Obligation Générale Société 0% ( XS0365303329 ) en EUR

Générale Société

100 % ▼

France

XS0365303329 ( en EUR )

22/05/2013 - Obligation échue

Prospectus brochure de l'obligation SOCIETE GENERALE XS0365303329 en EUR 0%, échue

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 de la Société Générale (ISIN : XS0365303329), émise en France en EUR, à un taux d'intérêt de 0%, avec une fréquence de paiement de 1 et une maturité fixée au 22/05/2013, a été intégralement remboursée à son prix nominal de 100%.

PROSPECTUS DATED 20 MAY 2008
SOCIÉTÉ GÉNÉRALE
(incorporated in the Republic of France as a société anonyme)
1,000,000,000
UNDATED DEEPLY SUBORDINATED FIXED TO FLOATING RATE NOTES
Issue Price: 100%
The 1,000,000,000 undated deeply subordinated fixed to floating rate notes (the Notes) of Société Générale (the Issuer) will be issued outside the
French Republic on 22 May 2008 (the Issue Date) in the denomination of 50,000 each. The Notes have no final maturity date and holders of the
Notes do not have the right to call for their redemption.
The Notes will bear interest (i) from (and including) the Issue Date to (but excluding) 22 May 2013 (the Fixed Rate Period), at a fixed rate of 7.756
per cent. per annum payable annually in arrear on 22 May in each year and commencing on 22 May 2009, and (ii) thereafter (the Floating Rate
Period), at a floating rate calculated on the basis of 3-month Euribor plus a margin of 3.35 per cent. per annum payable quarterly in arrear on or about
22 May, 22 August, 22 November and 22 February in each year, commencing on 22 August 2013, as further described in "Terms and Conditions of
the Notes Interest and Interest Suspension".
For so long as compulsory interest provisions do not apply, the Issuer may elect, and in certain circumstances shall be required, not to pay
interest falling due on the Notes on any Interest Payment Date (as defined in Condition 1 of the Notes). Any interest not paid on such date
shall be forfeited and no longer be due and payable by the Issuer, as further described in "Terms and Conditions of the Notes - Interest and
Interest Suspension".
The Current Principal Amount (as defined in Condition 1 of the Notes) of the Notes may be written down if certain regulatory events occur.
Following such reduction, the Current Principal Amount can be written back up if certain conditions are met, as further described in "Terms and
Conditions of the Notes - Loss Absorption and Return to Financial Health".
Upon the occurrence of certain regulatory events or events relating to deductibility of interest for tax purposes, all (but not some only) of the Notes
may, and in certain circumstances shall, be redeemed at their Early Redemption Amount (as defined in Condition 1 of the Notes), subject to the prior
written approval of the Secrétariat général de la Commission bancaire in France. See "Terms and Conditions of the Notes - Redemption and
Purchase".
The obligations of the Issuer in respect of principal and interest on the Notes (which constitute obligations) are direct, unconditional, unsecured and
deeply subordinated obligations of the Issuer and rank and will rank pari passu among themselves and with all other present and future Support
Agreement Claims and Tier 1 Subordinated Notes but shall be subordinated to present and future prêts participatifs granted to the Issuer and present
and future titres participatifs, Ordinarily Subordinated Obligations and Unsubordinated Obligations of the Issuer as further described in "Terms and
Conditions of the Notes - Status of the Notes and Subordination".
The Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) is the competent authority in Luxembourg for the purpose of
Directive n°2003/71/EC (the Prospectus Directive) and the Luxembourg law on prospectuses for securities of 10 July 2005, for the purpose of
approving this Prospectus. Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the
Luxembourg Stock Exchange and admitted to trading on the regulated market (regulated by Directive 2004/39/EC) of the Luxembourg Stock
Exchange.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited
on the Issue Date with a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream,
Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note
and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 2 July 2008 (the Exchange Date), upon
certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain
limited circumstances - see "Summary of Provisions relating to the Notes while represented by the Global Notes".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or
sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available.
The Notes are expected to be assigned, on issue, a rating of "A1" by Moody's Investors Service, Inc, (Moody's) and a rating of "A" by Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P). The ratings address the Issuer's ability to perform its obligations
under the terms of the Notes. A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or
withdrawal at any time by Moody's or S&P. A suspension, reduction or withdrawal of either rating assigned to the Notes may adversely affect the
market price of the Notes.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular the information set out in the section entitled "Risk Factors" before making a decision to invest
in the Notes.
Bookrunner and Lead Manager
Société Générale Bank & Trust

Co-Lead Managers
Banca IMI S.p.A.
Barclays Bank Plc
J.P.Morgan Securities Ltd.
Merrill Lynch International
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The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained or incorporated by reference in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Certain information contained in this Prospectus and/or documents incorporated herein by reference has
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
In this Prospectus, unless the context otherwise requires, (i) references to the Issuer or to Société Générale
mean Société Générale (parent company) and (ii) references to the Société Générale Group or the Group
mean Société Générale and its consolidated subsidiaries.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see the section entitled "Documents Incorporated by Reference"). This Prospectus shall be read and
construed on the basis that such documents are incorporated in, and form part of, this Prospectus.
The Managers (as defined in the section entitled Subscription and Sale) have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied,
is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of
the information contained or incorporated by reference in this Prospectus or any other information provided
by the Issuer in connection with the issue and sale of the Notes. The Managers do not accept any liability in
relation to the information contained or incorporated by reference in this Prospectus or any other
information provided by the Issuer in connection with the issue and sale of the Notes.
This Prospectus comprises a prospectus for the purpose of (i) Article 5.3 of the Prospectus Directive and (ii)
the relevant implementing measures in the Grand Duchy of Luxembourg and, in each case, for the purpose
of giving information with regard to the Issuer.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the
Managers to give any information or to make any representation not contained in or not consistent with this
Prospectus and if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or the Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the issue and sale of
the Notes is correct as of any time subsequent to the date indicated in the document containing the same.
The Managers do not undertake to review the financial condition or affairs of the Issuer during the life of the
Notes or to advise any investor in the Notes of any information coming to its attention. Investors should
review, inter alia, the most recently published documents incorporated by reference into this Prospectus
when deciding whether or not to subscribe for or to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Managers that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Managers to any person to subscribe for
or to purchase any Notes.
3

In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of (a) the Issuer, its business, its financial condition and affairs and
(b) the terms of the offering, including the merits and risks involved. The contents of this Prospectus are not
to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers
as to legal, tax, financial, credit and related aspects of an investment in the Notes. Potential investors
should, in particular, read carefully the section entitled "Risk Factors" set out below before making a
decision to invest in the Notes.
This 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 Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Managers do not represent that this Prospectus may be lawfully distributed, or that 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, no action has been taken by the Issuer or the
Managers which would permit a public offering of any Notes or distribution of this 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 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 or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the United Kingdom, France and Italy, see the section entitled
"Subscription and Sale".
The Notes have not been and will not be registered under the Securities Act, or under any relevant securities
laws of any state of the United States of America and may not be offered, sold or delivered within the United
States of America or to or for the account or benefit of any person in the United States of America, within the
meaning of Regulation S under the Securities Act (Regulation S), or to any person acting on a non-
discretionary basis for any person in the United States of America.
In this Prospectus, unless otherwise specified or the context requires, references to "euro", "EUR" and ""
are to the single currency of the participating member states of the European Economic and Monetary
Union.
Any amendments of the Terms and Conditions of the Notes will be subject to the prior approval of the
Secrétariat général de la Commission bancaire.
4

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements
that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and
include any statement that does not directly relate to a historical fact or current fact. The Issuer and the
Group may also make forward-looking statements in its audited annual financial statements, in its interim
financial statements, in its prospectuses, in press releases and other written materials and in oral statements
made by its officers, directors or employees to third parties. Forward-looking statements are typically
identified by words or phrases such as, without limitation, "anticipate", "assume", "believe", "continue",
"estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by
future or conditional verbs such as, without limitation, "will", "should", "would" and "could." Undue reliance
should not be placed on such statements, because, by their nature, they are subject to known and unknown
risks, uncertainties, and other factors. Please refer to the section entitled "Risk Factors" below.
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TABLE OF CONTENTS
Section
Page
Summary......................................................................................................................................................7
Risk Factors ............................................................................................................................................... 16
Documents Incorporated by Reference........................................................................................................ 20
Terms and Conditions of the Notes ............................................................................................................. 25
Summary of Provisions relating to the Notes while represented by the Global Notes ................................... 45
Use of Proceeds.......................................................................................................................................... 48
Description of Société Générale and Société Générale Group...................................................................... 49
Capital Adequacy of the Société Générale Group........................................................................................ 50
Recent Developments ................................................................................................................................. 56
Taxation ..................................................................................................................................................... 57
Subscription and Sale ................................................................................................................................. 59
General Information ................................................................................................................................... 61
6

SUMMARY
This summary of the terms and conditions of the Notes must be read as an introduction to this Prospectus
and any decision to invest in any Notes should be based on a consideration of this 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 Issuer 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 Prospectus.
Where a claim relating to information contained in this 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 Prospectus before the legal
proceedings are initiated.
Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them
in the section entitled "Terms and Conditions of the Notes".
Issuer:
Société Générale
Description:
1,000,000,000 Undated Deeply Subordinated Fixed to Floating Rate
Notes (the Notes).
Société Générale Bank & Trust as Bookrunner and Lead Manager and
Managers:
Banca IMI S.p.A., Barclays Bank Plc, J.P.Morgan Securities Ltd. and
Merrill Lynch International as Co-Lead Managers
Fiscal Agent and Paying Agent:
Société Générale Bank & Trust
Calculation Agent:
Société Générale Bank & Trust
Denomination:
50,000 per Note.
Original Principal Amount:
50,000 per Note, not taking into account any Loss Absorption or
Reinstatement, pursuant to Conditions 5.1 (Loss Absorption) and 5.2
(Return to Financial Health).
Current Principal Amount:
At any time, the principal amount of each Note calculated on the basis
of the Original Principal Amount of such Note as such amount may be
reduced, on one or more occasions pursuant to the application of the
Loss Absorption mechanism and/or reinstated on one or more occasions
following a Return to Financial Health.
Maturity:
The Notes will be undated securities of the Issuer with no fixed
redemption or maturity date.
Form of the Notes:
The Notes will be in bearer form in the denomination of 50,000. The
Notes will initially be represented by the Temporary Global Note,
without interest coupons or talons, which will be deposited with a
common depositary for Euroclear and Clearstream, Luxembourg on or
about the Issue Date. The Temporary Global Note will be
exchangeable for interests in the Permanent Global Note, without
interest coupons or talons, not earlier than 40 days after the Issue Date
upon certification of non-U.S. beneficial ownership. The Permanent
Global Note will be exchangeable for definitive Notes only in the
7

limited circumstances set out in the Permanent Global Note, as
described under "Summary of Provisions relating to the Notes while
represented by the Global Notes" below.
Status of the Notes:
The Notes are deeply subordinated notes of the Issuer issued pursuant
to the provisions of article L.228-97 of the French Code de commerce.
The obligations of the Issuer in respect of principal and interest on the
Notes (which constitute obligations) are direct, unconditional,
unsecured and deeply subordinated obligations of the Issuer and rank
and will rank pari passu among themselves and with all other present
and future Support Agreement Claims and Tier 1 Subordinated Notes
but shall be subordinated to present and future prêts participatifs
granted to the Issuer and present and future titres participatifs,
Ordinarily Subordinated Obligations and Unsubordinated Obligations
of the Issuer.
The principal and interest of the Notes shall rank in priority to Issuer
Shares. In the event of liquidation, the principal and interest of the
Notes shall rank in priority to any payments to holders of Issuer Shares.
Negative Pledge:
There will be no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes. However, the
Notes must be redeemed in the event of liquidation of the Issuer.
Interest:
Each Note bears interest on its Current Principal Amount at a fixed rate
of 7.756 per cent. per annum (the Fixed Interest Rate) from (and
including) 22 May 2008 (the Issue Date) to (but excluding) the First
Call Date, payable annually in arrear on 22 May in each year (each, a
Fixed Rate Interest Payment Date), commencing on 22 May 2009
until (and including) the First Call Date and thereafter at the Floating
Interest Rate for each Floating Rate Interest Period as determined by the
Calculation Agent in accordance with Condition 4.3 (Description of the
Floating Rate Interest) below payable quarterly in arrear on 22 May, 22
August, 22 November and 22 February in each year (each a Floating
Rate Interest Payment Date), commencing on 22 August 2013.
First Call Date means 22 May 2013.
Floating Interest Rate means a floating rate calculated on the basis of
3-month Euribor plus a margin of 3.35 per cent. per annum.
Floating Rate Interest Period means the period beginning on (and
including) the First Call Date and ending on (but excluding) the first
Floating Rate Interest Payment Date and each successive period
beginning on (and including) a Floating Rate Interest Payment Date and
ending on (but excluding) the next succeeding Floating Rate Interest
Payment Date.
Interest payments are subject to the provisions set forth below under
"Interest Payments", "Loss Absorption" and "Reinstatement".
Interest Payments:
Compulsory Interest and Optional Interest
8

(a)
On any Compulsory Interest Payment Date
The Issuer shall, on each Compulsory Interest Payment Date,
for so long as the compulsory interest provisions apply (as set
out in the definition of Compulsory Interest Payment Date), pay
interest in respect of the Notes accrued to that date in respect of
the Interest Period ending on (but excluding) such Compulsory
Interest Payment Date.
Interest on each Note with respect to, and falling due on, any
Compulsory Interest Payment Date will be calculated on the
basis of its Current Principal Amount.
(b)
On any Optional Interest Payment Date
For so long as the compulsory interest provisions do not apply,
the Issuer may elect not to pay interest on any Optional Interest
Payment Date in particular with a view to restoring its
regulatory capital in order to ensure the continuity of its
activities.
On any Optional Interest Payment Date, the Issuer may, at its
option, pay interest in respect of the Notes accrued to that date
in respect of the Interest Period ending on (but excluding) such
Optional Interest Payment Date, but subject to such election
and decision having been made as described above, the Issuer
shall have no obligation to make such payment and any such
failure to pay shall not constitute a default by the Issuer under
the Notes or for any other purpose.
Interest on each Note with respect to, and falling due on, any
Optional Interest Payment Date will be calculated on the basis
of its Current Principal Amount.
Save as otherwise provided, any interest not paid on an
Optional Interest Payment Date will be forfeited and
accordingly will no longer be due and payable by the Issuer.
Interest will cease to accrue from (and including) the date of the
occurrence of a Supervisory Event to (but excluding) the date
of the occurrence of the End of Supervisory Period.
Optional Interest and Supervisory Event
(c)
Interest Payable on Optional Interest Payment Dates following
the occurrence of a Supervisory Event
In the event that a Supervisory Event occurs during the Interest
Period ending on (but excluding) an Optional Interest Payment
Date:
(i)
the payment of Broken Interest, if any, in respect of
each Note shall automatically be suspended and, in
9

addition, the amount of Broken Interest may be reduced
to absorb losses in accordance with Condition 5.1; and
(ii)
no interest on the Notes shall accrue nor be payable by
the Issuer with respect to the remaining period in such
Interest Period or any other Interest Period during the
period starting on (and including) the date of the
Supervisory Event and ending on (but excluding) the
date of the occurrence of the End of Supervisory
Period.
(d)
Interest Payable on Optional Interest Payment Dates after End
of Supervisory Period
At the option of the Issuer, any Broken Interest, to the extent
not reduced to absorb losses in accordance with Condition 5.1
(Loss Absorption), may be paid on the first Optional Interest
Payment Date falling on or after the date of the occurrence of
the End of Supervisory Period. Any Broken Interest not paid
by the Issuer on such first Optional Interest Payment Date will
be forfeited.
Loss Absorption:
In the event of the occurrence of a Supervisory Event, the board of
directors of the Issuer will convene an extraordinary shareholders'
meeting during the 3 months following the occurrence of the
Supervisory Event in order to propose a share capital increase or any
measure regarded as necessary or useful to remedy the Supervisory
Event. The Issuer shall not be required to convene an extraordinary
shareholders' meeting pursuant to Condition 5 (Loss Absorption and
Return to Financial Health) if the board of directors has the power to
decide such share capital increase. If the share capital increase or any
proposed measures are not accepted by the extraordinary shareholders'
meeting or if the share capital increase is not sufficiently subscribed to
remedy the Supervisory Event, or if the Supervisory Event remains on
the last day of the financial half year during which the Supervisory
Event has occurred, the board of directors of the Issuer will implement,
within 10 Business Days following the last day of this financial half
year, a reduction of the amount of Broken Interest, if any, and
thereafter, if necessary, of the Current Principal Amount of the Notes
(Loss Absorption). A Loss Absorption will firstly be implemented by
partially or fully reducing the amount of the Broken Interest, if any. If
the total reduction of Broken Interest is not sufficient for the purpose of
the Loss Absorption, a further Loss Absorption will be implemented by
partially or fully reducing the Current Principal Amount of the Notes.
10