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Société Générale — Capital/Financing Update 2020
Nov 19, 2020
1671_rns_2020-11-19_fa21a862-7c0d-44a6-81f1-e7652e07add7.pdf
Capital/Financing Update
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FINAL TERMS
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 (the UK). 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 2016/97/EU, as amended, 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 Regulation. 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 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 17 November 2020
Issue of EUR 50,000,000 1.100 per cent. Senior Non-Preferred Notes due 20 February 2034 (the Notes)
under the €50,000,000,000 Euro Medium Term Note – Paris Registered Programme
(the Programme)
Series no.: PA 114 / 20-11
Tranche no.: 1
Issue Price: 100 per cent.
Société Générale Corporate & Investment Banking
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 (together, the Base Prospectus), which together constitute a 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 obatin 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 114 / 20-11 |
|---|---|---|---|
| (ii) | Tranche Number: | 1 | |
| 2. | Specified Currency: | Euro (EUR) | |
| 3. | Aggregate Nominal Amount: | ||
| (i) | Series: | EUR 50,000,000 | |
| (ii) | Tranche: | EUR 50,000,000 | |
| 4. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount of the Tranche |
|
| 5. | Specified Denomination: | EUR 100,000 | |
| 6. | Issue Date and Interest Commencement Date: |
19 November 2020 | |
| 7. | Maturity Date: | 20 February 2034 | |
| 8. | Interest Basis: | 1.100 per cent. Fixed Rate | |
| (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: | Not Applicable | |
| 11. | Put/Call Options: | Not Applicable | |
| 12. | (i) | Status: | Senior Non-Preferred Notes pursuant to Article L. 613-30-3-I-4° of the French Code monétaire et financier |
(ii) Date of corporate authorisations for issue of the Notes: Resolution of the Board of Directors dated 5 February 2020 and decision of the Issuer dated 13 November 2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 13. | Fixed Rate Note Provisions | Applicable | ||
|---|---|---|---|---|
| (i) | Rate of Interest: | 1.100 per cent. per annum payable annually in arrear |
||
| (ii) | Interest Payment Dates: | Applicable | ||
| 20 February in each year from and including 20 February 2021 up to and including the Maturity Date. |
||||
| There will be a short first Interest Period from and including the Interest Commencement Date to but excluding 20 February 2021. |
||||
| (iii) | Business Day Convention: | Not Applicable | ||
| (iv) | Additional Business Centres: | Not Applicable | ||
| (v) | Fixed Coupon Amount: | EUR 1,100 per Note of EUR 100,000 Specified Denomination |
||
| (vi) | Day Count Fraction: | Actual/Actual (ICMA) | ||
| (vii) | Broken Amount: | EUR 279.51 per Note of EUR 100,000 per Specified Denomination, payable on the Interest Payment Date falling on 20 February 2021 |
| (viii) Resettable Notes |
Not Applicable | |
|---|---|---|
| (ix) Determination Date: |
20 February 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 |
Not Applicable |
| 17. | Make-Whole Redemption Option | Not Applicable |
| 18. | Residual Maturity Option |
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: | |||
|---|---|---|---|---|
| (i) | Form: | Dematerialised Notes | ||
| Bearer form (au porteur) | ||||
| 24. | Additional Financial Centre(s) for the purposes of Condition 4(e) of the French Law Conditions: |
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 French Law Conditions): |
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 PA 114 / 20-11, Tranche 1.
Signed on behalf of the Issuer:
By: Mrs Agathe ZINZINDOHOUE Group Treasurer of Société Générale
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: BBB Moody's Investors Service Ltd.: Baa2
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 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.
Fitch Ratings: A-
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
(ii) Estimated net proceeds: EUR 49,900,000
Save for any fees payable to the Dealer, 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 |
|---|---|---|
5. YIELD (Fixed Rate Notes only)
Indication of yield: Applicable
1.100 per cent. per annum
The yield is calculated at the Issue Date and is not an indication of any future yield.
6. OPERATIONAL INFORMATION
| (i) | ISIN: | FR0014000N13 | |
|---|---|---|---|
| (ii) | Common Code: | 226116150 | |
| (iii) | Delivery: | Delivery against payment | |
| (iv) | Names and addresses |
of | Not Applicable |
Additional Paying Agent(s) (if any):
7. DISTRIBUTION
| (i) | Method of distribution: | Non-syndicated |
|---|---|---|
| (ii) | If non-syndicated, name of the relevant Dealer: |
Société Générale |
| (iii) | U.S. selling restrictions: | Regulation S compliance category 2 / TEFRA Not Applicable |
| (iv) | Prohibition of Sales to EEA and UK Retail Investors: |
Applicable |
| (v) | Additional selling restrictions: | Not Applicable |