Obligation SG Émetteur 0% ( XS2121024231 ) en USD

SG Émetteur

100 % ⇌

France

XS2121024231 ( en USD )

16/01/2024 - Obligation échue

Prospectus brochure de l'obligation SG Issuer XS2121024231 en USD 0%, échue

1 000 USD

900 000 USD

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

L'obligation de type coupon zéro (taux d'intérêt de 0) identifiée par le code ISIN XS2121024231, émise par SG Issuer, un véhicule d'émission adossé au groupe Société Générale, institution financière majeure basée en France, est arrivée à complète maturité le 16 janvier 2024 et a été intégralement remboursée à 100% de sa valeur nominale. Cet instrument de dette, libellé en dollars américains (USD), représentait une taille totale d'émission de 900 000 USD, avec une taille minimale à l'achat fixée à 1 000 USD ; bien que la fréquence de paiement des coupons soit généralement un indicateur clé pour les obligations classiques (ici, indiquée à 2, soit semestrielle), elle était de facto non applicable pour cet instrument spécifiquement conçu comme une obligation à coupon zéro, confirmant ainsi le succès de son cycle de vie financier jusqu'à son remboursement final.

BASE PROSPECTUS DATED 5 JUNE 2020
SOCIETE GENERALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
as Issuer
(incorporated in Luxembourg)

Debt Instruments Issuance Programme

For guidance on using this Base Prospectus and navigating between the different sections hereof, please refer to "Base
Prospectus - User Guide" on page 36 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).
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) which is the Luxembourg competent authority for the
purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation and such approval shall not be considered as an endorsement of the Issuers, the Guarantor and of the quality of the securities
that are the subject of this Base Prospectus. The CSSF gives no undertaking as to the economic and financial soundness of the Notes issued under the Debt Instruments Issuance
Programme (the Programme) or the quality or solvency of the Issuer, in accordance with the provisions of Article 6(4) of the Luxembourg act on prospectuses for securities dated 16
July 2019, as amended. Such approval does not extend to money market instruments (as defined in the Prospectus Regulation) having a maturity of less than one year or to Notes
(which are not publically offered) to be admitted to trading on the Euro MTF (as defined below). 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
(ii) the multilateral trading facility Euro MTF of the Luxembourg Stock Exchange (the Euro MTF). The regulated market of the Luxembourg Stock Exchange is a regulated market for
the purposes of the Markets in Financial Instruments Directive 2014/65/EU of 15 May 2014 (as amended, MiFID II) (a Regulated Market). The Euro MTF 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 or in the United Kingdom and/or offered to the public in any Member State of the EEA or in the United Kingdom. The applicable
Final Terms in respect of the issue of any Notes (as defined below) will specify whether or not such Notes will be listed and admitted to trading on any market and/ or offered to the
public in any Member State of the EEA or in the United Kingdom and, if so, the relevant market.
This Base Prospectus has been approved on 5 June 2020 and is valid until 4 June 2021 and must during such period and in accordance with Article 23 of Regulation (EU) 2017/1129
be completed by a supplement to the Base Prospectus in the event of any new significant facts or material errors or inaccuracies. The obligation to supplement the Base Prospectus
in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Base Prospectus is no longer valid.
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
will 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 Euro MTF and/or listed on SIX Swiss Exchange.
The Notes and any guarantee thereof have not been and will 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 Commodity Futures Trading Commission (the CFTC) under the
United States Commodity Exchange Act of 1936, as amended (the CEA). No person has registered and no person will 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 will 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, except for U.S. Exempt Securities (as defined herein), 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 (i) a U.S. person as defined in Regulation S (Regul ation S U.S. Person) unless the applicable Final Terms
specify that a U.S. 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 either a Regulation S U.S. Person or an IRS U.S.
Person unless the applicable Final Terms specify that only a Regulation S U.S. Person is applicable; (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 i s 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", shall 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). With the exception of
U.S. Exempt Securities, the Notes are available only to Permitted Transferees. Certain issues of English Law Notes of Societe Generale (U.S. Exempt Securities), 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) acting for their own account or for the account of one or more QIBs, in each case, in reliance upon Rule 144A under the Securities Act. No issues of Notes
issued by SG Issuer will 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 selling
and transfer restrictions) shall 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 will be set out in a final terms document (the Final Terms) which (except in the case of Exempted Swiss Public Offer Notes or Exempt
Offer) (all as defined in the sections entitled "General Terms and Conditions of the English Law Notes" and "General Terms and Conditions of the French Law Notes")) will be filed
with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed
between the relevant Issuer, the Guarantor and the relevant purchaser. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. In case of any
issue of U.S. Exempt Securities, all references herein to "Final Terms" shall include, or be interpreted to mean, the applicable Offering Circular.
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) generally 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). Specifically, and subject to special rules from 2017 through 2022 set out
in Notice 2020-2 (the Notice), the Section 871(m) Regulations will generally apply to Notes issued on or after 1 January 2017 that substantially replicate the economic performance of
one or more U.S. Underlying Equities as determined by the Issuer on the date for such Notes as of which the expected delta of the product is determined by the Issuer 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 Issuer has determined not to be a Specified Note will not be subject to withholding tax under Section 871(m) Regulations. Investors are advised
that the Issuer's determination is binding on all 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 Issuer's determination.
The applicable Final Terms will specify if the Notes are Specified Notes, and, if so, whether the Issuer or its withholding agent will withhold tax under Section 871(m) Regulations and
the rate of the withholding tax. Investors should note that if the Issuer or any withholding agent determines that withholding is required, neither the Issuer nor the withholding agent will
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.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and
practices of the jurisdiction in which the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions

may be available for financial instruments such as the Notes. Potential investors are advised to consult their own tax adviser on the tax impacts of the acquisition, holding,
disposal and redemption of the Notes. The requirement to pay such taxes may reduce the effective yield on the Notes and may also have an adverse impact on their value.
IMPORTANT EEA AND UK RETAIL INVESTORS If the Final Terms in respect of any Notes state "Prohibition of Sales to EEA and UK 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) or in the United Kingdom. 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 (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in
the United Kingdom may be unlawful under the PRIIPs Regulation.
MiFID II product governance/ target market the Final Terms in respect of any Notes will include a legend entitled "MiFID II product governance". Any person subsequently offering,
selling 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 will 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 will be a
manufacturer for the purpose of the MIFID Product Governance Rules.
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 SFA) Unless otherwise
stated in the Final Terms in respect of any Notes, in connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the CMP Regulations 2018), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309(A)(1) of the SFA), 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
Societe Generale Corporate & Investment Banking
_________________
DEALERS
Societe Generale Corporate & Investment Banking
SG Option Europe

2

TABLE OF CONTENTS
Section
Page
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................................. 4
RISK FACTORS ................................................................................................................................................... 12
ONGOING NON-EXEMPT OFFERS..................................................................................................................... 30
BASE PROSPECTUS USER GUIDE ................................................................................................................ 36
IMPORTANT INFORMATION ............................................................................................................................... 43
REGULATORY INFORMATION ........................................................................................................................... 55
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES .......................................... 62
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 67
FINAL TERMS OR DRAWDOWN PROSPECTUS ............................................................................................... 80
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................... 81
FORM OF THE NOTES ........................................................................................................................................ 82
FORM OF FINAL TERMS ..................................................................................................................................... 92
GENERAL TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ........................................................ 152
GENERAL TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ......................................................... 226
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .......................................................... 283
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ......................................................... 435
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS
LINKED NOTES ................................................................................................................................................. 444
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 453
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 457
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ................................... 467
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 468
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 471
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 492
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 507
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 577
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ......................................................... 581
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES ........ 611
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .......................... 623
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 625
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................. 628
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ..................................................... 631
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES .............................................. 637
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 683
GUARANTEE ..................................................................................................................................................... 704
DESCRIPTION OF SOCIETE GENERALE ........................................................................................................ 707
DESCRIPTION OF SG ISSUER ......................................................................................................................... 709
DESCRIPTION OF SOCIETE GENERALE INDICES (SGI INDICES) ................................................................ 714
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES ...................... 715
BOOK ENTRY CLEARANCE SYSTEMS ........................................................................................................... 717
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ............................................................................. 720
GENERAL INFORMATION ................................................................................................................................ 732

3

General Description of the Programme

GENERAL DESCRIPTION OF THE PROGRAMME
The following description does not purport to be complete and is taken from, and is qualified in its entirety by, this Base
Prospectus and, in relation to the Terms and Conditions of any particular Tranche of Notes, the applicable Final Terms.
The following description constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 as amended implementing the Prospectus Regulation.
Words and expressions defined in the sections headed "Form of the Notes", "General Terms and Conditions of the English
Law Notes" or, as the case may be, "General Terms and Conditions of the French Law Notes" shall have the same
meanings in this general description.
Hyperlinks of websites referred to in the Base Prospectus are exclusively for information purposes and must not be
regarded as part of the Base Prospectus itself.
1.
PARTIES TO THE PROGRAMME
Issuers
- Societe Generale
Issuer Legal Entity Identifier (LEI) : O2RNE8IBXP4R0TD8PU41
- SG Issuer
Issuer Legal Entity Identifier (LEI) : 549300QNMDBVTHX8H127
Guarantor
Societe Generale
Arranger
Societe Generale
Dealers
Societe Generale, SG Option Europe and any other Dealers appointed in accordance with the Programme
Agreement.
Fiscal Agent, Registrar, Transfer Agent and Exchange Agent
Societe Generale Luxembourg
Paying Agents
Societe Generale (Paris), Societe Generale, New York Branch, and/or any such additional or successor paying
agent appointed in accordance with Condition 10 of the General Terms and Conditions of the English Law Notes
and Condition 10 of the General Terms and Conditions of the French Law Notes.
The Issuer may appoint or (as the case may be) maintain an additional paying agent in each jurisdiction where
Uncertificated Notes (as defined in "Form of the Notes") are registered and, if appropriate, for so long as any
Uncertificated Notes are listed on the Luxembourg Stock Exchange, the Issuer will maintain a paying agent with
a specified office in Luxembourg, all as specified in the applicable Final Terms.
In respect of EUI Notes, particularly all EUI Notes listed on the London Stock Exchange, the Issuer may appoint
or (as the case may be) maintain an additional paying agent in the United Kingdom.
In respect of SIS Notes, and other Notes listed on SIX Swiss Exchange, Societe Generale, Paris, Zurich Branch
shall act as Principal Swiss Paying Agent, together with further additional Swiss Paying Agents which may be
specified in the applicable Final Terms.
2.
DESCRIPTION
Debt Instruments Issuance Programme
3.
METHOD OF DISTRIBUTION
Notes may be distributed to qualified investors and/or non-qualified investors, and in each case on a syndicated
or non-syndicated basis.
Notes may be offered at a price as specified in the applicable Final Terms which:

4

General Description of the Programme

(a)
will be the Issue Price or the Issue Price up to a maximum of a percentage specified in the applicable
Final Terms, represented by a distribution fee payable upfront by the Issuer to the distributors; or
(b)
will be the market price which will be determined by the Dealer on a daily basis (and, as the case may
be, in accordance with market conditions then prevailing including the current market price of the
Underlying(s)); and/or will evolve between the Issue Date and the last day of the Offer Period on a linear
basis in such way equal to a percentage specified in the applicable Final Terms on the last day of the
Offer Period and will be provided by the Dealer to any Noteholder upon request; or
(c)
will be fully subscribed by the Dealer and thereafter offered to the public in the secondary market in
France, at the Issue Price, during the Offer Period; or
(d)
will evolve between dates specified in the applicable Final Terms in order to reach a specific maximum
level on a specific date, in accordance with the following formula:
Offer Price (t) = OfferPriceBase x (1 + ConvergencePercentage x Nb(t) / 360)
Where :
OfferPriceBase means a number specified in the applicable Final Terms;
ConvergencePercentage means a percentage specified in the applicable Final Terms; and
Nb(t) means the number of calendar days between the Issue Date and the date "t" on which the value
of the Notes is calculated (both dates included);or
(e)
will be determined by the Dealer on a continuous basis in accordance with the market conditions then
prevailing and depending on market conditions, the offer price shall be equal to, higher or lower than the
Issue Price; or
(f)
will be provided by the Dealer by way of quotes made available in the market specified in the applicable
Final Terms,
and which, in all cases, may be increased by such fees, if any, as disclosed in the applicable Final Terms.
4.
CURRENCIES
Notes may be denominated in any currency or currencies agreed between the relevant Issuer and the relevant
Dealer, subject to compliance with any applicable laws and regulations.
Payments in respect of Notes may, subject to compliance as aforesaid, be made in and/or linked to, any currency
or currencies other than the currency in which such Notes are denominated.
5.
MATURITIES
Any maturity as indicated in the applicable Final Terms subject to such minimum or maximum maturities as may
be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified Currency.
Notes issued by SG Issuer having a maturity of less than one year from the date of issue are subject to certain
restrictions on their denomination and distribution (see the paragraph "Certain Restrictions Notes having a
maturity of less than one year" below).
6.
ISSUE PRICE
Notes may be issued on a fully-paid or a partly-paid basis and at an issue price (expressed either (i) as a
percentage of the Aggregate Nominal Amount or (ii) as an amount per Note of the relevant Specified
Denomination) which is at par or at a discount to, or premium over, par (as specified in the applicable Final Terms).
7.
REDEMPTION
The applicable Final Terms will indicate either that the Notes cannot be redeemed prior to their stated maturity
(other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default or in the
event of an optional outstanding Notes trigger call or, in relation to Secured Notes only, following the occurrence
of a Collateral Disruption Event) or that such Notes (if Physical Delivery Notes) may be settled at maturity or
otherwise by receipt by the holder(s) of a cash amount and/or by delivery of the relevant Deliverable Assets or

5

General Description of the Programme

that such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon giving not
less than thirty nor more than forty five days' irrevocable notice (or such other notice period (if any) as indicated
in the applicable Final Terms) to the Noteholders or the relevant Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on such terms as may be agreed between the
Issuer and purchaser(s) as indicated in the applicable Final Terms.
The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such
amounts and on such dates as indicated in the applicable Final Terms.
For Notes issued by Societe Generale that are not structured Notes (titres non structurés) as defined under Article
R.613-28 of the French Code Monétaire et Financier, the redemption, purchase or cancellation prior their Maturity
Date will be subject to the prior written permission of the Regulator and/or the Relevant Resolution Authority to
the extent required at such date.
8.
REDENOMINATION AND/OR CONSOLIDATION
The applicable Final Terms may provide that certain Notes may be redenominated in euro. The relevant provisions
applicable to any such redenomination are contained in Condition 1.2 of the General Terms and Conditions of the
English Law Notes and Condition 1.6 of the General Terms and Conditions of the French Law Notes.
Notes denominated in a currency that may be converted into euro may be subject to consolidation with other
Notes denominated in euro.
9.
STATUS OF THE NOTES
Notes issued by Societe Generale will constitute direct, unconditional, unsecured and unsubordinated obligations
of Societe Generale ranking as senior preferred obligations, as provided for in Article L. 613-30-3 I 3° of French
Code Monétaire et Financier
Notes (other than Secured Notes) issued by SG Issuer will constitute direct, unconditional, unsecured and
unsubordinated obligations of SG Issuer.
Secured Notes will be issued by SG Issuer only.
The provisions relating to Secured Notes are more fully described in the section "Additional Terms and Conditions
Relating to Secured Notes".
10.
EVENT OF DEFAULT
For Notes issued by Societe General that are not structured Notes (titres non structurés) as defined under Article
R.613-28 of the French Code Monétaire et Financier there would be no event of default in respect of such Notes
if the applicable Final Terms specify that Event of Default is Not Applicable and the Noteholders will not be able
to accelerate the maturity of such Notes.
11.
CERTAIN RESTRICTIONS
Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations,
restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements in full force (see "Subscription, Sale and Transfer
Restrictions") including the following restrictions applicable at the date of this Base Prospectus.
Notes having a maturity of less than one year
Notes issued by SG Issuer having a maturity of less than one year will, if the proceeds of the issue are accepted
in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in
Section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional
investors and have a denomination of at least £100,000 or its equivalent, see "Subscription, Sale and Transfer
Restrictions".
Under the Prospectus Regulation, as amended (the Luxembourg Prospectus Act), which implements the
Prospectus Regulation, prospectuses relating to money market instruments having a maturity at issue of less than
twelve months and complying with the definition of securities (as defined in the Prospectus Regulation) do not
constitute a prospectus for the purposes of the Prospectus Regulation.

6

General Description of the Programme

12.
TYPE OF NOTES
No debt securities that are exchangeable or convertible into shares (under Article 19 of Commission Delegated
Regulation (EU) 2019/980) will be issued under this Base Prospectus.
Any benchmark to which a Note refers will be provided by an administrator included in the register referred to in
Article 36 of the Benchmark Regulation.
Fixed Rate Notes
Fixed rate interest will be payable on such date(s) as indicated in the applicable Final Terms and on redemption
and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer
and the relevant Dealer(s) as indicated in the applicable Final Terms.
Partly Paid Notes
The Issue Price of Partly Paid Notes will be payable in more than one instalment.
While any part payments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no
interest in a Temporary or Permanent Global Note representing such Notes may be exchanged for Definitive
Bearer Notes.
If any Noteholder fails to pay any part payment due on any Partly Paid Notes within the time specified, the Issuer
may have a right to redeem such Notes if so specified, and on the terms set out, in the applicable Final Terms.
Floating Rate Notes
Floating Rate Notes will bear interest at a rate determined (i) on the same basis as the floating rate under a
notional interest rate swap transaction in the relevant Specified Currency governed by an agreement evidenced
by a confirmation incorporating the 2006 ISDA Definitions (as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series) or (ii) on the basis of a reference rate appearing on an agreed screen page of a commercial
quotation service.
The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant
Dealer(s) for each issue of Floating Rate Notes and specified in the applicable Final Terms.
Floating Rate Notes may also have either a minimum interest rate or a maximum interest rate or both.
Interest will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer
and the relevant Dealer(s) as indicated in the applicable Final Terms.
Physical Delivery Notes
Payments in respect of Physical Delivery Notes (whether in respect of principal and/or interest and whether at
maturity or otherwise) and any delivery of any Deliverable Asset(s) in respect of Physical Delivery Notes will be
made in accordance with the terms of the applicable Final Terms, subject always to applicable securities laws.
Zero Coupon Notes
Zero Coupon Notes will not bear interest other than in the case of late payment.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a
floating rate to a fixed rate. Where the relevant Issuer has the right to effect such a conversion, this will affect the
secondary market and the market value of the Notes since the relevant Issuer may be expected to convert the
rate when it is likely to produce a lower overall cost of borrowing.
Dual Currency Notes
Payments in respect of Dual Currency Notes (whether in respect of principal and/or interest and whether at
maturity or otherwise) will be made in such currency or currencies, and based on such rate or rates of exchange,
as the relevant Issuer and the relevant purchaser(s) may agree (as indicated in the applicable Final Terms).
Other provisions in relation to Floating Rate Notes and Structured Notes
Floating Rate Notes and Structured Notes may also have a maximum interest rate, a minimum interest rate or
both, or be subject to a rate multiplier, in each case as set forth in the applicable Final Terms.

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General Description of the Programme

Structured Notes
Structured Notes will provide investors with an exposure to one or more Underlyings. Payments of principal and/or
of interest in respect of Structured Notes will be calculated by reference to such Underlying. Item "Type of
Structured Notes" of the applicable Final Terms will specify the relevant type of Underlying of the Structured
Notes. Any Structured Note may be exposed to more than one Underlying, in which case more than one type of
Structured Note will be specified. For each such Underlying and type of Note, the relevant Additional Terms and
Conditions will apply. The application of such Additional Terms and Conditions will also be specified in item "Type
of Structured Notes" of the applicable Final Terms.
The applicable Final Terms will specify the relevant Underlying and state where information on the relevant
Underlying, in particular on its past and future performance and on its volatility, can be found and whether or not
the Issuer intends to provide further information on the Underlying.
Each type of Underlying for Structured Notes is further described below.
13.
TYPE OF STRUCTURED NOTES
Share Linked Notes
Payments in respect of Share Linked Notes will be calculated by reference to one or more shares as agreed
between the Issuer and the relevant Dealer(s) and specified in the applicable Final Terms. Share Linked Notes
may also provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the Additional Terms
and Conditions for Share Linked Notes and Depositary Receipts Linked Notes. Share Linked Notes may be
subject to early redemption or adjustment if certain corporate events, delisting, merger or de-merger,
nationalisation or insolvency occur, all as more fully described in the Additional Terms and Conditions for Share
Linked Notes and Depositary Receipts Linked Notes.
Index Linked Notes
Payments of principal and/or of interest at maturity or otherwise in respect of Index Linked Notes will be calculated
by reference to the performance of one or more Indices as the relevant Issuer and the relevant Dealer(s) may
agree and as indicated in the applicable Final Terms.
Index Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for Index Linked Notes.
Index Linked Notes are linked to the performance of an index that is not composed by the Issuer. In accordance
with Commission Delegated Regulation (EU) No 2019/980 as amended, the applicable Final Terms contains the
name of the Index and an indication of where to obtain information about the index.
SGI Index Linked Notes
Payments of principal and/or of interest at maturity or otherwise in respect of SGI Index Linked Notes will be
calculated by reference to one or more Societe Generale Indices as the relevant Issuer and the relevant Dealer(s)
may agree and as indicated in the applicable Final Terms.
SGI Index Linked Notes may be subject to early redemption or adjustment as more fully described in the Additional
Terms and Conditions for SGI Index Linked Notes.
SGI Index Linked Notes are linked to the performance of an index that is composed by the Issuer or any other
legal entity belonging to the Societe Generale group (an SGI Index).
As at the date of this Base Prospectus, the administrator of the SGI Indices, Societe Generale, is included in the
register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority pursuant to Articles 34 and 36 of the Benchmark Regulation.
Depositary Receipts Linked Notes
Payments in respect of Depositary Receipts Linked Notes will be calculated by reference to one or more
depositary receipts as agreed between the Issuer and the relevant Dealer(s) and specified in the applicable Final
Terms. Depositary Receipts Linked Notes may also provide for redemption by physical delivery of the Deliverable
Asset(s) as set out in the Additional Terms and Conditions for Share Linked Notes and Depositary Receipts Linked
Notes. Depositary Receipts Linked Notes may be subject to early redemption or adjustment if certain corporate
events, delisting, merger or de-merger, nationalisation or insolvency occur, all as more fully described in the
Additional Terms and Conditions for Share Linked Notes and Depositary Receipts Linked Notes.

8

General Description of the Programme

ETF Linked Notes
Payments in respect of ETF Linked Notes will be calculated by reference to one or more exchange traded funds
as agreed between the Issuer and the relevant Dealer(s) and specified in the applicable Final Terms. Subject to
applicable laws and regulations, ETF Linked Notes may also provide for redemption by physical delivery of the
Deliverable Asset(s) as set out in the Additional Terms and Conditions for ETP Linked Notes and for ETF Linked
Notes. ETF Linked Notes may be subject to early redemption or adjustments, all as more fully described in the
Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes.
Reference Rate Linked Notes
Payments in respect of Reference Rate Linked Notes will be calculated by reference to one or more reference
rate as agreed between the Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Reference Rate Linked Notes may be subject to adjustment as more fully described in the Additional Terms and
Conditions for Reference Rate Linked Notes.
Foreign Exchange Rate Linked Notes
Payments in respect of Foreign Exchange Rate Linked Notes will be calculated by reference to one or more
foreign exchange rate as agreed between the Issuer and the relevant Dealer(s) and specified in the applicable
Final Terms.
Foreign Exchange Rate Linked Notes may be subject to adjustment as more fully described in the Additional
Terms and Conditions for Foreign Exchange Rate Linked Notes.
Commodity Linked Notes
Payments in respect of Commodity Linked Notes will be calculated by reference to one or more commodities
and/or commodity indices as agreed between the Issuer and the relevant Dealer(s) and specified in the applicable
Final Terms.
Commodity Linked Notes may be subject to adjustment as more fully described in the Additional Terms and
Conditions for Commodity Linked Notes.
Fund Linked Notes
Payments in respect of Fund Linked Notes will be calculated by reference to units, interests or shares in a single
fund or basket of funds on such terms as may be agreed between the Issuer and the relevant Dealer(s) and
specified in the applicable Final Terms. Subject to applicable laws and regulations, Fund Linked Notes may also
provide for redemption by physical delivery of the Deliverable Asset(s) as set out in the Additional Terms and
Conditions for Fund Linked Notes.
Fund Linked Notes may be subject to adjustment or early redemption, as applicable, or if certain corporate events
occur, all as more fully described in the Additional Terms and Conditions for Fund Linked Notes.
Credit Linked Notes
Payments in respect of Credit Linked Notes will be linked to the credit, and possibly the CDS spread, of a specified
entity or entities and will be issued on such terms as may be agreed between the Issuer and the relevant Dealer(s)
and specified in the applicable Final Terms.
In the event of the occurrence of certain circumstances (which may include, amongst other things, Bankruptcy,
Failure to Pay, Obligation Acceleration, Obligation Default, Repudiation/Moratorium or Restructuring) in relation
to a Reference Entity or, with respect to Basket Notes and Tranche Notes, Reference Entities, in each case as
specified in the applicable Final Terms, the obligation of the Issuer to pay principal at maturity may be replaced
by (i) an obligation to pay other amounts which are equal to either certain fixed amount(s) as specified in the
applicable Final Terms or amounts calculated by reference to the value of the Deliverable Asset(s) (which may,
in each case, be less than the par value of the Notes at the relevant time) and/or (ii) an obligation to deliver the
Deliverable Asset(s), all as more fully described in the Additional Terms and Conditions for Credit Linked Notes.
In addition, interest-bearing Credit Linked Notes may cease to bear interest on or prior to the date of occurrence
of such circumstances.
Credit Linked Notes may be subject to adjustment as more fully described in the Additional Terms and Conditions
for Credit Linked Notes.

9

General Description of the Programme

Inflation Linked Notes
Payments in respect of Inflation Linked Notes will be calculated by reference to inflation indices as agreed
between the Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.
Inflation Linked Notes may be subject to adjustment as more fully described in the Additional Terms and
Conditions for Inflation Linked Notes.
Bond Linked Notes
Payments in respect of Bond Linked Notes will be linked to the credit of a specified obligation (the "Bond" as
specified in the applicable Final Terms) issued by a specified issuer (the "Bond Issuer" as specified in the
applicable Final Terms) and will be issued on such terms as may be agreed between the Issuer and the relevant
Dealer(s) and specified in the applicable Final Terms.
In the event of the occurrence of certain circumstances (which may include, amongst other things, Bond
Acceleration, Bond Default, Bond Failure to Pay or Bond Restructuring) in relation to a Bond or, with respect to
Basket Bond Linked Notes, Bonds in each case as specified in the applicable Final Terms, the obligation of the
Issuer to pay principal at maturity may be replaced by (i) an obligation to pay other amounts which are equal to
either certain fixed amount(s) as specified in the applicable Final Terms or amounts calculated by reference to
the value of the underlying assets (which may, in each case, be less than the par value of the Notes at the relevant
time) In addition, interest-bearing Bond Linked Notes may cease to bear interest on or prior to the date of
occurrence of such circumstances.
Bond Linked Notes may be subject to adjustment as more fully described in the Additional Terms and Conditions
for Bond Linked Notes.
ETP Linked Notes
Payments in respect of ETP Linked Notes will be calculated by reference to one or more exchange traded products
other than ETF (exchange traded funds) as agreed between the Issuer and the relevant Dealer(s) and specified
in the applicable Final Terms. ETP Linked Notes may be subject to adjustments, as more fully described in the
Additional Terms and Conditions for ETP Linked Notes and for ETF Linked Notes.
Non Equity Security Linked Notes
Payments in respect of Non Equity Security Linked Notes will be calculated by reference to one or more non
equity securities or futures contracts thereon as agreed between the Issuer and the relevant Dealer(s) and
specified in the applicable Final Terms. Non Equity Security Linked Notes may be subject to adjustment, as more
fully described in the Additional Terms and Conditions for Non Equity Security Linked Notes.
Preference Share Linked Notes
The redemption Amount payable in respect of Preference Share Linked Notes will be calculated by reference to
the performance of a single specified preference share of the Preference Share Issuer as agreed between the
Issuer and the relevant purchaser(s) and specified in the applicable Final Terms. Preference Share Linked Notes
may be subject to early redemption as more fully described in the Additional Terms and Conditions for Preference
Share Linked Notes.
Warrant Linked Notes
The redemption amount payable in respect of Warrant Linked Notes will be calculated by reference to the
performance of warrants issued by the Warrants Issuer as agreed between the Issuer and the relevant
purchaser(s) and specified in the applicable Final Terms.
Warrant Linked Notes may be subject to early redemption as more fully described in the Additional Terms and
Conditions for Warrant Linked Notes.
Future Linked Notes
Payments in respect of Future Linked Notes will be calculated by reference to one or more future contracts as
agreed between the Issuer and the relevant Dealer(s) and specified in the applicable Final Terms. Future Linked
Notes may be subject to adjustments, as more fully described in the Additional Terms and Conditions for Future
Linked Notes.
Portfolio Linked Notes
Payments in respect of Portfolio Linked Notes will be calculated by reference to a portfolio of underlyings as the
relevant Issuer and the relevant Dealer(s) may agree and as indicated in the applicable Final Terms. Portfolio

10