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Société Générale Capital/Financing Update 2015

Oct 21, 2015

1671_rns_2015-10-21_4de75823-df6b-4ee3-95aa-eec2f4e1f6ff.pdf

Capital/Financing Update

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FINAL TERMS DATED 20 OCTOBER 2015

SOCIÉTÉ GÉNÉRALE

Issue of EUR 500,000,000 Floating Rate Notes due October 2017

(the Notes)

under the €50,000,000,000 Euro Medium Term Note – Paris Registered Programme (the Programme)

Series no.: PA 050/15-10

Tranche no.: 1

Issue Price: 100 per cent.

Lead Manager

Société Générale Bank & Trust

Co-Lead Managers

ING Bank N.V. Belgian Branch MPS Capital Services S.p.A.

PART A – CONTRACTUAL TERMS

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. For a description of certain restrictions on offers and sales of Notes, see section headed "Subscription and Sale" in the Base Prospectus.

Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the Conditions) set forth under the heading "Terms and Conditions of the English Law Notes" in the base prospectus dated 17 March 2015 which received visa no.15-096 on 17 March 2015 from the Autorité des marchés financiers (the AMF), as supplemented by the supplements dated 26 March 2015, 19 May 2015, 22 June 2015, 10 August 2015 and 5 October 2015 which received visa no. 15-112, 15- 207, 15-288, 15-445 and 15-514 from the AMF on 26 March 2015, 19 May 2015, 22 June 2015, 10 August 2015 and 5 October 2015 (together, the Base Prospectus), which together constitute a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the Prospectus Directive).

This document constitutes the final terms of the Notes (the Final Terms) described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus and these Final Terms are available for inspection and obtainable, upon request and free of charge, during usual business hours on any weekday from the head office of the Issuer and the specified offices of the Paying Agents. So long as Notes are outstanding, those documents will also be available on the websites of the AMF (www.amf-france.org) and of the Issuer (http://prospectus.socgen.com).

1. (i) Issuer: Société Générale
2. (i) Series Number: PA 050/15-10
(ii) Tranche Number: 1
3. Specified Currency: EUR
4. Aggregate Nominal Amount:
(i) Series: EUR 500,000,000
(ii) Tranche: EUR 500,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount of
the Tranche
6. (i) Specified Denomination: EUR 100,000
(ii) Calculation Amount: EUR 100,000
7. (i) Issue
Date
and
Interest
Commencement Date:
22 October 2015
8. Maturity Date: The Interest Payment Date scheduled to fall in or
nearest to 20 October 2017
EURIBOR + 0.30 per cent. Floating Rate
9. Interest Basis:
10. Redemption/Payment Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their nominal
amount
11. Change of Interest Basis: Not Applicable
12. Put/Call Options: Not Applicable
13. (i) Status: Unsubordinated Notes
(ii) Date of corporate authorisations for
issue of the Notes:
Resolution
of
the
Board
of
Directors
dated
11 February 2015 and decision of the Issuer dated
19 October 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Not Applicable
15. Floating Rate Note Provisions Applicable
(i) Interest Payment Dates: 20 October, 20 January, 20 April and 20 July in
each year starting on 20 January 2016 up to and
including the Maturity Date, in each case adjusted
pursuant
to
the
Business
Day
Convention
specified below. There will be a short first coupon
in respect of the Interest Period from (and
including) the Issue Date to (but excluding) the
first Interest Payment Date
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Additional Business Centre(s): Not Applicable
(iv) Manner in which the Rate of Interest
and
Interest
Amount
is
to
be
determined:
Screen Rate Determination
(v) Party responsible for calculating the
Rate of Interest and/or Interest Amount
(if not the Calculation Agent):
Not Applicable
(vi) Screen Rate Determination:
Reference Rate: 3-month EURIBOR

Date(s):
Interest Determination Second day on which the TARGET2 System is
open prior to the start of each Interest Period
Specified Time: 11.00 a.m. Brussels time
Relevant Screen Page: Reuters EURIBOR01
Reference Banks: As selected by the Fiscal Agent
(vii) ISDA Determination: Not Applicable
3
(viii) Margin(s): + 0.30 per cent. per annum
(ix) Minimum Rate of Interest: Zero (0) per cent. per annum
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360
(xii) Rate Multiplier: Not Applicable
16. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Issuer's optional redemption (other than
for taxation reasons):
Not Applicable
18. Redemption
at
the
option
of
the
Noteholders:
Not Applicable
19. Final Redemption Amount: EUR 100,000 per Note of EUR 100,000 Specified
Denomination
20. Early Redemption Amount(s) payable on
redemption on Withholding Tax Event,
Special Tax Event or on Event of
Default:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  • 21. Form of Notes:
  • (i) Form: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Bearer Notes only upon an Exchange Event
  • (ii) New Global Note: Yes
  • Following Payment Business Day
  • 22. "Payment Business Day" election in accordance with Condition 5(h) of the Terms and Conditions of the English Law Notes or other special provisions relating to Payment Business Days:
  • 23. Additional Financial Centre(s) for the purposes of Condition 5(h) of the Terms and Conditions of the English Law Notes: Not Applicable
  • 24. Talons for further Coupons to be attached to Definitive Bearer Notes: Not Applicable
  • 25. Redenomination applicable: Not Applicable

  • 26. Consolidation applicable: Not Applicable

  • 27. Clearing System Delivery Period (Condition 13 of the Terms and Conditions of the English Law Notes (Notices)):

28. Governing law: The Notes and the Coupons and any noncontractual obligations arising out of or in connection with the Notes and the Coupons will be governed by, and shall be construed in accordance with, English law

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for the issue of the Notes and admission to trading on Euronext Paris by Société Générale pursuant to its €50,000,000,000 Euro Medium Term Note - Paris Registered Programme for which purpose they are hereby submitted.

Same Day Delivery

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms prepared in relation to Series PA 050/15-10, Tranche 1.

Signed on behalf of the Issuer:

By:

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Date. Application has been made for the Notes to be
listed on Euronext Paris with effect from the Issue
(ii) Admission to trading: from the Issue Date. Application has been made for the Notes to be
admitted to trading on Euronext Paris with effect
the Issue Date or at all. There can be no assurance that the listing and
trading of the Notes will be approved with effect on
2. RATINGS
Ratings: The Notes to be issued have been rated:
Fitch Ratings:
DBRS:
Standard and Poor's Ratings Services, a division
of the McGraw Hill Financial Inc.:
Moody's Investors Service Ltd.:
A
A2
A
A (high)
DBRS,
each
European
published
on
Securities
The credit ratings referred to above have been
issued by Standard and Poor's Ratings Services,
Moody's Investors Service Ltd, Fitch Ratings and
of
which
is
established
Union
and
is
registered
Regulation (EC) No. 1060/2009 of the European
Parliament and of the Council dated 16 September
2009 on credit rating agencies, as amended (the
CRA Regulation) and, as of the date hereof,
appears on the list of credit rating agencies
the
website
of
the
and
Markets
in
the
under
European
Authority

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

CRA Regulation.

(www.esma.europa.eu) in accordance with the

4. ESTIMATED TOTAL EXPENSES

  • (i) Estimated total expenses: EUR 1,900
  • 5. YIELD (Fixed Rate Notes only)

Indication of yield: Not Applicable

6. HISTORIC INTEREST RATES (Floating Rate Notes only)

Details of historic EURIBOR rates can be obtained from Reuters.

7. OPERATIONAL INFORMATION

(i) ISIN: XS1310056103
(ii) Common Code: 131005610
(iii) Any
clearing
system(s) other
than Euroclear Bank S.A./N.V.,
Clearstream
Banking,
société
anonyme or Euroclear France,
SIX Swiss Exchange and the
relevant
identification
number(s):
Not Applicable
(iv) Delivery: Delivery against payment
(v) Names
and
addresses
of
Additional Paying Agent(s) (if
any):
Not Applicable
(vi) Name and address of Swiss
Paying Agent:
Not Applicable
(vii) Intended to be held in a manner
which would allow Eurosystem
eligibility:
Yes
Note that the designation "yes" simply means that
the Notes are intended upon issue to be deposited
with one of the ICSDs as common safekeeper and
does not necessarily mean that the Notes will be
recognised as eligible collateral for Eurosystem
monetary policy and intra-day credit operations by
the Eurosystem either upon issue or at any or all
times during their life. Such recognition will depend
upon satisfaction of the Eurosystem eligibility
criteria.
8. DISTRIBUTION
(i) Method of distribution: Syndicated
(ii) If syndicated:
(a) Names of Managers: Lead Manager:
Société Générale Bank and Trust
Co-Lead Managers:

ING Bank N.V. Belgian Branch MPS Capital Services S.p.A.

(b) Stabilising Manager (if any): Not Applicable
(iii) If
non-syndicated,
name
of
relevant Dealer:
Not Applicable
(iv) U.S. selling restrictions: Regulation S compliance category 2
TEFRA D
(v) Additional selling restrictions: Not Applicable