Obligation Générale Société 0% ( XS2038591983 ) en EUR

Générale Société

100 % ▼

France

XS2038591983 ( en EUR )

15/01/2030

Prospectus brochure de l'obligation Societe Generale XS2038591983 en EUR 0%, échéance 15/01/2030

1 000 EUR

150 000 000 EUR

Société Générale est une banque universelle française offrant des services de banque de détail, banque privée, banque d'investissement et gestion d'actifs.

L'Obligation émise par Générale Société ( France ) , en EUR, avec le code ISIN XS2038591983, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2030

BASE PROSPECTUS DATED 4 JULY 2019
SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A.,
a bank in the form of a public limited liability company (société anonyme) incorporated under the laws of the Grand
Duchy of Luxembourg, having its registered office at 11, avenue Emile Reuter, L-2420 Luxembourg, Grand Duchy of
Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 6061
(acting in a fiduciary capacity pursuant to the Luxembourg act dated 27 July 2003 relating to trusts and fiduciary
contracts, as amended)
as Fiduciary
(incorporated in Luxembourg)
SOCIÉTÉ GÉNÉRALE
as Guarantor
(incorporated in France)
(in respect of Secured Notes)
Fiduciary Note 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 97 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 Fiduciary Note Issuance Programme (the Programme), Société Générale Bank & Trust S.A. (the Fiduciary)
may from time to time issue Notes, being either secured Notes or repack Notes (Secured Notes or Repack Notes) (as
defined in the Terms and Conditions of the Notes), denominated in any currency agreed by the Fiduciary 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 "General Terms and Conditions"), any reference in the relevant
section of this Base Prospectus and in the applicable Final Terms to "Notes", "Noteholders" and "holder of Note(s)"
shal be deemed to be a reference to "Certificates", "Certificateholders" and "holder of Certificate(s)" and, unless the
context otherwise requires, any reference to "Global Note(s)", "Bearer Global Note(s)", "Bearer Note(s)", "Definitive
Bearer Note(s)", "Temporary Bearer Global Note(s)", "Permanent Bearer Global Note(s)" shal be deemed to be a
reference, respectively, to "Global Certificate(s)", "Bearer Global Certificate(s)", "Bearer Certificate(s)", "Definitive
Bearer Certificate(s)", "Temporary Bearer Global Certificate(s)" and "Permanent Bearer Global Certificate(s)".
Payments in respect of Secured Notes wil be unconditional y and irrevocably guaranteed by Société Générale (the
Guarantor). References in this Base Prospectus to "Guarantor" and the "Guarantee" shal only apply in respect of
Secured Notes and shal be ignored in respect of Repack Notes.
Subject as set out herein, the Notes wil 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 Notes are set out herein in the section headed "General Terms and
Conditions".
Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the Terms and
Conditions of the Notes)) and Bearer Certificates (as defined in the Terms and Conditions of the Notes) or in registered
form (Registered Notes). Bearer Notes and Registered Notes may be represented by one or more Global Notes (as
defined in the Terms and Conditions of the Notes).
Bearer Notes (other than Bearer SIS Notes and Bearer Certificates) 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, S.A. (Clearstream). 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).

1

Italian Certificates, as defined in the section headed "General Terms and Conditions", wil be issued in bearer form
("Bearer Certificates") and wil be deposited with the centralized clearing system managed by Monte Titoli S.p.A. (Monte
Titoli) acting as central securities depositary (the Central Securities Depositary).
Registered Notes wil (i) be deposited with a Common Depositary for Euroclear and Clearstream or (ii) in the case of
Registered Global Notes (as defined in the Terms and Conditions of the 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.
Notes may be issued in dematerialised form in accordance with the Luxembourg law of 6 April 2013 on dematerialised
securities, as amended (the Dematerialised Securities Law). The Notes wil be issued through an issuance account
(compte d'émission) held at LuxCSD S.A. (LuxCSD) or such other settlement organisation within the meaning of the
Dematerialised Securities Law as the Fiduciary may appoint from time to time (a Settlement Organisation) (the
Dematerialised Notes), provided that the Dematerialised Notes of the same Series or Tranche are at al times kept in
an issuance account with a single settlement organisation in accordance with the Dematerialised Securities Law.
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 for the
purpose of Article 5.4 of the Prospectus Directive. 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 publicly 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 Fiduciary
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 listed on the Official List of the Luxembourg Stock Exchange and
to be admitted to trading on (i) the Luxembourg Stock Exchange's regulated market 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 (2014/65/EU of 15 May 2014 (as
amended, MiFID II) (a Regulated Market). The EuroMTF is not a Regulated Market 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 (as defined below) in respect of the issue of any Notes 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 admitted to
trading on the EuroMTF and/or listed on SIX Swiss Exchange. The CSSF assumes therefore no responsibility in relation
to the issues of Notes admitted to trading on the Euro MTF and/or listed on SIX Swiss Exchange.
This Base Prospectus wil be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) in
accordance with article 16 of the Luxembourg Act.
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 of 1936, as amended (the CEA). No person has registered and no
person wil register as a "commodity pool operator" of the Fiduciary under the CEA and the rules thereunder (the CFTC
Rules) of the CFTC, and the Fiduciary has not and wil not 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). 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, the Notes may only be offered, sold, pledged or otherwise transferred 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 Regulation S
(Regulation S U.S. Person) or (i) if the applicable Final Terms specify that a United States person as defined in paragraph
7701(a)(30) of the Internal Revenue Code of 1986 (IRS U.S. Person) is also applicable, or (ii) if in the case of SGI Index
Linked Notes, Advised SGI Index is applicable or if in the case of Portfolio Linked Notes, Dynamic Portfolio is applicable,
a person who is not a Regulation S U.S. Person or not an IRS U.S. Person unless the applicable Final Terms specify that
only a Regulation S U.S. Person is applicable; 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); and (c) is not a "U.S. Person" for purposes of the final rules implementing the credit
risk retention requirements of Section 15G of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Risk
Retention Rules) (a Risk Retention U.S. Person) (such a person or account as described herein, a Permitted
Transferee). The Notes are available only to Permitted Transferees.

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 or Notes that must be
distributed in or from Switzerland exclusively to Swiss qualified investors (al as defined in the section entitled "General
Terms and Conditions") 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
Fiduciary, the Guarantor and the relevant Purchaser. The Fiduciary may also issue unlisted Notes and/or Notes not
admitted to trading on any market.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED
BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES OR COMMODITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
U.S. Treasury regulations issued under Section 871(m) of the U.S. Internal Revenue Code of 1986 (the Section 871(m)
Regulations) general y impose a 30% withholding tax on dividend equivalents paid or deemed paid (within the meaning
of the relevant Section 871(m) Regulations) to a non-United States holder (a Non-U.S. Holder) with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities (U.S. Underlying Equities). Specifical y,
and subject to special rules from 2017 through 2020 set out in Notice 2018-72 (the Notice), the Section 871(m)
Regulations wil general y apply to Notes issued on or after 1 January 2017 that substantial y replicate the economic
performance of one or more U.S. Underlying Equities as determined by the Fiduciary (or Guarantor) on the date for such
Notes as of which the expected delta of the product is determined by the Fiduciary (or Guarantor) based on tests in
accordance with the applicable Section 871(m) Regulations (for the purposes of the Notice, such Notes are deemed
"delta-one" instruments) (the Specified Notes). A Note linked to U.S. Underlying Equities which the Fiduciary (or
Guarantor) has determined not to be a Specified Note wil not be subject to withholding tax under Section 871(m)
Regulations. Investors are advised that the Fiduciary's (or Guarantor's) determination is binding on al Non-U.S. Holders
of the Notes, but it is not binding on the United States Internal Revenue Service (the IRS) and the IRS may therefore
disagree with the Fiduciary's determination.
The U.S. tax treatment of ownership of a Repack Note is unclear. Solely for U.S. tax purposes, a holder of the Repack
Notes wil be treated as the owner of any specified bonds that col ateralised the Repack Notes. In addition, the holder
wil be treated as directly facing the Guarantor on any swaps or other derivatives held by the Fiduciary to hedge its
exposure on the notes (the Hedge). As a consequence of this treatment, to the extent the specified bonds pay U.S.-
source interest income, a holder must provide certain U.S. tax documentation to the Fiduciary to receive such income
free from U.S. withholding tax. In addition, to the extent the Hedge substantial y replicates the economic performance of
one or more U.S. Underlying Equities as determined by the Fiduciary (or Guarantor), a Non-U.S. Holder may be subject
to withholding tax under Section 871(m) as described above. The Fiduciary, Guarantor and holder agree to this treatment,
but investors are advised that the IRS is not bound by this treatment and may therefore disagree with it.
The applicable Final Terms wil specify if the Notes are Specified Notes, and, if so, whether the Fiduciary, the Guarantor,
or a withholding agent wil withhold tax under Section 871(m) Regulations and the rate of the withholding tax. Investors
should note that if the Fiduciary or any withholding agent determines that withholding is required, neither the Fiduciary
nor the withholding agent wil be required to gross up any amounts withheld in connection with a Specified Note. Investors
should consult their tax adviser regarding the potential application of Section 871(m) Regulations to their investment in
the Notes.
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 credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets Authority (www.esma.europa.eu/page/List-registered-and-
certified-CRAs).
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.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes state "Prohibition of Sales to EEA
Retail Investors" as Applicable, the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the Insurance
Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (i i) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the
Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the PRIIPs Regulation) for offering or sel ing the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or sel ing the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

MiFID II product governance/ target market the Final Terms in respect of any Notes wil include a legend entitled
"MiFID II product governance". Any person subsequently offering, sel ing or recommending the Notes (a distributor)
should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the Product Governance rules
under EU Delegated 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger or the Dealer nor any of their respective
affiliates wil be a manufacturer for the purpose of the MIFID Product Governance Rules.
Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR or SGI Indices, which are
respectively provided by the European Money Markets Institute (EMMI), ICE Benchmark Administration Limited (ICE,)
and SGI. Amounts payable under the Notes may also be calculated by reference to one or more other "benchmarks" (as
specified in the applicable Final Terms) for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament
and of the Council of 8 June 2016 (the Benchmarks Regulation). In this case, a statement wil be included in the
applicable Final Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA's register
of administrators under Article 36 of the Benchmarks Regulation. As at the date of this Base Prospectus, (i) ICE and SGI
appear on the register and (i ) EMMI does not appear on such register. As far as the Fiduciary is aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that EMMI is not currently required to obtain
authorisation or registration.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as modified
or amended from time to time (the Securities and Futures Act) Unless otherwise stated in the Final Terms in respect
of any Notes, in connection with Section 309B of the Securities and Futures Act and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Fiduciary has determined, and
hereby notifies al relevant persons (as defined in Section 309(A)(1) of the Securities and Futures Act), that the Notes are
capital markets products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and
Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

ARRANGER AND DEALER
Société Générale

CONTENTS
CONTENTS
SUMMARY ................................................................................................................................... 7
RISK FACTORS ......................................................................................................................... 56
BASE PROSPECTUS USER GUIDE ....................................................................................... 97
IMPORTANT INFORMATION ................................................................................................... 104
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................. 110
THE FIDUCIARY CONTRACT .................................................................................................. 119
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES ................ 121
DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 126
FINAL TERMS OR DRAWDOWN PROSPECTUS .................................................................... 131
SUPPLEMENT TO THE BASE PROSPECTUS ........................................................................ 132
FORM OF THE NOTES ............................................................................................................ 133
FORM OF FINAL TERMS ......................................................................................................... 144
GENERAL TERMS AND CONDITIONS OF THE NOTES ......................................................... 212
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .................................. 362
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ................................. 550
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND
DEPOSITARY RECEIPTS LINKED NOTES ............................................................................. 560
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ................................ 570
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ......................... 575
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ........... 586
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED
NOTES ..................................................................................................................................... 588
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ..................... 592
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ................................. 616
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES .............................. 633
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ......................... 751
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF
LINKED NOTES ........................................................................................................................ 755

5

ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .. 768
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ...... 770
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ......................... 774
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ............................. 777
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES ....................... 784
GUARANTEE............................................................................................................................ 834
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ............................................................................... 837
DESCRIPTION OF SOCÉTÉ GÉNÉRALE BANK & TRUST S.A............................................... 840
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE INDICES ("SGI INDICES") .................................... 843
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE
SHARES ................................................................................................................................... 864
DESCRIPTION OF THE COLLATERAL CUSTODY AGREEMENT AND THE FIDUCIARY
ACCOUNTS .............................................................................................................................. 866
BOOK ENTRY CLEARANCE SYSTEMS .................................................................................. 867
TAXATION ................................................................................................................................ 869
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS .................................................... 937
GENERAL INFORMATION ....................................................................................................... 956
GLOSSARY .............................................................................................................................. 959

6

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 Notes are to be issued or offered simultaneously in one set of Final Terms, the items
which differ for such Series of Notes can be grouped in a table (the Issue Specific Table)
Section A Introduction and warnings
Element
Description of
Disclosure requirement
Element
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
[Not Applicable. The Notes are not subject to a Public Offer in the European
use of the Base Economic Area]
Prospectus
[The Fiduciary 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 following conditions:
-
the consent is only valid during the offer period from [Specify date]
to [Specify date] (the Offer Period);
[-
the consent given by the Fiduciary 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 Fiduciary
appoints any additional financial intermediaries after the [insert date
of the applicable Final Terms] and publishes details of them on its
website (http://prospectus.socgen.com), 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 Fiduciary and by such publication, any such

7

Summary
financial intermediary (each a General Authorised Offeror)]
undertakes to comply with the following obligations:
(i)
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 applicable law
implementing the Markets in Financial Instruments Directive
(Directive 2014/65/EU of 15 May 2014 (as amended, MiFID
II)) (hereinafter the Rules) and makes sure that (i) any
investment advice in the Notes by any person is appropriate,
(i ) the information to prospective investors 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 fully and
clearly disclosed prior to their investment in the Notes;
(i )
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;
(i i)
it ensures that the existence of any fee (and any other
commissions or benefits of any kind) or rebate received or
paid by it in relation to the offer or sale of the Notes does not
violate the Rules, is fully and clearly disclosed to investors
or prospective investors prior to their investment in the Notes
and to the extent required by the Rules, provides further
information in respect thereof;
(iv)
it complies with the Rules relating to money laundering, anti-
corruption, anti-bribery and "know your customer" rules
(including, without limitation, taking appropriate steps, in
compliance with such rules, to establish and document the
identity of each prospective investor prior to initial
investment in any Notes by the investor), and wil not permit
any application for Notes in circumstances where it has any
suspicion as to the source of the application monies; 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 Fiduciary
and/or the relevant Dealer or directly to the competent
authorities with jurisdiction over the Fiduciary and/or the
relevant Dealer in order to enable the Fiduciary and/or the
relevant Dealer to comply with anti-money laundering, anti-
corruption, anti-bribery and "know your customer" rules
applying to the Fiduciary and/or the relevant Dealer, as the
case may be;
(v)
it co-operates with the Fiduciary and the relevant Dealer in
providing relevant information (including, without limitation,
documents and records maintained pursuant to paragraph
(iv) above) and such further assistance as reasonably
requested upon written request from the Fiduciary or the
relevant Dealer in each case, as soon as is reasonably
practicable and, in any event, within any time frame set by
any such regulator or regulatory process. For this purpose,
relevant information that is available to or can be acquired
by the relevant financial intermediary:
(a)
in connection with any request or investigation by
any regulator in relation to the Notes, the Fiduciary
or the relevant Dealer; and/or
(b)
in connection with any complaints received by the
Fiduciary and/or the relevant Dealer relating to the

8

Summary
Fiduciary and/or the relevant Dealer or another
Authorised Offeror including, without limitation,
complaints as defined in rules published by any
regulator of competent jurisdiction from time to time;
and/or
(c)
which the Fiduciary or the relevant Dealer may
reasonably require from time to time in relation to the
Notes and/or as to al ow the Fiduciary or the relevant
Dealer fully to comply with its own legal, tax and
regulatory requirements;
(vi)
it does not, directly or indirectly, cause the Fiduciary or the
relevant Dealers to breach any Rule or any requirement to
obtain or make any filing, authorisation or consent in any
jurisdiction;
[(vi )
it meets [insert any other condition specified under the
clause "Other conditions to consent" in the applicable Final
Terms];
[(vi )/(vi i)]
it commits itself to indemnify the Fiduciary, the
relevant Dealer, and Société Générale and each of its
affiliates for any damage, loss, expense, claim, request or
loss and fees (including reasonable fees from law firms)
incurred by one of these entities because of, or in relation
with, any failure by this General Authorised Offeror (or any
of its sub-distributors) to respect any of these obligations
above;
[(vi i)/(ix)]
it is familiar with, and has policies and procedures in
place to comply with, any applicable rules and regulations
relating to anti-bribery and corruption, including any changes
thereto;
[(ix)/(x)] (a) it and any person within its control (including any director,
officer or employee, each a control ed person) has not
committed and wil not commit any corrupt act directly or
indirectly and (b) to the best of its knowledge, none of its sub-
distributors has committed any corrupt act directly or
indirectly, in each case to or for the use or benefit of, any
person or any government official (which shal include any
official, employee or representative of, or any other person
acting in an official capacity for or on behalf of any
government of any jurisdiction, any public international
organisation, any political party, or any quasi-governmental
body);
[(x)/(xi)] it has in place adequate policies, systems, procedures and
controls designed to prevent itself, its sub-distributors and
any controlled person from committing any corrupt act and
to ensure that any evidence or suspicion of corrupt acts is
fully investigated, reported to Société Générale or the
Fiduciary and acted upon accordingly;
[(xi)/(xi )]
neither it nor any of its agents, sub-distributors or
controlled persons is ineligible or treated by any
governmental or international authority as ineligible to tender
for any contract or business with, or to be awarded any
contract or business by, such authority on the basis of any
actual or al eged corrupt act;

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Summary
[(xi )/(xi i)]
it has kept adequate records of its activities,
including financial records in a form and manner appropriate
for a business of its size and resources;
[(xi i)/(xiv)]
it represents and warrants that it shal not distribute
financial instruments to, or enter into any arrangement with
respect to financial instruments with, sanctioned persons;
[(xiv)/(xv)]
it undertakes to promptly inform Société Générale or
the Fiduciary of (a) any complaint received in relation to its
activities or the financial instruments; or (b) any event
affecting it, including but not limited to any of: (i) a regulatory
investigation or audit of it or its affiliates, partners or agents;
(i ) legal proceedings initiated by a competent regulatory
authority against it or its affiliates, partners or agents; or (i i)
a judgment rendered or penalty levied against it or its
affiliates, partners or agents, which in each case might
reasonably involve a reputational risk for Société Générale
or the Fiduciary; and
[(xv)/(xvi)]
it acknowledges that its commitment to respect the
obligations above is governed by Luxembourg law and
agrees that any related dispute is brought before the
Luxembourg courts.
[Any General Authorised Offeror who wishes to use the Base
Prospectus for a 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] [France]
[Germany] [Ireland] [Italy] [Luxembourg] [Spain] [The Netherlands]
[United Kingdom].
[The information relating to the conditions of the Non-exempt Offer shal 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
Element
Description of
Disclosure requirement
Element
B.1
Legal and
Société Générale Bank & Trust S.A. acting as fiduciary (the Fiduciary)
commercial
name of the
issuer
B.2
Domicile, legal
Domicile:16 boulevard Royal, L-2449 Luxembourg.
form,
legislation and
Legal form: Public limited liability company (société anonyme).
country of
Legislation under which the Fiduciary (the Issuer) operates: Luxembourg
incorporation
law. In issuing Notes under the Programme the Fiduciary is acting in a
fiduciary capacity pursuant to the Luxembourg act dated 27 July 2003 relating
to trusts and fiduciary contracts, as amended.

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