Obligation Générale Société Anonyme 5.625% ( US83367TBT51 ) en USD

Générale Société Anonyme

93.048 % ▼

France

US83367TBT51 ( en USD )

5.625% par an ( paiement semestriel )

23/11/2045

Prospectus brochure de l'obligation Société Générale S.A US83367TBT51 en USD 5.625%, échéance 23/11/2045

83367TBT5

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

24/11/2025 ( Dans 103 jours )

Société Générale S.A. est une banque universelle française offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par Générale Société Anonyme ( France ) , en USD, avec le code ISIN US83367TBT51, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/11/2045

L'Obligation émise par Générale Société Anonyme ( France ) , en USD, avec le code ISIN US83367TBT51, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Générale Société Anonyme ( France ) , en USD, avec le code ISIN US83367TBT51, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Issue of USD 1,000,000,000 Subordinated 4.750% Notes due 2025
Issue price: 99.622%
Issue of USD 500,000,000 Subordinated 5.625% Notes due 2045
Issue price: 99.041%
The USD 1,000,000,000 Subordinated 4.750% Notes due 2025 (the "2025 Notes") and the USD 500,000,000 Subordinated 5.625% Notes due 2045 (the "2045 Notes"),
the 2025 Notes and the 2045 Notes each a "Series" and together, the "Notes", and references to "relevant Series of Notes" shall be construed accordingly) will be issued by
Société Générale (the "Issuer") and will constitute direct, unsecured and subordinated debt obligations of the Issuer, as described in Condition 5 (Status of the Notes) in the
"Terms and Conditions of the 2025 Notes" and Condition 5 (Status of the Notes) in the "Terms and Conditions of the 2045 Notes".
The 2025 Notes will bear interest from the Issue Date (as defined below), payable semi-annually in arrear on May 24, and November 24, in each year commencing on
May 24, 2016. The 2045 Notes will bear interest from the Issue Date, payable semi-annually in arrear on May 24, and November 24, in each year commencing on May 24, 2016.
The Issuer may at its option redeem all, but not some only, of the Notes of any Series at any time at par plus accrued interest upon the occurrence of certain Tax Events
or a Capital Event (each as defined in Condition 2 (Interpretation) in the "Terms and Conditions of the 2025 Notes" and Condition 2 (Interpretation) in the "Terms and
Conditions of the 2045 Notes"). If a Capital Event or a Tax Event has occurred and is continuing, the Issuer may further substitute all of the relevant Series of Notes or vary the
terms of all of the relevant Series of Notes, without the consent or approval of holders of the relevant Series of Notes ("Noteholders"), so that they become or remain Qualifying
Notes (as defined in Condition 7.6 (Substitution and Variation) in the "Terms and Conditions of the 2025 Notes" and Condition 7.6 (Substitution and Variation) in the "Terms and
Conditions of the 2045 Notes"). Any such redemption, substitution or variation is subject to certain conditions. See Condition 7 (Redemption and Purchase) in the "Terms and
Conditions of the 2025 Notes" and Condition 7 (Redemption and Purchase) in the "Terms and Conditions of the 2045 Notes".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the
Prospectus Directive (as defined below) and relevant implementing legislation in Luxembourg, for approval of this Prospectus as a prospectus issued in compliance with the
Prospectus Directive and relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of the Notes. This Prospectus constitutes
a prospectus for the purposes of Article 5.3 of Directive 2003/71/EU (as amended by Directive 2010/73/EU (except as otherwise specified herein))(the "Prospectus Directive").
By approving this Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or
solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act dated July 10, 2005 as amended on July 3, 2012 (the "Luxembourg Act") on prospectuses for
securities. Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be
listed on the Official List of the Luxembourg Stock Exchange with effect from November 24 2015. The Luxembourg Stock Exchange's regulated market is a regulated market for
the purposes of the Markets in Financial Instruments Directive 2004/39/EC.
The Notes are expected to be rated Baa3 by Moody's France S.A.S. ("Moody's") and BBB by Standard & Poor's Credit Market Services S.A.S. ("S&P"). Each of
Moody's and S&P is established in the European Union ("EU") and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in
the list of credit rating agencies registered in accordance with the CRA Regulation as of the date of this Prospectus. This list is available on the ESMA website at
www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last updated on 27 October 2015). A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating agency.
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. For a discussion of
these risks see "Risk Factors" beginning on page 7.
The Notes will be issued in denominations of USD 200,000 and integral multiples of USD 1,000 in excess thereof. Each Series will be issued in the form of one or more
Global Certificates registered in the name of a nominee for the Depository Trust Company ("DTC"). It is expected that delivery of the Notes of each Series will be made only in
book-entry form through the facilities of DTC on or about November 24, 2015 (the "Issue Date").
The Notes have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and
may not be offered or sold within the United States (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only (a) in the United States to qualified
institutional buyers as defined in Rule 144A under the Securities Act ("QIBs") in reliance on the exemption from the registration requirements of the Securities Act provided by
Rule 144A under the Securities Act ("Rule 144A") and (b) outside the United States to non-U.S. persons in compliance with Regulation S. For a description of certain restrictions
on resales and transfers, see "Transfer Restrictions".
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes or determined that this
Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this Prospectus constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the
securities laws of any such jurisdiction.
The Notes are not insured by the Federal Deposit Insurance Corporation or the Bank Insurance Fund or any other U.S. or French governmental or deposit insurance
agency.
Société Générale (Canada Branch) is listed in Schedule III to the Bank Act (Canada) and is subject to regulation by the Office of the Superintendent of Financial
Institutions (Canada). The Notes will be issued by the Issuer in France and not from its Canadian branch.
Global Coordinator and Structuring Advisor
Société Générale Corporate & Investment Banking
Joint Lead Managers and Bookrunners
J.P. Morgan
SOCIETE GENERALE
UBS Investment Bank
Joint Lead Managers
Barclays
Credit Agricole CIB
Santander
The date of this Prospectus is November 18, 2015

NOTICE TO INVESTORS
This Prospectus should be read and construed together with any documents incorporated by reference
herein (see "Documents Incorporated by Reference").
No person has been authorized by the Issuer or any of J.P. Morgan Securities LLC, SG Americas
Securities LLC, UBS Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc. and
Santander Investment Securities Inc., (the "Initial Purchasers") to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information supplied by the
Issuer or such other information as is in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorized by the Issuer or any of the Initial Purchasers.
None of the Initial Purchasers has independently verified the information contained in this Prospectus.
Accordingly, no representation or warranty is made or implied by the Initial Purchasers or any of their
respective affiliates, and neither the Initial Purchasers nor any of their respective affiliates makes any
representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information
contained in this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of the
Notes shall, in any circumstances, create any implication that the information contained in this Prospectus is
true subsequent to the date hereof or that any other information supplied in connection with the Notes is correct
at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to
provide the basis of any credit 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, the Initial Purchasers or any of them that any
recipient of this Prospectus or any other information supplied in connection with the Notes should purchase any
Notes. Each investor contemplating purchasing any 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 been afforded an opportunity to request
from the Issuer and to review, and have received, all additional information considered by them to be necessary
to verify the accuracy of, or to supplement, the information contained herein, (b) they have had the opportunity
to review all of the documents described herein, (c) they have not relied on the Initial Purchasers or any person
affiliated with the Initial Purchasers in connection with any investigation of the accuracy of such information or
their investment decision, and (d) 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 Initial Purchasers.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Initial Purchasers to inform themselves about and to observe any such restrictions (see "Plan of
Distribution").
In connection with the issue of the Notes, SG Americas Securities, LLC as stabilizing manager (the
"Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may over allot notes or
effect transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on
behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin
ii

on or after the date on which adequate public disclosure of the 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 30 days after the
Issue Date and 60 days after the date of the allotment of the Notes. Such stabilizing or over-allotment
shall be conducted in accordance with all applicable laws, regulations and rules.
The Issuer expects that the Initial Purchasers for the offering may include one or more of its
broker-dealer or other affiliates, including SG Americas Securities, LLC. These broker-dealer or other
affiliates also expect to offer and sell previously issued securities of the Issuer as part of their business
and may act as a principal or agent in such transactions, although a secondary market for the Notes
cannot be assured. The Issuer or any of its broker-dealer or other affiliates may use this Prospectus in
connection with any of these activities, including for market-making transactions involving the Notes
after their initial sale. It is not possible to predict whether the Notes will trade in a secondary market or,
if they do, whether such market will be liquid or illiquid. The Initial Purchasers, or one or more of their
affiliates, reserve the right to enter, from time to time and at any time, into agreements with one or more
Noteholders to provide a market for the Notes but none of the Initial Purchasers or any of their affiliates
is obligated to do so or to make any market for the Notes.
NOTICE TO U.S. INVESTORS
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor have the
foregoing authorities approved this Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Prospectus. Any representation to the contrary is unlawful.
This Prospectus may be distributed on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of the Notes being
offered hereby. Its use for any other purpose in the United States is not authorized. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
The Notes may be offered or sold within the United States only to QIBs in transactions exempt from
the registration requirements under the Securities Act. The Issuer and the Initial Purchasers are relying upon
exemptions from registration under the Securities Act for offers and sales of securities which do not involve a
public offering, including Rule 144A under the Securities Act. Prospective investors are hereby notified that
sellers of the Notes may be relying on the exemption from the provision of Section 5 of the Securities Act
provided by Rule 144A. The Notes are subject to restrictions on transferability and resale. Purchasers of the
Notes may not transfer or resell such Notes except as permitted under the Securities Act and applicable state
securities laws. See "Transfer Restrictions". Prospective investors should thus be aware that they may be
required to bear the financial risks of this investment for an indefinite period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES, OR RSA 421-B, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
iii

The distribution of this Prospectus and the offer and sale of the Notes may, in certain jurisdictions, be
restricted by law. Each purchaser of the Notes must comply with all applicable laws and regulations in force in
each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Prospectus, and
must obtain any consent, approval or permission required for the purchase, offer or sale by it of the Notes under
the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers
or sales. There are restrictions on the offer and sale of the Notes, and the circulation of documents relating
thereto, in certain jurisdictions including the United States, the United Kingdom and France, and to persons
connected therewith. See "Plan of Distribution" and "Transfer Restrictions".
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.
A prospective investor may not rely on the Issuer, the Initial Purchasers or any of their respective
affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
financial circumstances and investment objectives, and only after careful consideration with their financial,
legal, tax and other advisers. In particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus;

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

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential investor's
currency;

understand thoroughly the terms and conditions of the Notes; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the
resulting effects on the value of the Notes and the impact this investment will have on the potential investor's
overall investment portfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of its
investment in the Notes. A Holder's effective yield on the Notes may be diminished by the tax on that Holder's
investment in the Notes.
iv

ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a société anonyme incorporated under the laws of France. Most of its directors and
officers reside outside the United States, principally in France. In addition, a large portion of its assets and its
directors' and officers' assets is located outside the United States. As a result, U.S. investors may find it
difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws to:

effect service within the United States upon the Issuer or its directors and officers located outside
the United States;

enforce outside the United States judgments obtained against the Issuer or its directors and officers
in the U.S. courts;

enforce in U.S. courts judgments obtained against the Issuer or its directors and officers in courts in
jurisdictions outside the United States; and

enforce against the Issuer or its directors and officers in France, whether in original actions or in
actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S.
federal securities laws.
In addition, actions in the United States under U.S. federal securities laws could be affected under
certain circumstances by the French law No. 68-678 of July 26, 1968, as modified by law No. 80-538 of July
16, 1980 (relating to communication of documents and information of an economic, commercial, industrial,
financial or technical nature to foreign natural or legal persons), which may preclude or restrict the obtaining of
evidence in France or from French persons in connection with these actions. Similarly, French data protection
rules (law No. 78-17 of January 6, 1978 on data processing, data files and individual liberties, as modified from
time to time) can limit under certain circumstances the possibility of obtaining information in France or from
French persons, in connection with a judicial or administrative U.S. action in a discovery context.
AVAILABLE INFORMATION
While any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act and the Issuer is neither subject to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) under
the Exchange Act, the Issuer will make available, upon request, to any Noteholders or prospective purchasers of
Notes the information specified in Rule 144A(d)(4) under the Securities Act.
v

FORWARD-LOOKING STATEMENTS
This Prospectus (including the documents incorporated by reference herein or therein) contains certain
forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of
1995, but, for the avoidance of doubt, not within the meaning of Commission Regulation (EC) No 809/2004 of
April 29, 2004 implementing Directive 2003/71/EC) and information relating to the Group (as defined below)
that is based on the beliefs of the Issuer's management, as well as assumptions made by and information
currently available to its management.
When used in this Prospectus (including the documents incorporated by reference herein or therein),
the words "estimate", "project", "believe", "anticipate", "plan", "should", "intend", "expect", "will" and similar
expressions are intended to identify forward-looking statements.
Examples of such forward-looking statements include, but are not limited to:

statements of the Issuer or of its management's plans, objectives or goals for future operations;

statements of the Group's future economic performance; and

statements of assumptions underlying such statements.
Although the Issuer believes that expectations reflected in its forward-looking statements are
reasonable as of the date of this Prospectus, there can be no assurance that such expectations will prove to have
been correct. These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause the Group's actual results, performance or achievements or industry results to be
materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed
or implied, by these forward-looking statements. These factors include, among others, the following:

general economic and business conditions;

the effects of, and changes in, laws and regulations;

regional market exposures, including to the Group's home market;

reputational risk;

access to financing and liquidity;

reduced liquidity or volatility in the financial markets;

trading volatility;

changes in interest and exchange rates;

regulatory risks;

counterparty risk and concentration of risk;

the soundness and conduct of other financial institutions;

the inability to hedge certain risks;

adequacy of loss reserves;

litigation risks;

the inability to effectively integrate acquisition targets;

operational risks, including failure or breach of technology systems;
vi

catastrophic events, terrorist attacks or pandemics;

reductions in brokerage fees or other commission income;

the inability to attract or retain qualified employees;

various other factors referenced in this Prospectus (including in the section entitled "Risk Factors",
beginning on page 8); and

the Group's success in adequately identifying and managing the risks of the foregoing.
The risks described above and in this Prospectus are not the only risks an investor should consider.
New risk factors emerge from time to time and the Issuer cannot predict all such risk factors that may affect its
business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these risks and uncertainties,
investors should not place any undue reliance on forward-looking statements as a prediction of actual results.
The Issuer undertakes no obligation to update the forward-looking statements contained in this Prospectus, or
any other forward-looking statement it may make.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "$",
"U.S.$", "USD", "U.S. dollars" and "dollars" are to United States dollars and references to "", "EUR", "euro"
and "euros" are to the single currency of the Member States of the European Union participating in the third stage
of the economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended and supplemented from time to time. References to a particular "fiscal" year are to the Issuer's fiscal
year ended December 31 of such year. In this Prospectus, references to "U.S." or "United States" are to the
United States of America, its territories and its possessions. References to "France" are to the Republic of France.
In this Prospectus, the "Issuer" refers to Société Générale. The Issuer and its consolidated subsidiaries
(filiales consolidées) taken as a whole are referred to as the "Group".
The Issuer maintains its financial books and records and prepares its financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union ("IFRS") which differ in
certain important respects from generally accepted accounting principles in the United States ("U.S.
GAAP"). The Issuer makes use of the provisions of IAS 39 as adopted by the European Union for applying
macro-fair value hedge accounting (IAS 39 "carve-out").
The Issuer publishes its financial statements in euros. See "Exchange Rate and Currency Information".
In this Prospectus, various figures and percentages have been rounded and, accordingly, may not total.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information. References herein to this "Prospectus" are to this document, including the
documents incorporated by reference.
vii

EXCHANGE RATE AND CURRENCY INFORMATION
The following table sets forth, for the periods indicated, high, low, average and period-end daily
reference exchange rates published by the European Central Bank (the "ECB") expressed in U.S. dollars per
EUR 1.00. The rates may differ from the actual rates used in the preparation of the IFRS financial statements
and other financial information appearing in this Prospectus.
On November 17, 2015, the ECB daily reference exchange rate was USD 1.0670 = EUR 1.00.
USD per EUR 1.00
High
Low
Average
Period End
Month
November 2015 (up to November 17,
2015)
1.1032
1.0670
1.0815
1.0670
October 2015....................................
1.2823
1.0552
1.1464
1.1017
September 2015 ....................................................
1.1419
1.1138
1.1221
1.1203
August 2015..........................................................
1.1506
1.0883
1.1131
1.1215
July 2015...............................................................
1.1185
1.0852
1.1004
1.0967
June 2015 .............................................................
1.1404
1.0944
1.1184
1.1189
May 2015..............................................................
1.1419
1.0863
1.1150
1.0970
Year
2014 ................................................................
1.3953
1.2141
1.3287
1.2141
2013 ................................................................
1.3814
1.2768
1.2808
1.3791
2012 ................................................................
1.3454
1.2089
1.2848
1.3194
2011 ................................................................
1.4882
1.2989
1.3920
1.2939
2010 ................................................................
1.4563
1.1942
1.3257
1.3362
Fluctuations in exchange rates that have occurred in the past are not necessarily indicative of fluctuations
in the exchange rates that may occur at any time in the future. No representations are made in this Prospectus
that the euro or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars
or euros, as the case may be, at any particular rate.
viii

TABLE OF CONTENTS
Page
Overview ............................................................................................................................................................1
Risk Factors........................................................................................................................................................7
Documents Incorporated by Reference ............................................................................................................20
Selected Financial Data ....................................................................................................................................25
Use of Proceeds ................................................................................................................................................29
Capitalization....................................................................................................................................................30
The Issuer and the Group .................................................................................................................................31
Governmental Supervision and Regulation of Société Générale .....................................................................32
Terms and Conditions of the 2025 Notes .........................................................................................................46
Terms and Conditions of the 2045 Notes .........................................................................................................60
The Global Certificates.....................................................................................................................................74
Book-Entry Procedures and Settlement............................................................................................................77
Taxation............................................................................................................................................................80
Benefit Plan Investor Considerations ...............................................................................................................84
Plan of Distribution ..........................................................................................................................................86
Transfer Restrictions ........................................................................................................................................91
Legal Matters....................................................................................................................................................95
Independent Auditors .......................................................................................................................................95
General Information .........................................................................................................................................96
ix

OVERVIEW
The following overview does not purport to be complete and is qualified by the remainder of this Prospectus.
Words and expressions defined in "Terms and Conditions of the 2025 Notes" and "Terms and Conditions of the
2045 Notes" below or elsewhere in this Prospectus shall have the same meanings in this description of key
features of the 2025 Notes and the 2045 Notes, respectively. References to a numbered "Condition" shall be to
the relevant Condition in the Terms and Conditions of the 2025 Notes or the Terms and Condition of the 2045
Notes, as applicable.
Certain Information Regarding the Issuer and the Group
Société Générale, the Issuer of the Notes, was originally incorporated on May 4, 1864 as a joint-stock
company and authorized as a bank. It is currently registered in France as a French limited liability company
(société anonyme). The Issuer is governed by Articles L. 210-1 et seq. of the French Commercial Code (Code
de Commerce) as a French public limited company and by other rules and regulations applicable to credit
institutions and investment service providers.
The Group is organized into three divisions: French Networks, which includes the Group's retail
banking networks in France; International Banking and Financial Services, which includes its international
networks, specialized financial services and insurance; and Global Banking and Investor Solutions, which
includes its corporate and investment banking and private banking, global investment management and services.
The Group is engaged in a broad range of banking and financial services activities, including retail
banking, deposit taking, lending and leasing, asset management, securities brokerage services, investment
banking, capital markets activities and foreign exchange transactions. The Group also holds (for investment)
minority interests in certain industrial and commercial companies. The Group's customers are served by its
extensive network of domestic and international branches, agencies and other offices located in 76 countries as
of September 30, 2015.
This Prospectus contains a brief overview of the Group's principal activities and organizational
structure and selected financial data concerning the Group. For further information on the Group's core
businesses, organizational structure and most recent financial data, please refer to the Group's 2015 Registration
Document, the 2015 First Update Document, the 2015 Second Update Document and the 2015 Third Update
Document incorporated by reference herein.
Recent Events
Disposal of Société Générale's entire stake in Amundi
On November 11, 2015, Société Générale announced the disposal of its entire 20 per cent. stake
(equivalent to 33.4 million shares) in Amundi (an asset management joint venture of Société Générale and
Crédit Agricole S.A. which was created in 2010). The announcement followed the launch of the initial public
offering of Amundi on the regulated market of Euronext Paris on November 2, 2015.
The disposal is part of Société Générale's strategy to optimize its portfolio of activities and its capital
allocation, in order to focus on its core businesses. It is expected that the disposal will have a positive impact of
24 basis points on Société Générale's Common Equity Tier 1 ratio by the end of 2015. The two companies will
remain bound by their distribution agreements, which have been extended for a renewable period of five years
from the completion date of the initial public offering. Amundi will remain the chosen provider of savings and
investment solutions of Société Générale's retail banking and insurance networks.
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