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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