Obligation Générale Société 0% ( XS0355115394 ) en EUR

Générale Société

100 % ⇌

France

XS0355115394 ( en EUR )

15/04/2023 - Obligation échue

Prospectus brochure de l'obligation SOCIETE GENERALE XS0355115394 en EUR 0%, échue

50 000 EUR

400 000 000 EUR

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 EUR, avec le code ISIN XS0355115394, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 15/04/2023

DEBT ISSUANCE PROGRAMME PROSPECTUS
Dated 2 May 2007

SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)

SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V.
as Issuer
(incorporated in The Netherlands Antilles)

and

SG OPTION EUROPE
as Issuer
(incorporated in France)

100,000,000,000
Euro Medium Term Note Programme
Under this 100,000,000,000 Euro Medium Term Note Programme (the Programme), each of Société Générale, SGA Société Générale Acceptance N.V. and SG Option
Europe (each an Issuer and together the Issuers) may from time to time issue Notes (the Notes) denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and
the relevant Purchaser(s) (as defined below). On 1 August 2006 Société Générale, SGA Société Générale Acceptance N.V. and SG Option Europe issued a Debt Issuance Programme
Prospectus describing the Programme. This Debt Issuance Programme Prospectus supersedes and replaces that prospectus, the supplements thereto and all previous offering circulars and
supplements thereto. Any Notes issued under the Programme on or after the date of this Debt Issuance Programme Prospectus are issued subject to the provisions described herein. This
does not affect any Notes already in issue.
Payments in respect of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe will be unconditionally and irrevocably guaranteed by Société
Générale (in such capacity, the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity. The maximum aggregate nominal amount of all Notes from time to time
outstanding will not exceed 100,000,000,000 (or its equivalent in other currencies calculated as described herein) or such greater amount as is agreed between the parties to the amended
and restated programme agreement dated 2 May 2007 (the Programme Agreement, which expression includes the same as it may be updated or supplemented from time to time).
The Notes will be issued to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed under the Programme
from time to time (each a Dealer and together the Dealers) on a continuing basis. Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to
as Purchasers. The terms and conditions of the English Law Notes and the Uncertificated Notes are set out herein in the section headed "Terms and Conditions of the English Law Notes
and the Uncertificated Notes" and the terms and conditions of the French Law Notes are set out herein in the section headed "Terms and Conditions of the French Law Notes".
English Law Notes (as defined below) may be issued in bearer form (Bearer Notes, which term shall include, except as the context otherwise requires, SIS Notes) or
registered certificated form (Registered Notes). French Law Notes (as defined below) may be issued in dematerialised form or materialised form, and Uncertificated Notes (as defined
below) will be issued in uncertificated and dematerialised book-entry form, in each case, as more fully set out in "Form of the Notes" herein.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated
10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme 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.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained
herein which are applicable to each Tranche (as defined in the Terms and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms) which (except in
the case of Private Placement Notes (as defined below)) will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such
other or further stock exchanges or markets as may be agreed between the relevant Issuer, the Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted Notes and/or
Notes not admitted to trading on any market.
Each Issuer may agree with any Purchaser that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes as set out herein, in which case a
Debt Issuance Programme Prospectus Supplement, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

ARRANGER

Société Générale Corporate & Investment Banking

DEALERS
Société Générale Corporate & Investment Banking
Société Générale Asset Management Banque
Société Générale Bank & Trust

This Debt Issuance Programme Prospectus comprises a separate base prospectus in respect of each of
Société Générale, SGA Société Générale Acceptance N.V. and SG Option Europe for the purposes of
Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).
This Debt Issuance Programme Prospectus does not constitute a "prospectus" for the purposes of the
Prospectus Directive in respect of any Notes (i) involving an offer to the public outside the EEA or of a
type listed in Article 3.2 of the Prospectus Directive and (ii) which are not admitted to trading on a
regulated market under Article 3.3 of the Prospectus Directive (any such Notes, Private Placement Notes).
CERTAIN ISSUES OF NOTES MAY NOT BE SUITABLE INVESTMENTS FOR ALL INVESTORS.
NO INVESTOR SHOULD PURCHASE A NOTE UNLESS SUCH INVESTOR UNDERSTANDS, AND
IS ABLE TO BEAR THE YIELD, MARKET LIQUIDITY, STRUCTURE, REDEMPTION AND
OTHER RISKS ASSOCIATED WITH THE NOTE. FOR FURTHER DETAILS, SEE "RISK
FACTORS" HEREIN.
Each Issuer and the Guarantor (the Responsible Persons) accepts responsibility for the information
contained in this Debt Issuance Programme Prospectus. To the best of the knowledge and belief of each Issuer
and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information
contained in this Debt Issuance Programme Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Copies of Final Terms will be available free of charge from the head office of each of Société
Générale, SGA Société Générale Acceptance N.V. and SG Option Europe and the specified office of each of the
Paying Agents (as defined below), in each case at the address given at the end of this Debt Issuance Programme
Prospectus (provided that Final Terms relating to Private Placement Notes will only be available for inspection
by a holder of such Notes upon production of evidence satisfactory to the relevant Issuer or Paying Agent as to
its holding of such Notes and identity).
This Debt Issuance Programme Prospectus is to be read in conjunction with all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Debt
Issuance Programme Prospectus shall be read and construed on the basis that such documents are incorporated
and form part of this Debt Issuance Programme Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the
Dealers as to the accuracy or completeness of the information contained or incorporated by reference in this
Debt Issuance Programme Prospectus or any other information provided by any of the Issuers or the Guarantor.
The Dealers do not accept any liability in relation to the information contained or incorporated by reference in
this Debt Issuance Programme Prospectus or any other information provided by any of the Issuers or the
Guarantor in connection with the Programme or the Notes.
Subject as provided in the applicable Final Terms, the only person(s) authorised to use this Debt
Issuance Programme Prospectus in connection with an offer of Notes is/are the person(s) named in the
applicable Final Terms as the relevant Dealer, the Managers or the Financial Intermediaries, as the case may be.
No person is or has been authorised by any of the Issuers or the Guarantor to give any information or to
make any representation not contained in or not consistent with this Debt Issuance Programme Prospectus or
any other information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by any of the Issuers, the
Guarantor or any of the Dealers.
Neither this Debt Issuance Programme Prospectus nor any other information supplied in connection
with the Programme or the Notes (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
any of the Issuers, the Guarantor or any of the Dealers that any recipient of this Debt Issuance Programme
Prospectus or any other information supplied in connection with the Programme or the Notes should purchase
2

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 relevant Issuer and, if
appropriate, the Guarantor. Neither this Debt Issuance Programme Prospectus nor any other information
supplied in connection with the Programme or the Notes constitutes an offer or invitation by or on behalf of any
of the Issuers, the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Debt Issuance Programme Prospectus nor the offering, sale or delivery of
any Notes shall in any circumstances imply that the information contained herein concerning any of the Issuers
or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme or the Notes is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of any of the Issuers or the Guarantor during the life of the Programme or to advise any investor in the
Notes of any information coming to their attention.
This Debt Issuance Programme Prospectus does not constitute an offer to sell or the solicitation of an
offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Debt Issuance Programme Prospectus and the offer or sale of Notes
may be restricted by law in certain jurisdictions. Each Issuer, the Guarantor and the Dealers do not represent
that this Debt Issuance Programme Prospectus may be lawfully distributed, or that any 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, unless specifically indicated to the contrary in the applicable Final Terms, no action
has been taken by any Issuer, the Guarantor or the Dealers which is intended to permit a public offering of any
Notes outside the European Economic Area or distribution of this Debt Issuance Programme Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Debt Issuance Programme 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 Debt Issuance
Programme Prospectus or any Note comes must inform themselves about, and observe, any such restrictions on
the distribution of this Debt Issuance Programme Prospectus and the offering and sale of Notes. In particular,
there are restrictions on the distribution of this Debt Issuance Programme Prospectus and the offer or sale of
Notes in the Czech Republic, European Economic Area, France, Hong Kong, Italy, Japan, the Netherlands
Antilles, Switzerland, the United Kingdom and the United States (see "Subscription, Sale and Transfer
Restrictions").
The Notes and any guarantee thereof 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 and none of the Issuers nor the
Guarantor have registered or will register as an investment company under the U.S. Investment Company Act of
1940, as amended (the Investment Company Act). 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 except pursuant to an exemption from the
registration requirements of the Securities Act in a transaction that will not cause the Issuer or the Guarantor, as
the case may be, to become required to register under the Investment Company Act. By its purchase of a Note,
each purchaser will be deemed to have agreed that it may not resell or otherwise transfer the Note held by it
except (a) to the Issuer or any affiliate thereof, (b) inside the United States to a person that is qualified purchaser
within the meaning of Section 2(a)(51) of the Investment Company Act and the rules thereunder (a QP)
reasonably believed by the Seller to be a qualified institutional buyer, as defined under Rule 144A under the
Securities Act (a QIB), purchasing for its own account or for the account of a QIB that is also a QP in a
transaction meeting the requirements of Rule 144A, (c) outside the United States in compliance with Rule 903
or Rule 904 under the Securities Act, or (d) pursuant to an effective registration statement under the Securities
Act, in each case in accordance with all applicable U.S. State Securities laws.
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code and the regulations promulgated thereunder.
3

U.S. INFORMATION

This Debt Issuance Programme Prospectus is being submitted on a confidential basis in the United
States to a limited number of QIBs that are also QPs 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 authorised. 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.

Registered Notes may be offered or sold within the United States only to QIBs that are also QPs in
transactions exempt from the registration requirements of the Securities Act and that will not require any Issuer
or the Guarantor to register under the Investment Company Act. Each U.S. purchaser of Registered Notes is
hereby notified that the offer and sale of any Registered Notes to it may be being made in reliance upon the
exemption from the registration requirements of the Securities Act provided by Rule 144A.

Each purchaser or holder of Notes represented by a Rule 144A Global Note or a Combined Global
Note (each as defined below) or any Notes issued in registered form in exchange or substitution therefor
(together Legended Notes) will be deemed, by its acceptance or purchase of any such Legended Notes, to have
made certain representations and agreements intended to restrict the resale or other transfer of such Notes as set
out in "Subscription and Sale". Unless otherwise stated, terms used in this paragraph have the meanings given
to them in "Form of the Notes".

The Notes and the Guarantee have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the SEC), any State securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing Authorities passed upon or endorsed the merits of the
offering of the Notes or the accuracy or adequacy of this Debt Inssuance Programme Prospectus. Any
representation to the contrary is a criminal offence in the United Sates.
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 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 CHAPTER 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.
AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" within the meaning of the Securities Act, the Issuers have undertaken in a deed poll
dated 2 May 2007 (the Deed Poll) to furnish, upon the request of a holder of such Notes or any beneficial
interest therein, to such holder or to a prospective purchaser designated by him, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the relevant Issuer is
neither a reporting company under 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) thereunder.
4

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuers are corporations organised under the laws of The Netherlands Antilles and France
respectively (each a Relevant Jurisdiction). All of the officers and directors named herein reside outside the
United States and all or a substantial portion of the assets of the relevant Issuer and of such officers and
directors are located outside the United States. As a result, it may not be possible for investors to effect service
of process in connection with a cause of action under the laws of a jurisdiction other than England and Wales
outside the Relevant Jurisdiction upon the relevant Issuer or such persons, or to enforce judgments against them
obtained in courts outside the Relevant Jurisdiction predicated upon civil liabilities of the relevant Issuer or such
directors and officers under laws other than those of the Relevant Jurisdiction, including any judgment
predicated upon United States federal securities laws.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Each Issuer maintains its financial books and records and prepares its financial statements in
accordance with financial reporting standards which differ in certain important respects from generally accepted
accounting principles in the United States (U.S. GAAP).
INTERPRETATION
All references in this document to:
(i)
"U.S. dollars", "U.S.$" or "USD" refer to the currency of the United States of America, those
to "Sterling" and "£" refer to the currency of the United Kingdom, those to "Australian dollars" and "A$" refer
to the currency of Australia, those to "Swiss Francs" and "CHF" refer to the currency of Switzerland, those to
"Japanese Yen" and "¥" refer to the currency of Japan and those to "euro", "Euro", "EUR" and "" refer to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty establishing the European Community, as amended;
(ii)
the "Terms and Conditions" or the "Conditions" shall be to the terms and conditions of the
English Law Notes, the terms and conditions of Uncertificated Notes and/or the terms and conditions of the
French Law Notes, as appropriate; and
(iii)
the "Notes" shall be to the English Law Notes, Uncertificated Notes and/or the French Law
Notes, as appropriate. For the avoidance of doubt, in the section headed "Terms and Conditions of the English
Law Notes and the Uncertificated Notes", references to the "Notes" shall be to the English Law Notes and/or
Uncertificated Notes, as the context requires, and in the section headed "Terms and Conditions of the French
Law Notes", references to the "Notes" shall be to the French Law Notes.
5

TABLE OF CONTENTS
Clause
Page
SUMMARY OF THE PROGRAMME...............................................................................................7
GENERAL DESCRIPTION OF THE PROGRAMME .....................................................................16
RISK FACTORS..............................................................................................................................24
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................35
FORM OF THE NOTES ..................................................................................................................41
APPLICABLE FINAL TERMS .......................................................................................................47
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES AND THE UNCERTIFICATED
NOTES ............................................................................................................................................80
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ...................................................121
TECHNICAL ANNEX ..................................................................................................................155
USE OF PROCEEDS.....................................................................................................................242
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ..................................................................................243
DESCRIPTION OF SGA SOCIETE GENERALE ACCEPTANCE N.V. .......................................244
DESCRIPTION OF SG OPTION EUROPE ...................................................................................252
BOOK ENTRY CLEARANCE SYSTEMS....................................................................................261
TAXATION...................................................................................................................................265
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ......................................................311
GENERAL INFORMATION.........................................................................................................323
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES (PROVIDED THAT, IN THE CASE OF ANY TRANCHE OF NOTES TO BE
ADMITTED TO TRADING ON A REGULATED MARKET IN THE EUROPEAN ECONOMIC AREA,
THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ALLOTTED DOES NOT EXCEED 105 PER
CENT. OF THE AGGREGATE PRINCIPAL AMOUNT OF THE RELEVANT TRANCHE) 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, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION
ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF 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 OF THE
RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE RELEVANT TRANCHE OF NOTES.
6

Summary of the Programme

SUMMARY OF THE PROGRAMME
This Summary must be read as an introduction to this Debt Issuance Programme Prospectus and any
decision to invest in any Notes should be based on a consideration of this Debt Issuance Programme Prospectus
as a whole, including the documents incorporated by reference. Following the implementation of the relevant
provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability
will attach to the Responsible Persons in any such Member State in respect of this Summary, including any
translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of
this Debt Issuance Programme Prospectus. Where a claim relating to information contained in this Debt
Issuance Programme Prospectus is brought before a court in a Member State of the European Economic Area,
the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to
bear the costs of translating the Debt Issuance Programme Prospectus before the legal proceedings are initiated.
Words and expressions defined in the "Form of Notes" and in the sections headed "Terms and
Conditions of the English Law Notes and the Uncertificated Notes" and "Terms and Conditions of the French
Law Notes" shall have the same meanings in this Summary.

Issuers:
Société Générale

Société Générale is a limited liability corporation (société anonyme)
established under French law and has the status of a bank.

Société Générale was incorporated by deed approved by Decree on
4 May 1864. The life of Société Générale, previously fixed at 50
years with effect from 1 January 1899, was extended by 99 years with
effect from 1 January 1949. Under the legislative and regulatory
provisions relating to credit institutions, notably the relevant articles
of the Monetary and Financial Code, Société Générale is subject to
the commercial laws of the French Commercial Code (in particular
Articles L. 210-1 et seq.) as well as current by-laws.

Société Générale's registered office is at 29, boulevard Haussmann,
Paris, 75009.

The purpose of Société Générale, under the conditions determined by
the laws and regulations applicable to credit institutions, is to carry
out, in France or abroad, with individuals or corporate entities:

· banking transactions;
· transactions related to banking operations, including, in particular,
investment related services or allied services as provided by Articles
L. 321-1 and L. 321-2 of the Monetary and Financial Code;
· acquisitions of interests in other companies.

Société Générale may also engage on a regular basis in transactions
other than those listed above, including, in particular, insurance
brokerage, under the conditions set by the Comité de la
Réglementation Bancaire et Financière (French Banking and
Financial Regulations Committee).

Generally, Société Générale may carry out, on its own behalf, on
behalf of third parties or jointly, all financial, commercial, industrial
or agricultural personalty or realty transactions, directly or indirectly
related to the above-mentioned activities or likely to facilitate the
accomplishment of such activities.

SGA Société Générale Acceptance N.V.

7

Summary of the Programme

SGA Société Générale Acceptance N.V. was incorporated on
7 October 1986 for an unlimited duration as a limited liability
company under the laws of the Netherlands Antilles.

SGA Société Générale Acceptance N.V.'s head office is located at
Landhuis Joonchi, Kaya Richard J.Beaujon z/n Curaçao, Netherlands
Antilles and it is registered in the Commercial Register of the
Chamber of Commerce and Industry at Curaçao, Netherlands Antilles
under no 45500.

The purpose and object of SGA Société Générale Acceptance N.V
pursuant to its Deed of Incorporation is to invest its funds in
securities, such as shares and other certificates of participation, and
bonds and in other interest-bearing debentures under whatever name
and in whatever form, to borrow money and to issue certificates of
indebtedness therefor, as well as to lend money within the group to
which it belongs and to provide security in any form on behalf of third
parties.

SGA Société Générale Acceptance N.V. has no subsidiaries.

SGA Société Générale Acceptance N.V. is a 100 per cent. owned
subsidiary of Société Générale and is a fully consolidated company.

SG Option Europe

SG Option Europe was incorporated on 1 June 1987 for an initial
duration of 99 years as a limited liability corporation (société
anonyme) established under French law and has the status of an
investment company.

SG Option Europe's head office is located at 17 Cours Valmy 92800
Puteaux, France and it is registered in the Commercial Register of the
Chamber of Commerce and Industry at Nanterre, France under no 341
369 833.

The purpose and object of SG Option Europe pursuant to its Deed of
Incorporation is to invest its funds in securities, such as shares and
other certificates of participation, and bonds and in other interest-
bearing debentures under whatever name and in whatever form, to
borrow money and to issue certificates of indebtedness in relation to
borrowed money, as well as to lend money within the group to which
it belongs and to provide security in any form on behalf of third
parties.

SG Option Europe has one subsidiary "Sofom" which is a fully
consolidated company.

SG Option Europe is a 100 per cent. owned subsidiary of Société
Générale and is a fully consolidated company.
Guarantor:
Société Générale
Risk Factors:
There are certain factors that may affect each of the Issuer's and the
Guarantor's ability to fulfil its obligations with respect to Notes issued
under the Programme. These are set out under "Risk Factors" below
and include the creditworthiness of each Issuer and the Guarantor
8

Summary of the Programme

(including their respective credit ratings, if applicable), general
operational risks, conflicts of interest, the absence of Events of
Default with respect to Société Générale, the risk that hedging and
trading activity by the Issuer, the Guarantor or any of their affiliates
may affect the value of Notes and risks associated with the lack of
independence of the Guarantor and the Issuer (in the case of any
Notes issued by SGA Société Générale Acceptance N.V. or SG
Option Europe).
In addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes issued
under the Programme (see "Risk Factors").
Risks relating to Notes depend on their features and may include the
following, all of which are more fully described under "Risk Factors":
(i) any optional redemption of the Notes by the Issuer where such a
feature is applicable, (ii) limited and/or volatile market value of the
Notes, (iii) redemption when reinvestment circumstances are not
advantageous for a Noteholder, (iv) reduced or no payment of
interest, (v) payment of principal or interest at a different time or in a
different currency than expected and/or (vi) loss of all or part of a
Noteholder's initial investment or anticipated return on such
investment which may be due to the Notes (or the payment of
principal or interest under the Notes) being (a) subject to optional
redemption by the Issuer, (b) determined by reference to an index,
formula, asset or other reference factor (such as securities,
commodities, fund units, exchange rates, etc.), (c) payable in various
currencies, (d) payable, as to their issue price, in instalments, (e)
subject to caps, floors, leverage or other factors or any combination
thereof, (f) subject to an inverse floating rate of interest, (g) subject to
a fixed-to-floating (or floating-to-fixed) rate of interest, (h) issued at a
discount or premium from their principal amount, (i) subject to
decreases in interest or principal payable depending on changes in the
creditworthiness of a reference entity or reference obligation, (j)
subordinated (in the case of Notes issued by Société Générale)
(without Noteholders having the right under any circumstances to
accelerate the maturity of such Notes and with the possibility of
deferral of interest payments in certain circumstances) and/or (k)
payments of principal or interest being linked to the occurrence or
non-occurrence of certain events beyond the control of the Issuer and
(if applicable) the Guarantor. Other risks relating to the Notes include
(i) binding decisions of meetings of Noteholders, (ii) no payment of
additional amounts (in certain circumstances) in relation to taxes
withheld from payments under the Notes, (iii) changes in law, (iv)
lack of a liquid secondary trading market for the Notes, (v)
Noteholders receiving payments in currency other than that of their
financial activities, (vi) changes in interest rates, (vii) in relation to
any issue of Notes which have a minimum denomination and are
tradable in the clearing systems in amounts above such minimum
denomination which are smaller than it, an investor not receiving all
of its entitlement if definitive Notes are issued, (viii) credit ratings not
reflecting all risks relating to the Notes, (ix) certain investors being
subject to laws and regulations or review or regulation by certain
authorities, (x) the fact that the Notes may not be a suitable
9

Summary of the Programme

investment for all investors and/or (xi) the fact that the Notes may be
subject to certain transfer restrictions.
Programme Size:
Up to 100,000,000,000 (or its equivalent in other currencies
calculated on the Agreement Date as defined in the Programme
Agreement) outstanding at any time. The Issuers and the Guarantor
may increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and
in each case on a syndicated or non-syndicated basis.
Form of Notes:
English Law Notes
Each Tranche of Notes (as defined under "Terms and Conditions of
the English Law Notes and the Uncertificated Notes") specified in the
applicable Final Terms to be governed by English law (save as to
Condition 3(b), where applicable) (any such Notes, English Law
Notes) will be either Bearer Notes (with or without interest coupons
attached) issued outside the United States in reliance on Regulation S
under the Securities Act (Regulation S) or Registered Notes (without
interest coupons attached) issued outside the United States in reliance
on the exemption from registration provided by Regulation S and/or
within the United States in reliance on Rule 144A under the Securities
Act.
Bearer Notes will on issue be represented by either a temporary global
Note or a permanent global Note as specified in the applicable Final
Terms. Temporary global Notes will be exchangeable either for (a)
interests in a permanent global Note or (b) for Definitive Bearer
Notes, as indicated in the applicable Final Terms. Permanent global
Notes will be exchangeable for Definitive Bearer Notes only upon the
occurrence of an Exchange Event as described under "Form of the
Notes".
Registered Notes will on issue be represented by a Global Registered
Note which will be exchangeable for Definitive Registered Notes in
certain circumstances set out in such Global Registered Note.
Registered Notes will not be exchangeable for Bearer Notes and vice
versa.
Special procedures apply to SIS Notes (see "Form of the Notes").
French Law Notes
French Law Notes may be issued as either Dematerialised Notes or
Materialised Notes.
Dematerialised Notes may, at the option of the Issuer, be issued in
bearer dematerialised form (au porteur) or in registered
dematerialised form (au nominatif) and, in such latter case, at the
option of the relevant Noteholder, in either fully registered (nominatif
pur) or administered registered (nominatif administré) form. No
physical document of title will be issued in respect of Dematerialised

10