Obligation SG Émetteur 0% ( DE000SR7X8H4 ) en USD

Société émettrice SG Émetteur
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  DE000SR7X8H4 ( en USD )
Coupon 0%
Echéance 27/10/2025 - Obligation échue



Prospectus brochure de l'obligation SG Issuer DE000SR7X8H4 en USD 0%, échue


Montant Minimal 100 USD
Montant de l'émission 50 000 000 USD
Description détaillée SG Issuer est une société spécialisée dans l'émission et la gestion de titres financiers, filiale du groupe Société Générale.

Un nouveau titre obligataire, identifié par le code ISIN DE000SR7X8H4, a été émis par SG Issuer, une entité généralement affiliée au groupe bancaire français Société Générale, sous la juridiction d'émission française. Cette obligation, actuellement négociée à 100% de son pair sur le marché, est libellée en dollars américains (USD) et se distingue par un taux d'intérêt de 0%, la classifiant comme une obligation zéro-coupon, ce qui signifie qu'elle ne verse pas de coupons périodiques à ses détenteurs. Sa date de maturité est fixée au 27 octobre 2025, et l'émission totale représente un montant nominal de 50 000 000 USD, avec une taille minimale d'achat de 100 USD; bien qu'aucun intérêt ne soit versé, une fréquence de paiement de 2 (semestrielle) est spécifiée dans ses termes.












BASE PROSPECTUS DATED 21 JUNE 2021

SOCIETE GENERALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
SOCIETE GENERALE EFFEKTEN GMBH
as Issuer
as Issuer
(incorporated in Luxembourg)
(incorporated in Germany)

Debt Instruments Issuance Programme

Under the Debt Instruments Issuance Programme (the Programme), each of Societe Generale, SG Issuer and Societe Generale Effekten GmbH (each an Issuer and together the
Issuers) may from time to time issue Notes (the Notes) denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant purchaser(s).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (as defined in "Terms and Conditions of the German Law Notes"), any reference in the
relevant section of this Base Prospectus and in the applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a reference to "Certificates" and
"Certificateholders".
Notes issued under the Programme may either be unsecured or secured (Secured Notes), as specified in the applicable Final Terms and as further described herein.
Payments in respect of Notes issued by SG Issuer or Societe Generale Effekten GmbH will be unconditionally and irrevocably guaranteed by Societe Generale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed under the
Programme from time to time (each a Dealer and together the Dealers). Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to
as Purchasers. The terms and conditions of the German Law Notes (the German Law Notes) are set out herein in the "Terms and Conditions of the German Law Notes".
German Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the German Law
Notes"). Bearer Notes may be represented by one or more Global Notes (as defined in the section headed "Terms and Conditions of the German Law Notes").
Bearer Notes (other than Bearer SIS Notes) will be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes or NGN), a
common safekeeper (Common Safekeeper) on behalf of Euroclear Bank SA/NV as operator of the Euroclear System (Euroclear) and Clearstream Banking, S.A. (Clearstream,
Luxembourg) and Clearstream Banking AG, Germany (Clearstream, Germany). Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with the Swiss
securities services corporation SIX SIS Ltd (SIS) or any other intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss Exchange).
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) which is the Luxembourg competent authority for the
purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation and such approval shall not be considered as an endorsement of the Issuers, the Guarantor and of the
quality of the securities that are the subject of this Base Prospectus. The CSSF gives no undertaking as to the economic and financial soundness of the Notes issued under the Debt
Instruments Issuance Programme (the Programme) or the quality or solvency of the Issuer, in accordance with the provisions of Article 6(4) of the Luxembourg act on prospectuses
for securities dated 16 July 2019, as amended. Such approval does not extend to money market instruments (as defined in the Prospectus Regulation) having a maturity of less than
one year or to Notes (which are not publicly offered) to be admitted to trading on the Euro MTF (as defined below).
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 facility 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 Instruments Directive 2014/65/EU of 15 May
2014 (as amended, MiFID II) (a Regulated Market).
The Euro MTF is not a Regulated Market and accordingly the CSSF is not the competent authority for the approval of this Base Prospectus in connection with Notes issued under the
Programme which are admitted to trading on the Euro MTF, but the Euro MTF is subject to the supervision of the CSSF. The CSSF has neither reviewed nor approved any
information in this Base Prospectus pertaining to Notes admitted to trading on the Euro MTF. The CSSF therefore assumes no responsibility in relation to the issues of Notes
admitted to trading on the Euro MTF.
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.
This Base Prospectus has been approved on 21 June 2021 and is valid until 21 June 2022 and must during such period and in accordance with Article 23 of Regulation (EU)
2017/1129, as amended, be completed by a supplement to the Base Prospectus in the event of any new significant facts or material errors or inaccuracies. The obligation to
supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Base Prospectus is no longer valid.
This Base Prospectus will be filed with SIX Exchange Regulation Ltd (prospectus office) as competent review body under the Swiss Financial Services Act (the "FinSA") for
automatic acceptance of this Base Prospectus as an issuance prospectus in accordance with article 54(2) of the FinSA.The CSSF has neither reviewed nor approved any information
in this Base Prospectus pertaining to Notes listed on SIX Swiss Exchange.
The Notes and any guarantee thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or under the
securities law of any state or political sub-division of the United States, and trading in the Notes has not been approved by the Commodities Futures Trading Commission (the CFTC)
under the United States Commodities Exchange Act of 1936, as amended (the CEA). No person has registered and no person will register as a commodity pool operator of any
Issuer under the CEA and the rules thereunder (the CFTC Rules) of the CFTC, and no Issuer has been and no Issuer will be registered as an investment company under the United
States Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the Investment Company Act). The Notes are being offered and sold in reliance
on an exemption from the registration requirements of the Securities Act pursuant to Regulation S thereunder (Regulation S).
Accordingly, the Notes may not be offered, sold, pledged or otherwise transferred except in an "offshore transaction" (as defined under Regulation S) to or for the account or benefit
of a person who (a) is not a U.S. person as defined in Rule 902(k)(1) of Regulation S; and (b) is not a person who comes within any definition of U.S. person for the purposes of the
CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a "Non-United States person" defined under CFTC
Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not "Non-United States persons," shall be considered a
U.S. person) and (c) is not a "U.S. person" for purposes of the final rules implementing the credit risk retention requirements of Section 15G of the U.S. Securities Exchange Act of
1934, as amended (the U.S. Risk Retention Rules) (a Risk Retention U.S. Person) (such a person or account, Permitted Transferee). The Notes described herein are available
only to Permitted Transferees.
The Notes are being offered and sold outside the United States to non-U.S. persons. The Notes are not being offered to investors in the United States or to any U.S. persons,
including qualified institutional buyers.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes which are applicable to each issuance (as defined in the
General 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 Exempted Swiss Public Offer Note or
Exempt Offer Note) (all as defined in the sections entitled "General Terms and Conditions of the German Law Notes")) will be filed with the CSSF.











THE NOTES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES
OR COMMODITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.

U.S. Treasury regulations issued under Section 871(m) of the U.S. Internal Revenue Code of 1986 (the Section 871(m) Regulations) generally impose a 30% withholding tax on
dividend equivalents paid or deemed paid (within the meaning of the relevant Section 871(m) Regulations) to a non-United States holder (a Non-U.S. Holder) with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities (U.S. Underlying Equities). Specifically, and subject to special rules from 2017 through 2022 set out
in Notice 2020-2 (the Notice), the Section 871(m) Regulations will generally apply to Notes issued on or after 1 January 2017 that substantially replicate the economic performance
of one or more U.S. Underlying Equities as determined by the Issuer on the date for such Notes as of which the expected delta of the product is determined by the Issuer based on
tests in accordance with the applicable Section 871(m) Regulations (for the purposes of the Notice, such Notes are deemed "delta-one" instruments) (the Specified Notes). A Note
linked to U.S. Underlying Equities which the Issuer has determined not to be a Specified Note will not be subject to withholding tax under Section 871(m) Regulations. Investors are
advised that the Issuer's determination is binding on all Non-U.S. Holders of the Notes, but it is not binding on the United States Internal Revenue Service (the IRS) and the IRS may
therefore disagree with the Issuer's determination.

The applicable Final Terms will specify if the Notes are Specified Notes, and, if so, whether relevant 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 relevant 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.

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and
practices of the jurisdiction in which the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions
may be available for financial instruments such as the Notes. Potential investors are advised to consult their own tax adviser on the tax impacts of the acquisition,
holding, disposal and redemption of the Notes. The requirement to pay such taxes may reduce the effective yield on the Notes and may also have an adverse impact on
their value.
IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes state that "Prohibition of Sales to EEA Retail Investors" are Applicable, the Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA).
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive 2016/97/EU (as amended or superseded, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes state "Prohibition of Sales to UK Retail Investors", as Applicable, the Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance/ target market ­ the Final Terms in respect of any Notes will include a legend entitled "MiFID II product governance" which will outline the target
market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by the European Securities and Markets
Authority (ESMA) on 5 February 2018, and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
distributor) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance rules under EU Delegated 2017/593 (the MiFID Product
Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger or the Dealer nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
UK MiFIR product governance / target market ­ the Final Terms in respect of any Notes will include a legend entitled "UK MiFIR Product Governance" which will outline 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 the ESMA on 5 February 2018 (in accordance
with the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR
Product Governance Rules.

The CSSF has neither reviewed nor approved any information in relation to Notes which are only listed on the SIX Swiss Exchange or offered to the public solely in Switzerland.
__________________
ARRANGER
Societe Generale
_________________
DEALERS
Societe Generale

SG Option Europe










TABLE OF CONTENTS

Section
Page

GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................................. 1
RISK FACTORS ..................................................................................................................................................... 7
IMPORTANT INFORMATION ............................................................................................................................... 24
REGULATORY INFORMATION ........................................................................................................................... 32
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES .......................................... 40
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 45
FINAL TERMS ...................................................................................................................................................... 51
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................... 52
FORM OF THE NOTES ........................................................................................................................................ 53
FORM OF FINAL TERMS ..................................................................................................................................... 57
MUSTER DER ENDGÜLTIGEN BEDINGUNGEN ................................................................................................ 57
GENERAL TERMS AND CONDITIONS OF THE GERMAN LAW NOTES ........................................................ 128
ALLGEMEINE EMISSIONSBEDINGUNGEN DER DEUTSCHRECHTLICHEN SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 128
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .......................................................... 242
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN ZU FORMELN ........................................................................... 242
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ......................................................... 465
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR STRUKTURIERTE SCHULDVERSCHREIBUNGEN ........ 465
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS
LINKED NOTES ................................................................................................................................... 481
ZUSÄTZLICHE BEDINGUNGEN FÜR AKTIENBEZOGENE SCHULDVERSCHREIBUNGEN UND
DEPOSITARY RECEIPTS-BEZOGENE SCHULDVERSCHREIBUNGEN .......................................... 481
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 497
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INDEXBEZOGENE SCHULDVERSCHREIBUNGEN ....... 497
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 504
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR SGI-INDEXBEZOGENE SCHULDVERSCHREIBUNGEN 504
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ................................... 522
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR REFERENZSATZBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 522
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 524
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR WECHSELKURSBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 524
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 529
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ROHSTOFFBEZOGENE SCHULDVERSCHREIBUNGEN529
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 571
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FONDSBEZOGENE SCHULDVERSCHREIBUNGEN...... 571
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 601
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR KREDITEREIGNISBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 601
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 733
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INFLATIONSBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 733
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ......................................................... 739
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ANLEIHEBEZOGENE SCHULDVERSCHREIBUNGEN .. 739
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES ........ 792
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ETP-BEZOGENE SCHULDVERSCHREIBUNGEN UND FÜR
ETF-BEZOGENE SCHULDVERSCHREIBUNGEN .............................................................................. 792


(i)







ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .......................... 815
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR NICHTEIGENKAPITALWERTPAPIERBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 815
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ..................................................... 819
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FUTUREBEZOGENE SCHULDVERSCHREIBUNGEN .... 819
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES .............................................. 829
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR PORTFOLIOBEZOGENE SCHULDVERSCHREIBUNGEN
.............................................................................................................................................................. 829
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 910
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR BESICHERTE SCHULDVERSCHREIBUNGEN ............... 910
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 946
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR VORZUGSAKTIENBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 946
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................. 952
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR OPTIONSSCHEINBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 952
FORM OF GUARANTEE .................................................................................................................................... 956
DESCRIPTION OF THE TRUST AGREEMENT AND THE LIMITATION OF RECOURSE IN RELATION TO
NOTES ISSUED BY SOCIETE GENERALE EFFEKTEN GMBH ........................................................ 959
DESCRIPTION OF SOCIETE GENERALE ........................................................................................................ 961
DESCRIPTION OF SG ISSUER ......................................................................................................................... 963
DESCRIPTION OF SOCIETE GENERALE EFFEKTEN GMBH ........................................................................ 967
DESCRIPTION OF SOCIETE GENERALE INDICES ("SGI INDICES") ............................................................ 969
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES ...................... 970
BOOK ENTRY CLEARANCE SYSTEMS ........................................................................................................... 972
WARNING REGARDING TAXATION................................................................................................................. 973
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ............................................................................. 974
GENERAL INFORMATION ................................................................................................................................ 981
ON-GOING NON-EXEMPT OFFERS ................................................................................................................. 984


(ii)




General Description of the Programme


GENERAL DESCRIPTION OF THE PROGRAMME
The fol owing description does not purport to be complete and is taken from, and is qualified in its entirety by, this Base
Prospectus and, in relation to the Terms and Conditions of any particular Tranche of Notes, the applicable Final Terms.
The fol owing description constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 as amended implementing the Prospectus Regulation.
Words and expressions defined in the sections headed "Form of the Notes", "General Terms and Conditions of the
German Law Notes" shal have the same meanings in this general description.
Hyperlinks of websites referred to in the Base Prospectus are exclusively for information purposes and must not be
regarded as part of the Base Prospectus itself, unless the information to which they refer is incorporated by reference in
the Base Prospectus.
1.
PARTIES TO THE PROGRAMME
Issuers
- Societe Generale
Issuer Legal Entity Identifier (LEI): O2RNE8IBXP4R0TD8PU41
- SG Issuer
Issuer Legal Entity Identifier (LEI): 549300QNMDBVTHX8H127
- Societe Generale Effekten GmbH
Issuer Legal Entity Identifier (LEI): 529900W18LQJJN6SJ336
Guarantor
Societe Generale
Arranger
Societe Generale
Dealers
Societe Generale, SG Option Europe and any other Dealers appointed in accordance with the Programme
Agreement.
Listing Agent, Fiscal Agent
Societe Generale Luxembourg
Paying Agents
Societe Generale (Paris), Societe Generale, Paris, Zurich Branch, Societe Generale, New York Branch, Societe
Generale Luxembourg, Societe Generale, Sucursal en España, Societe Generale Securities Services S.p.A.,
Computershare Investor Services (Jersey) Limited (for Notes cleared with Euroclear UK & Ireland Limited)
and/or any such additional or successor paying agent appointed in accordance with the General Terms and
Conditions of the German Law Notes.
In respect of Bearer SIS Notes, and other Notes listed on SIX Swiss Exchange, Societe Generale, Paris, Zurich
Branch shal act as Principal Swiss Paying Agent, together with further additional Swiss Paying Agents which
may be specified in the applicable Final Terms.
2.
DESCRIPTION
Debt Instruments Issuance Programme.
Notes issued under the Programme are intended to constitute "non-equity securities", within the meaning of
Article 2(c) of Prospectus Regulation.
3.
METHOD OF DISTRIBUTION
Notes may be distributed to qualified investors and/or non-qualified investors and, in each case, on a syndicated
or non-syndicated basis.
Notes may be offered at a price as specified in the applicable Final Terms which:
(a)
wil be the Issue Price or the Issue Price up to a maximum specified in the applicable Final Terms,
represented by a distribution fee payable upfront by the Issuer to the distributors; or
(b)
wil be the market price which wil be determined by the Dealer on a daily basis (and, as the case may
be, in accordance with market conditions then prevailing including the current market price of the
Underlying(s)); and/or wil evolve between the Issue Date and the last day of the Offer Period on a
linear basis in such way specified in the applicable Final Terms on the last day of the Offer Period and
wil be provided by the Dealer to any Noteholders upon request; or
(c)
wil be ful y subscribed by the Dealer and thereafter offered to the public in the secondary market in
France, at the Issue Price, during the Offer Period; or
(d)
wil evolve between dates specified in the applicable Final Terms in order to reach a specific maximum
level on a specific date, in accordance with the fol owing formula:
Offer Price (t) = OfferPriceBase x (1 + ConvergencePercentage x Nb(t) / 360)
Where :


1




General Description of the Programme


OfferPriceBase means a number specified in the applicable Final Terms;
ConvergencePercentage means a percentage specified in the applicable Final Terms; and
Nb(t) means the number of calendar days between the Issue Date and the date "t" on which the value
of the Notes is calculated (both dates included);or
(e)
wil be determined by the Dealer on a continuous basis in accordance with the market conditions then
prevailing and depending on market conditions, the offer price shal be equal to, higher or lower than
the Issue Price; or
(f)
wil be provided by the Dealer by way of quotes made available in the market specified in the
applicable Final Terms,
and which, in al cases, may be increased by such fees, if any, as disclosed in the applicable Final Terms.
4.
CURRENCIES
The payment obligations in respect of any Notes may be in any currency or currencies agreed between the
relevant Issuer and the relevant Dealer, subject to compliance with any applicable laws and regulations.
Payments in respect of Notes may, subject to compliance as aforesaid, be made in and/or linked to, any
currency or currencies other than the currency in which the Notes are denominated.
5.
ISSUE PRICE
Notes may be issued on a ful y-paid or a partly-paid basis and at an issue price (expressed either (i) as a
percentage of the Aggregate Nominal Amount or (ii) as an amount per Note of the relevant Specified
Denomination which is at par or at a discount to, or premium over, par (as specified in the applicable Final
Terms).
6.
REDEMPTION
The applicable Final Terms wil indicate either that the Notes cannot be redeemed prior to their stated maturity
(other than in specified instalments, if applicable, or for taxation reasons or fol owing an Event of Default or in
the event of an optional outstanding Notes trigger cal or, in relation to Secured Notes only, fol owing the
occurrence of a Collateral Disruption Event) or that such Notes (if Physical Delivery Notes) may be settled at
maturity or otherwise by receipt by the holder(s) of a cash amount and/or by delivery of the relevant Deliverable
Assets or that such Notes wil be redeemable at the option of the relevant Issuer and/or the Noteholders upon
giving not less than thirty nor more than forty five days' irrevocable notice (or such other notice period (if any) as
indicated in the applicable Final Terms) to the Noteholders or the relevant Issuer, as the case may be, on a date
or dates specified prior to such stated maturity and at a price or prices and on such terms as may be agreed
between the Issuer and purchaser(s) as indicated in the applicable Final Terms.
The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such
amounts and on such dates as indicated in the applicable Final Terms.
For Notes issued by Societe Generale that are not structured Notes (titres non structurés) as defined under
Article R.613-28 of the French Code Monétaire et Financier, the redemption, purchase or cancel ation prior their
Maturity Date wil be subject to the prior written permission of the Regulator and/or the Relevant Resolution
Authority to the extent required at such date.
7.
MATURITIES OF THE NOTES
Any maturity as indicated in the applicable Final Terms subject to such minimum or maximum maturities as may
be al owed or required from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified Currency.
Notes issued by SG Issuer or Societe Generale Effekten GmbH having a maturity of less than one year from the
date of issue are subject to certain restrictions on their denomination and distribution (see the paragraph
"Certain Restrictions ­ Notes having a maturity of less than one year" below).
8.
REDENOMINATION AND/OR CONSOLIDATION
The applicable Final Terms may provide that certain Notes may be redenominated in euro. The relevant
provisions applicable to any such redenomination are contained in the General Terms and Conditions of the
German Law Notes.
Notes denominated in a currency that may be redenominated into euro may be subject to consolidation with
other Notes denominated in euro.
9.
STATUS OF THE NOTES
Notes issued by Societe Generale wil constitute direct, unconditional, unsecured and unsubordinated
obligations of Societe Generale ranking as senior preferred obligations, as provided for in Article L. 613-30-3 I
3° of French Code Monétaire et Financier.
Notes issued by SG Issuer (other than Secured Notes) wil constitute direct, unconditional, unsecured and
unsubordinated obligations of SG Issuer.
Notes (other than Secured Notes) issued by Societe Generale Effekten GmbH wil constitute direct,
unconditional, unsecured and unsubordinated obligations of Societe Generale Effekten GmbH.
Secured Notes wil be issued by SG Issuer only.


2




General Description of the Programme


The provisions relating to Secured Notes are more ful y described in the section "Additional Terms and
Conditions relating to Secured Notes", respectively.
10.
EVENTS OF DEFAULT
For Notes issued by Societe Generale that are not structured Notes (titres non structurés) as defined under
Article R.613-28 of the French Code Monétaire et Financier there would be no event of default in respect of
such Notes if the applicable Final Terms specify that Event of Default is Not Applicable and the Noteholders wil
not be able to accelerate the maturity of such Notes.
11.
CERTAIN RESTRICTIONS
Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations,
restrictions or reporting requirements apply wil only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements in ful force (see "Subscription, Sale and Transfer
Restrictions") including the fol owing restrictions applicable at the date of this Base Prospectus.
Notes having a maturity of less than one year
Notes issued by SG Issuer or Societe Generale Effekten GmbH having a maturity of less than one year wil , if
the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the
prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000
unless they are issued to a limited class of professional investors and have a denomination of at least £100,000
or its equivalent, see "Subscription, Sale and Transfer Restrictions".
Under the Prospectus Regulation, prospectuses relating to money market instruments having a maturity at
issue of less than twelve months and complying with the definition of securities (as defined in the Prospectus
Regulation) do not constitute a prospectus for the purposes of the Prospectus Regulation.
12.
TYPE OF NOTES
No debt securities that are exchangeable or convertible into shares (under Article 19 of Commission Delegated
Regulation (EU) 2019/980) wil be issued under this Base Prospectus. Any benchmark to which a Note refers
wil be provided by an administrator included in the register referred to in Article 36 of the Benchmark
Regulation.
Fixed Rate Notes
Fixed rate interest wil be payable on such date(s) as indicated in the applicable Final Terms and on redemption
and wil be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer
and the relevant Dealer(s) as indicated in the applicable Final Terms.
Partly Paid Notes
The Issue Price of Partly Paid Notes wil be payable in more than one instalment.
While any part payments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no
interest in a Temporary or Permanent Global Note representing such Notes may be exchanged for Definitive
Bearer Notes.
If any Noteholder fails to pay any part payment due on any Partly Paid Notes within the time specified, the
relevant Issuer may have a right to redeem such Notes if so specified, and on the terms set out, in the
applicable Final Terms.
Floating Rate Notes
Floating Rate Notes wil bear interest at a rate determined (i) on the same basis as the floating rate under a
notional interest rate swap transaction in the relevant Specified Currency governed by an agreement evidenced
by a confirmation incorporating the 2021 ISDA Definitions (as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series) or (ii) on the basis of a reference rate appearing on an agreed screen page of a
commercial quotation service.
The margin (if any) relating to such floating rate wil be agreed between the relevant Issuer and the relevant
Dealer(s) for each issue of Floating Rate Notes and specified in the applicable Final Terms.
Floating Rate Notes may also have either a minimum interest rate or a maximum interest rate or both.
Interest wil be calculated on the basis of such Day Count Fraction as may be agreed between the relevant
Issuer and the relevant Dealer(s) as indicated in the applicable Final Terms.
Physical Delivery Notes
Payments in respect of Physical Delivery Notes (whether in respect of principal and/or interest and whether at
maturity or otherwise) and any delivery of any Deliverable Asset(s) in respect of Physical Delivery Notes wil be
made in accordance with the terms of the applicable Final Terms, subject always to applicable securities laws.
Zero Coupon Notes
Zero Coupon Notes wil not bear interest other than in the case of late payment.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a
floating rate to a fixed rate. Where the relevant Issuer has the right to effect such a conversion, this wil affect


3




General Description of the Programme


the secondary market and the market value of the Notes since the relevant Issuer may be expected to convert
the rate when it is likely to produce a lower overal cost of borrowing.
Dual Currency Notes
Payments in respect of Dual Currency Notes (whether in respect of principal and/or interest and whether at
maturity or otherwise) wil be made in such currency or currencies, and based on such rate or rates of
exchange, as the relevant Issuer and the relevant purchaser(s) may agree (as indicated in the applicable Final
Terms).
Other provisions in relation to Floating Rate Notes and Structured Notes
Floating Rate Notes and Structured Notes may also have a maximum interest rate, a minimum interest rate or
both, or be subject to a rate multiplier, in each case as set forth in the applicable Final Terms.
13.
TYPE OF STRUCTURED NOTES
Structured Notes
Structured Notes wil provide investors with an exposure to one or more Underlyings. Payments of any amounts
in respect of Structured Notes wil be calculated by reference to such Underlying. Item "Type of Structured
Notes" of the applicable Final Terms wil specify the relevant type of Underlying of the Structured Notes. Any
Structured Note may be exposed to more than one Underlying, in which case more than one type of Structured
Note wil be specified. For each such Underlying and type of Note, the relevant Additional Terms and Conditions
wil apply. The application of such Additional Terms and Conditions wil also be specified in item "Type of
Structured Notes" of the applicable Final Terms.
The applicable Final Terms wil specify the relevant Underlying and state where information on the relevant
Underlying, in particular on its past and future performance and on its volatility, can be found and whether or not
the relevant Issuer intends to provide further information on the Underlying.
Each type of Underlying for Structured Notes is further described below.
Share Linked Notes and Depositary Receipts Linked Notes
Payments in respect of Share Linked Notes and Depositary Receipts Linked Notes wil be calculated by
reference to one or more shares or depositary receipts as agreed between the relevant Issuer and the relevant
Dealer(s) and specified in the applicable Final Terms. Share Linked Notes and Depositary Receipts Linked
Notes may also provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the
Additional Terms and Conditions for Share Linked Notes and Depositary Receipts Linked Notes. Share Linked
Notes and Depositary Receipts Linked Notes may be subject to early redemption or adjustment if certain
corporate events, delisting, merger or de-merger, nationalisation or insolvency occur, al as more ful y described
in the Additional Terms and Conditions for Share Linked Notes and Depositary Receipts Linked Notes.
The issuer wil have securities already admitted to trading on a regulated market, equivalent third country
market or SME Growth Market.
Index Linked Notes
Payments of principal and/or of interest at maturity or otherwise in respect of Index Linked Notes wil be
calculated by reference to the performance of one or more Indices as the relevant Issuer and the relevant
Dealer(s) may agree and as indicated in the applicable Final Terms.
Index Linked Notes may be subject to early redemption or adjustment as more ful y described in the Additional
Terms and Conditions for Index Linked Notes.
Index Linked Notes are linked to the performance of an index that is not composed by the relevant Issuer. In
accordance with the Commission Delegated Regulation (EU) No 2019/980 as amended, the applicable Final
Terms contains the name of the Index and an indication of where to obtain information about the index.
SGI Index Linked Notes
Payments of principal and/or of interest at maturity or otherwise in respect of SGI Index Linked Notes wil be
calculated by reference to one or more Societe Generale Indices as the relevant Issuer and the relevant
Dealer(s) may agree and as indicated in the applicable Final Terms.
SGI Index Linked Notes may be subject to early redemption or adjustment as more ful y described in the
Additional Terms and Conditions for SGI Index Linked Notes.
SGI Index Linked Notes are linked to the performance of an index that is composed by Societe Generale or any
other legal entity belonging to the Societe Generale group (an SGI Index).
As at the date of this Base Prospectus, the administrator of the SGI Indices, Societe Generale, is included in the
register of administrators and benchmarks established and maintained by ESMA pursuant to Articles 34 and 36
of the EU Benchmark Regulation.
In respect of the description of each SGI Index, this Base Prospectus contains in the section "Description of SGI
Indices", in accordance with Commission Delegated Regulation (EU) No 2019/980 as amended, an index
description including the essential characteristics to enable an investor to ful y understand the index and its
dynamics and make an informed assessment.
It should be noted that additional SGI Indices may be used as underlyings fol owing the publication of a
supplement in accordance with the provisions of Article 23 of the Prospectus Regulation, containing an index
description of such additional Indices.


4




General Description of the Programme


ETF Linked Notes
Payments in respect of ETF Linked Notes wil be calculated by reference to one or more exchange traded funds
as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Subject to applicable laws and regulations, ETF Linked Notes may also provide for redemption by physical
delivery of the Deliverable Asset(s) as set out in the Additional Terms and Conditions for ETP Linked Notes and
for ETF Linked Notes. ETF Linked Notes may be subject to early redemption or adjustments, al as more ful y
described in the Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes.
ETP Linked Notes
Payments in respect of ETP Linked Notes wil be calculated by reference to the performance of one or more
exchange trade products as the relevant Issuer and the relevant Dealer(s) may agree and as indicated in the
applicable Final Terms. ETP Linked Notes may also provide for redemption by physical delivery of the
Deliverable Asset(s) as set out in the Additional Terms and Conditions for ETP Linked Notes and for ETF
Linked Notes. ETP Linked Notes may be subject to early redemption or adjustment as more ful y described in
the Additional Terms and Condition for ETP Linked Notes and for ETF Linked Notes.
Reference Rate Linked Notes
Payments in respect of Reference Rate Linked Notes wil be calculated by reference to one or more reference
rate as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final
Terms.
Reference Rate Linked Notes may be subject to early redemption or adjustment as more ful y described in the
Additional Terms and Conditions for Reference Rate Linked Notes.
Foreign Exchange Rate Linked Notes
Payments in respect of Foreign Exchange Rate Linked Notes wil be calculated by reference to one or more
foreign exchange rate as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the
applicable Final Terms.
Foreign Exchange Rate Linked Notes may be subject to early redemption or adjustment as more ful y described
in the Additional Terms and Conditions for Foreign Exchange Rate Linked Notes.
Commodity Linked Notes
Payments in respect of Commodity Linked Notes wil be calculated by reference to one or more commodities
and/or commodity indices as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the
applicable Final Terms.
Commodity Linked Notes may be subject to early redemption or adjustment as more ful y described in the
Additional Terms and Conditions for Commodity Linked Notes.
Fund Linked Notes
Payments in respect of Fund Linked Notes wil be calculated by reference to units, interests or shares in a
single fund or basket of funds on such terms as may be agreed between the relevant Issuer and the relevant
Dealer(s) and specified in the applicable Final Terms. Subject to applicable laws and regulations, Fund Linked
Notes may also provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the
Additional Terms and Conditions for Fund Linked Notes.
Fund Linked Notes may be subject to early redemption or adjustment, as applicable, or if certain corporate
events occur, al as more ful y described in the Additional Terms and Conditions for Fund Linked Notes.
Credit Linked Notes
Payments in respect of Credit Linked Notes wil be linked to the credit, and possibly the CDS spread, of a
specified entity or entities and wil be issued on such terms as may be agreed between the relevant Issuer and
the relevant Dealer(s) and specified in the applicable Final Terms.
In the event of the occurrence of certain circumstances (which may include, amongst other things, Bankruptcy,
Failure to Pay, Obligation Acceleration, Obligation Default, Repudiation/Moratorium or Restructuring) in relation
to a Reference Entity or, with respect to Basket Notes and Tranche Notes, Reference Entities, in each case as
specified in the applicable Final Terms, the obligation of the relevant Issuer to pay principal at maturity may be
replaced by (i) an obligation to pay other amounts which are equal to either certain fixed amount(s) as specified
in the applicable Final Terms or amounts calculated by reference to the value of the Deliverable Asset(s) (which
may, in each case, be less than the par value of the Notes at the relevant time) and/or (ii) an obligation to
deliver the Deliverable Asset(s), al as more ful y described in the Additional Terms and Conditions for Credit
Linked Notes. In addition, interest-bearing Credit Linked Notes may cease to bear interest on or prior to the date
of occurrence of such circumstances.
The issuer of a selected reference obligation wil have securities already admitted to trading on a regulated
market, equivalent third country market or SME Growth Market.
Credit Linked Notes may be subject to early redemption or adjustment as more ful y described in the Additional
Terms and Conditions for Credit Linked Notes.
Inflation Linked Notes
Payments in respect of Inflation Linked Notes wil be calculated by reference to inflation indices as agreed
between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.


5




General Description of the Programme


Inflation Linked Notes may be subject to early redemption or adjustment as more ful y described in the
Additional Terms and Conditions for Inflation Linked Notes.
Bond Linked Notes
Payments in respect of Bond Linked Notes wil be linked to the credit of a specified obligation (the "Bond" as
specified in the applicable Final Terms) issued by a specified issuer (the "Bond Issuer" as specified in the
applicable Final Terms) and wil be issued on such terms as may be agreed between the relevant Issuer and
the relevant Dealer(s) and specified in the applicable Final Terms.
In the event of the occurrence of certain circumstances (which may include, amongst other things, Bond
Acceleration, Bond Default, Bond Failure to Pay or Bond Restructuring) in relation to a Bond or Bonds (with
respect to Basket of Bond Linked Notes) in each case as specified in the applicable Final Terms, the obligation
of the relevant Issuer to pay principal at maturity may be replaced by (i) an obligation to pay other amounts
which are equal to either certain fixed amount(s) as specified in the applicable Final Terms or amounts
calculated by reference to the value of the underlying assets (which may, in each case, be less than the par
value of the Notes at the relevant time) In addition, interest-bearing Bond Linked Notes may cease to bear
interest on or prior to the date of occurrence of such circumstances.
Bond Linked Notes may be subject to early redemption or adjustment as more ful y described in the Additional
Terms and Conditions for Bond Linked Notes.
Non Equity Security Linked Notes
Payments in respect of Non Equity Security Linked Notes wil be calculated by reference to one or more non
equity securities or futures contracts thereon as agreed between the relevant Issuer and the relevant Dealer(s)
and specified in the applicable Final Terms. Non Equity Security Linked Notes may be subject to early
redemption or adjustment, as more ful y described in the Additional Terms and Conditions for Non Equity
Security Linked Notes.
Future Linked Notes
Payments in respect of Future Linked Notes wil be calculated by reference to one or more future contracts as
agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Future Linked Notes may be subject to early redemption or adjustments, as more ful y described in the
Additional Terms and Conditions for Future Linked Notes.
Portfolio Linked Notes
Payments in respect of Portfolio Linked Notes wil be calculated by reference to a portfolio of underlyings as the
relevant Issuer and the relevant Dealer(s) may agree and as indicated in the applicable Final Terms.
Portfolio Linked Notes may also provide for redemption by physical delivery of the Deliverable Asset(s) as set
out in the Additional Terms and Conditions for Portfolio Linked Notes. Portfolio Linked Notes may be subject to
early redemption or adjustment as more ful y described in the Additional Terms and Condition for Portfolio
Linked Notes.
Preference Share Linked Notes
The redemption Amount payable in respect of Preference Share Linked Notes wil be calculated by reference to
the performance of a single specified preference share of the Preference Share Issuer as agreed between the
relevant Issuer and the relevant purchaser(s) and specified in the applicable Final Terms. Preference Share
Linked Notes may be subject to early redemption as more ful y described in the Additional Terms and
Conditions for Preference Share Linked Notes.
Warrant Linked Notes
The redemption amount payable in respect of Warrant Linked Notes wil be calculated by reference to the
performance of warrants issued by the Warrants Issuer as agreed between the relevant Issuer and the relevant
purchaser(s) and specified in the applicable Final Terms.
Warrant Linked Notes may be subject to early redemption as more ful y described in the Additional Terms and
Conditions for Warrant Linked Notes.



6