Société Générale — Capital/Financing Update 2016

Mar 3, 2016

FINAL TERMS

Dated 29 February 2015

Société Générale

Issue of up to 35,000,000 commodity Linked Warrants Unconditionally and irrevocably guaranteed by Société Générale under the Warrants Issuance Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth under the heading "Terms and Conditions of the Warrants" in the base prospectus dated 31 July 2015, as amended by the supplements thereto dated 21 September 2015, 27 October 2015, 4 December 2015 and 14 January 2016 (which constitutes a Base Prospectus for the purposes of article 5.4 of the Prospectus Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a Member State). This document constitutes the Final Terms of the Warrants described herein for the purposes of Article 5.4 of the Prospectus Directive and Article 8.4 of the loi luxembourgeoise relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended, which implements the Prospectus Directive and must be read in conjunction with the Base Prospectus and any supplements thereto and any other supplement published prior to the Issue Date (as defined below) (Supplement(s)); provided, however, that to the extent such Supplement (i) is published after these Final Terms have been signed or issued and (ii) provides for any change to the Terms and Conditions as set out under the heading "Terms and Conditions of the Warrants", such change(s) shall have no effect with respect to the terms and conditions of the Warrants to which these Final Terms relate. Full information on the Issuer, the Guarantor and the offer of the Warrants is only available on the basis of the combination of these Final Terms, the Base Prospectus and any Supplement(s).

A summary of the Warrants (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. Copies of the Base Prospectus, any Supplement(s) and these Final Terms are available for inspection from the head office of the Issuer, the Guarantor, the specified offices of the Paying Agents and on the website of the Issuers (www.sqlistedproducts.co.uk).

$\ddagger$	Date on which the Warrants become fungible:	Not applicable
2.	Settlement Currency: (i)	USD
	(ii) Currency conversion in. accordance with Condition 1 of the General Terms and Conditions:	Not applicable
3.	Number of Warrants:	Up to 35,000,000
4.	Issue Price:	USD 1 per Warrant
5.	Issue Date:	02/03/2016
6.	Notional Amount per Warrant:	USD 1
7.	Expiration (European Date Style Warrants):	01/03/2021 or (if such a date is not a Business Day) the immediately succeeding Business Day.
8.	Settlement Date: (i)	Ten Business Days following the Expiration Date
	(ii) Scheduled Settlement Date (applicable in respect of Physical Delivery Warrants only):	Not applicable
9.	Type of Warrants:	Unsecured

European

The Warrants are Call Warrants

The Warrants are Commodity Linked Warrants

The Warrants are Formula-Linked Warrants

The provisions of the following Additional Terms and Conditions apply:

Additional Terms and Conditions relating to Formulae

Additional Terms and Conditions for Commodity Linked Warrants

Such Additional Terms and Conditions contain, amongst others, the provisions for determining any amount where calculation is impossible or impracticable

3.3.1 (Reverse Convertible), as described in the Additional Terms and Conditions relating to Formulae. Option 1 (Final Barrier only) is applicable.

10.

Reference of the Product:

PROVISIONS RELATING TO SETTLEMENT

11.	Type of Settlement:	The Warrants are Cash Settled Warrants
12.	Cash Settlement Amount:	As set out in Condition 5.1 of the General Terms and Conditions
13.	Conversion Rate:	Not applicable
14.	Substitute Conversion Rate:	Not applicable
15.	Physical Delivery Warrant Provisions:	Not applicable
16.	Parity:	Not applicable
17.	Final Settlement Price:	Unless previously exercised or cancelled in accordance

with the Terms and Conditions, the Final Settlement Price per Warrant shall be an amount calculated in accordance with the following formulae:

Condition 3.3.1.3 shall apply in conjunction with Condition 3.3.0.1, Option 1 (Final Barrier only) of the Additional Terms and Conditions relating to Formulae shall apply as follows:

Scenario 1:

If on Valuation Date(T), ReferenceFormula_FinalBarrier(RVD(T)) is higher than or equal to FinalBarrier, then:

Final Settlement Price = Notional Amount x Product Formula(T)

Product Formula(T) = BaseSettlementLevel FSP 1 + Payout_FSP_ + Max(FinalFloor_1; Min(FinalCap_1; FinalParticipation_1 x (ReferenceFormula_Final_1(RVD(T)) - FinalStrike_1)))

Scenario 2:

If on Valuation Date(T), ReferenceFormula_FinalBarrier(RVD(T)) is lower than FinalBarrier, then:

Final Settlement Price = Notional Amount x Product Formula(T)

Product Formula(T) = BaseSettlementLevel_FSP_2 + Max(FinalFloor_2; Min(FinalCap_2; FinalParticipation_2 x (ReferenceFormular Final 2(RVD(T)) - FinalStrike 2)))

Where:

BaseSettlementLevel FSP 1 means 100%;

		BaseSettlementLevel_FSP_2 means 100%;
		Final Barrier means 0%;
		Payout_FSP_ means 0%;
		FinalFloor_1 means 0%;
		FinalFloor_2 means -100%; ReferenceFormula_Final_1(RVD(T)) means
		Performance(T);
		ReferenceFormula_Final_2(RVD(T)) means
		Performance(T);
		FinalCap_1 is not applicable, as per condition 2.3 of the
		Additional Terms and Conditions Relating to Formulae;
		FinalCap_2 means 0% FinalParticIpation_1 means a percentage between 150%
		(inclusive) and 210% (inclusive) which will be determined
		by the Calculation Agent and published on the website of
		the Issuer www.sglistedproducts.co.uk as soon as
		reasonably possible following Valuation Date(0);
		FinalParticipation_2 means 100%;
		FinalStrike_1 means 0%;
		FinalStrike_2 means 0%; ReferenceFormula_FinalBarrier(RVD(T)) means
		Performance(T);
		Valuation Date(T) means 01 March 2021.
18.	Averaging Date(s):	Not applicable
19.	Optional Early Expiration at the option of	Not applicable
	the Issuer:
20.	Optional Early Expiration at the option of Not applicable
	the Warrantholder:
21.	Event-linked Early Expiration:	Not applicable
22.	the Issuer:	Trigger early settlement at the option of Applicable as per Condition 5.8 of the General Terms and Conditions
23.	Early Trigger Level Settlement Amount(s) payable:	As per Condition 5.8 of the General Terms and Conditions
24.	Structured Amount Warrants:	Not applicable
	PROVISIONS RELATING TO EXERCISE
25.	Exercise:	Automatic Exercise
	(i) Exercise Price:	USD 0
	Minimum Exercise Number: (ii)	Not applicable
	Maximum Exercise Number: (iii)	Not applicable
	$-4-$

Units Not applicable $(iv)$

Bond Linked Warrants Provisions 27.

Credit Linked Warrants Provisions

Not applicable

Not applicable

PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY

28.

$(i)$

Underlying(s):

The following Commodity Index as defined below:

Index Name	Bloomberg Ticker	Index Sponsor	Exchange	Web Site
Bloomgerg Commodity Index	BCOM Index	Bloomberg Index	New York Stock Exchange, Inc.	www.bloomberg.com

$(ii)$ Information relating to the past and future performances of the Underlying(s) and volatility:

$(iii)$ Provisions relating, amongst others, to the Market Disruption Disruption Event(s) and/or Event(s) and/or Extraordinary and/or Monetisation Event(s) until the Expiration Date and/or any additional disruption event as described in the relevant Additional Terms and Conditions:

Other information relating to the $(iv)$ Underlying(s):

Information relating to the performance of the Underlying is available on the website or screen page specified above and details regarding the volatility of the Underlying can be obtained, upon request, at the London office of Societe Generale and at the office of the Agent.

The provisions of the following Additional Terms and Conditions apply:

Additional Terms and Conditions for Commodity Linked Warrants.

Information or summaries of information included herein with respect to the Underlying has been extracted from general databases released publicly or by any other available information. Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published, no facts have been omitted which would render the reproduced information inaccurate or misleading.

DEFINITIONS

$(i)$

29.

Definitions relating to date(s):

Applicable

Valuation Date(s)

Valuation Date(0) or the "Initial Valuation Date":

Valuation Date(T) or the "Final Valuation Date"

Definitions relating to Product:

Closing Price

$(ii)$

$S(i)$ $(i from 0 to T)$

Performance(T)

01/03/2021

01/03/2016

Applicable, subject to the provisions of the Additional the Terms and Conditions relating to Formulae.

As specified in Condition 1.3 of the Additional Terms and Conditions for Commodity Linked Warrants as follows:

The closing level of the Underlying determined and made public by the Index Sponsor for that date.

The Commodity Reference Price as defined in the Additional Terms and Conditions for Commodity Linked Warrants as of such date (i) (as if such day (i) were a Valuation Date for the purpose of the Additional Terms and Conditions relating to such Underlying (respectively Underlying(k))

As defined in Condition 4.1 of the Additional Terms and Conditions relating to Formulae:

$(S(T)/S(0)) - 1$

PROVISIONS RELATING TO SECURED WARRANTS

30.	Secured Warrant Provisions:	Not applicable
	PROVISIONS RELATING TO PORTFOLIO LINKED WARRANTS
31.	Portfolio Linked Warrant Provisions:	Not applicable
	GENERAL PROVISIONS APPLICABLE TO THE WARRANTS
32.	Provisions applicable to payment date(s):
	Payment Business Day: $\blacksquare$	Following Payment Business Day
	Financial Centre(s): $\sim$	TARGET 2 and New York
33.	Events of Default:	Applicable
34.	Minimum Trading Number:	1 Warrants

1. Form of the Warrants: Registered Global Warrant registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg

Tax Gross Up (Condition 6.2 of the 36. General Terms and Conditions):

Not applicable

$37.$ Date of corporate authorisation obtained Not applicable for the issuance of Warrants:

Signed on behalf of the Issuer:

By: Eric RABIN
Société Générale
Global Markets
Chief Operating Officer Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\overline{1}$ .

$(i)$ Listing:

$(ii)$ Admission to trading: Application has been made for the Warrants to be listed on the official list of the Luxembourg Stock Exchange

Application has been made for the Warrants to be admitted to trading on the EURO MTF market of the Luxembourg Stock Exchange with effect from the issue date.

There can be no assurance that the listing and trading of the Warrants will be approved with effect on the Issue Date or at all.

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$2.$ RATINGS

$\boldsymbol{A}$

The Warrants to be issued have not been rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER $3.$

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

USE OF PROCEEDS, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Use of proceeds:	Not applicable
(ii)	Estimated net proceeds:	Not applicable

$(iii)$ Estimated total expenses: Not applicable

5. PERFORMANCE OF FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS

The Warrants are settled in USD.

If on the Final Valuation Date the official closing price of the commodity Index is higher than or equal to its official closing level on the Initial Valuation Date, then the higher the performance of the index on Valuation Date(T), the higher the net value of the Warrant at expiration, subject to a minimum of USD 1.

If on the Final Valuation Date the official closing price of the commodity index is lower than its official closing level on the Initial Valuation Date, then the lower the performance of the Index on Valuation Date(T), the lower the value of the Warrant at expiration.

Holders of the Warrants will only make a positive return on their investment provided the net value of the Warrant exceeds the price paid for the Warrant.

Prior to expiry, the value of the Warrant is affected by numerous factors, including changes in the

$-8 -$

value of an Underlying, time to expiry, interest and exchange rates, changes in dividend or coupon payments as well as levels of market volatility. These may have a net positive or negative impact on the value of the Warrants.

Further information can be obtained from the website of Societe Generale, www.sglistedproducts.com

6. OPERATIONAL INFORMATION

• $(i)$ Security identification code(s):
• ISIN code:

FR0013118304

136526740

Common code:

$(ii)$ Clearing System(s): Euroclear / Clearstream, Luxembourg, each having the following address:

• Euroclear: 1 boulevard du Roi Albert II, B-1210, Brussels, Belgium;

• Clearstream: 42 avenue J F Kennedy, L-1855, Luxembourg

$(iii)$ Delivery: Delivery against payment $(iv)$ Calculation Agent: Société Générale 29, boulevard Haussmann, 75009 Paris, France Société Générale Bank & Trust $(v)$ Agent(s): 11, avenue Emile Reuter 2420 Luxembourg

DISTRIBUTION $\mathbf{Z}$

Method of distribution: $(i)$

Non-syndicated

Société Générale

Names and addresses and underwriting any commitment of the Dealer(s):

$(ii)$ Total commission and concession:

Not applicable

$(iii)$ Non-exempt Offer: Applicable

A Non-exempt offer of the Warrants may be made by the Dealer and any Initial Authorised Offeror below mentioned in the Public Offer Jurisdiction - the consent only extends to the use of this Base Prospectus to make Non-exempt Offers of the Warrants in the United Kingdom (Public Offer Jurisdiction) during the offer

29, boulevard Haussmann, 75009 Paris, France

period (Offer Period) as specified in the paragraph "Public Offers in European Economic Area" below.

Individual Consent / Name(s) $(iv)$ and addresse(s) of any Initial Authorised Offeror:

Applicable

The Initial Authorised Offeror is Couts & Co., 440 Strand, London WC2R 0QS

• $(v)$ General Consent: Not applicable
• $(vi)$ Other conditions to consent: Not applicable

$8₁$

PUBLIC OFFERS IN EUROPEAN ECONOMIC AREA

Public Offer Jurisdiction(s):

Offer Period:

Offer Price:

Description

process:

of

the

application

Conditions to which the offer is subject:

United Kingdom

From (and including) 29 February 29 to (and including) 01 March 2016

Issue Price, which will be increased by fees, if any, as mentioned below in section "Amount of any expenses and taxes specifically charged to the subscriber or purchaser" below.

Offers of the Warrants are conditional on their issue and on any additional conditions set out in the standard terms of business of the Financial Intermediaries, notified to investors by such relevant Financial Intermediaries.

The Issuer reserves the right to close the Offer Period prior to its stated expiry for any reason.

The Issuer reserve the right to withdraw the offer and cancel the issuance of the Warrants for any reason at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercise such right, no potential investor shall be entitled to subscribe or otherwise acquire the warrants.

The distribution activity will be carried out in accordance with the Financial Intermediary's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription of the Warrants.

Details of the minimum and/or the maximum amount of the application:

Details of the method and time limits for paying up and delivering the Warrants:

Manner and date in which results of the offer are to be made public:

Whether Issue(s) has/have been reserved for certain Countries:

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Amount of any expenses and taxes spercifically charged to the subscriber or purchaser:

The Warrants will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. The settelment and

Minimum amount of application: 100 Warrants

delivery of the Warrants will be executed through the Dealer mentioned above. Investors will be notified by the relevant Financial Intermediary of their allocations of Warrants and the settlement arrangement in respect therof.

Publication on the website of the Issuer www.listedproducts.co.uk and $\mathsf{in}$ a daily newspaper of general circulation in the relevant place(s) of listing and/or public offer at the end of the subscription period if required by location regulation.

Not applicable

Each investor will be notified by the Initial Authorised Offeror of its allocation of Warrants after the end of the Offer Period. None of the Issuer, Guarantor or the Dealer is responsible for such notification.

No dealings in Warrants may take place prior to the Issue Date.

charge in connection Taxes with the subscription, transfer, purchase or holding of the Warrants must be paid by the Warrantholders and netiehr the Issuer nor the Guarantor shall have any obligation in relation thereto; in that Warrantholders should consult respect, professional tax advisers to determine the tax regime applicable to their own situation. The Warrantholders should also consult the Taxation section in the Base Prospectus.

Subscription fees or purchase fees: none

None

Names(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

ADDITIONAL INFORMATION 9.

Minimum investment in the 100 Warrants Warrants:

Minimum trading: 1 Warrants

À

$\tilde{\omega}$

ISSUE SPECIFIC SUMMARY

Summaries are made up of disclosure requirements known as Elements, the communication of which is required by Annex XXII of the Commission Regulation (EC) No 809/2004 as amended. These elements are numbered in Sections $A - E(A.1 - E.7)$ .

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "Not applicable".

		Section A - Introduction and warnings
A.1	Warning	This summary must be read as an introduction to the base prospectus.
		Any decision to invest in the warrants should be based on a consideration of the base prospectus as a whole by the investor.
		Where a claim relating to the information contained in the base prospectus and the applicable Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the base prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled this summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the base prospectus or it does not provide, when read together with the other parts of this base prospectus, key information in order to aid investors when considering whether to invest in the warrants.
A.2	Consent to the use of the Base Prospectus	The Issuer consents to the use of this base prospectus relating to a warrants issuance programme (the Programme) pursuant to which each of Société Générale, SG Issuer, SGA Société Générale Acceptance N.V. and Société Générale Effekten GmbH may from time to time issue warrants (the Base Prospectus) in connection with a resale or placement of warrants issued under the Programme (the Warrants) in circumstances where a prospectus is required to be published under the article 5.4 of Directive 2003/71/EC as amended (the Prospectus Directive) (a Non-exempt Offer) subject to the following conditions:
		- the consent is only valid during the offer period from 29/02/2016 to 01/03/2016 (the Offer Period);
		- the consent given by the Issuer for the use of the Base Prospectus to make the Non- exempt Offer is an individual consent (an Individual Consent) in respect of Coutts & Co of 440 Strand, London, WC2R 0QS (the Initial Authorised Offeror) and if the Issuer appoints any additional financial intermediaries after 29/02/2016, date of the final terms (the Final Terms) and publishes details of them on its website, each financial intermediary whose details are so published (each an Additional Authorised Offeror); and
		- the consent only extends to the use of this Base Prospectus to make Non-exempt Offers of the Warrants in the United Kingdom.

	The information relating to the conditions of the Non-exempt Offer shall be provided to the investors by any Initial Authorised Offeror at the time the offer is $\vert$
	made.

		Société Générale (or the Issuer)
B.1	Legal and
	commercial
	name of the issuer
		Domicile: 29, boulevard Haussmann, 75009 Paris, France.
B.2	Domicile,	Legal form: Public limited liability company (société anonyme).
	legal form,	Legislation under which the Issuer operates: French law.
	legislation	Country of incorporation: France.
	and country
	of
	incorporatio n
B.4b	Known	2014 was another challenging year for the economy, with global activity posting only
	trends	moderate growth that varied by region. This trend is expected to carry over into 2015,
	affecting	which is shaping up to deliver a weaker-than-expected global economic recovery amid
	issuer the the and	myriad uncertainties both on the geopolitical front and on the commodity and forex markets.
	industries
	in which it	The euro zone is struggling to return to more dynamic growth, thus slowing the
	operates	reduction of public deficits. Interest rates should remain at record lows, but the
		deflationary risk should be kept under control by the intervention of the ECB which has
		announced the implementation of a more accommodative monetary policy and the use
		of its balance sheet to support growth. The depreciation of the euro and falling oil prices
		should help boost exports and stimulate domestic demand. The US economy should
		stay on a positive track and the Fed is expected to begin tightening its monetary policy mid-year. Emerging countries have entered a phase of more moderate growth, in
		particular China. Russia's economy is struggling with the consequences of the
		Ukrainian crisis coupled with the drop in commodity prices.
		From a regulatory standpoint, 2014 saw the implementation of the Banking Union. The
		European Central Bank took the helm of the Single Supervisory Mechanism, overseeing
		some 130 euro zone banks, with the aim of strengthening the banking system, restoring
		the confidence of economic operators, harmonising banking supervision rules and
		reducing the link between banks and their national authorities.
		In terms of regulatory ratios, the Société Générale Group (the Group) can already meet
		the new requirements.
		The Group offers a wide range of advisory services and tailored financial solutions to
B.5	Description	individual customers, large corporate and institutional investors. The Group relies on
	οf ≞ the	three complementary core businesses:
	issuer's group	French Retail Banking; $\bullet$
	and the issuer's	International Retail Banking, Financial Services and Insurance; and ٠
	position
		Corporate and Investment Banking, Private Banking, Asset and Wealth ٠

	within the	Management and Securities Services.
	group	The Issuer is the parent company of the Group.
B.9	Figure оf	Not applicable. The Issuer does not make any figure of profit forecast or estimate.
	profit
	forecast Оľ
	estimate of
	the issuer
B.10	Nature of any	Not applicable. The audit report does not include any qualification.
	qualificatio the in. ns audit report
	the on
	historical
	financial
	information

B.12	Selected historical key financial information		9 months 2015 30.09.2015 (non audited)	Year ended 2014 (audited, except as mentioned otherwise (*))	9 months 2014 30.09.2014 (non audited) $(*)$	Year ended 2013 (audited) (1)
	regarding the issuer	Results (in millions of euros)
		Net Banking Income	19,586	23,561	17,432	22,433
		Operating income	5.134	4,557 $(*)$	$3,546$ (*)	2,336
		Net income	3,662	$2,978$ (*)	$2,355$ (*)	2,394
		Group Net income	3,345	$2,679$ (*)	$2,130 (*)$	2,044
		French retail Banking	1,102	$1,204$ (*)	$956$ (*)	1,196
		International Retail Banking & Financial Services	793	370 $(*)$	302 $(*)$	983
		Global Banking and Investor Solutions	1,533	$1,909$ (*)	$1,487$ (*)	1,206
		Corporate Centre	(83)	$(804)$ (*)	$(615)$ $(*)$	(1, 341)
		Net cost of risk	(1,908)	(2,967)	(2061)	(4,050)
		Cost/income ratio (2)	65.7%	68% $(*)$	66.5% $(*)$	67.0%
		ROE after tax (3)	9.0%	5.3%	5.8%	4.1%
		Tier 1 Ratio	13.2%	12.6 %	13.0%	11.8%
		Activity (in billions of euros)
		Total assets and liabilities	1,351.8	1,308.2	1,291.7	1,214.2
		Customer Ioans	379.4	344.4	348.0	332.7
		Customer deposits	373.2	349.7	340.0	334.2
		Equity (in billions of euros)
		Group shareholders' lequity	57.9	55.2	55.0	50.9
		Total consolidated equity	61.5	58.8	57.7	54.0
		Cash flow statements (in millions of euros)
		Net inflow (outflow) in cash and cash equivalent	N/A	(10, 183)	N/A	(981)
		(1) of IFRS 10 & 11. (2) IFRIC 21. (3) in 9M 14. $(*)$ publication of adjusted data for the previous financial year.				Items relating to the results for 2013 have been restated due to the implementation Excluding the revaluation of own financial liabilities and DVA, PEL/CEL and 50% Group ROE calculated excluding collective provisions for litigation issues, non- economic items, PEL/CEL provision and adjusted for the effect of the implementation of the IFRIC 21 standard, as well as the goodwill write-down on the Russian activities and the badwill recognised on the consolidation of Newedge in 2014. Annualised calculation, ROE in absolute terms of 9.0% in 9M 15 and 5.8% Note that the data for the 2014 financial year have been restated, due to the implementation on January $1^{st}$ , 2015 of the IFRIC 21 standard resulting in the

	No material adverse change in. the prospects of the Issuer since the date of its last published audited financial statements	There has been no material adverse change in the prospects of the Issuer since 31 December 2014.
	Significant changes in the Issuer's financial or trading position subsequent the to period covered by the historical financial information	Not applicable. There has been no significant change in the Issuer's financial or trading position since 30 September 2015.
B.13	Recent events particular to the Issuer which are to material a extent relevant to the evaluation of the Issuer's solvency	Not applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency.
B.14	Statement to as whether the Issuer is dependent upon other entities within the group	See Element B.5 above for the description of the Issuer's position within the Group. Société Générale is the ultimate holding company of the Group. However, Société Générale operates its own business; it does not act as a simple holding company vis-à- vis its subsidiaries.

÷,

B.15	Description the 0f	See Element B.5 above.
	Issuer's principal activities

$\mathcal{A}_0$

$\delta_{(n)}^0$

B.16	the To extent	Not applicable. To its knowledge, Société Générale is not owned or controlled, directly or indirectly (under French law) by another entity.
	known to the
	Issuer, whether the
	is Issuer directly OГ
	indirectly
	owned or controlled
	by and
	whom, and description
	the of
	of nature such
	control

	Section C - Securities
C.1	Type and the class of the securities being offered and/or admitted tο trading, including any security identification number	The Warrants are linked to a commodity index (commodity Linked Warrants). Euroclear/Clearstream, each Clearing System(s): having the following address: Euroclear: 1 boulevard du Roi Albert II, B-1210, Brussels, Belgium Clearstream: 42 avenue J F $L-1855,$ Kennedy, Luxembourg FR0013118304 ISIN code: 136526740 Common code:
C.2	Currency οf the securities issue	The Settlement Currency is USD.
C.5	Description of any restrictions the free on transferability of the securities	Not applicable. There is no restriction on the free transferability of the Warrants, subject to selling and transfer restrictions which apply in certain jurisdictions (including, without limitation, the United States).

Rights attached to the securities:

Rights attached $to$ the securities. including ranking and limitations to those rights and procedures the $for$ exercise of those rights.

$C.8$

Unless the Warrants are previously cancelled or otherwise expire early, the Warrants will entitle each holder of the Warrants (a Warrantholder) to receive a potential return on the Warrants, the settlement amount, which may be lower than, equal to or higher than the amount initially invested (see Element C.18).

Where:

• the Issuer fails to pay or to perform its other obligations under the Warrants;

• of insolvency or bankruptcy proceeding(s) affecting the Issuer,

the holder of any Warrant may cause the Warrants to be cancelled immediately and for the payment of an early termination settlement amount to become due to the Warrantholder.

The Warrantholders' consent shall have to be obtained to amend the contractual terms of the Warrants (except where the amendment is (i) to cure or correct any ambiquity or defective or inconsistent provision contained therein, or which is of a formal, minor or technical nature or (ii) not prejudicial to the interests of the Warrantholders or (iii) to correct a manifest error or proven error or (iv) to comply with mandatory provisions of the law) pursuant to the provisions of an agency agreement, made available to the Warrantholders upon request to the Issuer.

Ranking

Warrants will be direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank pari passu without any preference among themselves and (subject to such exceptions as from time to time exist under applicable law) at least pari passu with all other outstanding direct, unconditional, unsecured and unsubordinated obligations of the Issuer, present and future.

Limitations to rights attached to the securities:

• in the case of adjustments affecting the underlying instrument(s), the Issuer may amend the terms and conditions or in the case of the occurrence of extraordinary events affecting the underlying instrument(s), the Issuer may substitute the underlying instrument(s) by new underlying instrument(s), cancel or otherwise early expire the Warrants on the basis of the market value of these Warrants, or deduct from any due amount the increased cost of hedging, and in each case without the consent of the Warrantholders;

• the Issuer may cancel or otherwise early expire the Warrants on the basis of the market value of these Warrants for tax or regulatory reasons and if the proportion between the outstanding Warrants and the number of Warrants initially issued is lower than 10 per cent.;

• the rights to payment of any amounts due under the Warrants will be prescribed within a period of ten years from the date on which the payment of such amounts has become due for the first time and has remained unpaid; and

• in the case of a payment default by the Issuer, Warrantholders shall not be entitled to take any steps or proceedings to procure the winding-up, administration or liquidation (or any other analogous proceeding) of the Issuer. Nevertheless, Warrantholders will continue to be able to claim against the Guarantor in respect of any unpaid amount.

Taxation

All payments in respect of Warrants or under the Guarantee shall be made free and clear of, and without withholding or deduction for or on account of, any present or future

		taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law.
		In the event that any amounts are required to be deducted or withheld for, or on behalf of, any Tax Jurisdiction, the relevant Issuer or, as the case may be, the Guarantor shall (except in certain circumstances), to the fullest extent permitted by law, pay such additional amount as may be necessary, in order that each Warrantholder, after deduction or withholding of such taxes, duties, assessments or governmental charges, will receive the full amount then due and payable.
		Where
		Tax Jurisdiction means France or any political subdivision or any authority thereof or therein having power to tax.
		Governing law
		Subject as provided below, the Warrants and any non-contractual obligations arising out of or in connection with the Warrants will be governed by, and shall be construed in accordance with, English law.
		The Issuer accepts the exclusive competence of the courts of England in benefit of the Warrantholders in relation to any dispute against the Issuer but accepts that such Warrantholders may bring their action before any other competent court.
C.11	Whether the securities offered are or will be the object of an application for admission trading, to with a view to their distribution in regulated a market or other equivalent markets with indication of the markets in question	Application has been made for the Warrants to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.
C.15	How the value of the investment is	The value of the Warrants and the payment of a settlement amount to a Warrantholder will depend on the performance of the underlying asset(s), on the relevant valuation date(s).
	affected by the value of the underlying	The value of the Warrants is linked to the positive or negative performance of the underlying instrument. The amount(s) to be paid is/are determined on the basis of the condition which is satisfied (or not) if the performance of the underlying instrument is higher than or equal to a predefined barrier performance. Performance of the underlying

	instrument(s)	instrument is leveraged and floored.
C.16	Expiration or	The Expiration Date of the Warrants will be 1 March 2021 and the final reference date will be the last valuation date.
	maturity date of the	The exercise date may be modified pursuant to the provisions of Element C.8 above and Element C.18 below.
	derivative securities
	exercise the date or final
	reference date
C.17	Settlement	Cash delivery.
	procedure of the derivative securities
C.18	How the return on	The Warrants will be settled in cash (Cash Settled Warrants) in an amount equal to the Cash Settlement Amount.
	derivative securities takes place	The Cash Settlement Amount is an amount equal to the excess of the Final Settlement Price over the Exercise Price.
		where The Final Settlement Price is an amount calculated in accordance with the following formulae:
		Scenario 1:
		If on Valuation Date(T), ReferenceFormula_FinalBarrier(RVD(T)) is higher than or equal to FinalBarrier, then:
		Final Settlement Price = Notional Amount x Product Formula(T)
		Product Formula(T) = BaseSettlementLevel_FSP_1 + Payout_FSP_ + Max(FinalFloor_1; Min(FinalCap_1; FinalParticipation_1 x (ReferenceFormula_Final_1(RVD(T)) - FinalStrike_1)))
		Scenario 2:
		If on Valuation Date(T), ReferenceFormula_FinalBarrier(RVD(T)) is lower than FinalBarrier, then:
		Final Settlement Price = Notional Amount x Product Formula(T)
		Product Formula(T) BaseSettlementLevel FSP 2 + Max(FinalFloor_2 $=$ Min(FinalCap_2 : FinalParticipation_2 x (ReferenceFormular_Final_2(RVD(T)) FinalStrike_2)))
		Where:
		BaseSettlementLevel_FSP_1 means 100%;
		BaseSettlementLevel_FSP_2 means 100%; Final Barrier means 0%;
		Payout_FSP_ means 0%;
		FinalFloor_1 means 0%; FinalFloor 2 means -100%;

		ReferenceFormula_Final_1(RVD(T)) means Performance(T); ReferenceFormula_Final_2(RVD(T)) means Performance(T); FinalCap_1 is not applicable, as per condition 2.3 of the Additional Terms and Conditions Relating to Formulae; FinalCap 2 means 0% FinalParticipation_1 means a percentage between 150% (inclusive) and 210% (inclusive) which will be determined by the Calculation Agent and published on the website of the Issuer www.sglistedproducts.co.uk as soon as reasonably possible following Valuation Date(0); FinalParticipation_2 means 100%; FinalStrike_1 means 0%; FinalStrike_2 means 0%; ReferenceFormula_FinalBarrier(RVD(T)) means Performance(T); Valuation Date(T) means 01 March 2021. Performance(T) means $(S(T) / S(0)) - 1$ S(T) means the Closing Price as of the Expiration Date Closing Price for a day means, the closing level of the underlying determined and made public by the Index Spnosor on that day The Warrants will be cancelled automatically if the number of outstanding Warrants falls below 10 per cent. of the number of Warrants outstanding on issue, whereupon the Warrants will be settled by payment of an amount based on the market value of the Warrants.
C.19	Exercise price final or reference price of the underlying	See Element C.18 above.
C.20	The Warrants are linked to the following underlying index. Information about the Type of the underlying is available on the website specified in the table below, if any, or upon simple underlying request to Société Générale: and where the information
	the on underlying can be found	Index Name Bloomberg Commodity	Bloomberg Ticker BCOM Index	Index Sponsor Bloomberg Index	Exchange NEW YORK STOCK EXCHANGE,	Web Site www.bloomber g.com
		Index			INC.

Section D - Risks		the company of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control
D.2	Key information on the key risks	The Group is exposed to the risks inherent in its core businesses.
6 a	that are specific issuer the to the and	The Group's risk management focuses on the following main categories of risks, any of which could materially adversely affect the Group's business, results of operations and financial condition:
	quarantor	Credit and counterparty risk (including country risk): risk of losses arising from the inability of the Group's customers, issuers or other counterparties to meet their financial commitments. Credit risk includes counterparty risk linked
		to market transactions (replacement risk) and as well as securitisation activities.

		Market risk: risk of a loss of value on financial instruments arising from changes in market parameters, volatility of these parameters and correlations between them.
		Operational risks: risk of losses or sanctions due to inadequacies or failures in internal procedures or systems, human error or external events;
		Structural interest and exchange rate risk: risk of loss or of write-downs in the Group's assets arising from variations in interest or exchange rates.
		Liquidity risk: risk of the Group not being able to meet its cash or collateral requirements as they arise and at a reasonable cost.
		The Issuer and any of its subsidiaries and/or its affiliates, in connection with its other business activities, may possee or acquire material information about the underlying assets. Such activities and information may cause consequences adverse to the Warrantholders.
		The Issuer and any of its subsidiaries and/or its affiliates may act in other capacititeis with regards to the Warrants, such as market maker, calculation agent or agent. Therefore, a potential conflict of interests may arise.
		In connection with the offering of the Warrants, the Issuer and/or its affiliates may enter into one or more heding transacation(s) with respect to a reference asset(s) or related derivatives, which may affect the market prices, liquidity or value of the Warrants.
D.6	Important warning to the investor	The terms and conditions of the Warrants may include provisions under which upon the occurrence of certain market disruptions delays in the settlement of the Warrants may be incurred or certain modifications be made. Moreover, in case of occurrence of events affecting the underlying instrument(s), cease the exposure to the underlying asset(s) and apply a reference rate to the proceeds
		so obtained until the expiration date of the Warrants, the terms and conditions of the Warrants allow the Issuer to substitute the underlying instrument(s) by new underlying instrument(s), cancel the Warrants on the basis of the market value of these Warrants, or deduct from any due amount the increased cost of hedging, and in each case without the consent of the Warrantholders.
		Payments (whether at expiration or otherwise) on the Warrants are calculated by reference to certain underlying(s), the return of the Warrants is based on changes in the value of the underlying(s), which may fluctuate. Potential investors should be aware that these Warrants may be volatile and that they may receive no return and may lose all or a substantial portion of their investment.
		During the lifetime of the Warrants, the market value of these Warrants may be lower than the invested capital. Furthermore, an insolvency of the Issuer and/or the Guarantor may cause a total loss of the invested capital.
		The attention of the investors is drawn to the fact that they could sustain an entire or a partial loss of their investment.

Section E - Offer
E.2b	Reasons for the offer and οf use proceeds when different making from and/or profit hedging certain risks	The net proceeds from each issue of Warrants will be applied for the general financing purposes of the Group, which include making a profit.
E.3	Description of the terms and conditions of the offer	Public Offer Jurisdiction(s): United Kingdom Offer Period: From (and including) 29/02/2016 to (and including) 01/03/2016 Offer Price: 100 per cent. Conditions to which the offer is subject: Offers of the Warrants are conditional on their issue and on any additional conditions set out in the standard terms of business of the Financial intermediaries, notified to investors by such relevant Financial Intermediaries. The Issuer reserves the right to close the Offer Period prior to its stated expiry for any reason. The Issuer reserves the right to withdraw the offer and cancel the issuance of the Warrants for any reason at any time on or pior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such right, no potential investor shall be entitled to subscribe or otherwise acquire the Warrants.
E.4	Description of interest any that is material to the issue/offer including conflicting interests	Save for any fees payable to Société Générale, so far as the Issuer is aware, no person involved in the issue of the Warrants has an interest material to the offer.
E.7	Estimated expenses charged to the investor by the Issuer or the offeror	Not applicable. No expenses are charged to the investor by the Issuer or Société Générale.

INDEX DISCLAIMER

The index referred to herein (the "Index") is not sponsored, approved or sold by Société Générale. Société Générale shall not assume any responsibility in this respect.

"Bloomberg®" and "Bloomberg Commodity IndexSM" are service marks of Bloomberg Finance L.P. and its affiliates (collectively, "Bloomberg") and have been licensed for use for certain purposes by Société Générale. Neither Bloomberg nor UBS Securities LLC and its affiliates (collectively, "UBS") are affiliated with Société Générale, and Bloomberg and UBS do not approve, endorse, review, or recommend the 5Y Participation Warrant in GBP on BCOM product. Neither Bloomberg nor UBS guarantees the timeliness, accurateness, or completeness of any data or information relating to Bloomberg Commodity Index.