Société Générale — Capital/Financing Update 2016

May 18, 2016

Conformed Copy

FINAL TERMS DATED 17 MAY 2016

SOCIÉTÉ GÉNÉRALE

Issue of SGD 425,000,000 Callable Fixed to Fixed Resettable Subordinated Tier 2 Notes due 2026 (the Notes)

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

Series no.: PA-054 / 16-05

Tranche no.: 1

Issue Price: 100 per cent.

Société Générale Bank & Trust (the Lead Manager)

DBS Bank Ltd Oversea-Chinese Banking Corporation Limited Société Générale Corporate & Investment Banking

(the Joint-Bookrunners and, together with the Lead Manager, the Managers)

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 supplement dated 9 May 2016 which received visa no. 16-164 on 9 May 2016 from the AMF, (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-054 / 16-05
	(ii)	Tranche Number:	1
3.		Specified Currency:	Singapore Dollar (SGD)
4.	Aggregate Nominal Amount:
	(i)	Series:	SGD 425,000,000
	(ii)	Tranche:	SGD 425,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount of the Tranche
6.	(i)	Specified Denomination:	SGD 250,000
	(ii)	Calculation Amount:	SGD 250,000
7.	(i)	Issue Date and Interest Commencement Date:	19 May 2016

8.	Maturity Date:	The Interest Payment Date scheduled to fall on or nearest to 19 May 2026
9.	Interest Basis:	4.300 per cent. per annum Fixed Rate Resettable
		(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
11.	Change of Interest Basis:	Applicable
		(see paragraph 14 (viii) below)
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

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	Applicable
	(i)	Rate(s) of Interest:	4.300 per cent. per annum payable semi-annually in arrear until the First Reset Date
			Resettable Notes
	(ii)	Interest Payment Date(s):	19 May and 19 November in each year commencing on 19 November 2016 up to and including the Maturity Date in each case adjusted in accordance with the Business Day Convention specified below
	(iii)	Business Day Convention:	Modified Following Business Day Convention
	(iv)	Additional Business Centres:	TARGET2, Singapore and London
	(v)	Fixed Coupon Amount(s):	Unless previously redeemed, on each Interest Payment Date, the Issuer shall pay to the Noteholders, for each Note, an amount determined by the Calculation Agent as follows:
			Rate of Interest x Specified Denomination x Day

13 May 2016.

Conformed Copy

			Count Fraction
	(vi)	Day Count Fraction:	Actual/365 (Fixed)
	(vii)	Broken Amount(s):	Not Applicable
	(viii)	Resettable Notes	Applicable
	-	Initial Rate of Interest	4.300 per cent. per annum payable semi-annually in arrear
	-	First Margin	2.335 per cent. per annum
	-	Subsequent Margin	Not Applicable
	-	First Reset Date	The Interest Payment Date falling on or about 19 May 2021
	-	Second Reset Date	Not Applicable
	-	Subsequent Reset Date(s)	Not Applicable
	-	Relevant Screen Page	5-year SGD Swap Offer Rate (Ask), available on the Bloomberg page SDSW5 TPRA Curncy
	-	Mid-Swap Rate	Single Mid-Swap Rate
	-	Mid-Swap Term	5 years
	-	Mid-Swap Maturity	5 years
	-	Reset Determination Date	The day falling 2 (two) Singapore Business Days prior to the relevant Reset Date
			(specify in relation to each Reset Date)
	-	Relevant Time	11 am Singapore
	(ix)	Determination Date(s):	Not Applicable
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:	Applicable

	(i)	Optional Redemption Date(s):	The First Reset Date
	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):	SGD 250,000 per Note of SGD 250,000 Specified Denomination
	(iii)	If redeemable in part:	Not Applicable
	(iv)	Notice period (if other than as set out in the Conditions):	Notice Periods as set out in the Terms and Conditions of the English Law Notes
18.	Redemption	at the option of the Noteholders:	Not Applicable
19.	Final Redemption Amount:		SGD 250,000 per Note of SGD 250,000 Specified Denomination
20.		Early Redemption Amount(s):	SGD 250,000 per Note of SGD 250,000 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 Centre(s) for the purposes of Condition 5(h) of the Terms and Conditions of the English Law Notes:		TARGET2, Singapore 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)):	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, except for Condition 3(b) 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 to trading on Euronext Paris and 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-054 / 16-05, 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: 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

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.

Regulation.

European Securities and Markets Authority (www.esma.europa.eu) in accordance with the CRA

4. ESTIMATED TOTAL EXPENSES

(i) Estimated total expenses: EUR 10,900

5. YIELD (Fixed Rate Notes only)

Indication of yield: Applicable

4.300 per cent. per annum up to the First Reset Date.

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

6. HISTORIC INTEREST RATES (Floating Rate Notes only)

Not Applicable

7. OPERATIONAL INFORMATION

• (i) ISIN: XS1413590610
• (ii) Common Code: 141359061
• (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: Société Générale Bank & Trust (the Lead Manager)

DBS Bank Ltd

Oversea-Chinese Banking Corporation Limited

• Société Générale
• (b) Date of Subscription Not Applicable

Agreement:

• (c) Stabilising Manager (if any): Société Générale (as Manager) on behalf of Société Générale Bank & Trust (iii) If non-syndicated, name of relevant Dealer: Not Applicable
• (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