth
Management and Securities Services.

[If the Issuer is Société Générale: The Issuer is the parent company of the Group.]

[If the Issuer is SG Issuer: The Issuer is a subsidiary of the Group and has no
subsidiaries.]

[If the Issuer is Société Générale Effekten GmbH:
The Issuer is a susbsidiary of the Group and itself has two subsidiaries.

8

Summary

Upon conclusion of the purchase agreement as of 1 January 2017, the Issuer
purchased the shares of Société Générale Securities Services GmbH (SGSS),
Unterföhring, including its subsidiaries, and ALD Lease Finanz GmbH (ALD LF),
Hamburg (hereafter, such three companies together the SGE Group).]
B.9
Figure of profit
Not applicable. The Issuer does not provide any figure or profit forecast or estimate.
forecast or estimate
of the issuer
B.10
Nature of any
Not Applicable. The audit report does not include any qualification.
qualifications in the
audit report on the
historical financial
information
B.12
Selected historical
[If the Issuer is Société Générale:
key financial
information regarding
the issuer

Half year
Year ended
Half year
Year ended

30.06.2018
2017
30.06.2017
2016

(Unaudited)
(audited)
(Unaudited)
(audited)

Results (in millions of

euros)

Net Banking Income
12,748
23,954
11,673
25,298

Operating income
3,238
4,767
2,492
6,390

Net income
2,340
3,430
2,097
4,338

Reported Group Net
2,806

income
2,006
1,805
3,874

French retail Banking
635
1,010
701
1,486

International
Retail

Banking & Financial
1,975
Services
970
996
1,631

Global Banking and
1,566

Investor Solutions
673
894
1,803

Corporate Centre
(272
(1,745)
(786)
(1,046)

Core

Businesses
2,278
4,551
2,591
4,920

Net cost of risk
(378)
(1,349)
(368)
(2,091)

Underlying

ROTE**(1)
11.0%
9.6%
11.0%
9.3%

Tier 1 Ratio **
13.6%
13.8%
14.4%
14.5%

Activity (in billions of

euros)

Total
assets
and

liabilities
1,298.0
1,275.1
1,350.2
1,354.4

Customer loans at
425.2

amortised costs
427.3
418.2
426.5

Customer deposits
415.1
410.6
406.2
421.0

Equity (in billions of

euros)

Shareholders' equity,

Group Share
59.0
59.4
60.1
62.0

Non-controlling

Interests
4.4
4.7
4.4
3.7

Cash
flow

statements
(in
millions of euros)

Net inflow (outflow) in

cash
and
cash
equivalent
(29,832)
18,023
14,666
18,442

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

9

Summary

[If the Issuer is SG Issuer:
(in K)
Year ended 2017
Year ended 2016
(audited)
(audited)
Total Revenue
92,353
90,991
Profit before tax
105
525
Profit for the financial
78
373
period/year
Total Assets
48,026,909
53,309,975

[If the Issuer is Société Générale Effekten GmbH:
ASSETS
Year ended 2017* Year ended 2016**
(in euro thousand)
(audited)
(audited)
Financial assets at fair value through profit or
5,194,717
12,795,502
loss
74,321
-
Available-for-sale financial assets
Loans to and receivables from banks
157,587
2,891
Loans to and receivables from customers
3,629,045
-
Receivables under finance leases
428,203
-
Tax assets
25,537
5
Other assets
119,456
465,607
Property, plant and equipment and intangible
456,817
-
assets
3,569
-
Goodwill
Total
10,089,252
13,264,005
Equity and Liabilities
Year ended 2017* Year ended 2016**
(in euro thousand)
(audited)
(audited)
Financial liabilities at fair value through profit or
5,192,135
12,798,762
loss
Liabilities to banks
3,880,971
407,365
Liabilities to customers
1,997
-
Securitized liabilities
797,652
-
Tax liabilities
3,848
44
Other liabilities
225,289
56,319
Provisions
17,160
500
Total liabilities
10,119,051
13,262,990
EQUITY

Subscribed capital
26
26
Profit carried forward
1,138
1,093
Consolidated provisions***/Other provisions****
(88,765)
(157)
Financial
year
profit/loss***/Financial
year
57,799
54
profit/loss (net)****
Subtotal
(29,803)
1,016
Other comprehensive income*** / Other net
(129)
-
income for the period OCI****
(29,932)
-
Subtotal equity (Group share)***
Non-controlling interests***
133
-
Total Equity
(29,799)
1,016
Total
10,089,252
13,264,005

10