Obligation Générale Société 5.375% ( USF8500RAA08 ) en USD

Générale Société

88.21 % ▼

France

USF8500RAA08 ( en USD )

5.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Societe Generale USF8500RAA08 en USD 5.375%, échéance Perpétuelle

F8500RAA0

BB ( Spéculatif )

18/05/2025 ( Dans 9 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 USD, avec le code ISIN USF8500RAA08, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Générale Société ( France ) , en USD, avec le code ISIN USF8500RAA08, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Issue of USD 1,500,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable
Callable Notes
Issue price: 100.00%
The USD 1,500,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Notes (the "Notes") will be issued by Société Générale (the
"Issuer").
The Notes will constitute direct, unconditional, unsecured and deeply subordinated debt obligations of the Issuer (engagements subordonnés de dernier rang), as described
in Condition 5 (Status of the Notes) of the Terms and Conditions of the Notes.
The Notes will bear interest on their Current Principal Amount (as defined in Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the Notes) from
(and including) November 18, 2020 (the "Issue Date") to (but excluding) the Interest Payment Date falling on or about November 18, 2030 (the "First Call Date") at a rate
of 5.375% per annum, payable semi-annually in arrear on May 18 and November 18 in each year (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 May 18, 2021 in respect of the period from (and
including) the Issue Date to (but excluding) May 18, 2021. The rate of interest will reset on the First Call Date and on each fifth anniversary thereafter (each a Reset Date)
(as defined in Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the Notes). The Issuer may elect, or may be required, to cancel the payment of
interest on the Notes (in whole or in part) on any Interest Payment Date. (See Condition 6 (Interest) of the Terms and Conditions of the Notes). As a result, holders of Notes
(the "Noteholders") may not receive interest on any Interest Payment Date.
The Current Principal Amount of the Notes will be written down (a "Write-Down") if the Issuer's Common Equity Tier 1 capital ratio falls below 5.125% (on a consolidated
basis) (all as defined in Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the Notes). Noteholders may lose some or all their investment as a result
of a Write-Down. Following such Write-Down, the Current Principal Amount may, at the Issuer's full discretion, be written back up (a "Write-Up") if certain conditions
are met. (See Condition 7 (Loss Absorption and Return to Financial Health) of the Terms and Conditions of the Notes).
The Notes have no fixed maturity and Noteholders do not have the right to call for their redemption. As a result, the Issuer is not required to make any payment of the
principal amount of the Notes at any time prior to its winding-up. The Issuer may, at its option, redeem all, but not some only, of the Notes on the First Call Date or on any
Reset Date thereafter at their Redemption Amount (all as defined in Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the Notes). The Issuer may
also, at its option, redeem all, but not some only, of the Notes at any time at their Redemption Amount upon the occurrence of certain Tax Events or a Capital Event (all as
defined in Condition 2 (Definitions and Interpretation) of the Terms and Conditions of the Notes). Redemption can be made by the Issuer even if the principal amount of the
Notes has been written-down and not yet reinstated in full as described in Condition 8 (Redemption and Purchase) of the Terms and Conditions of the Notes. If a Capital
Event, an Alignment Event or a Tax Event has occurred and is continuing, the Issuer may further substitute all, but not some only, of the Notes or vary the terms of all, but
not some only, of the Notes, without the consent or approval of Noteholders, so that, or as long as, they become or remain Qualifying Notes. (See Condition 8.7 (Substitution
and variation) of the Terms and Conditions of the Notes).
This Prospectus (the "Prospectus") has been approved on November 13, 2020 by the Commission de Surveillance du Secteur Financier (the "CSSF"), 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 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 (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 November 13, 2021; 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 will be issued in denominations of USD 200,000 and integral multiples of USD 1,000 in excess thereof. The Notes 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 will be made only in book-entry form
through the facilities of DTC on or about the Issue Date.
The Notes are expected to be assigned a rating of Ba2 by Moody's Investors Service Ltd. ("Moody's") BB by S&P Global Ratings Europe Limited ("S&P") and BB+ by
Fitch France S.A.S. ("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 or in the United Kingdom 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.
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 12.
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.
Global Coordinator and Structuring Advisor
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
Joint Lead Managers and Bookrunners
BARCLAYS
BOFA SECURITIES
J.P. MORGAN
SOCIETE GENERALE
STANDARD CHARTERED BANK
The date of this Prospectus is November 13, 2020

TABLE OF CONTENTS
Page
NOTICE TO INVESTORS .................................................................................................................................. 1
ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................... 7
FORWARD-LOOKING STATEMENTS ............................................................................................................ 9
RISK FACTORS ................................................................................................................................................ 12
OVERVIEW ....................................................................................................................................................... 23
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 30
USE OF PROCEEDS ......................................................................................................................................... 35
SELECTED FINANCIAL DATA...................................................................................................................... 36
CAPITALIZATION ........................................................................................................................................... 39
THE ISSUER AND THE GROUP ..................................................................................................................... 40
GOVERNMENTAL SUPERVISION AND REGULATION ............................................................................ 41
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 59
THE GLOBAL CERTIFICATES ...................................................................................................................... 83
BOOK-ENTRY PROCEDURES AND SETTLEMENT ................................................................................... 86
TAXATION ....................................................................................................................................................... 89
BENEFIT PLAN INVESTOR CONSIDERATIONS ........................................................................................ 93
PLAN OF DISTRIBUTION ............................................................................................................................... 95
TRANSFER RESTRICTIONS......................................................................................................................... 101
LEGAL MATTERS ......................................................................................................................................... 106
INDEPENDENT AUDITORS ......................................................................................................................... 107
GENERAL INFORMATION........................................................................................................................... 108

NOTICE TO INVESTORS
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 authorized by the Issuer or any of Barclays Capital Inc., BofA Securities, Inc., J.P.
Morgan Securities LLC, SG Americas Securities, LLC or Standard Chartered Bank (the "Initial Purchasers")
to give any information or to make any representation other than those contained in, 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 authorized by the Issuer or any of
the Initial Purchasers.
None of the Initial Purchasers 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 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 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 in or incorporated by reference herein
concerning the Issuer or the Group is correct as of 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 Initial Purchasers
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, 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 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 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 (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 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. The Issuer and the Initial Purchasers 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 Initial Purchasers that is intended to permit a public offering of the Notes outside the
European Economic Area (the "EEA") and/or the United Kingdom (the "UK") or distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
1

offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus comes are required by the Issuer and the Initial Purchasers 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 "Plan of Distribution").
In connection with the issue of the Notes, SG Americas Securities, LLC will act as stabilizing manager
(the "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 market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilization may not
necessarily occur. Any stabilization 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 stabilization action 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 Initial Purchasers or any of their respective 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.
Société Générale will act as Issuer and as Global Coordinator and Structuring Advisor and Joint Lead
Manager and Bookrunner in connection with the offering of the Notes. As a result, potential conflict of
interest may arise between the Global Coordinator and Structuring Advisor and Joint Lead Manager
and Bookrunner, on the one hand, and the Issuer, on the other hand, including with respect to Société
General's duties and obligations as Global Coordinator and Structuring Advisor and Joint Lead
Manager and Bookrunner.
In addition, potential conflicts of interest may arise between the Calculation Agent and the Noteholders,
including with respect to determinations and judgments that the Calculation Agent may make relating
to the Reset Rate of Interest payable in respect of any Reset Interest Period that may influence the
amounts receivable under the Notes.
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as
amended or replaced from time to time) (the "PI Instrument"). In addition, (i) on January 1, 2018, the
provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and
insurance-based investment products (as amended) ("PRIIPs") became directly applicable in all
European Economic Area ("EEA") member states and in the United Kingdom (the "UK") and (ii) the
Markets in Financial Instruments Directive 2014/65/EU (as amended) ("MiFID II") was required to be
implemented in EEA member states and in the UK by January 3, 2018. Together the PI Instrument,
PRIIPs and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based
investment products and certain contingent write-down or convertible securities such as the Notes.
2

Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein) including the Regulations.
The Initial Purchasers (and/or their respective affiliates) are required to comply with some or all of the
Regulations. By purchasing, or making or accepting an offer to purchase any Notes (or a beneficial
interest in such Notes) from the Issuer and/or the Initial Purchasers, each investor represents, warrants,
agrees with and undertakes to the Issuer and each of the Initial Purchasers that:
(1)
it is not a retail client in the EEA or in the UK (as defined in MiFID II);
(2)
whether or not it is subject to the Regulations, it will not:
a.
sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA or in
the UK (as defined in MiFID II); or
b.
communicate (including the distribution of this Prospectus) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interest
therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA or in the UK (in each case
within the meaning of MiFID II).
In selling or offering the Notes or making or approving communications relating to the Notes
you may not rely on the limited exemptions set out in the PI Instrument; and
(3)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA or the UK) relating to the promotion, offering, distribution and/or
sale of the Notes (or any beneficial interests therein), including (without limitation) in
accordance with MiFID II and any other applicable laws, regulations and regulatory guidance
relating to determining the appropriateness and/or suitability of an investment in the Notes (or
any beneficial interests therein) by investors in any relevant jurisdiction.
You further acknowledge that:
(i)
the identified target market for the Notes (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
(ii)
no key information document (KID) under PRIIPs has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the
EEA or in the UK may be unlawful under PRIIPs.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making
or accepting an offer to purchase, any Notes (or any beneficial interest in such Notes) from the
Issuer and/or the Initial Purchasers, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both such person as agent and its client.
IMPORTANT - PROHIBITION OF SALES TO EEA AND 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 EEA or in the UK. 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
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 the Prospectus Regulation. Consequently, no key information document
required by PRIIPs for offering or selling the Notes or otherwise making them available to retail investors in
the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or the UK may be unlawful under PRIIPs.
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
February 5, 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
3

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 II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
SINGAPORE SFA PRODUCT CLASSIFICATION Solely for the purposes of its obligations pursuant to
sections 309b(1)(a) and 309b(1)(c) of the securities and futures act (Chapter 289 of Singapore (the "SFA")),
the issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the
securities and futures (Capital Markets Products) Regulations 2018 (the "SF (CMP) Regulations") that the
notes are "prescribed capital markets products" (as defined in the SF (CMP) Regulations) 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 Initial Purchasers to subscribe for, or
purchase, any 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-called "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 April
16, 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.
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, able to pass on any tax liabilities
to 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.
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.
Investors will have to rely on the clearing system procedures for transfer, payment and communication
with the Issuer. Unless and until Notes in definitive registered form, or definitive registered Notes, are issued
4

in exchange for book-entry interests, owners of book-entry interests will not be considered owners or
Noteholders. DTC or its nominee will be the registered holder of the Global Certificates. After payment to the
registered holder, the Issuer will have no responsibility or liability for the payment of interest, principal or
other amounts to the owners of book-entry interests. Accordingly, such book-entry interest owners, must rely
on the procedures of DTC, and if they are not a participant in DTC, on the procedures of the participants
through which they own their interest, to exercise any rights and obligations of a Noteholder (including to
receive payments under the Noted) under the Agency Agreement. See also "Book-Entry Procedures and
Settlement".

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
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:

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;

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;

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;

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

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 instruments.
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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 advisor) 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 overall investment portfolio. An investor's effective
yield on the Notes may be diminished by the tax on that investor's investment in the Notes.
NOTICE TO U.S. INVESTORS
This Prospectus may be distributed in the United States only 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 that 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.

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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.
The United States and France are not parties to a treaty providing for the reciprocal recognition and
enforcement of judgments, other than arbitral awards rendered in civil and commercial matters. Accordingly,
a judgment rendered by any U.S. federal or state court based on civil liability, whether or not predicated solely
upon U.S. federal or state securities laws, would not directly be recognized or enforceable in France.
A party in whose favor such judgment was rendered could initiate enforcement proceedings (exequatur) in
France before the relevant civil court (Tribunal de Grande Instance) that has exclusive jurisdiction over such
matter, in accordance with the French Civil Procedure Code (Art. 509 et seq.).
Enforcement in France of such U.S. judgment could be obtained following proper (i.e., non ex parte)
proceedings if such U.S. Judgment is enforceable in the United States and if the French civil court is satisfied
that the following conditions have been met (which conditions, under prevailing French case law, do not
include a review by the French civil court of the merits of the foreign judgment):

such U.S. judgment was rendered by a court having jurisdiction over the matter because the dispute is
clearly connected to the jurisdiction of such court (i.e., there was no international forum shopping),
the choice of the U.S. court was not fraudulent and the French courts did not have exclusive
jurisdiction over the matter;

such U.S. judgment does not contravene French international public policy rules, both pertaining to
the merits and to the procedure of the case, including fair trial rights; and

such U.S. judgment is not tainted with fraud under French law.
In addition to these conditions, it is well established that only final and binding foreign judicial decisions (i.e.
those having a res judicata effect) can benefit from an exequatur under French law, that such U.S. judgment
should not conflict with a French judgment or a foreign judgment that has become effective in France, and
there are no proceedings pending before French courts at the time enforcement of the U.S. judgment is sought
and having the same or similar subject matter as such U.S. judgment.
If the French civil court is satisfied that such conditions are met, the U.S. judgment will benefit from the res
judicata effect as of the date of the decision of the French civil court and will thus be declared enforceable in
France. However, the decision granting the exequatur is subject to appeal.
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
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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) under the Securities Act and the Issuer is neither subject to Section 13 or 15(d) of the U.S. 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 Noteholder or prospective
purchasers of Notes the information specified in Rule 144A(d)(4) under the Securities Act.
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