Société Générale — Capital/Financing Update 2016

Oct 6, 2016

FINAL TERMS DATED 3 OCTOBER 2016

SOCIÉTÉ GÉNÉRALE

Issue of EUR 500,000,000 0.125 per cent. Fixed Rate Notes due 5 October 2021 (the Notes)

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

Series no.: PA-58/16-10

Tranche no.: 1

Issue Price: 99.950 per cent.

Lead Manager Société Générale Bank & Trust

Sole Bookrunner Société Générale

Co-Lead Managers Coöperatieve Rabobank U.A. (Rabobank) DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main

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-58/16-10
	(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:		99.950 per cent. of the Aggregate Nominal Amount of the Tranche
6.	(i)	Specified Denomination:	EUR 100,000
	(ii)	Calculation Amount:	EUR 100,000
7.	Issue Date and Interest Commencement Date:		5 October 2016
8.	Maturity Date:		5 October 2021
9.	Interest Basis:		0.125 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:	Not Applicable
13.	(i) Status:	Unsubordinated Notes
	(ii) Date of corporate authorisations	Resolution of the Board of Directors dated

10 February 2016 and decision of the Issuer

dated 30 September 2016

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

for issue of the Notes:

14.	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	0.125 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	5 October in each year up to and including the Maturity Date
	(iii)	Business Day Convention:	Not Applicable
	(iv)	Additional Business Centres:	Not Applicable
	(v)	Fixed Coupon Amount(s):	EUR 125 per Note of EUR 100,000 Specified Denomination
	(vi)	Day Count Fraction:	Actual/Actual (ICMA)
	(vii)	Broken Amount(s):	Not Applicable
	(viii)	Resettable Notes	Not Applicable
	(ix)	Determination Date(s):	5 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:	EUR 100,000 per Note of EUR 100,000 Specified

			Denomination
20.		Early Redemption Amount(s):	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
22.	Additional Financial Centre(s) for the purposes of Condition 5(h) of the Terms and Conditions of the English Law Notes:		Not Applicable
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)):		Same Day Delivery
27.		Governing law:	The Notes and the Coupons and any non contractual 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.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms prepared in relation to Series PA-58/16-10, 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:	A
Moody's Investors Service Ltd.:	A2
Fitch Ratings:	A
DBRS Ratings Limited	A (high)

The Credit ratings referred to above have been issued by S&P Global Ratings, Moody's Investors Service Ltd., Fitch Ratings and DBRS Ratings Limited, 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 Authority (www.esma.europa.eu) in accordance with the CRA Regulation.

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. REASONS FOR THE OFFER AND ESTIMATED TOTAL EXPENSES

(i) Reasons for the offer: The net proceeds from the issue of the Notes will be allocated to finance and/or refinance eligible assets, in whole or in part, which comply with Société Générale's positive impact internal eligibility criteria.

Positive impact finance eligible assets are mainly

renewable energy. Renewable energy assets may include, but are not limited to, financing of or refinancing of loans in conception, construction and installation of renewable energy production units. These renewable energy assets are for descriptive purposes only and no assurance can be provided that the net proceeds of the Notes will be allocated to finance and/or refinance positive impact finance eligible assets with these specific characteristics during the term of the Notes.

As long as any of the Notes is outstanding, the Issuer will do its best effort to (i) allocate an amount equal to the net proceeds of the Notes to the financing and/or the refinancing positive impact finance eligible assets, and (ii) substitute any redeemed loans and/or loans that would no longer be eligible by other positive impact finance eligible assets.

Pending the allocation in positive impact finance eligible assets or should there be unallocated proceeds, the Issuer reserves its right to invest such unallocated proceeds in short term investments.

Payment of principal and interest in respect of the Notes will be made from general funds of the Issuer and will not, nor intends to be directly or indirectly linked to the performance of any positive impact finance eligible assets.

As long as any Note is outstanding, the Issuer undertakes to provide any Noteholder with an annual reporting regarding (i) allocation of net proceeds of the Notes to the financing and/or the refinancing of positive impact finance eligible assets and (ii) climate benefits based on ex-ante estimates of aggregated expected climate results. Such annual reporting will be reviewed by an independent auditor and published on the Issuer's website

http://www.societegenerale.com/fr/mesurer-notreperformance/investisseurs/investisseurs-dette.

(ii) Estimated total expenses: EUR 8,700

5. YIELD

Indication of yield: 0.135 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:	XS1500337644
	(ii)	Common Code:	150033764
	(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 & Trust

Co-Lead Managers:

Coöperatieve Rabobank U.A. (Rabobank) DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main

	(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