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Société Générale Capital/Financing Update 2015

Aug 26, 2015

1671_rns_2015-08-26_23d69f8e-4780-4225-904c-0aaea989e4d6.pdf

Capital/Financing Update

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FINAL TERMS DATED 24 AUGUST 2015

SOCIÉTÉ GÉNÉRALE

Issue of USD 1,000,000,000 Floating Rate Notes due December 2019

(the Notes)

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

Series no.: PA 047/15-8

Tranche no.: 1

Issue Price: 100 per cent.

Lead Manager Société Générale Bank & Trust

Co-Lead Managers RBC Europe Limited The Toronto-Dominion Bank

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 (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).

1. (i) Issuer: Société Générale
2. (i) Series Number: PA 047/15-8
(ii) Tranche Number: 1
3. Specified Currency: USD
4. Aggregate Nominal Amount:
(i) Series: USD 1,000,000,000
(ii) Tranche: USD 1,000,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount of
the Tranche
6. (i) Specified Denomination(s): USD 1,000,000
(ii) Calculation Amount: USD 1,000,000
7. (i) Issue
Date
and
Interest
Commencement Date:
26 August 2015
8. Maturity Date: The Interest Payment Date scheduled to fall on or
nearest to 20 December 2019
9. Interest Basis: 3-month LIBOR + 0.91 per cent. Floating Rate
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
20 August 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 March,
20 June,
20 September
and
20 December
in
each
year
starting
on
20 December 2015
up
to
and
including
the
Maturity Date, in each case adjusted pursuant to
the Business Day Convention specified below.
There will be a long 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 LIBOR, except that in respect of the first
Interest Period, the rate is determined by linear
interpolation of 3-month LIBOR and 6-month
LIBOR.

Interest Determination
Date(s):
Second London business day prior to the start of
each Interest Period

Specified Time:
11.00 a.m. London time

Relevant Screen Page:
Reuters page LIBOR01

Reference Banks:
As selected by the Fiscal Agent

Conformed Copy

(vii) ISDA Determination: Not Applicable
(viii) Margin(s): + 0.91 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: USD 1,000,000
per
Note
of
USD 1,000,000
Specified Denomination
20. Early Redemption Amount(s) payable on
redemption on Withholding Tax Event,
Special Tax Event or on Event of
Default:
USD 1,000,000
per
Note
of
USD 1,000,000
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 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. Governing law: The Notes and
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 €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 PA047/15-8, 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:
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.
A
A2
A
AA (low)
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: EUR 3,400

Conformed Copy

5. YIELD

Indication of yield: Not Applicable

6. HISTORIC INTEREST RATES

Details of historic LIBOR rates can be obtained from Reuters.

7. OPERATIONAL INFORMATION

  • (i) ISIN: XS1280295830
  • (ii) Common Code: 128029583
  • (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:

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

Yes

Co-Lead Managers:

RBC Europe Limited The Toronto-Dominion Bank

(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