Obligation SG Émetteur 0% ( XS0928249423 ) en USD

SG Émetteur

100 % ▲

Luxembourg

XS0928249423 ( en USD )

04/11/2014 - Obligation échue

Prospectus brochure de l'obligation SG ISSUER XS0928249423 en USD 0%, échue

SG Issuer est une société spécialisée dans l'émission et la gestion de titres financiers, filiale du groupe Société Générale.

L'obligation XS0928249423 émise par SG ISSUER au Luxembourg, libellée en USD, avec un taux d'intérêt de 0%, échéant le 04/11/2014 et une fréquence de paiement de 2, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

BASE PROSPECTUS DATED 26 OCTOBER 2015
SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)
and
SG ISSUER
SGA SOCIÉTÉ GÉNÉRALE
SG OPTION EUROPE
as Issuer
ACCEPTANCE N.V.
as Issuer
(incorporated in Luxembourg)
as Issuer
(incorporated in France)
(incorporated in Curaçao)
Debt Instruments Issuance Programme
For guidance on using this Base Prospectus and navigating between the different sections hereof, please refer to the
section headed "Base Prospectus - User Guide" on page 93 of this Base Prospectus (which is intended to assist
investors in review of this Base Prospectus but which should nevertheless be read in conjunction with the other
sections of this Base Prospectus.
Under the Debt Instruments Issuance Programme (the Programme), each of Société Générale, SG Issuer, SG Option Europe and SGA Société Générale Acceptance
N.V. (each an Issuer and together the Issuers) may from time to time issue Notes (the Notes such definition to include CDIs, as defined below, where applicable)
denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant Purchaser(s) (as defined below).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (such expression including the Italian Certificates, as defined in the section
headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes"), any reference in the relevant section of this Base Prospectus and in the
applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a reference to "Certificates" and "Certificateholders".
Notes issued under the Programme may either be unsecured (Unsecured Notes) or secured (Secured Notes), as specified in the applicable Final Terms and as further
described herein.
Payments in respect of Notes issued by SG Issuer, SG Option Europe or SGA Société Générale Acceptance N.V. will be unconditional y and irrevocably guaranteed by
Société Générale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes wil be issued on a continuing basis 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). 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 (the English Law Notes) and the Uncertificated Notes (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 (the French Law Notes) are set out herein in the section headed "Terms and Conditions of the French Law Notes".
English Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the English
Law Notes and the Uncertificated Notes") or registered form (Registered Notes) or in uncertificated form (EUI Notes) or as Uncertificated SIS Notes (as defined in the
section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes"). Bearer Notes and Registered Notes may be represented by one or more
Global Notes (as defined in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes").
Uncertificated Notes shal include Uncertificated Nordic Notes, Uncertificated SIS Notes and EUI Notes (al as defined and further described in the section headed "Form
of the Notes").
Bearer Notes (other than Bearer SIS Notes) wil be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes
or NGN), a common safekeeper (Common Safekeeper) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream
Banking, société anonyme (Clearstream, Luxembourg).Bearer SIS Notes (certified in a Permanent Global SIS Note) wil be deposited with the Swiss securities services
corporation SIX SIS Ltd (SIS) or any other intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss Exchange).
Registered Notes wil (i) be deposited with a Common Depositary for Euroclear and Clearstream, Luxembourg, (i ) in the case of Registered Global Notes (as defined in
the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes") issued under the new safekeeping structure (New Safekeeping
Structure or NSS) registered in the name of a nominee of one of the International Central Securities Depositaries (ICSDs) acting as Common Safekeeper, or (i i) in the
case of certain U.S. Exempt Securities (as defined herein) other than Combined Global Notes (as defined herein), be deposited with a custodian for, and registered in the
name of a nominee of, DTC.
Uncertificated Notes will be issued in uncertificated and dematerialised book-entry form, in each case, as more ful y set out in "Form of the Notes" herein.
Noteholders may hold EUI Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) (such clearing system, EUI) either directly (CREST
Notes) or through the issuance of CREST Depository Interests (such securities, CDIs) representing underlying Notes (CREST Notes and CDIs together to be known as
EUI Notes). CDIs are independent securities constituted under English law and transferred through CREST. CDIs will be issued by CREST Depository Limited pursuant to
a global deed pol dated 25 June 2001 (as subsequently modified, supplemented and/or restated, the CREST Deed Poll), as al more ful y described in the section
headed Book Entry Clearance Systems. French Law Notes (as defined below) may be issued in dematerialised form or materialised form.
Application has been made to the Commission de Surveil ance du Secteur Financier (the CSSF) in its capacity as competent authority under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005, as amended, which implements the Prospectus Directive (the Luxembourg Act) to approve this document as a
base prospectus. Such application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year or to
Notes (which are not publical y offered) to be admitted to trading on the EuroMTF (as defined below). By approving this Base Prospectus, the CSSF gives no undertaking
as to the economic or financial opportuneness of the transaction or the quality or solvency of the Issuers in line with the provisions of article 7(7) of the Luxembourg Act.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on (i) the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange and (i ) the multilateral trading facilities Euro MTF of the Luxembourg
Stock Exchange (the EuroMTF). The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instrument
Directive 2004/39/EC of 21 April 2004 as amended (a Regulated Market). The EuroMTF is not a regulated market within the meaning of the Markets in Financial
Instrument Directive 2004/39/EC of 21 April 2004 as amended but it is subject to the supervision of the CSSF. Notes issued under the Programme may also be unlisted or
listed and admitted to trading on any other market, including any other Regulated Market in any Member State of the EEA and/or offered to the public in any Member
State of the EEA. The applicable Final Terms in respect of the issue of any Notes (as defined below) wil specify whether or not such Notes wil be listed and admitted to
trading on any market and/or offered to the public in any Member State of the EEA and, if so, the relevant market.
Application has also been made to SIX Swiss Exchange to approve this document as an "issuance programme" for the listing of derivatives and an "issuance programme"
for the listing of bonds, both in accordance with the listing rules of SIX Swiss Exchange. In respect of Notes to be listed on SIX Swiss Exchange, this Base Prospectus
and the applicable Final Terms wil constitute the listing prospectus pursuant to the listing rules of SIX Swiss Exchange.
The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes listed on SIX Swiss Exchange and the CSSF assumes no
responsibility in relation to issues of Notes listed on SIX Swiss Exchange.
The Notes and any guarantee thereof have not been and wil not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or under
the securities law of any state or political sub-division of the United States, and trading in the Notes has not been approved by the Commodities Futures Trading
Commission (the CFTC) under the United States Commodities Exchange Act, as amended (the CEA). No person has registered and no person wil register as a
commodity pool operator of any Issuer under the CEA and the rules thereunder (the CFTC Rules) of the CFTC, and no Issuer has been and no Issuer wil be registered
as an investment company under the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the Investment Company
Act). Other than with respect to certain U.S. Exempt Securities (as defined herein), the Notes are being offered and sold in reliance on an exemption from the registration
requirements of the Securities Act pursuant to Regulation S thereunder (Regulation S).
Accordingly, other than with respect to U.S. Exempt Securities (as defined herein), the Notes may not be offered, sold, pledged or otherwise transferred except in an
"offshore transaction" (as defined under Regulation S) to or for the account or benefit of a person who (a) is not a U.S. person as defined in Rule 902(k)(1) of Regulation
S; and (b) is not a person who comes within any definition of U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed or issued under the

CEA (for the avoidance of doubt, any person who is not a "Non-United States person" defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection
(D) thereof, the exception for qualified eligible persons who are not "Non-United States persons," shal be considered a U.S. person) (such a person or account,
Permitted Transferee). Other than with respect to U.S. Exempt Securities, the Notes described herein are available only to Permitted Transferees.
Certain issues of English Law Notes of Société Générale, as specified in the applicable Offering Circular, may be offered and sold only (a) in offshore transactions to
non-U.S. persons in reliance upon Regulation S under the Securities Act, and/or (b) to qualified institutional buyers (QIBs) in reliance upon Rule 144A under the
Securities Act (U.S. Exempt Securities). No issues of Notes by SG Issuer, SG Option Europe or SGA Société Générale Acceptance N.V. wil be U.S. Exempt
Securities. Information specific to any issue of U.S. Exempt Securities (including information on the form of the Notes and applicable sel ing and transfer restrictions) shal
be set out in an offering circular supplementing this Base Prospectus (Offering Circular) in connection with the offer and sale of such U.S. Exempt Securities.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes which are applicable to each Tranche (as defined
in the Terms and Conditions of the Notes) of Notes wil be set out in a final terms document (the Final Terms) which (except in the case of Private Placement Notes
(as defined in the sections entitled "Terms and Conditions of the English Law Notes and the Uncertificated Notes" and "Terms and Conditions of the French Law Notes"))
wil 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.In case of any issue of U.S. Exempt Securities, al references herein to "Final Terms" shall include, or be interpreted to mean, the applicable
Offering Circular.
The Notes may be rated at the latest on the relevant Issue Date by one or more rating agencies. The rating(s) of the Notes (if any) wil be specified in the applicable Final
Terms, including as to whether or not such credit ratings are issued by credit rating agencies established in the European Union, registered (or which have applied for
registration) under Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the CRA Regulation) and are
included in the list of registered credit rating agencies published at the website of the European Securities and Markets Authority (www.esma.europa.eu).
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Union and registered under the CRA Regulation unless the rating is provided by a credit agency operating in the European Union before 7 June 2010 which
has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sel or
hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency without notice.
On 28 October 2014, Société Générale, SG Issuer, SG Option Europe and SGA Société Générale Acceptance N.V. issued a base prospectus describing the Programme.
This Base Prospectus supersedes and replaces this base prospectus and the supplements thereto (except in relation to pending offers to the public, as detailed in the
section "Ongoing Public Offers") for the purpose of Notes admitted to trading on a Regulated Market in any Member State of the EEA and/or offered to the public in any
Member State of the EEA and issued after the date of this Base Prospectus.]
_____________________
ARRANGER
Société Générale Corporate & Investment Banking
_________________
DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust
SG Option Europe
2

Summary
TABLE OF CONTENTS
Section
Page
SUMMARY ............................................................................................................................................................. 4
RISK FACTORS ................................................................................................................................................... 37
ONGOING PUBLIC OFFERS ............................................................................................................................... 92
BASE PROSPECTUS USER GUIDE ................................................................................................................ 93
IMPORTANT INFORMATION............................................................................................................................. 100
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 107
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES........................................ 115
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 118
FINAL TERMS OR DRAWDOWN PROSPECTUS............................................................................................. 130
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................. 131
FORM OF THE NOTES ...................................................................................................................................... 132
FORM OF FINAL TERMS EUROPEAN ECONOMIC AREA........................................................................... 144
FORM OF FINAL TERMS SWITZERLAND..................................................................................................... 200
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES AND THE UNCERTIFICATED NOTES ........... 209
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ........................................................................... 280
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE.......................................................... 329
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES......................................................... 501
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES....................................................... 502
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 524
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 540
ADDITIONAL TERMS AND CONDITIONS FOR DEPOSITARY RECEIPTS LINKED NOTES ......................... 559
ADDITIONAL TERMS AND CONDITIONS FOR DIVIDEND LINKED NOTES .................................................. 578
ADDITIONAL TERMS AND CONDITIONS FOR ETF LINKED NOTES ............................................................ 598
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES .................................. 613
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 622
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 633
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 659
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 680
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 827
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES......................................................... 839
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES ............................................................ 869
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES.......................... 886
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 896
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES................................................. 900
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES .............................................. 903
DESCRIPTION OF THE COLLATERAL ARRANGEMENTS RELATING TO SECURED NOTES.................... 945
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 958
FORM OF DEED OF GUARANTEE ................................................................................................................... 977
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ........................................................................................................ 981
DESCRIPTION OF SG ISSUER ......................................................................................................................... 983
DESCRIPTION OF SG OPTION EUROPE......................................................................................................... 989
DESCRIPTION OF SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V............................................................... 994
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE INDICES ("SGI INDICES") ............................................................ 998
BOOK ENTRY CLEARANCE SYSTEMS......................................................................................................... 1073
TAXATION........................................................................................................................................................ 1076
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS........................................................................... 1130
GENERAL INFORMATION .............................................................................................................................. 1153
3

Summary
SUMMARY
Summaries are made up of disclosure requirements known as Elements the communication of which is required
by Annex XXII of the Commission Regulation (EC) No 809/2004 as amended. These elements are numbered in
Sections A E (A.1 E.7).
This summary contains al the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the summary with the mention of "Not Applicable".
[If several Series of securities are to be issued or offered simultaneously in one set of Final Terms, the items
which differ for such Series of securities can be grouped in a table (the Issue Specific Table)]
Section A Introduction and warnings
A.1
Warning
This summary must be read as an introduction to the Base Prospectus.
Any decision to invest in the Notes should be based on a consideration of the
Base Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Base Prospectus
and the applicable Final Terms is brought before a court, the plaintiff investor
might, under the national legislation of the Member States, have to bear the
costs of translating the Base Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have tabled this summary,
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the Base
Prospectus or it does not provide, when read together with the other parts of
this Base Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to the use
[Not Applicable. The Notes are not subject to a Public Offer in the European
of the Base
Economic Area]
Prospectus
[The Issuer consents to the use of this Base Prospectus in connection with a
resale or placement of Notes in circumstances where a prospectus is required
to be published under the Prospectus Directive (a Non-exempt Offer) subject
to the fol owing conditions:
- the consent is only valid during the offer period from [Specify date] to
[Specify date] (the Offer Period);
[- the consent given by the Issuer for the use of the Base Prospectus to make
the Non-exempt Offer is [an individual consent (an Individual Consent) in
respect of [Specify name and address] ([each a] [the] Initial Authorised
Offeror[s])] and if the Issuer appoints any additional financial intermediaries
after the [insert date of the applicable Final Terms] and publishes details of
them on its website, each financial intermediary whose details are so
published (each an Additional Authorised Offeror;] [and] [a general consent
(a General Consent) in respect of any financial intermediary who published
on its website that it wil make the Non-exempt Offer of the Notes on the basis
of the General Consent given by the Issuer and by such publication, any such
financial intermediary (each a General Authorised Offeror) undertakes to
comply with the fol owing obligations:
4

Summary
(a)
it acts in accordance with al applicable laws, rules, regulations and
guidance (including from any regulatory body) applicable to the Non-
exempt Offer of the Notes in the Public Offer Jurisdiction, in particular
the law implementing the Markets in Financial Instruments Directive
(Directive 2004/39/EC) as amended (hereinafter the Rules) and
makes sure that (i) any investment advice in the Notes by any person
is appropriate, (ii) the information to potential investor including the
information relating to any expenses (and any commissions or
benefits of any kind) received or paid by this General Authorised
Offeror under the offer of the Notes is ful y and clearly disclosed;
(b)
it complies with the relevant subscription, sale and transfer
restrictions related to the Public Offer Jurisdiction as if it acted as a
Dealer in the Public Offer Jurisdiction;
(c)
it complies with the Rules relating to anti-money laundering, anti-
bribery and "know your customer" rules; it retains investor
identification records for at least the minimum period required under
applicable Rules, and shal , if so requested, make such records
available to the relevant Issuer and/or the relevant Dealer or directly
to the competent authorities with jurisdiction over the relevant Issuer
and/or the relevant Dealer in order to enable the relevant Issuer
and/or the relevant Dealer to comply with anti-money laundering, anti-
bribery and "know your customer" rules applying to the relevant
Issuer and/or the relevant Dealer;
(d)
it does not, directly or indirectly, cause the Issuer or the relevant
Dealers to breach any Rule or any requirement to obtain or make any
filing, authorisation or consent in any jurisdiction;
(e)
it meets [insert any other condition specified under the clause "Other
conditions to consent" in the applicable Final Terms];
(f)
it commits itself to indemnify the relevant Issuer, the Guarantor
(if applicable) and the relevant Dealer, Société Générale and each of
its affiliates for any damage, loss, expense, claim, request or loss and
fees (including reasonably fees from law firms) incurred by one of its
entities because of, or in relation with, the non-respect by this
General Authorised Offeror of any of these obligations above;
(g)
it acknowledges that its commitment to respect the obligations above
is governed by [French law] [English law] and agrees that any related
dispute be brought before the [Tribunal de Commerce de Paris,
France [English courts];
[Any General Authorised Offeror who wishes to use the Base Prospectus
for an Non-exempt Offer of Notes in accordance with this General
Consent and the related conditions is required, during the time of the
relevant Offer Period, to publish on its website that it uses the Base
Prospectus for such Non-exempt Offer in accordance with this General
Consent and the related conditions.]
- the consent only extends to the use of this Base Prospectus to make Non-
exempt Offers of the Notes in [Austria] [Belgium] [Czech Republic] [Denmark]
[Germany] [Finland] [France] [Ireland] [Italy] [Liechtenstein] [Luxembourg]
[Norway] [Portugal] [Spain] [Sweden] [The Netherlands] [United Kingdom]
[Croatia] [Poland] [Hungary] [Gibraltar].
5

Summary
[The information relating to the conditions of the Non-exempt Offer shall
be provided to the investors by [any Initial Authorised Offeror] [any Initial
Authorised Offeror and any General Authorised Offeror] [any General
Authorised Offeror] at the time the offer is made.]]
Section B Issuer [and Guarantor]
B.1
Legal and
[Société Générale (or the Issuer)]
commercial name of
[SG Issuer (or the Issuer)]
the issuer
[SG Option Europe (or the Issuer)]
[SGA Société Générale Acceptance N.V. (or the Issuer)]
B.2
Domicile, legal form,
[If the Issuer is Société Générale:
legislation and
Domicile: 29, boulevard Haussmann, 75009 Paris, France.
country of
Legal form: Public limited liability company (société anonyme).
incorporation
Legislation under which the Issuer operates: French law.
Country of incorporation: France.]
[If the Issuer is SG Issuer:
Domicile: 33, boulevard Prince Henri, L-1724 Luxembourg, Luxembourg.
Legal form: Public limited liability company (société anonyme).
Legislation under which the Issuer operates: Luxembourg law.
Country of incorporation: Luxembourg.]
[If the Issuer is SG Option Europe:
Domicile: 17, cours Valmy, 92800 Puteaux, France.
Legal form: Limited liability company (société anonyme).
Legislation under which the Issuer operates: French law.
Country of incorporation: France.]
[If the Issuer is SGA Société Générale Acceptance N.V.:
Domicile: Pietermaai 15, Curaçao.
Legal form: Limited liability company.
Legislation under which the Issuer operates: Curaçao law.
Country of incorporation: Curaçao (former Netherlands Antil es).]
B.4b
Known trends
[If the Issuer is Société Générale : 2014 was another chal enging year for the
affecting the issuer
economy, with global activity posting only moderate growth that varied by
and the industries in
region. This trend is expected to carry over into 2015, which is shaping up to
which it operates
deliver a weaker-than-expected global economic recovery amid myriad
uncertainties both on the geopolitical front and on the commodity and forex
markets.
The euro zone is struggling to return to more dynamic growth, thus slowing the
reduction of public deficits. Interest rates should remain at record lows, but the
deflationary risk should be kept under control by the intervention of the ECB
which has announced the implementation of a more accommodative monetary
policy and the use of its balance sheet to support growth. The depreciation of
the euro and fal ing oil prices should help boost exports and stimulate domestic
demand. The US economy should stay on a positive track and the Fed is
expected to begin tightening its monetary policy mid-year. Emerging countries
have entered a phase of more moderate growth, in particular China. Russia's
economy is struggling with the consequences of the Ukrainian crisis coupled
with the drop in commodity prices.
6

Summary
From a regulatory standpoint, 2014 saw the implementation of the Banking
Union. The European Central Bank took the helm of the Single Supervisory
Mechanism, overseeing some 130 euro zone banks, with the aim of
strengthening the banking system, restoring the confidence of economic
operators, harmonising banking supervision rules and reducing the link
between banks and their national authorities.
In terms of regulatory ratios, the Group can already meet the new
requirements.]
[If the Issuer is SG Issuer, SG Option Europe or SGA Société Générale
Acceptance N.V.: The Issuer expects to continue its activity in accordance with
its corporate objects over the course of 2015.]
B.5
Description of the
The Group offers a wide range of advisory services and tailored financial
issuer's group and
solutions to individual customers, large corporate and institutional investors.
the issuer's position
The Group relies on three complementary core businesses:
within the group
·
French Retail Banking;
·
International Retail Banking, Financial Services and Insurance and
·
Corporate and Investment Banking, Private Banking, Asset and
Wealth Management and Securities Services.
[If the Issuer is Société Générale: The Issuer is the parent company of the
Société Générale Group.]
[If the Issuer is SG Issuer or SG Option Europe or SGA Société Générale
Acceptance N.V.: The Issuer is a subsidiary of the Société Générale Group
and has no subsidiaries.]
B.9
Figure of profit
Not Applicable. The Issuer does not make any figure of profit forecast or
forecast or estimate
estimate.
of the issuer
B.10
Nature of any
Not Applicable. The audit report does not include any qualification.
qualifications in the
audit report on the
historical financial
information
B.12
Selected historical
[If the Issuer is Société Générale:
key financial
Quarter
Year
Quarter
Year
information
2 2015
ended
2 2014
ended
regarding the issuer
(non
2014
(non
2013
audited)
(audited,
audited)
(audited)
except as
(*)
(1)
mentionn
ed
otherwise
(*))
Results (in EUR M)
Net Banking Income
13,222
23,561
11,556
22,433
Operating income
3,319
4,557 (*)
2,232 (*)
2,336
Net income before
non control ing
2,421
2,978 (*)
1,404 (*)
2,394
interests
Net income
2,219
2,679 (*)
1, 248 (*)
2,044
7

Summary
French Retail
692
1,204 (*)
639 (*)
1,196
Banking
International Retail
Banking & Financial
451
370 (*)
(9) (*)
983
Services
Global Banking and
1,213
1,909 (*)
1, 031 (*)
1,206
Investor Solutions
Corporate Centre
(137)
(804) (*)
(413) (*)
(1,341)
Net cost of risk
(1,337)
(2,967)
(1,419)
(4,050)
Cost/income ratio (2)
64.8%
68% (*)
66.2% (*)
67.0%
ROE after tax (3)
9.1%
5.3%
5.1%
4.1%
Tier 1 Ratio
12.7%
12.6%
12.5%
11.8%
Activity (in EUR bn)
Total assets and
1,359.5
1,308.2
1, 322.6
1,214.2
liabilities
Customer loans
370.2
344.4
336.2
332.7
Customer deposits
377.2
349.7
341.8
334.2
Equity (in billions of
euros)
Group shareholders'
56.1
55.2
53.3
50.9
equity
Total consolidated
59.6
58.8
55.9
54.0
equity
Cash flow
statements (in
billions of euros)
Net inflow (outflow)
in cash and cash
22,255
(10,183)
(13,148)
(981)
equivalents
(1)
Items relating to the results for 2013 have been restated due to the implementation
of IFRS 10 & 11.
(2)
Excluding the revaluation of own financial liabilities and DVA, PEL/CEL and 50%
IFRIC 21.
(3)
Group ROE calculated excluding non-economic items, collective provision for
litigation issues, PEL/CEL and adjusted for the effect of IFRIC 21. The adjustment
relating to IFRIC 21 corrects, for each quarter, 25% of the taxes borne in their
entirety in H1 in respect of the financial year. ROE in absolute terms in H1 14:
5.1%, in Q2 14: 9.3%.
(*)
Note that the data for the 2014 financial year have been restated, due to the
implementation on January 1st, 2015 of the IFRIC 21 standard resulting in the
publication of adjusted data for the previous financial year.
8

Summary
[If the Issuer is SG Issuer:
(in K)
30 June
30 June
31 December 31 December
2015
2014
2014
2013
(audited)
(audited)
Operating
47 313
60 795
110 027
109 588
Revenues
Profit from
195
193
209
482
operations
Profit from
195
193
209
482
continuing
operations
Total Assets
29 129 601
33 747 468
23 567 256
21 349 619
[If the Issuer is SG Option Europe:
(in 000)
30 June
30 June
31 December 31 December
2015
2014
2014
2013
(audited)
(audited)
Operating
39 484
7 873
-25 925
27 585
Revenues
Profit from
11 889
- 10 628
-44 749
-20 163
operations
Profit from
19 318
-18 766
-68 925
-25 820
continuing
operations
Total Assets
44 621 025
54 001 064
42 060 158
64 461 264
Dividends
0
0
0
0
declared per
share
[If the Issuer is SGA Société Générale Acceptance N.V.:
(in K$)
30 June
30 June
31
31
2015
2014
December
December
(unaudited)
(unaudited)
2014
2013
(audited)
(audited)
Net banking
0
0
688
0
income
Net result
(1)
0
688
0
Total assets
29 240 495
36 525 837
31 779 757
45 827 253
Net inflows
(37)
(10)
(51)
0
(outflow) in
cash and
cash
equivalents
9

Summary
Statement as no
There has been no material adverse change in the prospects of the Issuer
material adverse
since 31 December 2014.
change in the
prospects of the
issuer since the date
of its last published
audited financial
statements
Significant changes
Not Applicable. There has been no significant change in the Issuer's financial
in the issuer's
or trading position since 30 June 2015.
financial or trading
position subsequent
to the period
covered by the
historical financial
information
B.13
Recent events
Not Applicable. There has been no recent event particular to the Issuer which
particular to the
is to a material extent relevant to the evaluation of the Issuer's solvency.
issuer which are to a
material extent
relevant to the
evaluation of the
issuer's solvency
B.14
Statement as to
See Element B.5 above for the Issuer's position within the Group.
whether the issuer
[Société Générale is the ultimate holding company of the Group. However,
is dependent upon
Société Générale operates its own business; it does not act as a simple
other entities within
holding company vis-à-vis its subsidiaries.]
the group
[SG Issuer is dependent upon Société Générale Bank & Trust within the
Group.]
[SG Option Europe is dependent upon Société Générale within the Group.]
[SGA Société Générale Acceptance N.V. is dependent upon Société Générale
within the Group.]
B.15
Description of the
[If the Issuer is Société Générale: See Element B.5 above.]
issuer's principal
[The principal activity of SG Issuer is raising finance by the issuance of
activities
warrants as wel as debt securities designed to be placed to institutional
customers or retail customers through the distributors associated with Société
Générale. The financing obtained through the issuance of such debt securities
is then lent to Société Générale and to other members of the Group.]
[The principal activities of SG Option Europe are to carry out trading activities
on derivatives contracts on shares and indices traded on the English and
French regulated markets for the purpose of hedging products sold by Société
Générale to its clients. SG Option Europe has been authorised to perform
investment services as an investment firm since 1st January 2001. SG Option
Europe acts as market maker with respect to securities and warrants issued by
Société Générale and issues debt securities designed to be placed with the
institutional customers or retail customers through distributors associated with
Société Générale. The financing raised through the issuance of such debt
securities is then on-lent to Société Générale and to other members of the
Group.]
10