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Société Générale Capital/Financing Update 2015

Sep 3, 2015

1671_rns_2015-09-03_cfb62c01-5dcc-46dd-9724-871f2e7546c5.pdf

Capital/Financing Update

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FINAL TERMS DATED 1 SEPTEMBER 2015

SOCIÉTÉ GÉNÉRALE

Issue of EUR 50,000,000 0.68 per cent. Fixed Rate Notes due 3 September 2019 (the Notes)

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

Series no.: PA-048/15-9

Tranche no.: 1

Issue Price: 100 per cent.

Lead Manager Société Générale Bank & Trust

Co-Lead Managers Banca Akros S.p.A. – Gruppo Bipiemme Banca Popolare de Milano 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 and 10 August 2015 which received visa no. 15-112, 15-207, 15-288 and 15-445 from the AMF on 26 March 2015, 19 May 2015, 22 June 2015 and 10 August 2015 respectively (together, the Base Prospectus).

This document constitutes the final terms of the Notes (the Final Terms) described herein 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).

2.
(i)
Series Number:
PA-048/15-9
(ii)
Tranche Number:
1
3.
Specified Currency:
EUR
4.
Aggregate Nominal Amount:
(i)
Series:
EUR 50,000,000
(ii)
Tranche:
EUR 50,000,000
5.
Issue Price:
the Tranche
6.
(i)
Specified Denomination:
EUR 100,000
(ii)
Calculation Amount:
EUR 100,000
7.
Issue Date and Interest Commencement
3 September 2015
Date:
8.
Maturity Date:
3 September 2019
9.
Interest Basis:
0.68 per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
1. (i) Issuer: Société Générale
100 per cent. of the Aggregate Nominal Amount of
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
(further particulars specified below)
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
31 August 2015.

PROVISIONS RELATING TO INTEREST PAYABLE

14. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 0.68
per cent. per annum
payable annually in
arrear
(ii) Interest Payment Dates: 3 September in each year
(iii) Business Day Convention: Not Applicable
(iv) Fixed Coupon Amount: EUR 680
per Note of EUR 100,000
Specified
Denomination
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Broken Amount(s): Not Applicable
(vii) Resettable Notes Not Applicable
(viii) Determination Dates: 3 September in each year up to and including the
Maturity Date commencing on 3 September 2016
15. Floating Rate Note Provisions 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 payable on
redemption on Withholding Tax Event,
EUR 100,000 per Note of EUR 100,000 Specified
Denomination

Special Tax Event or on Event of Default:

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
  • 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: Following Payment Business Day 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)): Same Day Delivery
  • 28. Masse (Condition 12 of the Terms and Conditions of the French Law Notes): Not Applicable
  • 29. Governing law: The Notes, the Coupons and any non-contractual obligations arising out of or in connection with the Notes, 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 EUR 50,000,000,000 Euro Medium Term Note - Paris Registered Programme for which purpose they are hereby submitted.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms prepared in relation to Series PA-048/15-9, Tranche 1.

Signed on behalf of the Issuer:

By:

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Application has been made for the Notes to be
listed on Euronext Paris with effect from the Issue
Date
(ii) Admission to trading: Application has been made for the Notes to be
admitted to trading on Euronext Paris with effect
from the Issue Date
There can be no assurance that the listing and
trading of the Notes will be approved with effect on
the Issue Date or at all.
2. RATINGS
Ratings: The Notes to be issued have been rated:
Standard and Poor's Ratings Services, a division
of the McGraw Hill Companies Inc.:
Moody's Investors Service Ltd.:
Fitch Ratings:
DBRS:
A
A2
A
AA (low)
The credit ratings referred to above have been
issued by Standard and Poor's Ratings Services,
Moody's Investors Service Ltd., Fitch Ratings and
DBRS,
each
of
which
is
established
European
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,
appear on the list of
credit rating agencies
published
on
the
website
of
the
Securities
and
Markets
(www.esma.europa.eu) in accordance with the
CRA Regulation.
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.

4. ESTIMATED TOTAL EXPENSES

Estimated total expenses (excluding AMF fees): EUR 2,650

5. YIELD

Indication of yield: 0.68 per cent. per annum.

The yield is calculated on the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. OPERATIONAL INFORMATION

(i) ISIN: XS1285221401
(ii) Common Code: 12852214
(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.
7. DISTRIBUTION
(i) Method of distribution: Syndicated
(ii) If syndicated:
(a) Names of Managers: Lead Manager:

Société Générale Bank and Trust

Co-Lead Managers: Banca Akros S.p.A. – Gruppo Bipiemme Banca Popolare de Milano 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