Obligation SG Émetteur 0% ( XS2347967635 ) en RUB

SG Émetteur

100 % ⇌

France

XS2347967635 ( en RUB )

24/09/2024 - Obligation échue

Prospectus brochure de l'obligation SG Issuer XS2347967635 en RUB 0%, échue

10 000 RUB

100 000 000 RUB

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

L'entité d'émission SG Issuer, rattachée à Société Générale, institution financière de premier plan basée en France et active sur les marchés mondiaux, a récemment finalisé le cycle de vie d'une obligation zéro-coupon identifiée par le code ISIN XS2347967635, un instrument de dette d'une taille totale d'émission de 100 000 000 roubles russes (RUB) et accessible à l'achat par tranches minimales de 10 000 RUB, laquelle, émise depuis la France sans paiement d'intérêts périodiques et affichant un taux d'intérêt nul ainsi qu'une fréquence de paiement unique correspondant au remboursement du principal, est arrivée à maturité le 24 septembre 2024 et a été intégralement remboursée à 100% de son prix sur le marché, marquant la conclusion réussie de son opération.

BASE PROSPECTUS DATED 1 JUNE 2022

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 the "Base
Prospectus - User Guide" section 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 Societe Generale and SG Issuer (each an Issuer and
together the Issuers) may from time to time issue Notes (the Notes) denominated in any currency agreed by the Issuer of such Notes
(the relevant Issuer) and the relevant purchaser(s).

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, as amended (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 Programme or the quality or solvency of the Issuers, 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 publicly 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 Exchang e
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 and accordingly the CSSF is not the competent authority for the approval of this Base
Prospectus in connection with Notes issued under the Programme which are admitted to trading on the Euro MTF, but the Euro MTF
is subject to the supervision of the CSSF. The CSSF has neither reviewed nor approved any information in this Base Prospectus
pertaining to Notes admitted to trading on the Euro MTF. The CSSF therefore assumes no responsibility in relation to the issues of
Notes admitted to trading on the Euro MTF.

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 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 and, if so, the relevant market.

This Base Prospectus has been approved on 1 June 2022 and is valid until 1 June 2023 and must during such period and in
accordance with Article 23 of Regulation (EU) 2017/1129, as amended, 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.

This Base Prospectus will be filed with SIX Exchange Regulation Ltd (prospectus office) as competent review body under the Swiss
Financial Services Act (the "FinSA") for automatic acceptance of this Base Prospectus as an issuance prospectus in accordance with
article 54(2) of the FinSA. The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes
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"
1

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 (Regulation 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 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).

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 (as defined below), 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, and the issue price of Notes which
are applicable to each issuance (as defined in the General 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 Note or Exempt Offer Note) (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.
In case of any issue of U.S. Exempt Securities, al references herein to "Final Terms" shal include, or be interpreted to mean, the
applicable Offering Circular.

THE NOTES 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 Issuers on
the date for such Notes as of which the expected delta of the product is determined by the Issuers 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 relevant 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 relevant 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.

2

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 (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129, as amended (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 has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes state "Prohibition of Sales to 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 United Kingdom (UK). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions
of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK 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" which wil outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. 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.
UK MiFIR product governance / target market the Final Terms in respect of any Notes may include a legend entitled "UK MiFIR
Product Governance" which wil outline the target market assessment in respect of the Notes and which channels for distribution of
the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) 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 UK MiFIR Product Governance Rules,
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 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
relevant 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

DEALERS
Societe Generale
SG Option Europe
3

Table of Contents

Section
Page

GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................................................... 5
RISK FACTORS ................................................................................................................................................................................ 13
BASE PROSPECTUS USER GUIDE .............................................................................................................................................. 34
IMPORTANT INFORMATION ........................................................................................................................................................ 40
REGULATORY INFORMATION .................................................................................................................................................... 51
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES .............................................................. 59
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................................................... 63
FINAL TERMS OR DRAWDOWN PROSPECTUS ........................................................................................................................ 74
SUPPLEMENT TO THE BASE PROSPECTUS .............................................................................................................................. 75
FORM OF FINAL TERMS ............................................................................................................................................................... 76
GENERAL TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES.............................................................................. 137
GENERAL TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ............................................................................... 209
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .............................................................................. 274
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES .............................................................................. 408
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES AND DEPOSITARY RECEIPTS LINKED
NOTES ............................................................................................................................................................................................. 415
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ............................................................................ 422
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ..................................................................... 426
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES ....................................................... 434
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ..................................... 435
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ................................................................ 438
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES .............................................................................. 456
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES .......................................................................... 468
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................................... 524
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ............................................................................. 527
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR ETF LINKED NOTES .......................... 552
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES ........................................... 561
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ......................................................................... 563
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES ................................................................... 568
ADDITIONAL TERMS AND CONDITIONS FOR DIVIDEND LINKED NOTES ..................................................................... 605
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES .................................................................... 618
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES .................................................. 635
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES..................................................................... 638
FORM OF GUARANTEE ............................................................................................................................................................... 640
DESCRIPTION OF SOCIETE GENERALE .................................................................................................................................. 642
DESCRIPTION OF SG ISSUER ..................................................................................................................................................... 644
DESCRIPTION OF SOCIETE GENERALE INDICES ("SGI INDICES") .................................................................................... 648
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .............................................. 649
BOOK ENTRY CLEARANCE SYSTEMS .................................................................................................................................... 651
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ...................................................................................................... 654
GENERAL INFORMATION .......................................................................................................................................................... 667
ON-GOING NON-EXEMPT OFFER NOTES ................................................................................................................................ 671

4

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 "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, unless the information to which they refer is incorporated by reference in the Base Prospectus.
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.
Listing Agent, Principal Paying Agent, Registrar, Transfer Agent and Exchange Agent
Societe Generale Luxembourg S.A.
Paying Agents
Societe Generale (Paris); Societe Generale, Paris, Zurich Branch; Societe Generale, New York Branch; Societe Generale
Luxembourg S.A.; Societe Generale, Sucursal en España; Societe Generale Securities Services S.p.A.; Computershare Investor
Services (Jersey) Limited (for Notes cleared with Euroclear UK & Ireland Limited) ; and/or any such additional or successor paying
agent appointed in accordance with the General Terms and Conditions of the English Law Notes and the General Terms and
Conditions of the French Law Notes.

The Issuers may appoint or (as the case may be) maintain an additional paying agent in each jurisdiction where Uncertificated Notes
are registered and, if appropriate, for so long as any Uncertificated Notes are listed on the Luxembourg Stock Exchange, the Issuers
will maintain a paying agent with a specified office in Luxembourg, all as specified in the applicable Final Terms.

In respect of EUI Notes, the Issuers may appoint or (as the case may be) maintain an additional paying agent in the United Kingdom.

In respect of Uncertificated SIS Notes and Bearer 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

Notes issued under the Programme are intended to constitute "non-equity securities", within the meaning of Article 2(c) of the
Prospectus Regulation.
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:

(a) will be the Issue Price or the Issue Price up to a maximum specified in the applicable Final Terms, represented by a distribution
fee payable upfront by the Issuer to the distributors; or
5

General Description of the Programme

(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 specified in the applicable Final Terms on the last day of the Offer
Period and will be provided by the Dealer to any Noteholders 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

The payment obligations in respect of any Notes may be in any currency or currencies agreed between the 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 the Notes are denominated.
5. 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).

6. REDEMPTION

The applicable Final Terms for Notes other than Eligible Notes, 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, regulatory reasons, an
administrator/benchmark event, a force majeure event 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 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.

Eligible Non Structured Notes which are issued by Societe Generale only, may only be early redeemed upon the occurrence of a Tax
Event or Special Tax Event or a MREL or TLAC Disqualification Event , or at the option of the Issuer, as specified in the applicable
Final Terms. Eligible Structured Notes which are issued by Societe Generale only, may also be redeemed for a Tax Event or Special
Tax Event and in addition for regulatory reasons, an Administrator/Benchmark Event, a force majeure event, a MREL Disqualification
Event , a forced redemption or transfer event of Registered Notes or in the event that the outstanding aggregate nominal amount of
the Notes falls below or equals 10% of the initial aggregate nominal amount.

Notwithstanding the above, redemption, purchase or cancellation of Eligible Notes prior to their Maturity Date will be subject to the
prior written permission of the Relevant Resolution Authority.
6

General Description of the Programme

The Notes may also be redeemed early following the occurrence of certain disruption, adjustment, extraordinary or other events
linked to the Underlying assets.
7. MATURITIES OF THE NOTES

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).
8. REDENOMINATION / CONVERSION OF CURRENCY AND/OR CONSOLIDATION

The applicable Final Terms may provide that certain Notes may be redenominated in/converted into euro. The relevant provisions
applicable to any such redenomination/conversion are contained in the General Terms and Conditions of the English Law Notes and
the General Terms and Conditions of the French Law Notes.

Notes denominated in a currency that may be redenominated/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 (the "Senior Preferred Notes").

Senior Preferred Notes, including where applicable any related Coupons, will constitute direct, unconditional, unsecured and senior
obligations of the Issuer ranking at all times as senior preferred obligations (as provided for in Article L. 613-30-3-I-3° of the French
Code monétaire et financier (the Code)):

(i) pari passu with:

(a) all direct, unconditional, unsecured and senior obligations of Societe Generale outstanding as of the date of entry into force of the
Law on 11 December 2016; and

(b) all present or future senior preferred obligations (as provided for in Article L. 613-30-3-I-3° of the Code) of Societe Generale issued
after the date of entry into force of the Law on 11 December 2016;

(ii) junior to all present or future claims of Societe Generale benefiting from statutorily preferred exceptions; and

(iii) senior to all present or future:

(a) senior non-preferred obligations (as provided for in Article L. 613-30-3-I-4° of the Code) of Societe Generale;

(b) subordinated obligations and deeply subordinated obligations of Societe Generale.

In the event any judgment is rendered by any competent court declaring the judicial liquidation of Societe Generale or Societe
Generale is liquidated for any other reason:

- the rights of payment of the holders of Senior Preferred Notes and, where applicable, any related Coupons shall be subordinated to
the payment in full of all present or future holders of, or creditors in respect of, claims benefiting from statutory preferred exceptions
(Preferred Creditors); and

- subject to such payment in full, the holders of Senior Preferred Notes and, where applicable, any related Coupons shall be paid in
priority to any present or future holders of, or creditors in respect of, obligations referred to in (iii) above; and

- in the event of incomplete payment of Preferred Creditors, the obligations of Societe Generale in connection with the Senior Preferred
Notes and, where applicable, any related Coupons will be terminated.

The holders of Senior Preferred Notes and, where applicable, any related Coupons shall be responsible for taking all necessary steps
for the orderly accomplishment of any such liquidation of Societe Generale in relation to any claims they may have against Societe
Generale.

Notes issued by SG Issuer (other than Secured Notes) will constitute direct, unconditional, unsecured and unsubordinated obligations
of SG Issuer .

Secured Notes will be issued by SG Issuer only.

7

General Description of the Programme

The provisions relating to Secured Notes are more fully described in the section "Additional Terms and Conditions relating to Secured
Notes".

10. EVENTS OF DEFAULT

For Eligible Notes that are issued by Societe Generale only, the Noteholders will not be able to accelerate the maturity of such
Notes upon the occurrence of an Event of Default.
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 Luxembourg act dated 16 July 2019 on prospectuses for securities (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.
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 Regulation
(EU) 2016/1011 (the EU Benchmarks Regulation) or the FCA's register of administrators in accordance with Article 36 of Regulation
(EU) 2016/1011 as it forms part of domestic law by virtue of the EUWA (the UK Benchmarks 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 relevant 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 2021 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.

8

General Description of the Programme

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.

13. TYPE OF STRUCTURED NOTES
Structured Notes

Structured Notes will provide investors with an exposure to one or more Underlyings. Payments of any amounts 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 relevant Issuer intends to provide further
information on the Underlying.

Each type of Underlying for Structured Notes is further described below.
Share Linked Notes and Depositary Receipts Linked Notes

Payments in respect of Share Linked Notes and Depositary Receipts Linked Notes will be calculated by reference to one or more
shares or depositary receipts as agreed between the relevant Issuer and the relevant Dealer(s) and specified in the applicable Final
Terms. Share Linked Notes and 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.
Share Linked Notes and 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.
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 relevant Issuer. In accordance with the
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

9

General Description of the Programme

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 Societe Generale 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 ESMA pursuant to Articles 34 and 36 of the EU Benchmarks
Regulation.

In respect of the description of each SGI Index, this Base Prospectus contains in the section "Description of Societe Generale Indices
("SGI Indices")" in accordance with Commission Delegated Regulation (EU) No 2019/980 as amended , an index description including
the essential characteristics to enable an investor to fully understand the index and its dynamics and make an informed assessment.

It should be noted that additional SGI Indices may be used as underlyings following the publication of a supplement in accordance
with the provisions of Article 23 of the Prospectus Regulation, containing an index description of such additional Indices.
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 relevant 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.
ETP Linked Notes

Payments in respect of ETP Linked Notes will be calculated by reference to the performance of one or more exchange trade products
as the relevant Issuer and the relevant Dealer(s) may agree and as indicated in the applicable Final Terms. ETP 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. ETP Linked Notes may be subject to early redemption or adjustment as more fully described
in the Additional Terms and Condition 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 relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.

Reference Rate Linked Notes may be subject to early redemption or 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 relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.

Foreign Exchange Rate Linked Notes may be subject to early redemption or 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 relevant Issuer and the relevant Dealer(s) and specified in the applicable Final Terms.

Commodity Linked Notes may be subject to early redemption or 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 relevant 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 early redemption or adjustment, as applicable, or if certain corporate events occur, all as more
fully described in the Additional Terms and Conditions for Fund Linked Notes.
10