Obligation SG Émetteur 0% ( XS2378838457 ) en USD

Société émettrice SG Émetteur
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  XS2378838457 ( en USD )
Coupon 0%
Echéance 23/12/2024 - Obligation échue



Prospectus brochure de l'obligation SG Issuer XS2378838457 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 466 000 USD
Description détaillée SG Issuer est une société spécialisée dans l'émission et la gestion de titres financiers, filiale du groupe Société Générale.

L'Obligation émise par SG Émetteur ( France ) , en USD, avec le code ISIN XS2378838457, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/12/2024











BASE PROSPECTUS DATED 4 JUNE 2021


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, 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 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 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 4 June 2021 and is valid until 4 June 2022 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
1




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" 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, 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
2




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 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 Directive (EU) 2016/97, 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 wil include a legend entitled "MiFID
II product governance" which wil outline the target market assessment in respect of the Notes, taking into account the five
categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority (ESMA) on
5 February 2018, 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 will include a legend entitled
"UK MiFIR Product Governance" which wil outline the target market assessment in respect of the Notes, taking into account
the five categories referred to in item 18 of the Guidelines published by the ESMA on 5 February 2018 (in accordance with
the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), 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 (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 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:
3




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




4




TABLE OF CONTENTS
Section
Page

GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 6
RISK FACTORS ................................................................................................................................... 13
BASE PROSPECTUS ­ USER GUIDE ............................................................................................... 30
IMPORTANT INFORMATION .............................................................................................................. 37
REGULATORY INFORMATION .......................................................................................................... 48
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES ........................ 56
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 61
FINAL TERMS OR DRAWDOWN PROSPECTUS ............................................................................. 72
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................. 73
FORM OF FINAL TERMS .................................................................................................................... 74
GENERAL TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ...................................... 134
GENERAL TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ....................................... 199
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE ........................................ 257
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ....................................... 394
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES
AND DEPOSITARY RECEIPTS LINKED NOTES 400
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ....................................... 408
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ............................... 412
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES................. 420
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE
LINKED NOTES ................................................................................................................................. 421
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ........................... 424
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ........................................ 442
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES .................................... 455
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES .............................. 513
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ....................................... 516
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES AND FOR
ETF LINKED NOTES ......................................................................................................................... 541
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES ....... 550
ADDITIONAL TERMS AND CONDITIONS FOR FUTURE LINKED NOTES ................................... 552
ADDITIONAL TERMS AND CONDITIONS FOR PORTFOLIO LINKED NOTES ............................. 557
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES .............................. 595
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ........... 612
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ............................... 615
GUARANTEE ..................................................................................................................................... 617
DESCRIPTION OF SOCIETE GENERALE ....................................................................................... 619
DESCRIPTION OF SG ISSUER ........................................................................................................ 621
DESCRIPTION OF SOCIETE GENERALE INDICES (SGI INDICES) .............................................. 626
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES 627
BOOK ENTRY CLEARANCE SYSTEMS .......................................................................................... 629
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ........................................................... 633
GENERAL INFORMATION ................................................................................................................ 644
ONGOING NON-EXEMPT OFFERS ............................................................................................ 647


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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, Fiscal 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:

6




(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

(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 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 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.
7. MATURITIES OF THE NOTES

7




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 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 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 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 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.

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 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 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.
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

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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.
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 wil 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.
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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

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
Benchmark Regulation.

In respect of the description of each SGI Index, this Base Prospectus contains in the section "Description of 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.
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