Obligation SG Émetteur 22.5% ( CH0375314082 ) en USD

Société émettrice SG Émetteur
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  CH0375314082 ( en USD )
Coupon 22.5% par an ( paiement semestriel )
Echéance 10/01/2023 - Obligation échue



Prospectus brochure de l'obligation SG Issuer CH0375314082 en USD 22.5%, échue


Montant Minimal 1 000 USD
Montant de l'émission 2 600 000 USD
Description détaillée SG Issuer est une société spécialisée dans l'émission et la gestion de titres financiers, filiale du groupe Société Générale.

L'Obligation émise par SG Émetteur ( France ) , en USD, avec le code ISIN CH0375314082, paye un coupon de 22.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/01/2023










BASE PROSPECTUS DATED 27 JUNE 2017
SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
SG OPTION EUROPE
as Issuer
as Issuer
(incorporated in Luxembourg)
(incorporated in France)

Debt Instruments Issuance Programme

For guidance on using this Base Prospectus and navigating between the different sections hereof, please refer to "Base
Prospectus - User Guide" on page 91 of this Base Prospectus (which is intended to assist investors in review of this Base
Prospectus but which should nevertheless be read in conjunction with the other sections of this Base Prospectus).
Under the Debt Instruments Issuance Programme (the Programme), each of Société Générale, SG Issuer and SG Option Europe (each an Issuer and together the Issuers) may
from time to time issue Notes (the Notes such definition to include CDIs, as defined below, where applicable) denominated in any currency agreed by the Issuer of such Notes (the
relevant Issuer) and the relevant Purchaser(s) (as defined below).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (such expression including the Italian Certificates, as defined in "Terms and Conditions of
the English Law Notes"), any reference in the relevant section of this Base Prospectus and in the applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a
reference to "Certificates" and "Certificateholders".
Notes issued under the Programme may either be unsecured or secured (Secured Notes), as specified in the applicable Final Terms and as further described herein.
Payments in respect of Notes issued by SG Issuer or SG Option Europe will be unconditionally and irrevocably guaranteed by Société Générale (the Guarantor). Subject as set out
herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed under the
Programme from time to time (each a Dealer and together the Dealers). Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to
as Purchasers. The terms and conditions of the English Law Notes (the English Law Notes) and the Uncertificated Notes (the Uncertificated Notes) are set out herein in "Terms
and Conditions of the English Law Notes" and the terms and conditions of the French Law Notes (the French Law Notes) are set out herein in "Terms and Conditions of the French
Law Notes".
English Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in "Terms and Conditions of the English Law Notes") or registered form
(Registered Notes) or in uncertificated form (Uncertificated Notes). Bearer Notes and Registered Notes may be represented by one or more Global Notes (as defined in "Terms
and Conditions of the English Law Notes"). Uncertificated Notes shall include Uncertificated Nordic Notes, Uncertificated SIS Notes and EUI Notes and will be issued in uncertificated
and dematerialised book-entry form, all as defined and further described in "Form of the Notes".
Bearer Notes (other than Bearer SIS Notes) will be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes or NGN), a
common safekeeper (Common Safekeeper) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking S.A. (Clearstream,
Luxembourg). Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with the Swiss securities services corporation SIX SIS Ltd (SIS) or any other
intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss Exchange).
Registered Notes will (i) be deposited with a Common Depositary for Euroclear and Clearstream, Luxembourg, (ii) in the case of Registered Global Notes (as defined in "Terms and
Conditions of the English Law Notes") issued under the new safekeeping structure (New Safekeeping Structure or NSS) registered in the name of a nominee of one of the
International Central Securities Depositaries (ICSDs) acting as Common Safekeeper, or (iii) in the case of certain U.S. Exempt Securities (as defined herein) other than Combined
Global Notes (as defined herein), be deposited with a custodian for, and registered in the name of a nominee of, DTC.
Noteholders may hold EUI Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) (such clearing system, EUI) either directly (CREST Notes) or
through the issuance of CREST Depository Interests (such securities, CDIs) representing underlying Notes (CREST Notes and CDIs together to be known as EUI Notes). CDIs are
independent securities constituted under English law and transferred through CREST. CDIs will be issued by CREST Depository Limited pursuant to a global deed poll dated 25 June
2001 (as subsequently modified, supplemented and/or restated, the CREST Deed Poll), as al more fully described in Book Entry Clearance Systems. French Law Notes (as defined
below) may be issued in dematerialised form or materialised form.
French Law Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised form (Materialised Notes) as more fully described in "Form of the Notes"
herein.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without coupons attached (a
Temporary Global Certificate) initially will be issued in connection with Materialised Notes.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005, as amended, which implements the Prospectus Directive (the Luxembourg Act) to approve this document as a base prospectus. Such
application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year or to Notes (which are not publically
offered) to be admitted to trading on the EuroMTF (as defined below). By approving this Base Prospectus, the CSSF gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality or solvency of the Issuers in line with the provisions of article 7(7) of the Luxembourg Act. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on (i) the Luxembourg Stock Exchange's regulated market and to be listed on the
Official List of the Luxembourg Stock Exchange and (ii) the multilateral trading facilities Euro MTF of the Luxembourg Stock Exchange (the Euro MTF). The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instrument Directive 2004/39/EC of 21 April 2004 as amended (a Regulated Market).
The EuroMTF is not a Regulated Market but it is subject to the supervision of the CSSF. Notes issued under the Programme may also be unlisted or listed and admitted to trading on
any other market, including any other Regulated Market in any Member State of the EEA and/or offered to the public in any Member State of the EEA. The applicable Final Terms in
respect of the issue of any Notes (as defined below) will specify whether or not such Notes will be listed and admitted to trading on any market and/or offered to the public in any
Member State of the EEA and, if so, the relevant market.
Application has also been made to SIX Swiss Exchange to approve this document as an "issuance programme" for the listing of derivatives and an "issuance programme" for the
listing of bonds, both in accordance with the listing rules of SIX Swiss Exchange. In respect of Notes to be listed on SIX Swiss Exchange, this Base Prospectus and the applicable
Final Terms will constitute the listing prospectus pursuant to the listing rules of SIX Swiss Exchange.
The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes admitted to trading on the Euro MTF and/or listed on SIX Swiss Exchange.
The CSSF assumes therefore no responsibility in relation to the issues of Notes admitted to trading on the Euro MTF and/or listed on SIX Swiss Exchange.
The Notes 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, as amended (the CEA). No person has registered and no person will register as a "commodity pool operator" of any Issuer under
the CEA and the rules thereunder (the CFTC Rules) of the CFTC, and no Issuer has been and no Issuer will be registered as an investment company under the United States
Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the Investment Company Act). Other than with respect to certain U.S. Exempt Securities







(as defined herein), 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, except for U.S. Exempt Securities (as defined herein), 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) (such a person or account as described herein, a Permitted Transferee). With the exception of U.S. Exempt Securities, the Notes are available
only to Permitted Transferees. Certain issues of English Law Notes of Société Générale, as specified in the applicable Offering Circular, may be offered and sold only (a) in offshore
transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act, and/or (b) to qualified institutional buyers (QIBs) in reliance upon Rule 144A under the
Securities Act (U.S. Exempt Securities). No issues of Notes by SG Issuer or SG Option Europe will be U.S. Exempt Securities. Information specific to any issue of U.S. Exempt
Securities (including information on the form of the Notes and applicable selling and transfer restrictions) shall be set out in an offering circular supplementing this Base Prospectus
(Offering Circular) in connection with the offer and sale of such U.S. Exempt Securities.Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of
Notes, the issue price of Notes which are applicable to each Tranche (as defined in the Terms and Conditions of the Notes) of Notes will be set out in a final terms document (the
Final Terms) which (except in the case of Private Placement Notes or Notes that must be distributed in or from Switzerland exclusively to Swiss Qualified Investors) (all as defined in
the sections entitled "Terms and Conditions of the English Law Notes" and "Terms and Conditions of the French Law Notes")) wil be filed with the CSSF. The Programme provides
that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, the
Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. In case of any issue of U.S. Exempt Securities,
all references herein to "Final Terms" shall include, or be interpreted to mean, the applicable Offering Circular.
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 to a non-United States holder as defined pursuant to Section 871(m) Regulations (a Non-U.S. Holder), without regard to any applicable
treaty rate, with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (U.S. Underlying Equities). Specifically, and subject to the 2017
exemption set out in Notice 2016-76 (the Notice), Section 871(m) Regulations will generally apply to Notes the pricing date of which occurs from 1 January 2017 that substantially
replicate the economic performance of one or more U.S. Underlying Equities as determined by the Issuer on the date for such Notes as of which the expected delta of the product is
determined by the Issuer (such date being the "pricing date") based on tests in accordance with the applicable Section 871(m) Regulations (for the purposes of the Notice, such
Notes are deemed "delta-one" instruments) (the Specified Notes). A Note linked to U.S. Underlying Equities which the Issuer has determined not to be a Specified Note will not be
subject to withholding tax under Section 871(m) Regulations. Investors are advised that the Issuer's determination is binding on all Non-U.S. Holders of the Notes, but it is not binding
on the United States Internal Revenue Service (the IRS) and the IRS may therefore disagree with the Issuer's determination.
The applicable Final Terms will specify if the Notes are Specified Notes, and, if so, whether the Issuer or its withholding agent will withhold tax under Section 871(m) Regulations and
the rate of the withholding tax. Investors should note that if the Issuer or any withholding agent determines that withholding is required, neither the Issuer nor the withholding agent
will be required to gross up any amounts withheld in connection with a Specified Note. Investors should consult their tax adviser regarding the potential application of Section 871(m)
Regulations to their investment in the Notes.
The Notes may be rated at the latest on the relevant Issue Date by one or more rating agencies. The rating(s) of the Notes (i f any) will be specified in the applicable Final Terms,
including as to whether or not such credit ratings are issued by credit rating agencies established in the European Union, registered (or which have applied for registration) under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the CRA Regulation) and are included in the list of credit
rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-
and-certified-CRAs).
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European
Union and registered under the CRA Regulation unless the rating is provided by a credit agency operating in the European Union before 7 June 2010 which has submitted an
application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change, or withdrawal at any time by the assigning rating agency without notice.
IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes state "Prohibition of Sales to EEA Retail Investors" as Applicable, the Notes, from 1 January
2018 are not intended to be offered, sold or otherwise made available to and, with effect from such date, 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
Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document
required by Regulation (EU) No 1286/2014 (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.
On 6 July 2016, Société Générale, SG Issuer and SG Option Europe issued a base prospectus describing the Programme. This Base Prospectus supersedes and replaces this base
prospectus and the supplements thereto (except in relation to pending offers to the public, as detailed in "On-going Public Offers") for the purpose of Notes admitted to trading on a
Regulated Market in any Member State of the EEA and/or offered to the public in any Member State of the EEA and issued after the date of this Base Prospectus.
__________________
ARRANGER
Société Générale Corporate & Investment Banking
_________________
DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust
SG Option Europe


2






TABLE OF CONTENTS
Section
Page
SUMMARY .............................................................................................................................................................. 4
RISK FACTORS ................................................................................................................................................... 40
ONGOING PUBLIC OFFERS ............................................................................................................................... 89
BASE PROSPECTUS ­ USER GUIDE ................................................................................................................ 91
IMPORTANT INFORMATION ............................................................................................................................... 98
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 104
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES ........................................ 112
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 117
FINAL TERMS OR DRAWDOWN PROSPECTUS ............................................................................................. 125
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................. 126
FORM OF THE NOTES ...................................................................................................................................... 127
FORM OF FINAL TERMS ................................................................................................................................... 136
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES .......................................................................... 187
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ........................................................................... 257
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .......................................................... 306
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ......................................................... 439
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS LINKED
NOTES ................................................................................................................................................................ 446
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 456
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 460
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ................................... 470
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 471
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 474
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 493
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 507
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 607
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ......................................................... 611
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES ........ 635
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .......................... 646
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 648
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................. 651
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ..................................................... 654
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES .............................................. 660
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 703
DEED OF GUARANTEE ..................................................................................................................................... 724
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ........................................................................................................ 728
DESCRIPTION OF SG ISSUER ......................................................................................................................... 730
DESCRIPTION OF SG OPTION EUROPE ......................................................................................................... 735
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE INDICES (SGI INDICES) ................................................................ 740
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES ...................... 751
BOOK ENTRY CLEARANCE SYSTEMS ........................................................................................................... 753
TAXATION .......................................................................................................................................................... 756
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ............................................................................. 796
GENERAL INFORMATION ................................................................................................................................ 818



3




Summary

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

Section A ­ Introduction and warnings
A.1
Warning
This summary must be read as an introduction to the Base Prospectus.


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


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


Civil liability attaches only to those persons who have tabled this summary, including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it
does not provide, when read together with the other parts of this Base Prospectus,
key information in order to aid investors when considering whether to invest in the
Notes.
A.2
Consent to the use
[Not Applicable. The Notes are not subject to a Public Offer in the European
of the Base
Economic Area]
Prospectus


[[The Issuer consents to the use of this Base Prospectus in connection with a resale
or placement of Notes in circumstances where a prospectus is required to be
published under the Prospectus Directive (a Non-exempt Offer) subject to the
fol owing conditions:


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


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

1
To be deleted in an issue specific summary


4




Summary

fol owing obligations:


(a)
it acts in accordance with al applicable laws, rules, regulations and
guidance (including from any regulatory body) applicable to the Non-exempt
Offer of the Notes in the Public Offer Jurisdiction, in particular the law
implementing the Markets in Financial Instruments Directive (Directive
2004/39/EC) as amended (hereinafter the Rules) and makes sure that (i)
any investment advice in the Notes by any person is appropriate, (i ) the
information to prospective investors including the information relating to any
expenses (and any commissions or benefits of any kind) received or paid by
this General Authorised Offeror under the offer of the Notes is ful y and
clearly disclosed prior to their investment in the Notes;


(b)
it complies with the relevant subscription, sale and transfer restrictions
related to the Public Offer Jurisdiction as if it acted as a Dealer in the Public
Offer Jurisdiction;


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


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


(e)
it co-operates with the Issuer and the relevant Dealer in providing relevant
information (including, without limitation, documents and records maintained
pursuant to paragraph (d) above) and such further assistance as reasonably
requested upon written request from the Issuer or the relevant Dealer in
each case, as soon as is reasonably practicable and, in any event, within
any time frame set by any such regulator or regulatory process. For this
purpose, relevant information that is available to or can be acquired by the
relevant financial intermediary:


(i)
in connection with any request or investigation by any regulator in
relation to the Notes, the Issuer or the relevant Dealer; and/or


(ii)
in connection with any complaints received by the Issuer and/or the
relevant Dealer relating to the Issuer and/or the relevant Dealer or
another Authorised Offeror including, without limitation, complaints
as defined in rules published by any regulator of competent
jurisdiction from time to time; and/or


(ii )
which the Issuer or the relevant Dealer may reasonably require
from time to time in relation to the Notes and/or as to al ow the
Issuer or the relevant Dealer ful y to comply with its own legal, tax


5




Summary

and regulatory requirements;


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


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


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


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


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


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


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


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


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


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


[(o)/(p)] it acknowledges that its commitment to respect the obligations above is
governed by [French law] [English law] and agrees that any related dispute


6




Summary

be brought before the [tribunaux de Paris, France] [English courts].


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


- the consent only extends to the use of this Base Prospectus to make Non-exempt
Offers of the Notes in [Belgium] [Czech Republic] [Denmark] [Finland] [France]
[Hungary] [Ireland] [Italy] [Luxembourg] [Norway] [Poland] [Portugal] [Slovak
Republic] [Spain] [Sweden] [The Netherlands] [United Kingdom].


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

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


[If the Issuer is SG Issuer:
Domicile: 33, boulevard Prince Henri, L-1724 Luxembourg.
Legal form: Public limited liability company (société anonyme).
Legislation under which the Issuer operates: Luxembourg law.
Country of incorporation: Luxembourg.]


[If the Issuer is SG Option Europe:
Domicile: 17, cours Valmy, 92800 Puteaux, France.
Legal form: Limited liability company (société anonyme).
Legislation under which the Issuer operates: French law.
Country of incorporation: France.]
B.4b
Known trends
[If the Issuer is Société Générale: In 2017, the global economy wil be marked by slow
affecting the issuer
improvement in OECD economies and the continued transition of the Chinese economic
and the industries
model.
in which it operates


The Eurozone struggled to recover sustained economic growth in 2016, thus slowing the
reduction of public deficits. The ECB should continue its accommodating monetary
policy at least until the end of 2017, thereby maintaining market interest rates at low
levels, in an environment where inflation should also remain low (although slightly above
the rate observed in the region in 2016). In the United States, the Fed should continue
its monetary tightening started in 2015, at a pace that wil be dependent on the country's
growth momentum, which could be strengthened by the first effects of the expansionary
economic policy of the new US administration. Despite these diverging monetary
policies, we should observe a slight steepening of the yield curve in both Europe and the
United States, with a gradual increase in long-term rates.


7




Summary



In emerging countries, growth in 2016 was moderate on the whole, and varied from
region to region. This trend should continue in 2017, in particular with the continued shift
in the Chinese growth model. However, commodity-producing countries should benefit
from a moderate increase in commodity prices. In particular, oil prices should be
supported by the production-limiting agreement signed within the OPEC at end-2016.


It is also likely that 2017 wil be marked by a highly uncertain geopolitical environment,
fol owing on from a certain number of events in 2016. Major elections wil be held in
several key European Union countries (the Netherlands, France and Germany), and the
year wil also see the kick-off of Brexit negotiations. In addition, several hotbeds of
instability or tension (in the Middle East or the China Sea) could adversely affect the
global economy, as could a potential deterioration in relations between certain major
world powers (United States, Russia and China).


2017 should also see the stabilisation of the regulatory framework (Basel reforms, IFRS,
etc.) and, for most banks, mark the end of the cycle of equity increases that began with
the financial crisis. In this context, the chal enge facing banks wil nonetheless remain
the development of a sustainable long-term growth model and the preservation of their
capacity to finance the economy. Indeed, the addition of recent regulatory constraints
wil weigh on the profitability of certain banking activities and thus influence the strategy
and development model of certain operators in the sector.


In Europe, due to the various elections to be held this year within the Eurozone, it is
likely that 2017 wil see little progress towards the third pil ar of the Banking Union,
regarding the creation of a European deposit guarantee facility. Ultimately, this facility
wil contribute to the stability and strengthening of the European banking sector, but
could entail significant costs for banking players.


Lastly, banks must continue to adapt to a certain number of fundamental shifts,
particularly the acceleration of technological changes, requiring them to radical y
transform their operational and relationship models. Moreover, the Group is working on
a medium-term strategic plan, which wil be disseminated towards the end of 2017.]


[If the Issuer is SG Issuer or SG Option Europe: The Issuer expects to continue its
activity in accordance with its corporate objects over the course of 2017.]
B.5
Description of the The Société Générale group (the Group) offers a wide range of advisory services and
issuer's group and tailored financial solutions to individual customers, large corporate and institutional
the
issuer's investors. The Group relies on three complementary core businesses:
position within the
French Retail Banking;
group



International Retail Banking, Financial Services and Insurance; and



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


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


[If the Issuer is SG Issuer or SG Option Europe: The Issuer is a subsidiary of the Group
and has no subsidiaries.]
B.9
Figure of profit
Not Applicable. The Issuer does not provide any figure of profit forecast or estimate.
forecast or estimate
of the issuer
B.10
Nature of any
Not Applicable. The audit report does not include any qualification.
qualifications in the
audit report on the
historical financial
information


8




Summary

B.12
Selected historical
[If the Issuer is Société Générale:
key financial

information

regarding the
issuer


Year ended

2015 (audited,
First Quarter
Year ended
First Quarter
except as
31.03.2017
2016
31.03.2016
mentioned
(Unaudited)
(audited)
(Unaudited)
otherwise *)

Results (in millions





of euros)

Net Banking Income
6,474
25,298
6,175
25,639


Operating income
1,203
6,390
1,367
5,681


Net income
889
4,338
1,022
4,395


Reported Group Net
747
3,874
924
4,001

income

French retail
319
1,486
328
1,441*

Banking

International Retail
433
1,631
300
1,111*

Banking & Financial
Services



Global Banking and
383
1,803
454
1,850*

Investor Solutions

Corporate Centre
(388)
(1,046)
(158)
(401)*


Net cost of risk
(627)
(2,091)
(524)
(3,065)









Activity (in billions





of euros)

Total assets and
1,401.2
1,382.2
1,367.9
1,334.4

liabilities

Customer loans
433.9
426.5
411.6
405.3


Customer deposits
415.7
421.0
372.5
379.6


Equity (in billions of





euros)

Group shareholders'
62.2
62.0
59.0
59.0

equity

Non-controlling
3.8
3.8
3.7
3.6

Interests

Cash flow





statements (in
millions of euros)

Net inflow (outflow)
N/A
18,442
N/A
21,492

in cash and cash
equivalent


(*) Amounts restated (unaudited) relative to the financial statements published at 31
December 2015 due to adjustments of the normative capital calculation method within
business lines.



[If the Issuer is SG Issuer:




(in K)
31 December 2015
31 December 2016 (audited)

(audited)


9




Summary


Total Revenue
102,968
90,991

Profit before tax
380
525

Profit for the
380
373
financial
period/year

Total Assets
37,107,368
53,309,975


[If the Issuer is SG Option Europe:




(in 000)
31 December 2015
31 December 2016 (audited)

(audited)

Net banking
57,072
24,834
income

Net income
9,888
1,583

Operating
14,068
(2,666)
income

Total assets
38,105,461
32,789,277

Dividends declared
0
0
per share


Statement as no
[If the Issuer is SG Issuer or SG Option Europe:
material adverse
There has been no material adverse change in the prospects of the Issuer since 31
change in the
December 2016.]
prospects of the
issuer since the
[If the Issuer is Société Générale:
date of its last
There has been no material adverse change in the prospects of the Issuer since 31
published audited
December 2016.]
financial
statements

Significant changes
[If the Issuer is SG Issuer or SG Option Europe:
in the issuer's
Not Applicable. There has been no significant change in the financial or trading position
financial or trading
of the Issuer since 31 December 2016.]
position
subsequent to the
[If the Issuer is Société Générale:
period covered by
Not Applicable. There has been no significant change in the financial or trading position
the historical
of the Issuer since 31 March 2017.]
financial
information

B.13
Recent events
Not Applicable. There has been no recent event particular to the Issuer which is to a
particular to the
material extent relevant to the evaluation of the Issuer's solvency.
issuer which are to
a material extent
relevant to the
evaluation of the
issuer's solvency

B.14
Statement as to
See Element B.5 above for the Issuer's position within the Group.
whether the issuer
[Société Générale is the ultimate holding company of the Group. However, Société
is dependent upon
Générale operates its own business; it does not act as a simple holding company vis-à-
other entities within
vis its subsidiaries.]


10