Société Générale — Capital/Financing Update 2016

Feb 18, 2016

FINAL TERMS DATED 17 FEBRUARY 2016

SOCIÉTÉ GÉNÉRALE

Issue of EUR 750,000,000 0.75 per cent. Fixed Rate Notes due 19 February 2021 (the Notes)

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

Series no.: PA-53/16-02

Tranche no.: 1

Issue Price: 99.420 per cent.

Sole Bookrunner Société Générale Corporate & Investment Banking

Lead Manager Société Générale Bank & Trust

Co-Lead Managers Banca Akros S.p.A. – Gruppo Bipiemme Banca Popolare de Milano Banco de Sabadell S.A. Bankinter, S.A.

DZ BANK AG Landesbank Baden-Württemberg MPS Capital Services S.p.A.

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, 10 August 2015, 5 October 2015, 13 November 2015, 4 January 2016 and 12 February 2016 which received visa no. 15-112, 15-207, 15-288, 15-445, 15-514, 15-585, 16-001 and 16-046 from the AMF on 26 March 2015, 19 May 2015, 22 June 2015, 10 August 2015, 5 October 2015, 13 November 2015, 4 January 2016 and 12 February 2016 respectively (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-53/16-02
	(ii)	Tranche Number:	1
3.		Specified Currency:	EUR
4.		Aggregate Nominal Amount:
(i)	Series:		EUR 750,000,000
(ii)	Tranche:		EUR 750,000,000
5.	Issue Price:		99.420 per cent. of the Aggregate Nominal Amount of the Tranche
6.	(i)	Specified Denomination:	EUR 100,000
	(ii)	Calculation Amount:	EUR 100,000
7.	Date:	Issue Date and Interest Commencement	19 February 2016
8.	Maturity Date:		19 February 2021

9.	Interest Basis:	0.75 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 for issue of the Notes:	Resolution of the Board of Directors dated 10 February 2016 and decision of the Issuer dated 17 February 2016.

PROVISIONS RELATING TO INTEREST PAYABLE

14.	Fixed Rate Note Provisions	Applicable
(i)	Rate of Interest:	0.75 per cent. per annum payable annually in arrear
(ii)	Interest Payment Dates:	19 February in each year
(iii)	Business Day Convention:	Not Applicable
(iv)	Fixed Coupon Amount:	EUR 750 per Note of EUR 100,000 Specified Denomination
(v)	Day Count Fraction:	Actual/Actual (ICMA)
(vi)	Broken Amount(s):	Not Applicable
(vii)	Resettable Notes	Not Applicable
(viii)	Determination Dates:	19 February in each year up to and including the Maturity Date commencing on 19 February 2017
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: EUR 100,000 per Note of EUR 100,000 Specified Denomination 20. Early Redemption Amount payable on redemption on Withholding Tax Event, Special Tax Event or on Event of Default: 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. "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, 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-53/16-02, Tranche 1.

Signed on behalf of the Issuer:

By: Philippe HEIM

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 Financial Inc.: Moody's Investors Service Ltd.: Fitch Ratings: DBRS:	A A2 A A (high)
			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, appears on the list of credit rating agencies published on the website of the Securities and Markets	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.

CRA Regulation.

4. ESTIMATED TOTAL EXPENSES

Estimated total expenses: EUR 8,700

5. YIELD

Indication of yield: 0.869 per cent. per annum.

(www.esma.europa.eu) in accordance with the

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

6. OPERATIONAL INFORMATION

	(i)	ISIN:	XS1369614034
	(ii)	Common Code:	136961403
	(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.
7.		DISTRIBUTION
	(i)	Method of distribution:	Syndicated
	(ii)	If syndicated:
	(a)	Names of Managers:	Sole Bookrunner: Société Générale Corporate & Investment Banking

Lead Manager: Société Générale Bank and Trust

Co-Lead Managers: Banca Akros S.p.A. – Gruppo Bipiemme Banca

		Popolare de Milano Banco de Sabadell S.A. Bankinter, S.A. DZ BANK AG Deutsche Zentral Genossenschaftsbank, Frankfurt am Main Landesbank Baden-Württemberg MPS Capital Services S.p.A.
(b)	Stabilising Manager (if any):	Société Générale as agent for Société Générale Bank and Trust
(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