Société Générale — Capital/Financing Update 2018

Feb 23, 2018

IMPORTANT - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

SOCIÉTÉ GÉNÉRALE

FINAL TERMS DATED 21 FEBRUARY 2018

Issue of €1,000,000,000 1.375 per cent. Callable Resettable Subordinated Tier 2 Notes due 2028

(the Notes)

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

(the Programme)

Series no.: PA 75 / 18-02

Tranche no.: 1 Issue Price: 99.918 per cent.

Société Générale Corporate & Investment Banking (the Sole Bookrunner)

Banco Santander, S.A. BBVA NatWest Markets Rabobank (the Joint Lead Managers and, together with the Sole Bookrunner, 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 French Law Notes" in the base prospectus dated 20 December 2017 which received visa no.17-0646 on 20 December 2017 from the Autorité des marchés financiers (the AMF), as supplemented by the supplements dated 4 January 2018, 15 January 2018 and 12 February 2018 which received visa no. 18-0001, no. 18-0016 and no. 18- 0037 from the AMF on 4 January 2018, 15 January 2018 and 12 February 2018, 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)	Series Number:	75
	(ii)	Tranche Number:	1
2.	Specified Currency:		Euro (EUR)
3.	Aggregate Nominal Amount:
	(i)	Series:	EUR 1,000,000,000
	(ii)	Tranche:	EUR 1,000,000,000
4.	Issue Price:		99.918 per cent. of the Aggregate Nominal Amount of the Tranche
5.	Specified Denominations:		EUR 100,000
6.	Issue Date and Interest Commencement Date:		23 February 2018
7.	Maturity Date:		23 February 2028

8. Interest Basis: 1.375 per cent. Fixed Rate Resettable

			(further particulars specified below)
9.		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)
10.		Change of Interest Basis:	Applicable (see paragraph 13 below)
11.	Put/Call Options:		Redemption at the Option of the Issuer
			(further particulars specified below)
12.	(i)	Status:	Subordinated Notes

(ii) Date of corporate authorisations for issue of the Notes: Resolution of the Board of Directors dated 7 February 2018 and decision of the Issuer, dated 20 February 2018.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	1.375 per cent. per annum payable annually in arrear until the First Reset Date
			Resettable Notes
	(ii)	Interest Payment Dates:	Applicable
			23 February 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 Amounts:	EUR 1,375 per Note of EUR 100,000 Specified Denomination until the First Reset Date
	(vi)	Day Count Fraction:	Actual/Actual (ICMA)
	(vii)	Broken Amount:	Not Applicable
	(viii)	Resettable Notes	Applicable

• Initial Rate of Interest 1.375 per cent. per annum payable annually in arrear until the First Reset Date

	-	First Margin	+ 0.90 per cent. per annum
	-	Subsequent Margin	Not Applicable
	-	First Reset Date	23 February 2023
	-	Second Reset Date	Not Applicable
	-	Subsequent Reset Dates	Not Applicable
	-	Relevant Screen Page	Bloomberg ICAE
	-	Mid-Swap Rate	Mean Mid-Swap Rate
	-	Mid-Swap Rate term	5 years
	-	Mid-Swap Maturity	5 years
	-	Reset Determination Date	The day falling (two) TARGET 2 Business Days prior to the First Reset Date
	-	Relevant Time	11:00 am, Brussels time
	(ix)	Determination Date(s):	23 February in each year
14.		Floating Rate Note Provisions	Not Applicable
15.		Zero Coupon Note Provisions	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
16.	Issuer:	Redemption at the Option of the	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):	EUR 100,000 per Note of EUR 100,000 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 French Law Notes
17.		Make-Whole Redemption Option	Not Applicable
18.	Residual Option	Maturity Redemption	Not Applicable

19.	Clean-up Redemption Option	Not Applicable
20.	Redemption at the Option of the Noteholders	Not Applicable
21.	Final Redemption Amount:	EUR 100,000 per Note of EUR 100,000 Specified Denomination
22.	Early Redemption Amount(s):	EUR 100,000 per Note of EUR 100,000 Specified Denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23.	Form of Notes:	Dematerialised Notes
	Form:	Bearer form (au porteur)
24.	Additional Financial Centre(s) for the purposes of Condition 4(d) of the Terms and Conditions of the French Law Notes:	Not Applicable
25.	Talons for further Coupons to be attached to Definitive Bearer Notes:	Not Applicable
26.	Redenomination applicable:	Not Applicable
27.	Consolidation applicable:	Not Applicable
28.	Meeting and Voting Provisions Condition 12 of the Terms and Conditions of the French Law Notes):	No Masse
29.	Governing law:	The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be 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 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 75, 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 are expected to be 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 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. ESTIMATED TOTAL EXPENSES

Estimated total expenses: EUR 12,525 (including the AMF fees)

5. YIELD (Fixed Rate Notes only)

Indication of yield: Applicable

1.392 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. OPERATIONAL INFORMATION

(i) ISIN: FR0013320033 (ii) Common Code: 178250876 (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, S.A. 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

7. DISTRIBUTION

• (i) Method of distribution: Syndicated
• (ii) If syndicated:
• (a) Names of the Managers: Sole Bookrunner

Société Générale

Joint Lead Managers

Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Coöperatieve Rabobank U.A.

The Royal Bank of Scotland plc (trading as NatWest Markets)

• (b) Date of Subscription Agreement: 21 February 2018
• (c) Stabilising Manager (if any): Société Générale

(iii)	If non-syndicated, name of the relevant Dealer:	Not Applicable
(iv)	U.S. selling restrictions:	Regulation S compliance category 2 TEFRA Not Applicable
(v)	Prohibition of Sales to EEA Retail Investors:	Applicable
(vi)	Additional selling restrictions:	Not Applicable