Société Générale — Capital/Financing Update 2016

Oct 13, 2016

FINAL TERMS DATED 11 OCTOBER 2016

SOCIÉTÉ GÉNÉRALE

Issue of AUD 150,000,000 4.875 per cent. Subordinated Tier 2 Notes due 13 October 2026 (the Notes)

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

Series no.: PA-059/16-10

Tranche no.: 1

Issue Price: 100 per cent.

Lead Manager Société Générale Bank & Trust

Joint Lead Managers Australia and New Zealand Banking Group Limited Nomura International plc 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 14 March 2016 which received visa no.16-076 on 14 March 2016 from the Autorité des marchés financiers (the AMF), as supplemented by the supplements dated 9 May 2016 and 9 August 2016 which received visa no. 16-164 and 16-393 from the AMF on 9 May 2016 and 9 August 2016 respectively (together, the Base Prospectus).

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-059/16-10
	(ii)	Tranche Number:	1
3.		Specified Currency:	Australian Dollar (AUD)
4.		Aggregate Nominal Amount:
	(i)	Series:	AUD 150,000,000
	(ii)	Tranche:	AUD 150,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount of the Tranche
6.	(i)	Specified Denominations:	AUD 200,000 and integral multiples of AUD 2,000 in excess thereof up to and including AUD 398,000. No Notes in definitive form will be issued with a denomination above AUD 398,000.
	(ii)	Calculation Amount:	AUD 2,000
7.	Issue Date and Interest Commencement Date:		13 October 2016
8.		Maturity Date:	13 October 2026

9.	Interest Basis:	4.875 per cent. Fixed Rate
		(further particulars specified below)
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
		(further particulars specified below)
11.	Change of Interest Basis:	Not Applicable
12.	Put/Call Options:	Redemption at the option of the Issuer
		(further particulars specified below)
13.	(i) Status:	Subordinated Notes
	(ii) Date of corporate authorisations for issue of the Notes:	Resolution of the Board of Directors dated 10 February 2016 and decision of the Issuer dated 7 October 2016

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	4.875 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Dates:	13 October in each year up to and including the Maturity Date
	(iii)	Business Day Convention:	Unadjusted
	(iv)	Additional Business Centres:	Not Applicable
	(v)	Fixed Coupon Amount(s):	AUD 97.50 per Note of AUD 2,000 Specified Denomination
	(vi)	Day Count Fraction:	Actual/Actual (ICMA)
	(vii)	Broken Amount:	Not Applicable
	(viii)	Resettable Notes	Not Applicable
	(ix)	Determination Dates:	13 October in each year
15.	Floating Rate Note Provisions		Not Applicable
16.	Zero Coupon Note Provisions		Not Applicable

PROVISIONS RELATING TO REDEMPTION

17.	Redemption at the option of the Issuer:	Not Applicable
18.	Redemption at the option of the Noteholders:	Not Applicable
19.	Final Redemption Amount:	AUD 2,000 per Note of AUD 2,000 Specified Denomination
20.	Early Redemption Amount(s):	AUD 2,000 per Note of AUD 2,000 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: No
• 22. Additional Financial Centres for the purposes of Condition 5(h) of the Terms and Conditions of the English Law Notes: TARGET2, Sydney and London
• 23. Talons for further Coupons to be attached to Definitive Bearer Notes: Not Applicable
• 24. Redenomination applicable: Not Applicable

25. Consolidation applicable: Not Applicable

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

27. 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, except for Condition 3(b) (Status of the Notes – Subordinated Notes) which shall be governed by, and 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

Same Day Delivery

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-059/16-10, 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:
			S&P Global Ratings: Moody's Investors Service Ltd.: Fitch Ratings:	BBB Baa3 A
			The Credit ratings referred to above have been issued by S&P Global Ratings, Moody's Investors Service Ltd. and Fitch Ratings, each of which is established in the European Union 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	and is 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.

4. REASONS FOR THE OFFER AND ESTIMATED TOTAL EXPENSES

(i)	Reasons for the offer:	See	"Use Prospectus	of	Proceeds"	wording	in	Base
(ii)	Estimated total expenses:		EUR 10,625

5. YIELD

Indication of yield: 4.875 per cent. per annum

The yield is calculated at the Issue Date and is not an indication of any future yield.

6. HISTORIC INTEREST RATES

Not Applicable

7. OPERATIONAL INFORMATION

• (i) ISIN: XS1503159219 (ii) Common Code: 150315921 (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

8. DISTRIBUTION

• (i) Method of distribution: Syndicated
• (ii) If syndicated:
• (a) Names of Managers: Lead Manager Société Générale Bank & Trust

Joint Lead Managers Australia and New Zealand Banking Group Limited Nomura International plc 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