Obligation Générale Société 1.25% ( XS2378327527 ) en EUR

Générale Société

100 % ⇌

France

XS2378327527 ( en EUR )

1.25% par an ( paiement annuel )

14/10/2026

Prospectus brochure de l'obligation Societe Generale XS2378327527 en EUR 1.25%, échéance 14/10/2026

1 000 EUR

50 000 000 EUR

14/10/2025 ( Dans 158 jours )

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

L'Obligation émise par Générale Société ( France ) , en EUR, avec le code ISIN XS2378327527, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/10/2026

BASE PROSPECTUS DATED 16 JUNE 2023
SOCIETE GENERALE LUXEMBOURG S.A.
a bank in the form of a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 11, avenue Emile Reuter, L-2420 Luxembourg, Grand Duchy of Luxembourg and
registered with the Luxembourg Register of Commerce and Companies under number B 6061
(acting as issuer of the Notes in a fiduciary capacity pursuant to the Luxembourg act dated 27 July 2003 relating to trusts and
fiduciary contracts, as amended)
as Fiduciary
(incorporated in Luxembourg)
SOCIETE GENERALE
as Guarantor
(incorporated in France)
(in respect of Secured Notes)
Fiduciary Note Issuance Programme
For guidance on using this Base Prospectus and navigating between the different sections hereof, please refer to the "Base
Prospectus - User Guide" section of this Base Prospectus (which is intended to assist investors in their review of this Base
Prospectus but which should nevertheless be read in conjunction with the other sections of this Base Prospectus).
Under the Fiduciary Note Issuance Programme (the Programme), Societe Generale Luxembourg S.A. (the Fiduciary) may from time
to time issue Notes, being either secured Notes or repack Notes (Secured Notes or Repack Notes) (as defined in the Terms and
Conditions of the Notes), denominated in any currency agreed by the Fiduciary and the relevant Purchaser(s) (as defined below) on
a fiduciary basis in its own name but at the sole risk and for the exclusive benefit of the holders of the Notes pursuant to the
Luxembourg act dated 27 July 2003 relating to trust and fiduciary contracts, as amended.
Payments in respect of Secured Notes will be unconditionally and irrevocably guaranteed by Societe Generale (the Guarantor).
References in this Base Prospectus to "Guarantor" and the "Guarantee" shall only apply in respect of Secured Notes and shall be
ignored in respect of Repack Notes.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) which
is the Luxembourg competent authority for the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation and such approval shall not be considered as an endorsement of the Fiduciary, the Guarantor
and of the quality of the securities that are the subject of this Base Prospectus. The CSSF gives no undertaking as to the economic
and financial soundness of the Notes issued under the Programme or the quality or solvency of the Fiduciary, in accordance with the
provisions of Article 6(4) of the Luxembourg act on prospectuses for securities dated 16 July 2019, as amended. Such approval does
not extend to money market instruments (as defined in the Prospectus Regulation) having a maturity of less than one year or to Notes
(which are not non-exempt offer Notes) to be admitted to trading on the EuroMTF (as defined below).
The information on the websites does not form part of the prospectus (with the exception of links to the electronic addresses where
information incorporated by reference is available) and has not been scrutinised or approved by the competent authority.
This Base Prospectus has been approved on 16 June 2023, it replaces the previous one dated 17 June 2022 and is valid until
16 June 2024 and must during such period and in accordance with Article 23 of the Prospectus Regulation be completed by a
supplement to the Base Prospectus in the event of any new significant facts or material errors or inaccuracies. The obligation to
supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not
apply when the Base Prospectus is no longer valid.
This Base Prospectus will be filed with SIX Exchange Regulation Ltd (prospectus office) as competent review body under the Swiss
Financial Services Act (the "FinSA") for automatic acceptance of this Base Prospectus as an issuance prospectus in accordance with
article 54(2) of the FinSA. The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes
listed on SIX Swiss Exchange.
This Base Prospectus has been drawn up in accordance with Article 8 of the Prospectus Regulation.
1

Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the Official
List of the Luxembourg Stock Exchange and to be admitted to trading on (i) the Luxembourg Stock Exchange's regulated market and
(ii) the multilateral trading facility Euro MTF of the Luxembourg Stock Exchange (the EuroMTF). The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive (2014/65/EU
of 15 May 2014, as amended, MiFID II) (a Regulated Market).

The EuroMTF is not a Regulated Market and accordingly the CSSF is not the competent authority for the approval of this Base
Prospectus in connection with Notes issued under the Programme which are admitted to trading on the EuroMTF, but the EuroMTF
is subject to the supervision of the CSSF. The CSSF has neither reviewed nor approved any information in this Base Prospectus
pertaining to Notes admitted to trading on the EuroMTF. The CSSF therefore assumes no responsibility in relation to the issues
of Notes admitted to trading on the EuroMTF.

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 be the subject of a non-exempt offer in any Member State of the EEA. The
applicable Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading
on any market and/or be the subject of a non-exempt offer in any Member State of the EEA and, if so, the relevant market.

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 Commodity Futures Trading Commission (the CFTC) under the United States Commodity
Exchange Act of 1936, as amended (the CEA). No person has registered and no person will register as a "commodity pool operator"
of the Fiduciary under the CEA and the rules thereunder (the CFTC Rules) of the CFTC, and the Fiduciary has not and will not 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 only be offered, sold, pledged or otherwise transferred in an "offshore transaction" (as defined under
Regulation S) to or for the account or benefit of a person who (a) is not (i) a U.S. person as defined in Regulation S (Regulation S
U.S. Person) unless the applicable Final Terms specify that a U.S. person as defined in paragraph 7701(a)(30) of the Internal
Revenue Code of 1986 (IRS U.S. Person) is also applicable, or (ii) if in the case of SGI Index Linked Notes, Advised SGI Index is
applicable or if in the case of Portfolio Linked Notes, Dynamic Portfolio is applicable, a person who is either a Regulation S U.S.
Person or an IRS U.S. Person unless the applicable Final Terms specify that only a Regulation S U.S. Person is applicable; 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); and (c) is not a U.S. Person for purposes of the final rules
implementing the credit risk retention requirements of Section 15G of the U.S. Securities Exchange Act of 1934, as amended (the
U.S. Risk Retention Rules) (a Risk Retention U.S. Person) (such a person or account as described herein, a Permitted
Transferee). The Notes are available only to Permitted Transferees.

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 Exempt Offer Notes or Notes that are offered in Switzerland under no local prospectus
obligation (all as defined in the section entitled "General Terms and Conditions")) will be filed with the CSSF. THE SECURITIES
OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED BY, ANY UNITED STATES
FEDERAL OR STATE SECURITIES OR COMMODITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.

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 special rules from 2017 through
2022 set out in Notice 2020-2 (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 Fiduciary
(or Guarantor) on the date for such Notes as of which the expected delta of the product is determined by the Fiduciary (or Guarantor)
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 Fiduciary (or Guarantor) 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 Fiduciary's (or Guarantor'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 Fiduciary's determination.

The U.S. tax treatment of ownership of a Repack Note is unclear. Solely for U.S. tax purposes, a holder of the Repack Notes will be
treated as the owner of any specified bonds that collateralised the Repack Notes. In addition, the holder will be treated as directly
facing the Guarantor on any swaps or other derivatives held by the Fiduciary to hedge its exposure on the notes (the Hedge). As a
consequence of this treatment, to the extent the specified bonds pay U.S.-source interest income, a holder must provide certain U.S.
tax documentation to the Fiduciary to receive such income free from U.S. withholding tax. In addition, to the extent the Hedge
substantially replicates the economic performance of one or more U.S. Underlying Equities as determined by the Fiduciary (or
Guarantor), a Non-U.S. Holder may be subject to withholding tax under Section 871(m) as described above. The Fiduciary, Guarantor
2

and holder agree to this treatment, but investors are advised that the IRS is not bound by this treatment and may therefore disagree
with it.

The applicable Final Terms will specify if the Notes are Specified Notes, and, if so, whether the Fiduciary, the Guarantor, or a
withholding agent will withhold tax under Section 871(m) Regulations and the rate of the withholding tax. Investors should note that if
the Fiduciary or any withholding agent determines that withholding is required, neither the Fiduciary 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.

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary
charges or duties in accordance with the laws and practices of the jurisdiction in which the Notes are transferred or other
jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions may be available for
financial instruments such as the Notes. Potential investors are advised to consult their own tax adviser on the tax impacts
of the acquisition, holding, disposal and redemption of the Notes. The requirement to pay such taxes may reduce the
effective yield on the Notes and may also have an adverse impact on their value. Investors should make their own
assessment as to the suitability of investing in the Notes.

IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes state "Prohibition of Sales to EEA Retail
Investors" as 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 2016/97/EU, as amended (as amended or superseded, the Insurance Distribution 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 the Prospectus Regulation. 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.

IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes state "Prohibition of Sales to UK Retail
Investors", as 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 United Kingdom (UK). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions
of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK 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", which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. 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.

UK MiFIR product governance / target market the Final Terms in respect of any Notes may include a legend entitled UK MiFIR
Product Governance which will outline the target market assessment in respect of the Notes and which channels for distribution of
the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) 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 UK MiFIR Product Governance Rules,
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.

Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from
time to time (the SFA) Unless otherwise stated in the Final Terms in respect of any Notes, in connection with Section 309B of the
SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the
Fiduciary has determined, and hereby notifies all relevant persons (as defined in Section 309(A)(1) of the SFA), that the Notes are
capital markets products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and Specified
3

Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).

ARRANGER AND DEALER
Societe Generale

4

Table of Contents

Section
Page

GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................................................... 6
RISK FACTORS ................................................................................................................................................................................ 13
BASE PROSPECTUS USER GUIDE ............................................................................................................................................ 33
IMPORTANT INFORMATION ........................................................................................................................................................ 39
REGULATORY INFORMATION .................................................................................................................................................... 50
THE FIDUCIARY CONTRACT ....................................................................................................................................................... 56
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES .............................................................. 58
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................................................... 62
FINAL TERMS OR DRAWDOWN PROSPECTUS ........................................................................................................................ 71
SUPPLEMENT TO THE BASE PROSPECTUS .............................................................................................................................. 72
FORM OF FINAL TERMS ............................................................................................................................................................... 73
GENERAL TERMS AND CONDITIONS OF THE NOTES.......................................................................................................... 160
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .............................................................................. 277
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES .............................................................................. 420
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS LINKED
NOTES ............................................................................................................................................................................................. 427
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ............................................................................ 435
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ..................................................................... 439
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ....................................................... 447
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ..................................... 448
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ................................................................ 451
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES .............................................................................. 469
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES .......................................................................... 481
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................................... 537
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES .......................... 540
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES ............................................ 549
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ......................................................................... 551
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES ................................................................... 556
ADDITIONAL TERMS AND CONDITIONS FOR DIVIDEND LINKED NOTES ..................................................................... 593
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES .................................................. 606
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES..................................................................... 609
FORM OF GUARANTEE ............................................................................................................................................................... 611
DESCRIPTION OF SOCIETE GENERALE .................................................................................................................................. 613
DESCRIPTION OF SOCIETE GENERALE LUXEMBOURG S.A. ............................................................................................. 617
DESCRIPTION OF SOCIETE GENERALE INDICES ("SGI INDICES") .................................................................................... 619
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .............................................. 621
DESCRIPTION OF THE COLLATERAL CUSTODY AGREEMENT AND THE FIDUCIARY ACCOUNTS .......................... 623
BOOK ENTRY CLEARANCE SYSTEMS .................................................................................................................................... 624
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ...................................................................................................... 626
GENERAL INFORMATION .......................................................................................................................................................... 636

5

General Description of the Programme

GENERAL DESCRIPTION OF THE PROGRAMME

The following description does not purport to be complete and is taken from, and is qualified in its entirety by, this Base Prospectus
and, in relation to the Terms and Conditions of any particular Tranche of Notes, the applicable Final Terms.

The following description constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980 as amended implementing the Prospectus Regulation.

Words and expressions defined in the section headed "General Terms and Conditions" shall have the same meanings in this general
description.

Hyperlinks of websites referred to in the Base Prospectus are exclusively for information purposes and must not be regarded as part
of the Base Prospectus itself, unless the information to which they refer is incorporated by reference in the Base Prospectus.

1. PARTIES TO THE PROGRAMME

Fiduciary

Societe Generale Luxembourg S.A., acting in a fiduciary capacity pursuant to the Luxembourg act dated 27 July 2003 relating to trust
and fiduciary contracts, as amended.

Fiduciary Legal Entity Identifier (LEI): TPS0Q8GFSZF45ZZFL873

Guarantor (where "Types of Notes" is specified as "Secured Notes" in the applicable Final Terms)

Societe Generale

Guarantor Legal Entity Identifier (LEI) : O2RNE8IBXP4R0TD8PU41

Arranger

Societe Generale

Dealers

Societe Generale and any other Dealers appointed in accordance with a programme agreement to be entered into by the Fiduciary.

Calculation Agent and Note Valuation Agent

Societe Generale

Principal Paying Agent, Registrar, Transfer Agent and Exchange Agent

The Bank of New York Mellon, London Branch

LuxCSD Principal Agent

The Fiduciary may appoint or (as the case may be) maintain a LuxCSD principal agent or similar agent as required by the applicable
Settlement Organisation (the LuxCSD Principal Agent) in any relevant jurisdiction in accordance with the Dematerialised Securities
Law, all as specified in the Final Terms.

Paying Agents

The Principal Paying Agent, The Bank of New York Mellon SA/NV, Luxembourg Branch and/or any such additional or successor
paying agent appointed in accordance with General Condition 11.

In respect of Bearer SIS Notes and other Notes listed on SIX Swiss Exchange, Societe Generale, Paris, Zurich Branch shall act as
Principal Swiss Paying Agent, together with further additional Swiss Paying Agents which may be specified in the applicable Final
Terms.

Collateral Custodian

The Bank of New York Mellon SA/NV, Luxembourg Branch

Collateral Agent

Societe Generale

Collateral Monitoring Agent

6

General Description of the Programme

The Bank of New York Mellon SA/NV, Dublin Branch

2. DESCRIPTION

Fiduciary Note Issuance Programme

3. METHOD OF DISTRIBUTION

Notes may be distributed to qualified investors and/or non-qualified investors, and in each case on a syndicated or non-syndicated
basis.

Notes may be issued directly to the Noteholders at a fixed offer price (which may be increased by such fees, if any, as disclosed in
the applicable Final Terms).

Alternatively, the Notes may be offered at a price as specified in the applicable Final Terms which:

(a) will be the Issue Price or the Issue Price up to a maximum of a percentage specified in the applicable Final Terms, represented
by a distribution fee payable upfront by the Fiduciary to the distributors; or

(b) will be the market price which will be determined by the Dealer on a daily basis (and, as the case may be, in accordance with
market conditions then prevailing including the current market price of the Underlying(s)); and/or will evolve between the Issue Date
and the last day of the Offer Period on a linear basis in such way equal to a percentage specified in the applicable Final Terms on the
last day of the Offer Period and will be provided by the Dealer to any Noteholder upon request; or

(c) will be fully subscribed by the Dealer and thereafter offered to the public in the secondary market, at a price which may be at the
Issue Price, during the Offer Period; or

(d) will evolve between dates specified in the applicable Final Terms in order to reach a specific maximum level on a specific date,
in accordance with the following formula:

Offer Price (t) = OfferPriceBase x (1 + ConvergencePercentage x Nb(t) / 360)

Where :

OfferPriceBase means a number specified in the applicable Final Terms;

ConvergencePercentage means a percentage specified in the applicable Final Terms; and

Nb(t) means the number of calendar days between the Issue Date and the date "t" on which the value of the Notes is calculated (both
dates included);or

(e) will be determined by the Dealer on a continuous basis in accordance with the market conditions then prevailing and depending
on market conditions, the offer price shall be equal to, higher or lower than the Issue Price; or

(f) will be provided by the Dealer by way of quotes made available in the market specified in the applicable Final Terms,

and which, in all cases, may be increased by such fees, if any, as disclosed in the applicable Final Terms.

4. CURRENCIES

Notes may be denominated in any currency or currencies agreed between the Fiduciary and the relevant Dealer, subject to compliance
with any applicable laws and regulations.

Payments in respect of Notes may, subject to compliance as aforesaid, be made in and/or linked to, any currency or currencies other
than the currency in which such Notes are denominated.

5. ISSUE PRICE

Notes may be issued on a fully-paid or a partly-paid basis and at an issue price (expressed either (i) as a percentage of the Aggregate
Nominal Amount or (ii) as an amount per Note of the relevant Specified Denomination) which is at par or at a discount to, or premium
over, par (as specified in the applicable Final Terms).

6. REDEMPTION

The applicable Final Terms will indicate either that the Notes cannot be redeemed prior to their stated maturity (other than in specified
instalments, if applicable, or for taxation reasons, regulatory reasons, an administrator/benchmark event, a force majeure event or
following a Fiduciary Event or in the event of an optional outstanding Notes trigger call or following the occurrence of a Collateral
Disruption Event) or that such Notes (if Physical Delivery Notes) may be settled at maturity or otherwise by receipt by the holder(s) of
a cash amount and/or by delivery of the relevant Deliverable Assets or that such Notes will be redeemable at the option of the Fiduciary
and/or the Noteholders upon giving not less than thirty nor more than forty five days' irrevocable notice (or such other notice period
(if any) as indicated in the applicable Final Terms) to the Noteholders or the Fiduciary, as the case may be, on a date or dates specified
7

General Description of the Programme

prior to such stated maturity and at a price or prices and on such terms as may be agreed between the Fiduciary and purchaser(s) as
indicated in the applicable Final Terms.

The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such
dates as indicated in the applicable Final Terms.

The Notes may also be redeemed early following the occurrence of certain disruption, adjustment, extraordinary or other events linked
to the Underlying assets.

7. MATURITIES

Any maturity as indicated in the applicable Final Terms subject to such minimum or maximum maturities as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Fiduciary or the relevant
Specified Currency.

Notes having a maturity of less than one year from the date of issue are subject to certain restrictions on their denomination and
distribution (see the paragraph "Certain Restrictions Notes having a maturity of less than one year" below).

8. REDENOMINATION / CONVERSION OF CURRENCY AND/OR CONSOLIDATION

The applicable Final Terms may provide that certain Notes may be redenominated in/converted into euro. The relevant provisions
applicable to any such redenomination are contained in General Conditions 1.5 and 14.2.

Notes denominated in a currency that may be converted into euro may be subject to consolidation with other Notes denominated in
euro.

9. FIDUCIARY ASSETS AND RELATED AGREEMENTS

The provisions relating to collateralisation of Notes are more fully described in "Part 3 Fiduciary Assets Provisions" of the Terms
and Conditions of the Notes.

10. CERTAIN RESTRICTIONS

Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting
requirements in full force (see the section "Subscription, Sale and Transfer Restrictions") including the following restrictions applicable
at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits
for the purposes of the prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000
unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see
the section "Subscription, Sale and Transfer Restrictions".

Under the Luxembourg act dated 16 July 2019 on prospectuses for securities (the Luxembourg Prospectus Act), which implements
the Prospectus Regulation, prospectuses relating to money market instruments having a maturity at issue of less than twelve months
and complying also with the definition of "securities" are not subject to the approval provisions stated therein.

11. TYPE OF NOTES

No securities falling under article 19 or debt securities falling under article 20 of Commission Delegated Regulation (EU) 2019/980
will be issued under this Base Prospectus.

Any benchmark to which a Note refers will be provided by an administrator included in the register referred to in Article 36 of the
Regulation (EU) No. 2016/1011, as amended (the Benchmarks Regulation) or the FCA's register of administrators in accordance
with Article 36 of Regulation (EU) 2016/1011, as amended as it forms part of UK domestic law by virtue of the EUWA, the UK
Benchmarks Regulation).

The Fiduciary may issue either Secured Notes or Repack Notes, where:

(i) Secured Notes means a Note where "Type of Notes" is specified as "Secured Notes" in the applicable Final Terms. Secured
Notes are Notes which are guaranteed by the Guarantor and in respect of which the payment obligations of the Fiduciary are
collateralised by a Collateral Pool comprising diversified assets complying with Collateral Rules where Notes Market Value Test will
apply. Secured Notes may be issued with Fixed Collateralisation or with Variable Collateralisation.

(ii) Repack Notes means a Note where "Type of Notes" is specified as "Repack Notes" in the applicable Final Terms. Repack
Notes are Notes in respect of which the payment obligations of the Fiduciary are collateralised by one or more specific bond(s) issued
by a third party complying with Collateral Rules where Notes Market Value Test or Fiduciary Securities Value Test will apply, as
specified in the Final Terms.

8

General Description of the Programme

Both such type of Notes may be issued as one of the below type of Notes.

11.1 Fixed Rate Notes

Fixed rate interest will be payable on such date(s) as indicated in the applicable Final Terms and on redemption and will be calculated
on the basis of such Day Count Fraction as may be agreed between the Fiduciary and the relevant Dealer(s) as indicated in the
applicable Final Terms.

11.2 Partly Paid Notes

The Issue Price of Partly Paid Notes will be payable in more than one instalment.

While any part payments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no interest in a Temporary
or Permanent Global Note representing such Notes may be exchanged for Definitive Bearer Notes.

If any Noteholder fails to pay any part payment due on any Partly Paid Notes within the time specified, the Fiduciary may have a right
to redeem such Notes if so specified, and on the terms set out, in the applicable Final Terms.

11.3 Floating Rate Notes

Floating Rate Notes will bear interest at a rate determined (i) on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement evidenced by a confirmation incorporating the 2021 ISDA
Definitions (as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue
Date of the first Tranche of the Notes of the relevant Series) or (ii) on the basis of a reference rate appearing on an agreed screen
page of a commercial quotation service.

The margin (if any) relating to such floating rate will be agreed between the Fiduciary and the relevant Dealer(s) for each issue of
Floating Rate Notes and specified in the applicable Final Terms.

Floating Rate Notes may also have either a minimum interest rate or a maximum interest rate or both.

Interest will be calculated on the basis of such Day Count Fraction as may be agreed between the Fiduciary and the relevant Dealer(s)
as indicated in the applicable Final Terms.

11.4 Physical Delivery Notes

Payments in respect of Physical Delivery Notes (whether in respect of principal and/or interest and whether at maturity or otherwise)
and any delivery of any Deliverable Asset(s) in respect of Physical Delivery Notes will be made in accordance with the terms of the
applicable Final Terms, subject always to applicable securities laws.

11.5 Zero Coupon Notes

Zero Coupon Notes will not bear interest other than in the case of late payment.

11.6 Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed
rate. Where the Fiduciary has the right to effect such a conversion, this will affect the secondary market and the market value of the
Notes since the Fiduciary may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing.

11.7 Dual Currency Notes

Payments in respect of Dual Currency Notes (whether in respect of principal and/or interest and whether at maturity or otherwise) will
be made in such currency or currencies, and based on such rate or rates of exchange, as the Fiduciary and the relevant purchaser(s)
may agree (as indicated in the applicable Final Terms).

11.8 Other provisions in relation to Floating Rate Notes and Structured Notes

Floating Rate Notes and Structured Notes, may also have a maximum interest rate, a minimum interest rate or both, or be subject to
a rate multiplier, in each case as set forth in the applicable Final Terms.

11.9 Structured Notes

Structured Note means a Note which will provide investors with an exposure to one or more Underlyings.

Payments of principal and/or of interest in respect of Structured Notes will be calculated by reference to such Underlying. Item "Type
of Structured Notes" of the Final Terms will specify the relevant type of Underlying of the Structured Notes. Any Structured Note may
be exposed to more than one Underlying, in which case more than one type of Structured Note will be specified. For each such
Underlying and type of Note, the relevant Additional Terms and Conditions will apply. The application of such Additional Terms and
Conditions will also be specified in item "Type of Structured Notes" of the Final Terms.

9

General Description of the Programme

The applicable Final Terms will specify the relevant Underlying and state where information on the relevant Underlying, in particular
on its past and future performance and on its volatility, can be found and whether or not the Fiduciary intends to provide further
information on the Underlying.

Each type of Underlying for Structured Notes is further described below.

(i) Share Linked Notes and Depositary Receipts Linked Notes

Payments in respect of Share Linked Notes and Depositary Receipts Linked Notes will be calculated by reference to one or more
shares or depository receipts as agreed between the Fiduciary and the relevant Dealer(s) and specified in the applicable Final Terms.
Share Linked Notes and Depositary Receipts Linked Notes may also provide for redemption by physical delivery of the Deliverable
Asset(s) as set out in the Additional Terms and Conditions for Share Linked Notes and Depositary Receipts Linked Notes. Share
Linked Notes and Depositary Receipts Linked Notes may be subject to early redemption or adjustment if certain corporate events,
de-listing, merger or de-merger, nationalisation or insolvency occur, all as more fully described in the Additional Terms and Conditions
for Share Linked Notes and Depositary Receipts Linked Notes.

(ii) Index Linked Notes

Payments of principal and/or of interest at maturity or otherwise in respect of Index Linked Notes will be calculated by reference to
the performance of one or more Indices as the Fiduciary and the relevant Dealer(s) may agree and as indicated in the applicable Final
Terms.

Index Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional Terms and Conditions
for Index Linked Notes.

Index Linked Notes are linked to the performance of an index that is not composed by the Fiduciary. In accordance with the
Commission Delegated Regulation (EU) No 2019/980, as amended, the applicable Final Terms contains the name of the Index and
an indication of where to obtain information about the index.

(iii) SGI Index Linked Notes

Payments of principal and/or of interest at maturity or otherwise in respect of SGI Index Linked Notes will be calculated by reference
to one or more Societe Generale Indices as the Fiduciary and the relevant Dealer(s) may agree and as indicated in the applicable
Final Terms.

SGI Index Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional Terms and
Conditions for SGI Index Linked Notes.

SGI Index Linked Notes are linked to the performance of an index that composed by Societe Generale or any other legal entity
belonging to the Societe Generale group (an SGI Index).

As at the date of this Base Prospectus, the administrator of the SGI Indices, Societe Generale, is included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Articles
34 and 36 of the Benchmarks Regulation.

It should be noted that additional SGI Indices may be used as underlyings following the publication of a supplement in accordance
with the provisions of Article 23 of the Prospectus Regulation, containing an index description of such additional Indices.

(v) ETF Linked Notes

Payments in respect of ETF Linked Notes will be calculated by reference to one or more exchange traded funds as agreed between
the Fiduciary and the relevant Dealer(s) and specified in the applicable Final Terms. Subject to applicable laws and regulations, ETF
Linked Notes may also provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the Additional Terms and
Conditions for ETP Linked Notes and for ETF Linked Notes. ETF Linked Notes may be subject to early redemption or adjustments,
all as more fully described in the Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes.

(vi) ETP Linked Notes

Payments in respect of ETP Linked Notes will be calculated by reference to one or more exchange traded products other than ETF
(exchange traded funds) as agreed between the Fiduciary and the relevant Dealer(s) and specified in the applicable Final Terms.
ETP Linked Notes may also provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the Additional Terms
and Conditions for ETP Linked Notes and for ETF Linked Notes. ETP Linked Notes may be subject to adjustments, as more fully
described in the Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes.

(vii) Reference Rate Linked Notes

Payments in respect of Reference Rate Linked Notes will be calculated by reference to one or more reference rate as agreed between
the Fiduciary and the relevant Dealer(s) and specified in the applicable Final Terms.

Reference Rate Linked Notes may be subject to early redemption or adjustments as more fully described in the Additional Terms and
Conditions for Reference Rate Linked Notes.
10