Obligation Générale Société 8.25% ( FR001400BPT5 ) en SGD

Générale Société

100 % ⇌

France

FR001400BPT5 ( en SGD )

8.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Societe Generale FR001400BPT5 en SGD 8.25%, échéance Perpétuelle

250 000 SGD

200 000 000 SGD

01/01/2026 ( Dans 237 jours )

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

L'Obligation émise par Générale Société ( France ) , en SGD, avec le code ISIN FR001400BPT5, paye un coupon de 8.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 12 July 2022

SOCIÉTÉ GÉNÉRALE
(incorporated in France)
Issue of SGD 200,000,000 Undated Deeply Subordinated Additional Tier 1 Capital Fixed Rate Resettable Callable Notes
Under the 70,000,000,000 Euro Medium Term Note Paris Registered Programme
Series no.: PA 147 / 22-07
Tranche no.: 1
Issue Price: 100.000 per cent.
The SGD 200,000,000 Undated Deeply Subordinated Additional Tier 1 Capital Fixed Rate Resettable Callable Notes (the Notes) are issued pursuant to the provisions
of Article L. 228-97 of the French Code de commerce and Article L. 613-30-3, I, 5° of the French Code monétaire et financier with the intention to be recognized as
Additional Tier 1 Capital Instruments (as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes" by Société Générale (the
Issuer) on the Issue Date under its 70,000,000,000 Euro Medium Term Note Paris Registered Programme (the Programme).
Additional Tier 1 Capital Notes wil constitute direct, unconditional, unsecured and deeply subordinated obligations of the Issuer (engagements subordonnés de
dernier rang), as further described in Condition 5 (Status of the Notes) of the "Terms and Conditions of the Notes". Should the Notes no longer be recognized as
Additional Tier 1 Capital Instruments but as Tier 2 Capital Instruments (as defined in Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the
Notes), they will automatical y rank as Tier 2 Capital Subordinated Notes. Tier 2 Capital Subordinated Notes wil constitute direct, unconditional, unsecured and
subordinated obligations of the Issuer, as further described in Condition 5 (Status of the Notes) of the Terms and Conditions of the Notes. Should the Notes no longer
be recognized as Additional Tier 1 Capital Instruments or Tier 2 Capital Instruments, they will be recognized as Disqualified Capital Instruments (as defined in
Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the Notes) and will automatical y rank as Disqualified Capital Notes. Disqualified Capital
Notes will constitute direct, unconditional, unsecured and subordinated obligations of the Issuer ranking senior to Tier 2 Capital Instruments, as further described in
Condition 5 (Status of the Notes) of the Terms and Conditions of the Notes.
The Notes wil bear interest on their Current Principal Amount (as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes")
from (and including) 15 July 2022 (the Issue Date) to (but excluding) the Interest Payment Date falling on or about 15 December 2027 (the First Reset Date) at a
rate of 8.250% per annum, payable semi-annually in arrear on 15 June and 15 December in each year (subject in each case to adjustement in accordance with the
Modified Following Business Day Convention and subject to interest cancellation as described below) (each an Interest Payment Date). The first payment of interest
on the Notes will be made on the Interest Payment Date falling on or about 15 December 2022 in respect of the period from (and including) the Issue Date to (but
excluding) 15 December 2022. There will be a short first coupon in respect of the period from (and including) the Issue Date to (but excluding) 15 December 2022.
The rate of interest wil reset on the First Reset Date and on each fifth anniversary thereafter, (each a Reset Date) (as defined in Condition 2 (Definitions and
Interpretation) of the "Terms and Conditions of the Notes"). The Issuer may elect, or may be required, to cancel the payment of interest on the Notes (in whole or in
part) on any Interest Payment Date. See Condition 6 (Interest) of the "Terms and Conditions of the Notes". As a result, holders of Notes (the Noteholders) may not
receive interest on any Interest Payment Date.
The Current Principal Amount of the Notes will be written down, (a Write-Down), if the Issuer's Common Equity Tier 1 capital ratio fal s below 5.125% (on a
consolidated basis) (al as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"). Noteholders may lose some or al their
investment as a result of a Write-Down. Following such Write-Down, the Current Principal Amount may, at the Issuer's ful discretion, be written back up (a Write-
Up) if certain conditions are met. See Condition 7 (Loss Absorption and Return to Financial Health) of the "Terms and Conditions of the Notes".
The Notes have no fixed maturity and Noteholders do not have the right to call for their redemption. As a result, the Issuer is not required to make any payment of
the principal amount of the Notes at any time prior to its winding-up. The Issuer may, at its option, redeem the Notes (in whole, but not in part) on each of (i) any date
in the five-month period preceding (and including) the First Reset Date and (ii) any date in the six-month period preceding (and including) each Reset Date thereafter,
at their Redemption Amount (as defined in Condition 2 (Definitions and Interpretation) of the "Terms and Conditions of the Notes"), together with accrued interest (if
any) thereon. The Issuer may also, at its option, redeem the Notes (in whole, but not in part) at any time at their Redemption Amount, together with accrued interest
(if any) thereon upon the occurrence of certain Tax Events or a Capital Event (all as defined in Condition 2 (Definitions and Interpretation) of the "Terms and
Conditions of the Notes"). Such redemption can be made by the Issuer even if the principal amount of the Notes has been written down and not yet reinstated in full,
as described in Condition 8 (Redemption and Purchase) of the "Terms and Conditions of the Notes").
This Prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) on 12 July 2022, which is the
Luxembourg competent authority for the purpose of the Prospectus Regulation (as defined below), for approval of this Prospectus as a prospectus issued in
compliance with the Prospectus Regulation (as defined below) for the purpose of giving information with regard to the issue of the Notes. This Prospectus constitutes
a prospectus for the purposes of Article 6(3) of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). The CSSF only approves this Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. This Prospectus is valid until 12 July 2023; in
the event of significant new factors, material mistakes or material inaccuracies, the obligation of the Issuer to supplement the Prospectus will apply only until the
Notes are admitted to trading on the Luxembourg Stock Exchange's regulated market, pursuant to Article 12(1) of the Prospectus Regulation. By approving this
Prospectus, in accordance with article 6(4) of the Law of 16 July 2019 on prospectuses for securities, the CSSF does not engage in respect of the economic or
financial opportunity of the operation under this Prospectus or the quality and solvency of the Issuer. Such approval should not be considered as an endorsement of
the Issuer that is subject of this Prospectus or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to
the suitability of investing in the Notes. Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange with effect from the Issue Date. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended.
The Notes wil be issued in dematerialised bearer form (au porteur) in the denomination of SGD 250,000. The Notes wil at al times be in book-entry form in
compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title (including certificats représentatifs pursuant
to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear
France (Euroclear France) which shall credit the accounts of the Euroclear France Account Holders. Euroclear France Account Holder shall mean any
intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV
(Euroclear) and the depositary bank for Clearstream Banking S.A. (Clearstream).
The ratings assigned to the Notes are Ba2 by Moody's France S.A.S. (Moody's), BB by S&P Global Ratings Europe Limited (S&P) and BB+ by Fitch Ratings Ireland
Limited (Fitch, and, together with Moody's and S&P, the Rating Agencies). Ratings can come under review at any time by Rating Agencies. Investors are invited
to refer to the websites of the relevant Rating Agencies in order to have access to the latest rating (respectively: www.moodys.com, www.standardandpoors.com
and www.fitchratings.com). The Rating Agencies are established in the European Union and are registered under Regulation (EC) No. 1060/2009 of the European
Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the CRA Regulation) and, as of the date of this Prospectus, appear
on the list of credit rating agencies published on the website of the European Securities and Markets Authority (www.esma.europa.eu) (ESMA) in accordance with
the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time
without prior notice by the assigning rating agency.
Interest Amounts payable under the Notes are calculated by reference to the 5-year SORA OIS which is based on interest rate swap transactions where a fixed rate
is swapped against the SORA benchmark. SORA is administered by the Monetary Authority of Singapore. The Monetary Authority of Singapore is not included in
the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks
Regulation), as the Monetary Authority of Singapore as a public authority does not fall within the scope of the Benchmark Regulation (article 2.2(b) of the Benchmark
Regulation).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus, before deciding to invest
in the Notes.
GLOBAL COORDINATOR, STRUCTURING ADVISOR AND JOINT BOOKRUNNER
Société Générale Corporate & Investment Banking
JOINT LEAD MANAGERS AND BOOKRUNNERS
Credit Suisse
DBS Bank Ltd.
Standard Chartered Bank AG

UOB

IMPORTANT CONSIDERATIONS
This Prospectus contains or incorporates by reference all relevant information with regard to the Issuer,
the Issuer and its consolidated subsidiaries (filiales consolidées) taken as a whole (the Group) and the
Notes that is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer, as well as the Terms and
Conditions of the Notes.
This Prospectus is to be read and construed in conjunction with all documents that are incorporated
herein by reference (see "Documents Incorporated by Reference").
No person is or has been authorised by the Issuer to give any information nor to make any
representation other than those contained, or incorporated by reference, in or consistent with this
Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Global Coordinator,
Structuring Advisor and Joint Bookrunner or any of the Joint Lead Managers and Bookrunners (the
Global Coordinator, Structuring Advisor and Joint Bookrunner and the Joint Lead Managers and
Bookrunners being collectively referred to herein as the Managers).
No Managers has independently verified the information contained or incorporated by reference herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by the Managers as to the accuracy or completeness of the information
contained or incorporated by reference in this Prospectus or any other information provided by the
Issuer.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall, in any
circumstances, create any implication (i) that the information contained or incorporated by reference
herein concerning the Issuer or the Group is correct at any time subsequent to the date hereof or (ii)
that any other information supplied in connection with the Notes is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
The Managers expressly do not undertake to advise any investor in the Notes of any information coming
to their attention.
Neither this Prospectus nor any other information supplied in connection with the Notes (including any
information incorporated by reference herein) (a) is intended to provide the basis of any credit or other
evaluation or (b) should be considered as a recommendation or a statement of opinion (or a report on
either of those things) by the Issuer or any of the Managers that any recipient of this Prospectus or any
other information supplied in connection with the Notes should purchase the Notes. Each investor
contemplating purchasing the Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Prospective investors hereby acknowledge that (a) they have had the opportunity to review all of the
documents described herein, (b) they have not relied on the Managers or any person affiliated with the
Managers in connection with any investigation of the accuracy of such information or their investment
decision, and (c) no person has been authorized to give any information or to make any representation
concerning the Issuer or the Notes (other than as contained herein and information given by the Issuer's
duly authorized officers and employees, as applicable, in connection with investors' examination of
Société Générale and the terms of the Notes) and, if given or made, any such other information or
representation should not be relied upon as having been authorized by the Issuer or the Managers.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction of,
or an invitation by or on behalf of, the Issuer or the Managers to subscribe for, or purchase, the Notes.
The distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. The Issuer and the Managers do not represent that this Prospectus may be lawfully
distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In particular, no action has
been taken by the Issuer or the Managers that is intended to permit a public offering of the Notes outside
the European Economic Area (the EEA) and/or to permit a non-exempted public offering in the EEA, or
to permit distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor
any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations.
ii

Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to
inform themselves about and to observe any such restrictions on the distribution of this Prospectus and
the offering and sale of the Notes (see the section headed "Subscription and Sale").
PRIIPS/IMPORTANT EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the
following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, 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.
PRIIPS/IMPORTANT UK RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the UK. For these purposes, a retail investor means a person who is one (or more) of the
following: (a) a retail client, as defined in point (8) of Article 2 of UK Delegated Regulation; or (b) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as
amended ("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 UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as
it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by 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 / Professional investors and ECPs only target market Solely for
the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID I
is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the Securities Act), or under any state securities laws. Accordingly, the Notes may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation
S (Regulation S) of the Securities Act) except pursuant to an exemption from the registration
requirements of the Securities Act.
In connection with the issue of the Notes, Société Générale will act as stabilising manager (the
Stabilising Manager). The Stabilising Manager (or persons acting on behalf of the Stabilising Manager)
may over-allot Notes or effect transactions with a view to supporting the market value of the Notes at a
level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the final
terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later
than the earlier of thirty (30) calendar days after the issue date of the Notes and sixty (60) calendar
days after the date of the allotment of the Notes. Any stabilisation action or over-allotment shall be
conducted in accordance with applicable laws and rules.
iii

The Notes may not be a suitable investment for all investors
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes
is fully consistent with its financial needs, objectives and condition, complies and is fully consistent with
all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable
investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the
Notes.
Each potential investor in the Notes must determine the suitability of that investment in light of
its own circumstances. In particular, each potential investor may wish to consider, either on its
own or with the help of its financial and other professional advisers whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Prospectus;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Notes and the impact the Notes
will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms and conditions of the Notes, including the provisions
relating to the deeply subordinated ranking and to payment and cancellation of interest
and any write-down of the Notes and is familiar with the behavior of any relevant indices
and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that
may affect its investment and its ability to bear the applicable risks.
The Notes are complex financial instruments and may not be a suitable investment for all investors.
Sophisticated institutional investors generally do not purchase complex financial instruments as stand-
alone investments. They purchase complex financial instruments to reduce risk or enhance yield with
an understood, measured and appropriate addition of risk to their overall portfolios. The Notes may also
be difficult to compare with other similar financial instruments due to a lack of fully harmonized
structures, trigger points and loss absorption mechanisms among Additional Tier 1 Capital Instruments.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of its
investment in the Notes. A prospective investor should not invest in the Notes unless it has the
knowledge and expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the likelihood of a Write-Down or meeting the
conditions for resolution, and the impact of this investment on the prospective investor's overal
investment portfolio. An investor's effective yield on the Notes may be diminished by the tax on that
investor's investment in the Notes.
Differences between the Notes and the bank's covered deposits in terms of yield, risk and
liquidity - Prior to acquiring any Notes, investors should note that there are a number of key differences
between the Notes and bank deposits, including without limitations:
(i)
claims in relation to the payment of principal and interest under the Notes rank below claims
under so-cal ed "covered deposits" (being deposits below the EUR 100,000 threshold, or its
equivalent in another currency, benefiting from the protection of the deposit guarantee scheme
in accordance with Directive 2014/49/EU of the European Parliament and of the Council of 16
April 2014);
(ii)
generally, demand deposits will be more liquid than financial instruments such as the Notes;
and
(iii)
generally, the Notes will benefit from a higher yield than a covered deposit denominated in the
same currency and having the same maturity. The higher yield usually results from the higher
risk associated with the Notes.
iv

Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and practices of the country where
the Notes are transferred or other jurisdictions, including the Issuer's jurisdiction of incorporation, which
may have an impact on the income received from the Notes. In some jurisdictions, no official statements
of the tax authorities or court decisions may be available for financial instruments such as the Notes.
Prospective investors are advised to ask for their own tax adviser's advice on their individual taxation
with respect to the acquisition, holding, sale and redemption of the Notes. Only these advisors are in a
position to duly consider the specific situation of the prospective investor.
In addition, as a financial institution, the Issuer is, in certain circumstances, required to withhold on any
tax liabilities of holders of the Notes and therefore this may result in investors receiving less than
expected in respect of the Notes. The Foreign Account Tax Compliance Act (FATCA) withholding could
be payable in relation to relevant transactions by investors in respect of the Notes if conditions for a
charge to arise are satisfied. Investors should consider the possible FATCA withholding risk in light of
other investments available at that time and consult their own tax adviser to obtain a more detailed
explanation of FATCA and how FATCA may affect them.
It is not clear whether the Notes will be regarded as "debt securities" under the Income Tax Act 1947 of
Singapore (the "Income Tax Act") and the tax treatment to holders of the Notes may differ depending
on the characterisation and treatment of the Notes by the Inland Revenue Authority of Singapore. In
addition, the Notes are not intended to be "qualifying debt securities" for the purposes of the Income
Tax Act and holders of the Notes will not be eligible for the tax exemption or concessionary tax rates
under the qualifying debt securities scheme. Prospective holders and holders of the Notes should
consult their own accounting and tax advisers regarding the Singapore tax consequences of their
acquisition, holding or disposal of the Notes.
A Noteholder's actual yield on the Notes may be reduced from the stated yield by transaction
costs
When Notes are purchased or sold, several types of incidental costs (including transaction fees and
commissions, fees of third parties involved in the execution of an order) are incurred in addition to the
current price of the security.
In addition to such costs directly related to the purchase of securities (direct costs), Noteholders must
also take into account any follow-up costs (such as custody fees). Prospective investors should inform
themselves about any additional costs incurred in connection with the purchase, custody or sale of the
Notes before investing in the Notes. These incidental costs may significantly reduce or even exclude
the profit potential of the Notes.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the
"SFA") - the Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers to subscribe for, or purchase, any Notes.
v

TABLE OF CONTENTS
Clause
Page
RISK FACTORS .................................................................................................................... 7
GENERAL DESCRIPTION OF THE NOTES........................................................................ 19
DOCUMENTS INCORPORATED BY REFERENCE ............................................................ 27
GOVERNMENTAL SUPERVISION AND REGULATION OF THE ISSUER IN FRANCE...... 33
TERMS AND CONDITIONS OF THE NOTES...................................................................... 48
USE OF PROCEEDS........................................................................................................... 79
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE .......................................................................... 80
TAXATION ........................................................................................................................... 81
SUBSCRIPTION AND SALE ................................................................................................ 85
GENERAL INFORMATION .................................................................................................. 86
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ........ 89

vi

RISK FACTORS
The discussion below is of a general nature and is intended to describe various risk factors
associated with an investment in the Notes. You should carefully consider the following
discussion of risks, and any risk factors included in the "Risks and Capital Adequacy" section
on pages 148 to 160 of the 2022 Universal Registration Document and in the "Risks and Capital
Adequacy" section on pages 30 to 32 of the First Amendment to the 2022 Universal Registration
Document incorporated by reference herein.
The Issuer believes that the factors described below and incorporated by reference herein may affect
its ability to fulfill its obligations under the Notes.
In addition, factors that the Issuer believes may be material for the purpose of assessing the market
risks associated with investing in the Notes are also described below.
The Issuer believes that the factors described below and incorporated by reference herein represent
the principal risks inherent in investing in the Notes. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus (including in all documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this section, unless otherwise stated. References to a
numbered "Condition" shal be to the relevant Condition in the Terms and Conditions of the Notes.
I. RISKS RELATING TO THE ISSUER AND THE GROUP
Please refer to pages 148 to 160 of the 2022 Universal Registration Document and to pages 30 to 32
of the First Amendment to the 2022 Universal Registration Document which are incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference").
The following categories of risk factors and risk factors are identified:
1. Risks related to the macroeconomic, geopolitical, market and regulatory environments
(pages 148 to 153 of the 2022 Universal Registration Document and pages 30 to 31 of the
First Amendment to the 2022 Universal Registration Document)
The global economic and financial context, geopolitical tensions, as well as the market
environment in which the Group operates, may adversely affect its activities, financial
position and results of operations.
The coronavirus pandemic (Covid-19) and its economic consequences could adversely
affect the Group's business, operations and financial performance.
The Group's failure to achieve its strategic and financial objectives disclosed to the
market could have an adverse effect on its business, results of operations and value of
its financial instruments.
The Group is subject to an extended regulatory framework in each of the countries in
which it operates and changes to this regulatory framework could have a negative
effect on the Group's businesses, financial position and costs, as well as on the
financial and economic environment in which it operates.
Increased competition from banking and non-banking operators could have an adverse
effect on the Group's business and results, both in its French domestic market and
international y.
The Group is subject to regulations relating to resolution procedures, which could have
an adverse effect on its business and the value of its financial instruments.
Environmental, social and governance (ESG) risks, in particular related to climate
change, could have an impact on the Group's activities, results and financial situation
in the short-, medium- and long-term.
7

2. Credit and counterparty credit risks (pages 154 to 155 of the 2022 Universal Registration
Document)
The Group is exposed to credit, counterparty and concentration risks, which may have
a material adverse effect on the Group's business, results of operations and financial
position.
The financial soundness and conduct of other financial institutions and market
participants could have an adverse effect on the Group's business.
The Group's results of operations and financial position could be adversely affected by
a late or insufficient provisioning of credit exposures.

3. Market and structural risks (pages 155 to 156 of the 2022 Universal Registration
Document)
Changes and volatility in the financial markets may have a material adverse effect on
the Group's business and the results of market activities.
Sharp changes in interest rates may adversely affect retail banking activities in France
in the short term.
Fluctuations in exchange rates could adversely affect the Group's results.

4. Operational risks (including risk of inappropriate conduct) and model risks (pages 156
to 159 of the 2022 Universal Registration Document and page 32 of the First Amendment
to the 2022 Universal Registration Document)
A breach of information systems, notably in the event of cyber-attack, could have an
adverse effect on the Group's business and result in losses and damage the Group's
reputation.
The Group is exposed to legal risks that could have a material adverse effect on its
financial position or results of operations.
Operational failure, termination or capacity constraints affecting institutions the Group
does business with, or failure of information technology systems could have an adverse
effect on the Group's business and result in losses and damages to its reputation.
The Group is exposed to fraud risk, which could result in losses and damage its
reputation.
Reputational damage could harm the Group's competitive position, its activity and
financial condition.
The Group's inability to at ract and retain qualified employees may adversely affect its
performance.
The models, in particular the Group's internal models, used in strategic decision-
making and in risk management systems could fail, face delays in deployment or prove
to be inadequate and result in financial losses for the Group.
The Group may incur losses as a result of unforeseen or catastrophic events, including
health crises, large-scale armed conflicts, terrorist attacks or natural disasters.

5. Liquidity and funding risks (pages 159 to 160 of the 2022 Universal Registration
Document)
The Group's access to financing and the cost of this financing could be negatively
affected in the event of a resurgence of financial crises or deteriorating economic
conditions.
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A downgrade in the Group's external rating or to the sovereign rating of the French
state could have an adverse effect on the Group's cost of financing and its access to
liquidity.

6. Risks related to insurance activities (page 160 of the 2022 Universal Registration
Document)
A deterioration in market conditions, and in particular a significant increase or decrease
in interest rates, could have a material adverse effect on the life insurance activities of
the Group's Insurance business.

II. RISKS RELATING TO THE NOTES
The fol owing does not describe all the risks of an investment in the Notes. Prospective investors should
consult their own financial and legal advisers about risks associated with investment in the Notes and
the suitability of investing in the Notes in light of their particular circumstances.
The following categories of risk factors and risk factors are identified:
1. Risks for the Noteholders as creditors of the Issuer
1.1 The principal amount of the Notes may be reduced to absorb losses, and in case of a
resolution procedure, the Notes may be written down or converted to equity or other resolution
measures may be required by applicable French and European legislation
The Notes are being issued for capital adequacy regulatory purposes with the intention and purpose of
being eligible as Tier 1 Capital of the Issuer. Such eligibility depends upon a number of conditions being
satisfied, which are reflected in the Terms and Conditions of the Notes. One of these relates to the
ability of the Notes and the proceeds of their issue to be available to absorb any losses of the Issuer.
Accordingly, if at any time the Issuer's then-applicable Common Equity Tier 1 capital ratio fal s below
5.125% on a consolidated basis, the Current Principal Amount of the Notes wil be partial y or total y
reduced pursuant to Condition 7 (Loss Absorption and Return to Financial Health). The market value of
the Notes is expected to be affected by fluctuations in the Issuer's consolidated Common Equity Tier 1
capital ratio. Any indication that the Issuer's consolidated Common Equity Tier 1 capital ratio is trending
towards 5.125% may have an adverse effect on the market value of the Notes. The level of the Issuer's
consolidated Common Equity Tier 1 capital ratio may significantly affect the trading price of the Notes.
The terms of other capital instruments already in issue or to be issued after the date of this Prospectus
by the Issuer may vary and accordingly such instruments may not be written down at the same time, or
to the same extent, as the Notes, or at al . Alternatively, such other capital instruments may provide that
they shall convert into Common Equity Tier 1 instruments or become entitled to reinstatement of the
principal amount of the Notes or other compensation in the event of a potential recovery of the Issuer
or any other member of the Group or a subsequent change in the Group's financial condition. Such
capital instruments may also provide for such reinstatement or compensation in different circumstances
from those in which, or to a different extent to which, the principal amount of the Notes may be
reinstated. These elements should be taken into account by investors, as they may adversely affect the
rights of the Noteholders.
The Issuer's current and future outstanding junior or pari passu securities might not include write-down
or similar features with triggers comparable to those of the Notes. As a result, it is possible that the
Notes will be subject to a Write-Down, while junior or pari passu securities remain outstanding and
Noteholders thereof continue to receive payments thereunder. Upon the occurrence of a Loss
Absorption Event, and to the extent that the prior or pro rata write-down or conversion of any other
capital instruments issued by the Issuer is not applicable under their respective terms, or if applicable,
does not occur for any reason, the Write-Down of the Notes shall not in any way be affected.
Noteholders may lose al or some of their investment as a result of such Write-Down of the Notes, or in
certain other circumstances under the BRRD, as amended by the BRRD II, as transposed into French
law.
If the Issuer is subject to resolution, the powers provided to the Resolution Authority in the BRRD and
the SRM Regulation (as defined in "Governmental Supervision and Regulation of the Issuer in
FranceSteps Taken towards Achieving an EU Banking Union") include write-down/conversion powers
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to ensure that capital instruments (including Additional Tier 1 Capital Instruments such as the Notes
and Tier 2 Capital Instruments) and bail-inable liabilities (including senior debt instruments if junior
instruments prove insufficient to absorb all losses) absorb losses of the Issuer in accordance with a set
order of priority (the Bail-in Power).
The Resolution Authority could also, independently of a resolution measure or in combination with a
resolution measure, ful y or partial y write-down or convert capital instruments (such as the Notes) into
ordinary shares or other instruments of ownership, if certain conditions are met. See also
"Governmental Supervision and Regulation of the Issuer in FranceResolution Framework in France
and European Bank Recovery and Resolution Directive").
Condition 17 (Acknowledgment of Bail-In Power and Statutory Write-down or Conversion) contains
provisions giving effect to the Bail-in Power in the context of resolution and write-down or conversion of
capital instruments at the point of non-viability.
The Bail-in Power could result in the ful (i.e. to zero) or partial write-down or conversion into ordinary
shares or other instruments of ownership of the Notes, or, to the extent permitted by applicable law, the
variation of the terms of the Notes (for example, the interest payable may be altered and/or a temporary
suspension of payments may be ordered). The exercise of any of these powers may adversely affect
the rights of Noteholders and Noteholders may lose all or some of their investment in the Notes.
In addition, the Issuer has to meet, at al times, a minimum requirement for own funds and eligible
liabilities (MREL), as well as the standard on total loss absorbing capacity (TLAC) which is set forth in
a term sheet (the FSB TLAC Term Sheet) published by the financial stability board (FSB). The CRR II
and the BRRD II give effect to the FSB TLAC Term Sheet and modify the requirements for MREL
eligibility. At the date of this Prospectus, the Issuer is above its MREL or TLAC requirements.
Any failure by the Issuer and/or the Group to comply with its MREL or TLAC requirements may have a
material adverse effect on the Issuer's or the Group's business, financial conditions and results of
operations and could result, among other things, in the imposition of restrictions or prohibitions on
discretionary payments by the Issuer. In addition, the application of any measure under the French
implementing provisions of the BRRD and BRRD II or any suggestion of such application with respect
to the Issuer or the Group could, with respect to capital instruments such as the Notes, material y
adversely affect the rights of Noteholders, the price or value of an investment in the Notes and/or the
ability of the Issuer to satisfy its obligations under the Notes, and as a result, investors may lose their
entire investment.
Moreover, if the Issuer's financial condition deteriorates, the existence of the Bail-in Power or the
exercise of write-down/conversion powers or any other resolution tools by the Resolution Authority
independently of a resolution measure or in combination with a resolution measure when it determines
that the institution or its group will no longer be viable could cause the market value of the Notes to
decline more rapidly than would be the case in the absence of such powers. See also "Noteholders'
returns may be limited or delayed by the insolvency of the Issuer" and "Governmental Supervision and
Regulation of the Issuer in France".
Therefore, the application of any measure under the French implementing provisions of the BRRD and
BRRD II or any suggestion of such application to the Issuer or the Group could material y and adversely
af ect the rights of investors and/or the price or value of their investment in any Notes and/or the ability
of the Issuer to satisfy its obligations under any Notes, and as a result investors may lose their entire
investment.
1.2 Additional Tier 1 Capital Notes constitute deeply subordinated obligations of the Issuer
which ranking may change without Noteholders' consent depending on their recognition as Own
Funds of the Issuer
Deeply subordinated debt obligations such as Additional Tier 1 Capital Notes carry a substantial risk
that investors wil lose all or some of their investment should the Issuer become subject to any resolution
or insolvency procedure.
Any obligations resulting from the Additional Tier 1 Capital Notes would only be satisfied if and to the
extent any obligations with a higher priority ranking than the Additional Tier 1 Capital Notes have been
satisfied in ful . If such obligations with a higher priority ranking than the Additional Tier 1 Capital Notes
have not been satisfied in full, the obligations of the Issuer in connection with the Notes wil be
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