Société Générale — Capital/Financing Update 2015

Jun 10, 2015

FINAL TERMS DATED 8 JUNE 2015

SOCIÉTÉ GÉNÉRALE

Issue of AUD 50,000,000 Fixed Rate Subordinated Tier 2 Notes due 2025 (the Notes)

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

Series no.: PA 040 / 15-06

Tranche no.: 1

Issue Price: 100 per cent.

Société Générale Bank & Trust

(the Dealer)

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 which received visa no. 15-112 from the AMF on 26 March 2015 and dated 19 May 2015 which received visa no. 15-207 from the AMF on 19 May 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 040 / 15-06
	(ii)	Tranche Number:	1
3.		Specified Currency:	Australian Dollar (AUD)
4.		Aggregate Nominal Amount:
(i)	Series:		AUD 50,000,000
(ii)	Tranche:		AUD 50,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount of the Tranche
6.	(i) Specified Denomination(s):		AUD 500,000
	(ii)	Calculation Amount:	AUD 500,000
7.	(i)	Issue Date and Interest Commencement Date:	10 June 2015
8.	Maturity Date:		10 June 2025

9.	Interest Basis:	5.70 per cent. Fixed 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:	Subordinated 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 8 June 2015.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions	Applicable
(i)	Rate(s) of Interest:	5.70 per cent. per annum, payable annually in arrear
(ii)	Interest Payment Date(s):	10 June in each year up to and including the Maturity Date.
(iii)	Business Day Convention:	Not Applicable
(iv)	Fixed Coupon Amount(s):	AUD 28,500 per Note of AUD 500,000 Specified Denomination
(v)	Day Count Fraction:	Actual/Actual ICMA
(vi)	Broken Amount(s):	Not Applicable
(vii)	Resettable Notes	Not Applicable
(viii)	Determination Date(s)	10 June in each year
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:	AUD 500,000 per Note of AUD 500,000 Specified Denomination
20.	Early Redemption Amount(s) payable on redemption on Capital Event, Tax Deductibility Event, Withholding Tax	AUD 500,000 per Note of AUD 500,000 Specified Denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Event, Special Tax Event:

• 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: Not Applicable
• 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: Sydney, London and TARGET2
• 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 any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in

Same Day Delivery

accordance with, English law except for Condition 3(b) (Status of the Notes) of the English Law Notes which shall be governed by, and shall be construed in accordance with, French 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 PA 040 / 15-06, Tranche 1.

Signed on behalf of the Issuer:

By: M. Hervé Audren de Kerdrel

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:	BBB Baa3 A
			The Credit ratings referred to above have been issued by Standard and Poor's Ratings Services, Moody's Investors Service Ltd. and Fitch Ratings, each of which is established in the European Union and is registered under 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 published on the website of the European Securities and Markets (www.esma.europa.eu) in accordance with the CRA Regulation.	Authority

3. NOTIFICATION

Not Applicable

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

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

5. REASONS FOR THE OFFER AND ESTIMATED TOTAL EXPENSES

(i)	Reasons for the offer:	See	"Use	of	Proceeds"	wording	in	Base
			Prospectus

(ii) Estimated total expenses: EUR 5,350

6. YIELD (Fixed Rate Notes only)

Indication of yield: 5.70 per cent.

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

7. HISTORIC INTEREST RATES (Floating Rate Notes only)

Not Applicable

8. OPERATIONAL INFORMATION

• (i) ISIN: XS1244831829
• (ii) Common Code: 124483182
• (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: No

9. DISTRIBUTION

(i) Method of distribution: Non Syndicated (ii) If syndicated: (a) Names of Managers: Not Applicable (b) Date of Subscription Not Applicable

Agreement:

	(c)	Stabilising Manager (if any):	Not Applicable
	(iii)	If non-syndicated, name of relevant Dealer:	Société Générale Bank &Trust
	(iv)	Total commission and concession:	Not Applicable
	(v)	U.S. selling restrictions:	Regulation S compliance category 2 TEFRA D
	(vi)	Additional selling restrictions:	Not Applicable
10.		PUBLIC OFFERS
		Non-exempt Offer:	Not Applicable