Bond Générale Société 6.125% ( FR0013414810 ) in SGD

Générale Société

100 % ▲

France

FR0013414810 ( in SGD )

6.125% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Société Générale FR0013414810 en SGD 6.125%, maturity Perpetual

250 000 SGD

750 000 000 SGD

16/04/2026 ( In 122 days )

Société Générale is a major French multinational banking and financial services corporation.

The Bond issued by Générale Société ( France ) , in SGD, with the ISIN code FR0013414810, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

SOCIÉTÉ GÉNÉRALE
(incorporated in France)
Issue of SGD 750,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Notes
Under the 50,000,000,000 Euro Medium Term Note Paris Registered Programme
Series no.: PA 091 / 19-04
Tranche no.: 1
Issue Price: 100,00 per cent.
The SGD 750,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Notes (the Notes) will be issued by Société
Générale (the Issuer) under its 50,000,000,000 Euro Medium Term Note Paris Registered Programme (the Programme).
The Notes will constitute direct, unconditional, unsecured and deeply subordinated debt obligations of the Issuer (engagements subordonnés de dernier
rang), as described in Condition 5 (Status of the Notes) of the "Terms and Conditions of the Notes".
The Notes will bear interest on their Current Principal Amount (as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of
the Notes") from (and including) 16 April 2019 (the Issue Date) to (but excluding) the Interest Payment Date falling on or about 16 April 2024 (the First
Call Date) at a rate of 6.125% per annum, payable semi-annually in arrear on 16 April and 16 October in each year (subject in each case to adjustment
in accordance with the Modified Following Business Convention and further subject to interest cancellation as described below) (each an Interest
Payment Date). The first payment of interest on the Notes will be made on the Interest Payment Date falling on or about 16 October 2019 in respect of
the period from (and including) the Issue Date to (but excluding) 16 October 2019. The rate of interest will reset on the First Call Date and on each fifth
anniversary thereafter, (each a Reset Date) (as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"). The
Issuer may elect, or may be required, to cancel the payment of interest on the Notes (in whole or in part) on any Interest Payment Date. See Condition 6
(Interest) of the "Terms and Conditions of the Notes". As a result, holders of Notes (the Noteholders) may not receive interest on any Interest Payment
Date.
The Current Principal Amount of the Notes will be written down, (a Write-Down), if the Issuer's Common Equity Tier 1 capital ratio falls below 5.125%
(on a consolidated basis) (all as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"). Noteholders may
lose some or all their investment as a result of a Write-Down. Following such Write-Down, the Current Principal Amount may, at the Issuer's full
discretion, be written back up (a Write-Up) if certain conditions are met. See Condition 7 (Loss Absorption and Return to Financial Health) of the "Terms
and Conditions of the Notes".
The Notes have no fixed maturity and Noteholders do not have the right to call for their redemption. As a result, the Issuer is not required to make any
payment of the principal amount of the Notes at any time prior to its winding-up. The Issuer may, at its option, redeem all, but not some only, of the
Notes on the First Call Date or on any Reset Date thereafter at their Redemption Amount (all as defined in Condition 2 (Definitions and Interpretation) of
the "Terms and Conditions of the Notes"). The Issuer may also, at its option, redeem all, but not some only, of the Notes at any time at their Redemption
Amount upon the occurrence of certain Tax Events or a Capital Event (all as defined in Condition 2 (Definitions and Interpretation) of the "Terms and
Conditions of the Notes"). Redemption can be made by the Issuer even if the principal amount of the Notes has been written down and not yet
reinstated in full, as described in Condition 7 (Loss Absorption and Return to Financial Health) of the "Terms and Conditions of the Notes").
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority for the
purpose of the Prospectus Directive (as defined below) and relevant implementing legislation in Luxembourg, for approval of this Prospectus as a
prospectus issued in compliance with the Prospectus Directive and relevant implementing legislation in Luxembourg for the purpose of giving
information with regard to the issue of the Notes. This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EU (as
amended) (the Prospectus Directive). By approving this Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of
the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act dated 10
July 2005 as amended on 3 July 2012 (the Luxembourg Act) on prospectuses for securities. Application has been made to the Luxembourg Stock
Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange with effect from the Issue Date. The Luxembourg Stock Exchange's regulated market is a regulated market for the
purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended.
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of SGD 250,000. The Notes will at all times be in book-entry
form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title (including certificats
représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue,
be inscribed in the books of Euroclear France (Euroclear France) which shall credit the accounts of the Euroclear France Account Holders. Euroclear
France Account Holder shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear
France, and includes Euroclear Bank SA/NV (Euroclear) and the depositary bank for Clearstream Banking S.A. (Clearstream).
The Notes are expected to be assigned a rating of Ba2 by Moody's Investors Service Ltd. (Moody's) and BB+ by S&P Global Ratings France SAS
(S&P, and, together with Moody's and S&P, the Rating Agencies). Ratings can come under review at any time by Rating Agencies. Investors are
invited to refer to the websites of the relevant Rating Agencies in order to have access to the latest rating (respectively: www.moodys.com and
www.standardandpoors.com). The Rating Agencies are established in the European Union and are registered under Regulation (EC) No. 1060/2009 of
the European Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the CRA Regulation) and, as of the date
of this Prospectus, appear on the list of credit rating agencies published on the website of the European Securities and Markets Authority
(www.esma.europa.eu) (ESMA) in accordance with the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, change or withdrawal at any time and without prior notice by the assigning rating agency.
Interest Amounts payable under the Notes are calculated by reference to the 5-year SGD Swap Offer Rate which is based on the SGD 6-month Swap
Offer Rate (See Condition 6 (Interest) of the "Terms and Conditions of the Notes") provided by the ABS Benchmarks Administration Co. Pte Ltd. As at
the date of this Prospectus, ABS Benchmarks Administration Co. Pte Ltd does not appear on the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmark Regulation). As far as the Issuer is aware, the
transitional provisions in Article 51 of the Benchmark Regulation apply, such that ABS Benchmarks Administration Co. Pte Ltd is not currently required
to obtain recognition, endorsement or equivalence.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus, before
deciding to invest in the Notes.
GLOBAL COORDINATOR, STRUCTURING ADVISOR AND JOINT BOOKRUNNER
Société Générale Corporate & Investment Banking
JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS
DBS Bank Ltd.

Standard Chartered Bank

UOB

This Prospectus contains or incorporates by reference all relevant information with regard to the
Issuer, the Issuer and its consolidated subsidiaries (filiales consolidées) taken as a whole (the Group)
and the Notes which is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuer, as well as the Terms
and Conditions of the Notes.
This Prospectus is to be read and construed in conjunction with al documents which are incorporated
herein by reference (see "Documents Incorporated by Reference").
No person is or has been authorised by the Issuer to give any information nor to make any
representation other than those contained, or incorporated by reference, in or consistent with this
Prospectus in connection with issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Global
Coordinator, Structuring Advisor and Joint Bookrunner or any of the Joint Lead Managers and Joint
Bookrunners (the Global Coordinator, Structuring Advisor and Joint Bookrunner and the Joint Lead
Managers and Joint Bookrunners being collectively referred to herein as the Joint Bookrunners).
No Joint Bookrunners has independently verified the information contained or incorporated by
reference herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility is accepted by the Joint Bookrunners as to the accuracy or completeness of the
information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer. Neither this Prospectus nor any other information supplied in connection with
the Notes (including any information incorporated by reference herein) (a) is intended to provide the
basis of any credit or other evaluation or (b) should be considered as a recommendation or a
statement of opinion (or a report on either of those things) by the Issuer or any of the Joint
Bookrunners that any recipient of this Prospectus or any other information supplied in connection with
the Notes should purchase the Notes. Each investor contemplating purchasing the Notes should
make its own independent investigation of the financial condition and affairs, and its own appraisal of
the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the
Joint Lead Managers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any
circumstances imply that (i) the information contained or incorporated by reference herein concerning
the Issuer or the Group is correct at any time subsequent to the date hereof or (i ) any other
information supplied in connection with the Notes is correct as of any time subsequent to the date
indicated in the document containing the same. The Joint Bookrunners expressly do not undertake to
advise any investor in the Notes of any information coming to their attention.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction
of, or an invitation by or on behalf of, the Issuer or the Joint Bookrunners to subscribe for, or
purchase, the Notes. The distribution of this Prospectus and the offer or sale of the Notes may be
restricted by law in certain jurisdictions. The Issuer and the Joint Bookrunners do not represent that
this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or the Joint Bookrunners which is
intended to permit a public offering of the Notes outside the European Economic Area (the EEA) or
distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus
nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus or any Note comes must inform themselves of, and
observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes
(see the section headed "Subscription and Sale").
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (MiFID II); or (i ) a customer within the meaning of Directive 2016/97/EU, as
ii

amended, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for
the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) al
channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.The Notes have not been and wil not be registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), or under any state securities laws.
Accordingly, the Notes may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S (Regulation S) of the Securities Act) except
pursuant to an exemption from the registration requirements of the Securities Act.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor may wish to consider, either on its own or with the
help of its financial and other professional advisers whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus;
(i )
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes wil have on
its overall investment portfolio;
(i i)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA") the Issuer has determined, and hereby notifies all relevant persons (as
defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
In connection with the issue of the Notes, Société Générale will act as stabilising manager (the
Stabilising Manager). The Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of thirty (30) calendar days after the issue date of the Notes
and sixty (60) calendar days after the date of the al otment of the Notes. Any stabilisation action or
over-allotment shall be conducted in accordance with applicable laws and rules.
iii

TABLE OF CONTENTS
Clause
Page
RISK FACTORS .................................................................................................................... 5
GENERAL DESCRIPTION OF THE NOTES ....................................................................... 23
DOCUMENTS INCORPORATED BY REFERENCE ............................................................ 28
TERMS AND CONDITIONS OF THE NOTES...................................................................... 32
USE OF PROCEEDS ........................................................................................................... 60
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE .......................................................................... 61
TAXATION ........................................................................................................................... 62
SUBSCRIPTION AND SALE ................................................................................................ 66
GENERAL INFORMATION .................................................................................................. 67
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE
PROSPECTUS ......................................................................................................... 69

iv

RISK FACTORS
The discussion below is of a general nature and is intended to describe various risk factors
associated with an investment in the Notes. You should carefully consider the following
discussion of risks, and any risk factors included in the "Risk Factors and Capital Adequacy"
section on pages 147 to 245 of the 2019 Registration Document, in the "Risk Factors" section
on pages 70 to 91 of the Base Prospectus and in the "Risk Factors" section on pages 14 to 16
of the Second Supplement, incorporated by reference herein and the other documents
incorporated by reference herein, together with the other information contained or
incorporated by reference in this Prospectus.
The Issuer believes that the factors described below and incorporated by reference herein may affect
its ability to fulfill its obligations under the Notes. All of these factors are contingencies that may or
may not occur, and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
In addition, factors that the Issuer believes may be material for the purpose of assessing the market
risks associated with investing in the Notes are also described below.
The Issuer believes that the factors described below and incorporated by reference herein represent
the principal risks inherent in investing in the Notes, but the Issuer may be unable to pay interest,
principal or other amounts on or in connection with the Notes for other reasons and the Issuer does
not represent that the statements below regarding the risks of holding the Notes are exhaustive.
Additional risks not currently known to the Issuer or that the Issuer now may not consider significant
risks based on information currently available to it and that the Issuer may not currently be able to
anticipate may also have a material adverse effect on the Issuer's future business, operating results,
financial condition and affect an investment in the Notes. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus and reach their own views prior to making
any investment decision.
The fol owing is a general discussion of certain risks typically associated with the Issuer and the
acquisition and ownership of the Notes. In particular, it does not consider an investor's specific
knowledge and/or understanding about risks typically associated with the Issuer and the acquisition
and ownership of the Notes, whether obtained through experience, training or otherwise, or the lack of
such specific knowledge and/or understanding, or circumstances that may apply to a particular
investor.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this section, unless otherwise stated. References to a
numbered "Condition" shall be to the relevant Condition in the Terms and Conditions of the Notes.
I. RISKS RELATING TO THE ISSUER AND THE GROUP
The Risk Factors relating to the Issuer and the Group are incorporated by reference in this Prospectus
(as described in the section "Documents Incorporated by Reference" of this Prospectus).
II. RISKS RELATING TO THE NOTES
The following does not describe all the risks of an investment in the Notes. Prospective investors
should consult their own financial and legal advisers about risks associated with investment in the
Notes and the suitability of investing in the Notes in light of their particular circumstances.
The Notes are complex instruments that may not be suitable for all investors
The Notes are complex financial instruments and may not be a suitable investment for al investors;
the Notes may also be difficult to compare with other similar financial instruments due to a lack of fully
harmonized structures, trigger points and loss absorption mechanisms among Additional Tier 1
instruments. Each prospective investor in the Notes must determine the suitability of such investment
in light of its own circumstances and have sufficient financial resources and liquidity to bear the risks
of an investment in the Notes, including the possibility that the entire principal amount of the Notes
could be lost. A prospective investor should not invest in the Notes unless it has the knowledge and
expertise (either alone or with a financial advisor) to evaluate how the Notes wil perform under
5

changing conditions, the resulting effects on the likelihood of a Write-Down or meeting the conditions
for resolution (as discussed below in "French law and European legislation regarding the resolution of
financial institutions may require the write-down or conversion to shares (or other instruments of
ownership) of the Notes or other resolution measures if the Issuer is deemed to meet the conditions
for resolution") and value of the Notes, and the impact of this investment on the prospective investor's
overall investment portfolio. These risks may be difficult to evaluate given their discretionary or
unknown nature. Each potential investor must determine the suitability of any investment in the Notes
in light of its own circumstances.
In particular, each potential investor should:
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will have
on its overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes;

understand thoroughly the terms of the Notes, including the provisions relating to the deeply
subordinated ranking and to payment and cancellation of interest and any write-down of the
Notes and be familiar with the behavior of any relevant indices and financial markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
applicable risks.
The Notes are deeply subordinated obligations
The Notes constitute direct, unconditional, unsecured and deeply subordinated obligations of the
Issuer which rank and wil rank junior in priority of payment to unsubordinated creditors (including
depositors) of the Issuer and to subordinated indebtedness of the Issuer, any prêts participatifs
granted to the Issuer, any titres participatifs issued by it (participating loans and participating
securities, respectively, each as defined under French law), as more fully described in the Terms and
Conditions of the Notes.
If any judgment is rendered by any competent court declaring the judicial liquidation (liquidation
judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the rights of payment of the
Noteholders shall rank senior in priority only to any payments to holders of Issuer Shares. In the
event of incomplete payment of unsubordinated creditors and subordinated creditors ranking ahead of
the claim of the Noteholders, the obligations of the Issuer in connection with the Notes wil be
terminated. Noteholders wil be responsible for taking all steps necessary for the orderly
accomplishment of any collective proceedings or voluntary winding up in relation to any claims they
may have against the Issuer.
Although deeply subordinated debt obligations such as the Notes may pay a higher rate of interest
than comparable securities that are not subordinated, there is a substantial risk that investors will lose
all or some of their investment should the Issuer become insolvent.
The Issuer is not prohibited from issuing further debt, which may rank pari passu with or
senior to the Notes
There is no restriction on the amount of debt that the Issuer may issue that ranks senior to the Notes
or on the amount of securities that it may issue that rank pari passu with the Notes. The Issuer's
incurrence of additional debt may have important consequences for investors in the Notes, including
increasing the risk of the Issuer's inability to satisfy its obligations with respect to the Notes; a loss in
the trading value of the Notes, if any; and a downgrading or withdrawal of the credit rating of the
Notes. The issue of any such debt or securities may reduce the amount recoverable by investors
upon the Issuer's bankruptcy. If the Issuer's financial condition were to deteriorate, the Noteholders
could suffer direct and materially adverse consequences, including suspension of interest and
reduction of interest and principal and, if the Issuer were liquidated (whether voluntarily or
6

involuntarily), the Noteholders could suffer loss of their entire investment. See also "Noteholders'
returns may be limited or delayed by the insolvency of Société Générale" below.
There are no events of default under the Notes
The Terms and Conditions of the Notes do not contain any events of default allowing acceleration of
the Notes if certain events occur. Accordingly, if the Issuer fails to meet any obligations under the
Notes, including the payment of any interest, investors wil not have the right of acceleration of
principal. Upon a payment default, the sole remedy available to Noteholders for recovery of amounts
owing in respect of any payment of principal or interest on the Notes wil be the institution of judicial
proceedings to enforce such payment. Notwithstanding the foregoing, the Issuer will not, by virtue of
the institution of any such proceedings, be obliged to pay any sum or sums sooner than the same
would otherwise have been payable by it.
Furthermore, any Write-Down of the Notes shal also not constitute any event of default or a breach of
the Issuer's obligations or duties or a failure to perform by the Issuer in any manner whatsoever and
shal not entitle Noteholders to petition for the insolvency or dissolution of the Issuer. See also "The
principal amount of the Notes may be reduced to absorb losses" below.
In certain circumstances, the Issuer may decide not to pay interest on the Notes or be required
by the terms of the Notes not to pay such interest
The Issuer may elect, for no reason and without stating a reason, and in certain circumstances will be
required, not to pay al or some of the Interest Amounts falling due on the Notes on any Interest
Payment Date. The Issuer wil be required to cancel the payment of all or some of the Interest
Amounts falling due on the Notes: (a) if and to the extent that the Interest Amounts payable on any
Interest Payment Date falling in any financial year, when aggregated together with distributions on all
other own funds instruments (not including, for the avoidance of doubt, any Tier 2 instruments) and
any additional amounts payable in accordance with Condition 10.1 (Gross up) scheduled for payment
in such financial year, exceed the amount of Distributable Items; and (b) to the extent required by the
Relevant Rules, if and to the extent that such payment would cause the Maximum Distributable
Amount (as defined in Condition 2 (Definitions and Interpretation)) then applicable to the Issuer to be
exceeded, when aggregated together with distributions of the kind referred to in Article 141(2) of the
Capital Requirements Directive (as defined in Condition 2 (Definitions and Interpretation)) or any other
similar provision of the Relevant Rules that are subject to the same limit. See Condition 6.10
(Cancellation of Interest Amounts).
Under the Capital Requirements Directive and, once the final compromise text published by the
Council of the European Union on 14 February 2019 for the modification of the BRRD (as defined in
Condition 2 (Definitions and Interpretation)) wil be implemented, under the BRRD, the Maximum
Distributable Amount serves, if applicable, as an effective cap on payments and distributions. In the
event of a breach of the combined buffer requirement under Article 141(2) of the Capital
Requirements Directive or in the event of a breach of the combined buffer requirement, when
considered in addition to the minimum of own funds and eligible liabilities (MREL) requirement, under
the contemplated Article 16a of the proposed amendments to the BRRD, the restrictions on payments
and distributions, if any, wil be scaled according to the extent of the breach of the combined buffer
requirement and calculated as a percentage of the institution's profits for the relevant period. Such
calculation will result in a Maximum Distributable Amount for the relevant period.
Further, the Issuer will cancel the payment of an Interest Amount (in whole or, as the case may be, in
part) if the Regulator notifies the Issuer that, in its sole discretion, it has determined that the Interest
Amount (in whole or in part) should be cancelled pursuant to Article 104(1)(i) of the Capital
Requirements Directive.
Any interest not so paid on any such Interest Payment Date shall be cancel ed and shall no longer be
due and payable by the Issuer. A cancellation of interest pursuant to Condition 6 (Interest) does not
constitute a default under the Notes for any purpose. Furthermore, it is possible that Interest Amounts
on the Notes wil be cancelled, while junior or pari passu securities remain outstanding and continue
to receive payments. The Issuer currently intends to give due consideration to the Notes' position in
the capital hierarchy and preserve seniority of claims. However, even if the Issuer is willing to make
distribution payments, it could be prevented from doing so by regulatory provisions and/or regulatory
action. In all such instances, Noteholders would receive no, or only reduced, interest on the Notes.
7

Any actual or anticipated cancellation of interest on the Notes will likely have an adverse effect on the
market price of the Notes. In addition, as a result of the interest cancel ation provisions of the Notes,
the market price of the Notes may be more volatile than the market prices of other debt securities on
which interest accrues that are not subject to such cancellation and may be more sensitive generally
to adverse changes in the Issuer's financial condition. Any indication that the Issuer's Common
Equity Tier 1 capital ratio is trending towards the minimum applicable combined buffer may have an
adverse effect on the market price of the Notes.
The Capital Requirements Directive includes "Pillar 2" capital requirements that are in addition
to the minimum "Pillar 1" capital requirement. These "Pillar 2" additional capital requirements
will restrict the Issuer from making interest payments on the Notes in certain circumstances
In addition to the "Pil ar 1" "own funds" and buffer capital requirements, the Capital Requirements
Directive provides that competent authorities may require additional "Pil ar 2" capital to be maintained
by an institution relating to elements of risks which are not fully captured by the minimum "own funds"
requirements (additional own funds requirements) or to address macro-prudential requirements.
"Pillar 2" capital consists of two parts: "Pillar 2" requirements (which are binding and breach of which
can have direct legal consequences for banks, including the triggering of the capital conservation
measures of Article 141 of the Capital Requirements Directive) and "Pil ar 2" guidance (with which
banks are expected to comply but breach of which does not automatically trigger the capital
conservation measures of Article 141 of CRD). Accordingly, in the capital stack of a bank, the "Pillar
2" guidance is in addition to (and "sits above") that bank's "Pil ar 1" capital requirements, its "Pil ar 2"
requirements and its combined buffer requirement. "Pillar 2" requirements sit above the "Pil ar 1"
capital requirements but below the combined buffer requirement.
The European Banking Authority (the EBA) published guidelines on 19 December 2014 addressed to
national supervisors on common procedures and methodologies for the supervisory review and
evaluation process (SREP) which contained guidelines proposing a common approach to determining
the amount and composition of additional own funds requirements which were implemented with
effect from 1 January 2016.
Following the results of the 2018 SREP published in February 2019, the ECB notified the level of
additional requirement in respect of Pillar 2 for the Issuer, relevant for the Maximum Distributable
Amount under article 141 of the Capital Requirements Directive which is equal to 1.75% made of
CET1 as from 1 March 2019 (increased from 1.50% in 2018). Taking into account the different
additional regulatory buffers, the minimum requirement in respect of the Common Equity Tier 1 ratio
that would trigger the Maximum Distributable Amount mechanism under article 141 of the Capital
Requirements Directive was approximately 8.7% (phased-in ratios as of 31 December 2018) and has
subsequently increased to approximately 9.9% as from 1 March 2019 (including 0.1% of
countercyclical buffers as of 31 December 2018 and the end of the phasing period for conservation
and systemic buffers). The regulatory CET1 fully-loaded ratio of the Issuer at 31 December 2018 was
10.9%, which is above the ECB requirements stated above.
The SREP ratio is reviewed annually and global systematically important banks ("G-SIB"), which
include the Issuer, and countercyclical buffers may change in future. See also "The Issuer may be
subject to higher capital requirements", below.
There are also own fund requirements on the Tier 1 capital ratio and the total capital ratio.
The EBA issued an opinion on 16 December 2015 on the trigger, calculation and transparency of the
Maximum Distributable Amount under the Capital Requirements Directive. The opinion clarifies that
Common Equity Tier 1 capital taken into account for the calculation of the Maximum Distributable
Amount under the Capital Requirements Directive must be in excess of that held to meet Pil ar 1 and
Pil ar 2 requirements, which should be met at all times. In line with the approach recommended in the
EBA opinion, the ECB publishes presentations on its SREP methodology since 2016 (the last one
was published in 2018) in which it outlined that only Common Equity Tier 1 capital in excess of that
used to meet an institution's Pillar 1 and Pillar 2 Common Equity Tier 1 capital requirements wil be
taken into account for determining the Maximum Distributable Amount under the Capital
Requirements Directive. This is also reflected in the current proposals issued by the Council of the
European Union published in February 14, 2019 for the modification of the Capital Requirements
Directive.
It is not yet clear how and to which extent the aforementioned proposal wil be implemented in France.
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The principal amount of the Notes may be reduced to absorb losses
The Notes are being issued for capital adequacy regulatory purposes with the intention and purpose
of being eligible as Tier 1 Capital of the Issuer. Such eligibility depends upon a number of conditions
being satisfied, which are reflected in the Terms and Conditions of the Notes. One of these relates to
the ability of the Notes and the proceeds of their issue to be available to absorb any losses of the
Issuer. Accordingly, if the Issuer's then applicable Common Equity Tier 1 capital ratio falls below
5.125% on a consolidated basis, the Current Principal Amount of the Notes wil be reduced. The
Issuer shall provide notice of any such write-down to Noteholders, but any failure by the Issuer to
provide such notice shal not prevent or otherwise impact the exercise of any such write-down. See
Condition 7 (Loss Absorption and Return to Financial Health).
The terms of other capital instruments already in issue or to be issued after the date of this
Prospectus by the Issuer may vary and accordingly such instruments may not be written down at the
same time, or to the same extent, as the Notes, or at all. Alternatively, such other capital instruments
may provide that they shal convert into Common Equity Tier 1 instruments or become entitled to
reinstatement of the principal amount of the Notes or other compensation in the event of a potential
recovery of the Issuer or any other member of the Group or a subsequent change in the Group's
financial condition. Such capital instruments may also provide for such reinstatement or
compensation in different circumstances from those in which, or to a different extent to which, the
principal amount of the Notes may be reinstated.
The Issuer's current and future outstanding junior or pari passu securities might not include write-
down or similar features with triggers comparable to those of the Notes. As a result, it is possible that
the Notes wil be subject to a Write-Down, while junior or pari passu securities remain outstanding and
Noteholders thereof continue to receive payments thereunder. Upon the occurrence of a Loss
Absorption Event, and to the extent that the prior or pro rata write-down or conversion of any other
capital instruments issued by the Issuer is not applicable under their respective terms, or if applicable,
does not occur for any reason, the Write-Down of the Notes shal not in any way be affected.
Noteholders may lose all or some of their investment as a result of a Write-Down or in certain other
circumstances under the BRRD, as transposed into French law (See also "French law and European
legislation regarding the resolution of financial institutions may require the write-down or conversion to
shares (or other instruments of ownership) of the Notes or other resolution measures if the Issuer is
deemed to meet the conditions for resolution" below).
In addition, if any judgment is rendered by any competent court declaring the judicial liquidation
(liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason prior to the Notes
being written up in full pursuant to Condition 7, Noteholders' claims for principal will be based on the
then-reduced Current Principal Amount of the Notes. Further, during the period of any Write-Down
pursuant to Condition 7, interest will accrue on the Current Principal Amount of the Notes and the
Notes will be redeemable at the Current Principal Amount, which wil be lower than the Original
Principal Amount.
The extent to which the Issuer makes a profit from its operations (if any) or the extent to which it has
reduced its risk-weighted assets will affect whether the principal amount of the Notes may be
reinstated to their Original Principal Amount. The Issuer wil not in any circumstances be obliged to
write up the principal amount of the Notes, but any write-up must be undertaken on a pro rata basis
with any other Tier 1 instruments providing for a reinstatement of principal amount in similar
circumstances (see also the definition of Discretionary Temporary Write-Down Instrument in Condition
2 (Definitions and Interpretation)). See also Condition 7.3 (Return to Financial Health).
The market price of the Notes is expected to be affected by fluctuations in the Issuer's consolidated
Common Equity Tier 1 capital ratio. Any indication that the Issuer's consolidated Common Equity Tier
1 capital ratio is trending towards 5.125% may have an adverse effect on the market price of the
Notes. The level of the Issuer's consolidated Common Equity Tier 1 capital ratio may significantly
affect the trading price of the Notes.
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The Issuer's Common Equity Tier 1 capital ratio and the Maximum Distributable Amount will be
affected by a number of factors, any of which may be outside the Issuer's control, as well as
by its business decisions and, in making such decisions, the Issuer's interests may not be
aligned with those of the Noteholders
The occurrence of a Loss Absorption Event is inherently unpredictable and depends on a number of
factors, any of which may be outside the Issuer's control. The calculation of the Issuer's Common
Equity Tier 1 capital ratio could be affected by one or more factors, including, among other things,
changes in the mix of the Group's business, major events affecting its earnings, dividend payments by
the Issuer, regulatory changes (including changes to definitions and calculations of regulatory capital
ratios and their components) and the Group's ability to manage risk-weighted assets in both its
ongoing businesses and those which it may seek to exit.
The Common Equity Tier 1 capital ratio and the Maximum Distributable Amount will also depend on
the Group's decisions relating to its businesses and operations, as well as the management of its
capital position, and may be affected by changes in applicable accounting rules, or by changes to
regulatory adjustments which modify the regulatory capital impact of accounting rules. The Issuer will
have no obligation to consider the interests of Noteholders in connection with its strategic decisions,
including in respect of its capital management. Noteholders wil not have any claim against the Issuer
or any other member of the Group relating to decisions that affect the business and operations of the
Group, including its capital position, regardless of whether they result in the occurrence of the relevant
trigger event. Such decisions could cause Noteholders to lose all or part of the value of their
investment in the Notes.
On 9 November 2015, the Financial Stability Board (the FSB) published its final principles regarding
G-SIBs in resolution. The FSB principles seek to ensure that G-SIBs wil have sufficient loss
absorbing capacity available in a resolution of such an entity, in order to minimize any impact on
financial stability, ensure the continuity of critical functions and avoid exposing taxpayers to loss. On
July 6, 2017, the FSB issued guiding principles on the internal total loss absorbing capacity (TLAC) of
G-SIBs. The TLAC requirements are expected to be complied with since January 1, 2019 in
accordance with the FSB principles. However, according to the final compromise text for the
modification of the Capital Requirements Regulation (as defined in Condition 2 (Definitions and
Interpretation)) published by the Council of the European Union in February 2019, European Union G-
SIBs will have to comply with TLAC requirements, on top of the MREL requirements, as from the entry
into force of the amending regulation in addition to capital requirements applicable to the Issuer.
Under future regulation, any failure or perceived likelihood of failure by the Issuer and / or the Group
to comply with its MREL requirements may have a material adverse effect on the Issuer's or the
Group's business, financial conditions and results of operations and could result, among other things,
in the imposition of restrictions or prohibitions on discretionary payments by the Issuer, including the
payment of distributions on the Notes. In such a scenario, the resolution authority may also carry out
an assessement of whether the institution is failing or likely to fail and thereby increase the risk of an
exercise of write-down powers.
The final compromise text published by the Council of the European Union in February 14, 2019 for
the modification of the Capital Requirements Directive includes also a new article 141a which clarifies,
for the purpose of restriction on distributions, the relationship between the additional own funds
requirements, and the minimum own funds requirements and the combined buffer requirements.
Under this new provision, an institution such as the Issuer may be considered as failing to meet the
combined buffer requirement for the purpose of Article 141 of the Capital Requirements Directive
where it does not have own funds and eligible liabilities in an amount and of the quality needed to
meet at the same time the requirement defined in Article 128(6) of the Capital Requirements Directive
(i.e. the combined buffer requirement) as well as each of the minimum own funds requirements and
the additional own funds requirements.
The new article 16a which is proposed to be included in the BRRD will clarify the stacking order
between the combined buffer requirement and the MREL requirements. Pursuant to this new
provision, which wil be applicable after implementation in the national rules, a resolution authority
shal have the power to prohibit an entity from distributing more than the maximum distributable
amount for own funds and eligible liabilities (calculated in accordance with the proposed Article 16a(4)
of the BRRD, the M-MDA) where the combined buffer requirement, when considered in addition to the
MREL requirements, is not met. The proposed Article 16a in its current form envisages a potential
nine-month grace period at the end of which the resolution authority is compel ed to exercise its power
under the provisions (subject to certain limited exceptions).
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