Société Générale — Capital/Financing Update 2020

Nov 24, 2020

PRIIPS/IMPORTANT - PROHIBITION OF SALES TO EEA AND UK 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) or in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the Insurance Distribution Directive) 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 Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK 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

Legal Entity Identifier (LEI): O2RNE8IBXP4R0TD8PU41

FINAL TERMS DATED 20 NOVEMBER 2020

Issue of EUR 1,000,000,000 1.000 per cent. Callable Resettable Subordinated Tier 2 Notesdue 24 November 2030

(the Notes)

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

(the Programme)

Series no.: PA-115/20-11

Tranche no.: 1

Issue Price: 99.545 per cent.

Société Générale Corporate & Investment Banking (the Joint Lead Manager and Bookrunner)

Banco Santander S.A.

Crédit Agricole Corporate and Investment Bank Landesbank Baden-Württemberg

(together with the Joint Lead Manager and Bookrunner, the Joint Lead Managers)

Banco de Sabadell, S.A. Bank of China Limited, London Branch (the Co-Managersand, together with the Joint Lead Managers, 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 17 January 2020 which received approval no.20-014 on 17 January 2020 from the Autorité des marchés financiers (the AMF), as supplemented by the supplements dated 10 February 2020, 19 March 2020, 2 April 2020, 12 May 2020, 4 June 2020, 30 June 2020, 10 August 2020, 9 September 2020 and 10 November 2020 which received approval no. 20-037, 20-087, 20-114, 20-188, 20-238, 20-292, 20-386, 20-447 and 20-547 from the AMF on 10 February 2020, 19 March 2020, 2 April 2020, 12 May 2020, 4 June 2020, 30 June 2020, 10 August 2020, 9 September 2020 and 10 November 2020, respectively, which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation).

This document constitutes the final terms of the Notes (the Final Terms) described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. 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:	PA-115/20-11
	(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:		99.545 per cent. of the Aggregate Nominal Amount of the Tranche
5.		Specified Denomination:	EUR 100,000
6.	Issue Date and Interest Commencement Date:		24 November 2020
7.	Maturity Date:		24 November 2030
8.		Interest Basis:	1.000 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
			(further particulars specified 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 5 February 2020, as amended by the resolution of the Board of Directors dated 23 September 2020, and decision of the Issuer dated 18 November 2020

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.		Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	1.000 per cent. per annum payable annually in arrear until the First Reset Date
			Resettable Notes
	(ii)	Interest Payment Date:	Applicable
			24 November in each year from and including 24 November 2021 up to and including the Maturity Date
	(iii)	Business Day Convention:	Not Applicable
	(iv)	Additional Business Centres:	Not Applicable
	(v)	Fixed Coupon Amount:	EUR 1,000 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	1.000 per cent. per annum payable annually in
		arrear until the First Reset Date

• First Margin +1.55 per cent. per annum
• Subsequent Margin Not Applicable
• First Reset Date 24 November 2025

• Second Reset Date Not Applicable

• Subsequent Reset Date Not Applicable

• Relevant Screen Page Bloomberg ICAE

• Mid-Swap Rate Mean Mid-Swap Rate
• Initial Mid-Swap Rate -0.456%
• Mid-Swap Rate term 5 years
• Mid-Swap Maturity 5 years
• Reference Rate Mid-Swap Rate
• Reset Determination First Reset Date
• Date
• Relevant Time 11:00am CET
• (ix) Determination Date(s): 24 November in each year
• 14. Floating Rate Note Provisions Not Applicable
• 15. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

16. Redemption at the Option of the Issuer Applicable (i) Optional Redemption Date: The First Reset Date (i) Optional Redemption Amount and method, if any, of calculation of such amount: EUR 100,000 per Note of EUR 100,000 Specified Denomination (ii) If redeemable in part: Not Applicable (iii) Notice period (if other than as set out in the Conditions): As per Conditions 17. Make-Whole Redemption Option Not Applicable

18.	Residual Maturity Redemption Option	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:	EUR 100,000 per Note of EUR 100,000 Specified Denomination
23.	MREL or TLAC Disqualification Event with respect to Subordinated	Yes

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Notes:

24.	Form of Notes	Dematerialised Notes
	(i) Form:	Bearer form (au porteur)
25.	Additional Financial Centre for the purposes of Condition 4(e) of the French Law Conditions:	Not Applicable
26.	Payments on non-Payment Business Days (Condition 4(e) of the French Law Conditions):	As per Conditions
27.	Talons for further Coupons to be attached to Definitive Bearer Notes:	Not Applicable
28.	Redenomination applicable:	Not Applicable
29.	Consolidation applicable:	Not Applicable
30.	Meeting and Voting Provisions (Condition 12 of the French Law Conditions):	No Masse
31.	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 PA-115/20-11, Tranche 1.

Signed on behalf of the Issuer:

By: Agathe ZINZINDOHOUE Group Treasurer of the Issuer

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 BBB
			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 or in the United Kingdom 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 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.	CRA

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, ESTIMATED NET PROCEEDS AND ESTIMATED TOTAL EXPENSES

(i)	Reasons for the offer:	See - "Use of Proceeds" wording in Base Prospectus
(ii)	Estimated net proceeds:	EUR 991,450,000
(iii)	Estimated total expenses:	EUR 7,575

5. YIELD (Fixed Rate Notes only)

Indication of yield: Applicable 1.094 per cent. per annum until 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: FR0014000OZ2 (ii) Common Code: 226284672 (iii) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, SA 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 7. DISTRIBUTION (i) Method of distribution: Syndicated (ii) If syndicated: (a) Names of the Managers: Joint Lead Manager and Bookrunner Société Générale Joint Lead Managers Banco Santander, S.A. Crédit Agricole Corporate and Investment Bank Landesbank Baden-Württemberg Co-Managers Banco de Sabadell, S.A. Bank of China Limited, London Branch (b) 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 and UK Retail Investors:	Applicable
(vi)	Additional selling restrictions:	Not Applicable