Obligation Générale Société Anonyme 4% ( XS0867612466 ) en EUR

Générale Société Anonyme

100 % ▼

France

XS0867612466 ( en EUR )

4% par an ( paiement annuel )

06/06/2023 - Obligation échue

Prospectus brochure de l'obligation Société Générale S.A XS0867612466 en EUR 4%, échue

100 000 EUR

1 000 000 000 EUR

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

L'Obligation émise par Générale Société Anonyme ( France ) , en EUR, avec le code ISIN XS0867612466, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/06/2023

Series No: 45347/13-6
Tranche No: 1
Issue of 1,000,000,000 Subordinated 4.00% Notes due 2023
under the 125,000,000,000 Debt Instruments Issuance Programme
Issue price: 99.612 per cent.
The 1,000,000,000 Subordinated 4.00% Notes due 2023 (the "Notes") will be issued by Société Générale (the "Issuer") under its
125,000,000,000 Debt Instruments Issuance Programme (the "Programme"). The Notes will constitute direct, unsecured and subordinated debt
obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms and Conditions of the Notes").
The Notes will bear interest, payable annually in arrear on 7 June in each year (each an "Interest Payment Date") commencing on 7 June
2014.
The Issuer may, at its option, and in certain circumstances shall be required to, redeem all, but not some only, of the Notes at any time at
their outstanding principal amount plus accrued interest upon the occurrence of a Tax Event or a Capital Event (each as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes"). The Issuer may also, inter alia, substitute or vary the terms of the Notes in certain
circumstances described in Condition 6.6 (Substitution and Variation) in "Terms and Conditions of the Notes". Any such redemption, substitution or
variation is subject to certain conditions. See Condition 6 (Redemption and Purchase) in "Terms and Conditions of the Notes".
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the
Luxembourg competent authority for the purpose of the Prospectus Directive (as defined below) and relevant implementing legislation in
Luxembourg, as a prospectus issued in compliance with the Prospectus Directive and relevant implementing legislation in Luxembourg for the
purpose of giving information with regard to the issue of the Notes. This Prospectus constitutes a prospectus for the purpose s of Article 5.3 of the
Prospectus Directive. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act dated 10 July 2005 as amended on 3 July
2012 (the "Luxembourg Act") on prospectuses for securities. Application has been made to the Luxembourg Stock Exchange for the Notes to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange
with effect from 7 June 2013 (the" Issue Date"). The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2004/39/EC.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and are subject to U.S. tax
law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. The Notes
may be offered and sold outside the United States to non U.S. persons in reliance on Regulation S ("Regulation S") under the Securities Act. For a
description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering material
relating to the Notes, see "Subscription and Sale".
The Notes are expected to be rated BBB+ by Fitch Ratings Ltd ("FitchRatings"). FitchRatings is established in the European Union ("EU")
and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list of credit rating agencies
registered in accordance with the CRA Regulation as of the date of this Prospectus. This list is available on the ESMA website at
www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last updated on 20 March 2013). A rating is not a recommendation to buy, sell or
hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons ("Coupons"),
which will be deposited on or around the Issue Date with a common safekeeper for Euroclear Bank SA/NV ("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 Coupons, on or after 17 July 2013
(the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for
Notes in definitive form ("Definitive Notes") only in certain limited circumstances in accordance with the terms of the Permanent Global Note.
Definitive Notes will have attached Coupons - see "Overview of Provisions relating to the Notes while in Global Form".
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 t he light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below.

Global Coordinator and Structuring Advisor
Société Générale Corporate & Investment Banking
Joint-Lead Managers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
Danske Bank
Société Générale Bank & Trust
Société Générale Corporate & Investment Banking
Co - Managers
Mediobanca
Standard Chartered Bank
The date of this Prospectus is 5 June 2013

This Prospectus should be read and construed together with any documents incorporated by reference
herein (see "Documents Incorporated by Reference").
No person has been authorised by the Issuer or any Manager (as defined in "Overview of the Notes" below)
to give any information or to make any representation not contained in or not consistent with this Prospectus or
any other information supplied by the Issuer or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorised by the Issuer or any
of the Managers.
None of the Managers (other than Société Générale) has independently verified the information contained
in this Prospectus. Accordingly, no representation or warranty is made or implied by the Managers (other than
Société Générale) or any of their respective affiliates, and neither the Managers (other than Société Générale) nor
any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the
accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus
nor the offering, sale or delivery of the Notes shall, in any circumstances, create any implication that the
information contained in this Prospectus is true subsequent to the date hereof or that any other information
supplied in connection with the Notes is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Neither this Prospectus nor any other information supplied in connection with the the Notes (a) is
intended to provide the basis of any credit evaluation or (b) should be considered as a recommendation or a
statement of opinion (or a report on either of those things) by the Issuer, the Managers or any of them that any
recipient of this Prospectus or any other information supplied in connection with the Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer.
Neither this Prospectus nor any other information supplied in connection with the Notes constitutes an offer
or invitation by or on behalf of the Issuer, the Managers or any of them to any person to subscribe for or to
purchase any Notes.
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 authorised or to any person to whom it is unlawful to make such an offer or
solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restrictions (see "Subscription and Sale").
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the
European Economic Area (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any
Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor
any Manager have authorised, nor do they authorise, the making of any offer of the Notes in circumstances in
which an obligation arises for the Issuer or any Manager to publish or supplement a prospectus for such offer. As
used herein, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive) and includes any relevant implementing measure in the Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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

2

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 Managers or any of their respective affiliates in connection
with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.
Each potential investor in the Notes must determine the suitability of that investment in light of its own financial
circumstances and investment objectives, and only after careful consideration with their financial, legal, tax and
other advisers. In particular, each potential investor should:
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks
of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any
applicable supplement;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall investment
portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential investor's
currency;
understand thoroughly the terms of the Notes with the behaviour of financial markets; and
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way
to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has
the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential
investor's overall investment portfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects investment in the
Notes. A Holder's effective yield on the Notes may be diminished by the tax on that Holder of its investment in
the Notes.
All references in this Prospectus to "EUR", "" or "euro" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union of those members of the European Union which are participating in the European economic and monetary
union.

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import
of such information. References herein to this "Prospectus" are to this document, as supplemented from time to
time including the documents incorporated by reference.

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TABLE OF CONTENTS

Page
Overview of the Notes ........................................................................................................................................ 6
Risk Factors ........................................................................................................................................................ 9
Documents Incorporated by Reference ............................................................................................................ 18
Terms and Conditions of the Notes .................................................................................................................. 23
Use of Proceeds ................................................................................................................................................ 36
Description of the Issuer ................................................................................................................................... 37
Subscription and Sale ....................................................................................................................................... 38
Taxation ............................................................................................................................................................ 39
General Information ......................................................................................................................................... 42

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IN CONNECTION WITH THE ISSUE OF THE NOTES, SOCIÉTÉ GÉNÉRALE AS
STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF
OF THE STABILISING MANAGER) MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER (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 NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS,
REGULATIONS AND RULES.

5

OVERVIEW OF THE NOTES
The following description of key features of the Notes does not purport to be complete and is qualified in its
entirety by the remainder of this Prospectus. Words and expressions defined in "Terms and Conditions of the
Notes" below or elsewhere in this Prospectus shall have the same meanings in this description of key features of
the Notes. References to a numbered "Condition" shall be to the relevant Condition in the Terms and Conditions
of the Notes.
Issuer:
Société Générale. The Issuer and its consolidated subsidiaries (filiales
consolidées) taken as a whole are hereinafter referred to as the Group.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes. In addition, there are certain factors which are
material for the purpose of assessing the market risks associated with the
Notes. These are set out under "Risk Factors".
Notes:
1,000,000,000 Subordinated 4.00% Notes due 2023.
Joint Lead Managers:
Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Danske Bank
A/S, Société Générale and Société Générale Bank & Trust.
Co-Managers
Mediobanca - Banca di Credito Finanziario S.p.A. and Standard
Chartered Bank (together with the Joint Lead Managers, the Managers)
Fiscal Agent:
Société Générale Bank & Trust
Luxembourg Listing Agent:
Société Générale Bank & Trust
Issue Date:
7 June 2013.
Maturity Date:
7 June 2023.
Issue Price:
99.612 per cent.
Status of the Notes:
The Notes are direct, unconditional, unsecured and subordinated obligations
of the Issuer and rank pari passu without any preference among themselves
and pari passu with any other present and future direct, unconditional,
unsecured and subordinated obligations of the Issuer with the exception of
the prêts participatifs granted to the Issuer, the titres participatifs issued by
the Issuer and any deeply subordinated obligations of the Issuer (obligations
dites "super subordonnées" i.e. engagements subordonnés de dernier rang).
If any judgment is rendered by any competent court declaring the judicial
liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated
for any other reason, the rights of payment of the holders of the Notes shall
be subordinated to the payment in full of unsubordinated creditors (including
depositors) and, subject to such payment in full, the holders of the Notes shall
be paid in priority to any prêts participatifs granted to the Issuer, any titres
participatifs issued by it and any deeply subordinated obligations of the
Issuer (obligations dites "super subordonnées" i.e. engagements subordonnés
de dernier rang). In the event of incomplete payment of unsubordinated
creditors, the obligations of the Issuer in connection with the Notes will be
terminated. The holders of the Notes shall be responsible for taking all steps
necessary for the orderly accomplishment of any collective proceedings or
voluntary liquidation in relation to any claims they may have against the
Issuer.
Interest and Interest Payment The Notes will bear interest, payable annually in arrear on 7 June in each

6

Dates:
year, commencing on 7 June 2014, at the rate of 4.00 per cent. per annum.
Optional Redemption by the Subject as provided herein, in particular to the provisions of Condition 6.7
Issuer upon the Occurrence of a (Conditions to redemption prior to Maturity Date), upon the occurrence of a
Tax Event or a Capital Event:
Tax Event or a Capital Event, the Issuer may, at its option at any time, and in
certain circumstances shall be required to, redeem all (but not some only) of
the outstanding Notes at their outstanding principal amount, together with
accrued interest thereon.
Substitution and Variation:
Subject as provided herein, in particular to the provisions of Condition 6.7
(Conditions to redemption prior to Maturity Date), the Issuer may at any
time substitute all (but not some only) of the Notes or vary the terms of all
(but not some only) of the Notes, without any requirement for the consent or
approval of the Holders, so that they become or remain Qualifying Tier 2
Notes.
Events of Default
None.
Negative Pledge:
None.
Cross Default:
None.
Meetings
of
Holders
and The Notes contain provisions for calling meetings of Holders to consider
Modifications:
matters affecting their interests generally. These provisions permit defined
majorities to bind all Holders including Holders who did not attend and vote
at the relevant meeting and Holders who voted in a manner contrary to the
majority.
The Issuer may also, subject to the provisions of Condition 6.7 (Conditions to
redemption prior to Maturity Date), make any modification to the Notes
which is not prejudicial to the interests of the Holders without the consent of
the Holders. Any such modification shall be binding on the Holders.
Taxation:
All payments of principal and interest in respect of the Notes and the
Coupons by or on behalf of the Issuer shall be made free and clear of, and
without withholding or deduction for or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or on behalf of France or
any political subdivision therein or any authority or agency therein or thereof
having power to tax, unless the withholding or deduction of such taxes,
duties, assessments, or governmental charges is required by law. In that
event, the Issuer shall, save in certain limited circumstances provided in
Condition 8 (Taxation), be required to pay such additional amounts as will
result in receipt by the Holders after such withholding or deduction of such
amounts as would have been received by them had no such withholding or
deduction been required.
Form of the Notes:
The Notes will be issued in bearer form and will initially be in the form of the
Temporary Global Note, without Coupons, which will be deposited on or
around the Issue Date with a common safekeeper for Euroclear and
Clearstream, Luxembourg. Interests in the Temporary Global Note will be
exchangeable for interests in the Permanent Global Note, without Coupons,
on or after 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 in accordance with the
terms of the Permanent Global Note. See "Overview of Provisions relating

7

to the Notes while in Global Form" below.

Denomination:
The Notes will be issued in the denomination of EUR 100,000.
Listing and Admission to
Application has been made to the Luxembourg Stock Exchange for the Notes
Trading:
to be admitted to trading on the regulated market of the Luxembourg Stock
Exchange and listed on the Official List of the Luxembourg Stock Exchange
with effect from the Issue Date.
Governing Law:
The Notes will be governed by, and construed in accordance with, English
law, except for Condition 4 (Status of the Notes) which shall be governed by,
and construed in accordance with, French law.
Enforcement of the Notes in In the case of Global Notes, individual investors' rights against the Issuer
Global Form:
will be governed by a Deed of Covenant dated 29 April 2013, a copy of
which will be available for inspection at the specified office of the Fiscal
Agent.
Ratings:
The Notes are expected to be rated BBB+ by FitchRatings.
In addition, the Issuer has been rated by each of Moody's France S.A.S.
("Moody's"), Fitch France S.A.S. ("Fitch") and Standard & Poor's Credit
Market Services S.A.S ("S&P") as follows:

Moody's
S&P
Fitch

senior
A2
A
A+

unsubordinated
long-term debt
senior
P-1
A-1
F1+

unsubordinated
short-term debt
Outlook
Stable
Negative
Negative

Each of Moody's, S&P and Fitch is established in the EU and is registered

under the CRA Regulation and is included in the list of credit rating agencies
registered in accordance with the CRA Regulation as of the date of this
Prospectus. This
list
is available
on
the
ESMA
website
at
www.esma.europa.eu/page/List-registered-and-certified-CRAs
(list
last
updated on 20 March 2013).
A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning
rating agency. In addition, there is no guarantee that any rating of the Notes
and/or the Issuer assigned by any such rating agency will be maintained by
the Issuer following the date of this Prospectus and the Issuer may seek to
obtain ratings of the Notes and/or the Issuer from other rating agencies.
Selling Restrictions:
There are restrictions on the transfer of the Notes prior to the expiration of
the distribution compliance period, see "Subscription and Sale" below.

8

RISK FACTORS
Prospective purchasers of Notes should carefully consider the following information in conjunction with the
other information contained in this Prospectus (including the documents incorporated by reference) and any
Supplement thereto before purchasing Notes.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
All of these factors are contingencies that may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes
for other reasons which may not be considered significant risks by the Issuer based on information currently
available to it and which it may not currently be able to anticipate.
The following is a general discussion of certain risks typically associated with the Issuer and the
acquisition and ownership of the Notes. In particular, it does not consider an investor's specific knowledge and/or
understanding about risks typically associated with the Issuer and the acquisition and ownership of the Notes,
whether obtained through experience, training or otherwise, or the lack of such specific knowledge and/or
understanding, or circumstances that may apply to a particular investor.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this section, unless otherwise stated. References to a numbered
"Condition" shall be to the relevant Condition in the Terms and Conditions of the Notes.
RISKS RELATING TO THE ISSUER
The Group is exposed to the risks inherent in its core businesses.

The Group's risk management focuses on the following main categories of risks, any of which could
materially adversely affect the Group's business, results of operations and financial condition:
· Credit and counterparty risk (including country risk);
· Market risk;
· Operational risks (including accounting and environmental risks);
· Investment portfolio risk;
· Non-compliance risk (including legal, tax and reputational risks);
· Structural interest and exchange rate risk;
· Liquidity risk;
· Strategic risk;
· Business risk;
· Risk related to insurance activities;
· Risk related to specialised finance activities;

9

· Specific financial information;
· Regulatory ratios; and
· Other risks.
For any further information on the risks relating to the Issuer and/or the Group, investors should refer to the
"Risk Management" section on pages 205-265 of the 2013 Registration Document of Société Générale which is
incorporated by reference into this Prospectus.
Creditworthiness of the Issuer
The Notes constitute general unsecured and subordinated contractual obligations of the Issuer and of no
other person which will rank junior in priority of payment to unsubordinated creditors (including depositors) of
the Issuer, as more fully described in the Terms and Conditions. The Issuer issues a large number of financial
instruments on a global basis and, at any given time, the financial instruments outstanding may be substantial. If
you purchase the Notes you are relying upon the creditworthiness of the Issuer.
RISKS RELATING TO THE NOTES
Subordinated obligations
The Issuer's obligations under the Notes are unsecured and subordinated and will rank junior in priority of
payment to unsubordinated creditors (including depositors) of the Issuer, as more fully described in the Terms and
Conditions.
If any judgment is rendered by any competent court declaring the judicial liquidation (liquidation
judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the rights of payment of the Holders of
the Notes shall be subordinated to the payment in full of unsubordinated creditors (including depositors) and,
subject to such payment in full, Holders of the Notes shall be paid in priority to any prêts participatifs granted to
the Issuer, any titres participatifs issued by it and any deeply subordinated obligations of the Issuer (obligations
dites "super subordonnées" i.e. engagements subordonnés de dernier rang). In the event of incomplete payment
of unsubordinated creditors, the obligations of the Issuer in connection with the Notes will be terminated. Holders
shall be responsible for taking all steps necessary for the orderly accomplishment of any collective proceedings or
voluntary liquidation in relation to any claims they may have against the Issuer.
Although the Notes may pay a higher rate of interest than comparable notes which are not subordinated,
there is a substantial risk that investors in subordinated notes such as the Notes will lose all or some of their
investment should the Issuer become insolvent.
Loss absorption at the point of non-viability of the Issuer and resolution
On 6 June 2012, the European Commission published a legislative proposal for a directive providing for the
establishment of an EU-wide framework for the recovery and resolution of credit institutions and investment firms
(the "CMD"). The stated aim of the draft CMD is to provide relevant authorities with common tools and powers
to address banking crises pre-emptively in order to safeguard financial stability and minimise taxpayers' exposure
to losses.
The powers provided to "resolution authorities" in the draft CMD include write down/conversion powers to
ensure capital instruments (including Tier 2 capital instruments such as the Notes) fully absorb losses at the point
of non-viability of the issuing institution. Accordingly, the draft CMD contemplates that resolution authorities will
be required to write down such capital instruments in full on a permanent basis, or convert them in full into
common equity tier 1 instruments ("CMD Non-Viability Loss Absorption"), before any resolution action is
taken (see below). The draft CMD currently provides, inter alia, that resolution authorities shall exercise the
write down power in a way that results in (i) common equity tier 1 instruments being written down first in
proportion to the relevant losses and (ii) thereafter, the principal amount of other capital instruments (including

10