Debt Instruments Issuance Programme

Transcription

1 SUPPLEMENT DATED 24 AUGUST 2016 TO THE BASE PROSPECTUS DATED 6 JULY 2016 SOCIÉTÉ GÉNÉRALE as Issuer and Guarantor (incorporated in France) and SG ISSUER as Issuer (incorporated in Luxembourg) SG OPTION EUROPE as Issuer (incorporated in France) Debt Instruments Issuance Programme This supplement (hereinafter the Supplement) constitutes a supplement for the purposes of Article 13.1 of the Luxembourg act dated 10 July 2005 on prospectuses for securities (hereinafter the Prospectus Act 2005) to the Debt Instruments Issuance Programme base prospectus dated 6 July 2016 (hereinafter the Base Prospectus) and approved by (a) the Commission de Surveillance du Secteur Financier (hereinafter the CSSF) on 6 July 2016 in accordance with Article 7 of the Prospectus Act 2005 implementing Article 13 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive)) and (b) by the SIX Swiss Exchange Ltd (SIX Swiss Exchange) pursuant to its listing rules. The purpose of this Supplement is to amend the section relating to On-Going Public Offers pursuant to the insertion of item 98 in the ESMA s Questions and Answers document on prospectus related issues. As the Issuers wish to continue using the final terms related to the initial base prospectus, the Issuers decided to include a prominent warning on the first page of the final terms of the series of Notes listed in the table of the Section On-going Public Offers of the Base Prospectus indicating the last day of the validity of the initial base prospectus and where the Base Prospectus is published. This Supplement completes, modifies and must be read in conjunction with the Base Prospectus, the first supplement dated 9 August 2016 and the second supplement dated 12 August Full information on the Issuers and the offer of any Notes is only available on the basis of the combination of the Base Prospectus, the first supplement dated 9 August 2016, the second supplement dated 12 August 2016 and this Supplement. Unless otherwise defined in this Supplement, terms used herein shall be deemed to be defined as such for the purposes of the relevant Terms and Conditions of the Notes set forth in the Base Prospectus. To the extent that there is any inconsistency between (i) any statement in this Supplement and (ii) any other statement in the Base Prospectus, the statements in (i) above will prevail. 1

2 In accordance with Article 13.2 of the Prospectus Act 2005, only investors, who have already agreed to purchase or subscribe for the securities listed in the table of series of Notes in the Section Ongoing Public Offers, on page 96, before this Supplement is published, have the right, exercisable within a time-limit of two business days after the publication of this Supplement (no later than 26 August 2016) to withdraw their acceptances. AMENDMENTS TO TO THE SECTION ON-GOING PUBLIC OFFERS OF THE BASE PROSPECTUS In the section On-going Public Offers, on page 96, a new paragraph is added, before the table of series of Notes, as follows: The following warning is deemed to appear on the first page of each final terms of the Series of Notes listed below: The base prospectus dated 26 October 2015 expires on 5 July The updated base prospectus and the subsequent base prospectuses will be available on AMENDMENTS TO THE SECTION CROSS-REFERENCE TABLES OF THE DOCUMENTS INCORPORATED BY REFERENCE OF THE BASE PROSPECTUS In the section Cross-Reference tables of the documents incorporated by reference, in paragraph 2.4 Cross-reference tables relating to Previous Base Prospectuses, the table on page 132 is deleted and replaced by the following: Previous Base Prospectuses Section Pages April 2013 Base Prospectus Base prospectus Terms and conditions Additional terms and conditions Supplement dated 31 May 2013 Terms and conditions 4 Supplement 10 January 2014 Terms and conditions 2-4 April 2014 Base Prospectus Base prospectus Terms and conditions Additional terms and conditions Supplement 4 June 2014 Additional terms and conditions 6-8 Supplement 24 June 2014 Additional terms and conditions 4-5 Supplement 13 August 2014 Additional terms and conditions 5-9 October 2014 Base Prospectus Base prospectus Form of Final Terms Terms and conditions Additional terms and conditions Supplement dated 6 November Terms and conditions Supplement dated 18 December Additional terms and conditions Supplement dated 23 January 2015 Additional terms and conditions 3-4 2

3 Supplement dated 19 March 2015 Additional terms and conditions 6-8 Supplement dated 9 June 2015 Supplement dated 26 June 2015 Supplement dated 19 August 2015 October 2015 Base Prospectus Terms and conditions of the English Law Notes and the Uncertificated Notes Additional terms and conditions relating to Formulae Additional terms and conditions for Structured Notes Amendment made to the Supplement dated 9 June 2015 Additional terms and conditions for Commodity Linked Notes Base prospectus Form of Final Terms Supplement dated 4 December 2015 Supplement dated 19 January 2016 Supplement dated 12 April 2016 European Economic Area Terms and conditions Additional terms and conditions Form of Final Terms 9 Additional terms and conditions for 9 Index Linked Notes Additional terms and conditions for 9-10 SGI Index Linked Notes Additional terms and conditions for 10 Dividend Linked Notes Additional terms and conditions for 11 Non Equity Security Linked Notes Additional terms and conditions for 12 Warrant Linked Notes Technical Annex (SGI Indice "Pan Africa") Terms and conditions of the English 7-8 Law Notes and the Uncertificated Notes Terms and conditions of the French 8-9 Law Notes Additional terms and conditions for 9-10 Portfolio Linked Notes 3

4 DOCUMENTS AVAILABLE Copies of this Supplement can be obtained, without charge, from the head office of each Issuer and the specified office of each of the Paying Agents, in each case, at the address given at the end of the Base Prospectus. This Supplement will be published on the website of: - the Luxembourg Stock Exchange ( and - the Issuers ( RESPONSIBILITY To the best of the knowledge and belief of each Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information and, save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. Each Issuer and the Guarantor accept responsibility accordingly for the information contained in this Supplement. 4

5 SUPPLEMENT DATED 12 AUGUST 2016 TO THE BASE PROSPECTUS DATED 6 JULY 2016 SOCIÉTÉ GÉNÉRALE as Issuer and Guarantor (incorporated in France) and SG ISSUER as Issuer (incorporated in Luxembourg) SG OPTION EUROPE as Issuer (incorporated in France) Debt Instruments Issuance Programme This supplement (hereinafter the Supplement) constitutes a supplement for the purposes of Article 13.1 of the Luxembourg act dated 10 July 2005 on prospectuses for securities (hereinafter the Prospectus Act 2005) to the Debt Instruments Issuance Programme base prospectus dated 6 July 2016 (hereinafter the Base Prospectus) and approved by (a) the Commission de Surveillance du Secteur Financier (hereinafter the CSSF) on 6 July 2016 in accordance with Article 7 of the Prospectus Act 2005 implementing Article 13 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive)) and (b) by the SIX Swiss Exchange Ltd (SIX Swiss Exchange) pursuant to its listing rules. The purpose of this Supplement is to: - amend Element B.4b of the Summary to include a new description for Société Générale of any known trends affecting the Issuer and the industries in which it operates ; - amend Element B.12 of the Summary to include key financial information for Société Générale for the six months ended 30 June 2016; and - incorporate by reference the second update of the 2016 registration document of Société Générale published on 4 August This Supplement completes, modifies and must be read in conjunction with the Base Prospectus and the first supplement dated 9 August Full information on the Issuers and the offer of any Notes is only available on the basis of the combination of the Base Prospectus, the first supplement dated 9 August 2016 and this Supplement. Unless otherwise defined in this Supplement, terms used herein shall be deemed to be defined as such for the purposes of the relevant Terms and Conditions of the Notes set forth in the Base Prospectus. 1

6 To the extent that there is any inconsistency between (i) any statement in this Supplement and (ii) any other statement in the Base Prospectus, the statements in (i) above will prevail. In accordance with Article 13.2 of the Prospectus Act 2005, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time-limit of two business days after the publication of this Supplement (no later than 17 August 2016) to withdraw their acceptances. AMENDMENTS TO THE BASE PROSPECTUS I. AMENDMENTS TO THE SUMMARY (i) In Section Summary on page 7 of the Base Prospectus, Element B.4b ( Known trends affecting the issuer and the industries in which it operates ) is deleted and replaced with the following: B.4b Description of any known trends affecting the Issuer and the industries in which it operates [If the Issuer is Société Générale: In 2016, the global economy should suffer from high uncertainty, related in particular to the geopolitical environment (Brexit, European migrant crisis, instability in the Middle East) and to elections in key countries. At the same time, the volatility of commodity and capital markets should remain significant, given the slowdown in emerging economies and strong divergences in monetary policies. In the Eurozone, the quantitative easing and negative interest rate policy implemented by the ECB should keep market interest rates low in 2016, against a backdrop of consistently low inflation. In the United States, the pace of the FED s tightening monetary policy will depend on economic growth momentum. In emerging countries, the moderate growth rate was confirmed in Although this trend was contained in China, business activity in countries producing commodities saw a more significant decrease. Within this contrasted environment, banks will have to continue to strengthen their capital to meet new regulatory requirements, further to the Basel reforms. In particular, following the various transparency exercises implemented in 2015 and the publication of the minimum Pillar 2 requirements, banks will have to comply with new current liability ratios (MREL and TLAC). Other reforms are still pending, as the banking regulator is reviewing the trading portfolio and risk-weighting models. Global economic growth is likely to remain fragile. Firstly, emerging economies have seen their growth stabilise, but at a low level. Secondly, growth in developed countries, which was already sluggish, is likely to be negatively impacted by the uncertainty shock due to Brexit (following the referendum on 23 June 2016, when a majority of British citizens voted for the United Kingdom to leave the European Union). In addition, numerous negative uncertainties continue to adversely affect the outlook: risk of renewed financial tensions in Europe, risk of further turmoil (financial and socio-political) in emerging economies, uncertainty caused by the unconventional monetary policies implemented by the main developed countries, increased terrorist risk and geopolitical tensions. More specifically, the Group could be affected by: 2

7 - renewed financial tensions in the Eurozone resulting from increased doubts about the integrity of the region, following Brexit or institutional or political deadlock in some Eurozone countries; - a sudden and marked rise in interest rates and volatility in the markets (bonds, equities and commodities), which could be triggered by poor communication from central banks, in particular the US Federal Reserve (Fed), when changing monetary policy stance; - a sharp slowdown in economic activity in China, triggering capital flight from the country, downward pressure on the Chinese currency and, by contagion, on other emerging country currencies, as well as a fall in commodity prices; - socio-political tensions in some countries dependent on oil and gas revenues and still needing to adapt to the situation of low prices for these commodities; - a downward correction on commercial property and house prices in France; - worsening geopolitical tensions in the Middle East, South China Sea or Ukraine. This could lead to the extension and stepping up of sanctions between Western countries and Russia, even more depressed economic activity in Russia, and a further sharp depreciation in the rouble. [If the Issuer is SG Issuer or SG Option Europe: The Issuer expects to continue its activity in accordance with its corporate objects over the course of 2016]. (ii) In the section Summary on page 8 of the Base Prospectus, Element B.12 (Selected historical key financial information regarding the issuer), the table relating to the selected historical key information relating to Société Générale is deleted and replaced by the following table: Half year (non audited) Year ended 2015 (audited) Half year (non audited) Year ended 2014 (audited (*)) Results (in millions of euros) Net Banking Income 13,159 25,639 13,222 23,561 Operating income 3,568 5,681 3,319 4,557(*) Net income 2,613 4,395 2,421 2,978(*) Group Net income 2,385 4,001 2,219 2,679(*) French retail Banking 731 1, ,204(*) International Retail Banking & 736 1, (*) Financial Services Global Banking and Investor 902 1,808 1,234 1,909(*) Solutions Corporate Centre 16 (301) (188) (804)(*) Net cost of risk (1,188) (3,065) (1,337) (2,967) Cost/income ratio N/A 68% N/A 68%(*) ROE after tax 9.4% 7.9% 9.1% 5.3% Tier 1 Ratio 13.6% 13.5% 12.7% 12.6% Activity (in billions of euros) Total assets and liabilities 1, , , ,308.1(*) 3

8 Customer loans Customer deposits Equity (in billions of euros) Group shareholders' equity (*) Total consolidated equity (*) Cash flow statements (in millions of euros) Net inflow (outflow) in cash and cash equivalent 30,822 21,492 22,255 (10,183) (*) Amounts restated relative to the financial statements published at 31 December 2014 according to the retrospective application of IFRIC 21. In the sub-paragraph of Element B.12 Statements as no material adverse change in the prospects of the issuer since the date of its last published audited financial statements on page 11 of the Base Prospectus, the paragraph relating to Société Générale as Issuer is reiterated and shall be read as follows: [If the Issuer is Société Générale: There has been no material adverse change in the prospects of the Issuer since 31 December 2015.] In the sub-paragraph of Element B.12 Significant changes in the issuer s financial or trading position subsequent to the period covered by the historical financial information on page 11 of the Base Prospectus, the paragraph relating to Société Générale as Issuer shall be deleted and replaced by the following: [If the Issuer is Société Générale: Not Applicable. There has been no significant change in the financial or trading position of the Issuer since 30 June 2016.] 2. DOCUMENTS INCORPORATED BY REFERENCE (i) In Section Documents Incorporated by Reference, in paragraph 1 List of the documents incorporated by reference, in paragraph 1.1 Documents incorporated by reference relating to Société Générale, a sub-paragraph is added as follows on page 128: Second Update to the 2016 Registration Document The expression Second Update to the 2016 Registration Document means the English translation of the second update to the 2016 Registration Document of Société Générale, the French version of which was filed with AMF on 4 August 2016 under No D A02, except for (i) the cover page containing the AMF visa and the related textbox, (ii) the statement of the person responsible for updating the registration document made by Mr. Frédéric Oudéa, Chief Executive Officer of Société Générale, page 113 and (iii) the cross reference table, pages The cross reference table in relation to the Second Update to the 2016 Registration Document appears in the paragraph below. 4

9 (ii) In Section Documents Incorporated by Reference, in paragraph 2 Cross reference tables of the documents incorporated by reference, in paragraph 2.1 Cross reference tables relating to Société Générale, a sub-paragraph Second Update to 2016 Registration Document is added, as follows on page 131: Second Update to the Registration Document RISK FACTORS BUSINESS OVERVIEW Principal activities 4-40 ORGANISATIONAL STRUCTURE Summary description of the Group and the Issuer's position within it 29 TREND INFORMATION 41 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT Board of Directors and senior management MAJOR SHAREHOLDERS Control of the Issuer 111 FINANCIAL INFORMATION CONCERNING THE ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES OF THE ISSUER Interim financial information 4-28; Legal and arbitration proceedings GENERAL INFORMATION In sub-section 9 Financial information concerning Société Générale s assets and liabilities, financial position and profits and losses of the section Description of Société Générale on page 924 of the Base Prospectus, the paragraph 9.2 is deleted and replaced with the following: 9.2 Significant change in the financial or trading position There has been no significant change in the financial or trading position of Société Générale and its consolidated subsidiaries (taken as a whole) since 30 June

10 DOCUMENTS AVAILABLE Copies of this Supplement and the document incorporated by reference can be obtained, without charge, from the head office of each Issuer and the specified office of each of the Paying Agents, in each case, at the address given at the end of the Base Prospectus. This Supplement will be published on the website of: - the Luxembourg Stock Exchange ( and - the Issuers ( RESPONSIBILITY To the best of the knowledge and belief of each Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information and, save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. Each Issuer and the Guarantor accept responsibility accordingly for the information contained in this Supplement. 6

11 SUPPLEMENT DATED 9 AUGUST 2016 TO THE BASE PROSPECTUS DATED 6 JULY 2016 SOCIÉTÉ GÉNÉRALE as Issuer and Guarantor (incorporated in France) and SG ISSUER as Issuer (incorporated in Luxembourg) SG OPTION EUROPE as Issuer (incorporated in France) Debt Instruments Issuance Programme This supplement (hereinafter the Supplement) constitutes a supplement for the purposes of Article 13.1 of the Luxembourg act dated 10 July 2005 on prospectuses for securities (hereinafter the Prospectus Act 2005) to the Debt Instruments Issuance Programme Prospectus dated 6 July 2016 (hereinafter the Base Prospectus) and approved by (a) the Commission de Surveillance du Secteur Financier (hereinafter the CSSF) on 6 July 2016 in accordance with Article 7 of the Prospectus Act 2005 implementing Article 13 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive)) and (b) by the SIX Swiss Exchange Ltd (SIX Swiss Exchange) pursuant to its listing rules. The purpose of this Supplement is: - to amend the provisions relating to on-going public offers in order to correct the provisions in the Base Prospectus as construe following the 25 th updated version of July 2016 of the ESMA s Questions and Answers on Prospectuses; - to amend the provisions the selling restrictions for the United States in order to correct some mistakes and to amend the Terms and Conditions, the summary and the Form of Final Terms accordingly; - to amend the risk factors in order to correct typographical mistakes; - to amend the section Form of Final Terms in order to correct references pursuant to the section Additional Terms and Conditions for Portfolio Linked Notes ; - to amend the section Additional Terms and Conditions for ETF Linked Notes in order to harmonize the use of the defined term Hypothetical Hedge Position in the whole section; and - to amend the section Additional Terms and Conditions for Portfolio Linked Notes in order to correct several mistakes in the terms used. This Supplement completes, modifies and must be read in conjunction with the Base Prospectus. Full information on the Issuers and the offer of any Notes is only available on the basis of the combination of the Base Prospectus and this Supplement. 1

12 Unless otherwise defined in this Supplement, terms used herein shall be deemed to be defined as such for the purposes of the relevant Terms and Conditions of the Notes set forth in the Base Prospectus. To the extent that there is any inconsistency between (i) any statement in this Supplement and (ii) any other statement in the Base Prospectus, the statements in (i) above will prevail. In accordance with Article 13.2 of the Prospectus Act 2005, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time-limit of two business days after the publication of this Supplement (no later than 11 August 2016) to withdraw their acceptances. AMENDMENTS TO THE BASE PROSPECTUS I. SUMMARY In the section Summary, Element C5 on page 13 shall be modified in order to strikethrough the brackets framing Regulation S as follows: C.5 Description of any restrictions on the free transferability of the securities Not Applicable. There is no restriction on the free transferability of the Notes, subject to selling and transfer restrictions which may apply in certain jurisdictions. including restrictions applicable to the offer and sale to, or for the account or benefit of, Permitted Transferees. A Permitted Transferee means any person who (i) is not a U.S. person as defined pursuant to [Regulation S] [and Internal Revenue Code Service]; and (ii) is not a person who comes within any definition of U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed or issued under the CEA. II. GENERAL INFORMATION In this supplement, the terms in red and bold are added to the Base Prospectus and the terms strikethrough in green are deleted from the Base Prospectus. 1. Changes in the Cover Page In the cover page, the paragraph 17 shall be amended as follows: Accordingly, except for U.S. Exempt Securities (as defined herein), the Notes may only be offered, sold, pledged or otherwise transferred in an offshore transaction (as defined under Regulation S) to or for the account or benefit of a person who (a) is not a U.S. person meaning a (i) a U.S. person as defined in Regulation S (Regulation S U.S. Person) unless the applicable Final Terms specify that IRS U.S. Person a U.S. person as defined in paragraph 7701(a)(30) of the Internal Revenue Code (IRS U.S. Person) is also applicable, or (ii) if in case of SGI Index Linked Notes, Advised SGI Index is applicable or if in case of Portfolio Linked Notes, Dynamic Portfolio is applicable, a person who is either a Regulation S U.S. Person or an IRS U.S. Person unless the applicable Final Terms specify that only a Regulation S U.S. Person is applicable; and (b) is not a person who comes within any 2

13 definition of U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a Non- United States person defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not Non-United States persons, shall be considered a U.S. person) (such a person or account as described herein, a Permitted Transferee). With the exception of U.S. Exempt Securities, the Notes are available only to Permitted Transferees. Certain issues of English Law Notes of Société Générale, as specified in the applicable Offering Circular, may be offered and sold only (a) in offshore transactions to non-u.s. persons in reliance upon Regulation S under the Securities Act, and/or (b) to qualified institutional buyers (QIBs) in reliance upon Rule 144A under the Securities Act (U.S. Exempt Securities). No issues of Notes by SG Issuer or SG Option Europe will be U.S. Exempt Securities. Information specific to any issue of U.S. Exempt Securities (including information on the form of the Notes and applicable selling and transfer restrictions) shall be set out in an offering circular supplementing this Base Prospectus (Offering Circular) in connection with the offer and sale of such U.S. Exempt Securities. 2. Changes in section Risk Factors (i) In the title of the risk factor , on page 67, The word not is added as follows: Exchange traded funds not actively managed (ii) In risk factor, Risk Factors relating to actively managed Portfolio Linked Notes, on pages 74 and 75, On the fourth line of the last paragraph, the words Settlement Currency are replaced by Portfolio Currency. Therefore the last paragraph shall now be read as follows: In addition, the terms of the Weighting Advisory Agreement stipulate that, should the Weighting Advisory Agreement be terminated for whatever reason, the Weighting Advisor shall be deemed to have served a notice requesting the removal of all components from the Portfolio, leaving a product with only a cash exposure in the Settlement Portfolio Currency. Noteholders should refer to the Weighting Advisory Agreement for more information. 3. Changes in section On-going Public Offers In section On-going public offers, on page 96, the second paragraph is modified as follows: The Bbase Pprospectus dated 26 October 2015 is applicable for the purposes of the Ongoing Public Offers ongoing public offers listed below and the information relating to the Issuer and the Guarantor contained in such Bbase Pprospectus will be continue to be updated by this Base Prospectus. Supplement(s) until the last End Date (being 25 October 2016). In the two first On-going public offers listed in the table having the ISIN Code FR and FR , the maturity date shall be modified as follows: 19 January 1999 shall be deleted and replaced by Open ended. 4. Changes in section Important Information In section Important Information on page 109, the second paragraph shall be modified as follows: Accordingly, other than with respect to except for U.S. Exempt Securities, the Notes may not only be offered, sold, pledged or otherwise transferred except in an offshore transaction (as defined under Regulation S) to or for the account or benefit of a person who (a) is not a U.S. Person, as defined in the General Terms and Conditions for English Law Notes; and (b) is not a person who comes within any definition of U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, 3

14 any person who is not a Non-United States person defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not Non-United States persons, shall be considered a U.S. person) (such a person or account as described herein, a Permitted Transferee). Other than with respect to With the exception of U.S. Exempt Securities, the Notes described herein are available only to Permitted Transferees. 5. Changes in section Form of the Final Terms European Economic Area, (i) In section Form of the Final Terms European Economic Area, on page 148, in the introduction of Part A Contractual Terms, the third paragraph is modified as follows in order to replace the word base prospectus by base prospectuses : [In case of Ppublic Ooffer continuing after the validity of the Base Prospectus: The Base Prospectus expires on 5 July The updated base prospectuses and the subsequent base prospectuses will be available on (ii) In section Form of the Final Terms European Economic Area, in item 9 Distribution on page 193, sub-items (vi) and (vii) shall be modified as follows: [If in case of SGI Index Linked Notes, Advised SGI Index is applicable or if in case of Portfolio Linked Notes, Dynamic Portfolio is applicable AND the Issuer elects to apply only Regulation S U.S. Person definition, insert the following paragraph: (vi) Regulation S U.S. Person Applicable] [If the Notes are neither linked to an Advised SGI Index nor to a Dynamic Portfolio AND the Issuer elects to also apply IRS U.S. Person definition, insert the following paragraph: (vii) Regulation S U.S. Person & AND IRS U.S. Person Applicable] (iii) In section Form of the Final Terms European Economic Area, in the sub-section Annex for Portfolio Linked Notes, on pages 200 to 202, In the sub-section Initial composition of the Portfolio, on page 200, in the column Portfolio Component, the component [Derivatives and Other Instrument] is deleted and replaced by [Derivatives Instrument]. In the sub-section Parameters and elections relating to the Portfolio, on page 201, the items Contact details and Eligible Underlyings Criteria are deleted. In the sub-section Parameters and elections relating to the Portfolio, on pages 201 to 202, an item Weighting Advisor is added in the alphabetical order as follows: Weighting Advisor [specify identity and details in accordance with the Additional Terms and Conditions for Portfolio Linked Notes] 6. Changes in section Terms and Conditions for English Law Notes (i) The definition of U.S. Exempt Securities on page 225 shall be modified as follows: U.S. Exempt Securities means certain issues of Registered Notes of Société Générale, as specified in the applicable Offering Circular, that may be offered and sold only (a) in offshore transactions to persons who are not non-u.s. Persons, and/or (b) to QIBs in reliance upon Rule 144A under the Securities Act. 4

15 (ii) The definition of U.S. Person on page 225 shall be modified as follows: U.S. Person means (i) means Regulation S U.S. Person unless the applicable Final Terms specify that an IRS U.S. Person is also applicable, or (ii) if in case of SGI Index Linked Notes, Advised SGI Index is applicable or if in case of Portfolio Linked Notes, Dynamic Portfolio is applicable, a person who is either a Regulation S U.S. Person or an IRS U.S. Person unless the applicable Final Terms specify that only a Regulation S U.S. Person is applicable; 7. Changes in section Terms and Conditions for French Law Notes (i) (ii) In the introduction of the section Terms and Conditions for French Law Notes on page 289 the third paragraph is deleted. In the Condition 1 Form, Denomination, Redenomination and title, a Condition is added to Condition 1.1 Form on page 291 as follows: French Law Notes issued may not at any time be offered, sold, resold, traded, pledged, redeemed, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a person that is not a Permitted Transferee and any offer, sale, resale, pledge, redemption, transfer or delivery made, directly or indirectly, within the United States or to or for the account or benefit of, a person that is not a Permitted Transferee will not be recognised. French Law Notes may not be legally or beneficially owned at any time by any person that is not a Permitted Transferee and accordingly are being offered and sold in offshore transactions (as defined in Regulation S) to persons that are Permitted Transferees. In this Condition, and in the entire section, the following expressions shall have the following meanings: IRS U.S. Person means a U.S. person as defined in paragraph 7701(a)(30) of the Internal Revenue Code; Permitted Transferee means any person who: (i) is not a U.S. Person; and (ii) is not a person who comes within any definition of U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a Non-United States person defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not Non-United States persons, shall be considered a U.S. person); Regulation S means Regulation S under the Securities Act; Regulation S U.S. Person means a U.S. Person as defined in Regulation S; U.S. Person means (i) Regulation S U.S. Person unless the applicable Final Terms specify that IRS U.S. Person is also applicable, or (ii) if in case of SGI Index Linked Notes, Advised SGI Index is applicable or if in case of Portfolio Linked Notes, Dynamic Portfolio is applicable, a person who is either a Regulation S U.S. Person or an IRS U.S. Person unless the applicable Final Terms specify that only a Regulation S U.S. Person is applicable. (iii) Condition 5.17 Redemption or forced transfer of Notes on page 327 is modified as follows: 5

16 5.17 Redemption or forced transfer of Notes Any transfer or other disposition of any legal or beneficial ownership interest in a Note other than a U.S. Exempt Security to a person that is not a Permitted Transferee will be void ab initio and of no legal effect whatsoever. Any purported transferee of any legal or beneficial ownership interest in a Note other than a U.S. Exempt Security in such a transaction will not be entitled to any rights as a legal or beneficial owner of such interest in such a Note other than a U.S. Exempt Security. If the Issuer determines at any time that a holder of a Note other than a U.S. Exempt Security (i) is a person that is not a Permitted Transferee, or (ii) purchased such Note in breach of the deemed or actual representations given by such holder upon the purchase of such Note, the Issuer may (a) redeem such Note, or (b) direct such holder to sell or transfer its Note to a Permitted Transferee in an offshore transaction meeting the requirements of Regulation S within 30 days following receipt of such notice, and if such holder fails to sell or transfer its Notes within such 30 day period, the Issuer may transfer or sell such Notes on behalf of such holder. No payments will be made on the affected Notes from the date notice of the sale requirement is sent to the date on which the affected Notes are sold. There can be no assurance that a holder of Notes, or an interest therein, who is required to sell Notes, or whose Notes are sold on his behalf (pursuant to this Condition) will not incur a significant loss as a result of the need for the relevant Issuer, or for the transferor, to find a qualifying transferee willing to purchase the Notes. Neither the relevant Issuer, the Guarantor (if applicable) nor any other party shall be liable to a holder for any such loss. 8. Changes in section Subscription, Sale and Transfer Restrictions (i) In section Subscription, Sale and Transfer Restrictions, on pages 1048 to 1050, the subparagraph (d) of paragraph 1 United States Transfer restrictions shall be amended as follows and the rest of the legend remains unchanged: (d) that Notes that, unless the Final Terms specify that IRS U.S. Person is also applicable, or in case of SGI Index Linked Notes, Advised SGI Index is applicable or in case of Portfolio Linked Notes, Dynamic Portfolio is applicable, are not U.S. Exempt Securities will bear a legend to the following effect unless agreed to by the Issuer: (i) if the applicable definition of U.S. Person is Regulation S U.S. Person: THIS SECURITY AND ANY GUARANTEE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS. ACCORDINGLY, THIS SECURITY AND ANY INTEREST THEREIN MAY NOT BE OFFERED OR SOLD EXCEPT AS SET OUT BELOW. THIS SECURITY IS BEING OFFERED AND SOLD IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY, OR ANY INTEREST HEREIN, MAY NOT AT ANY TIME BE OFFERED, SOLD, RESOLD, TRADED, PLEDGED, REDEEMED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, (A) A U.S. PERSON MEANING A U.S. PERSON AS DEFINED IN REGULATION S (REGULATION S U.S. PERSON) AND (B) A PERSON WHO COMES WITHIN ANY DEFINITION OF U.S. PERSON FOR THE PURPOSES OF THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED OR THE RULES THEREUNDER (CFTC RULES) OF THE COMMODITY FUTURES TRADING COMMISSION. (FOR THE AVOIDANCE OF DOUBT, ANY PERSON WHO IS NOT A NON- UNITED STATES PERSON DEFINED UNDER CFTC RULE 4.7(a)(1)(iv), BUT EXCLUDING, FOR PURPOSES OF SUBSECTION (D) THEREOF, THE EXCEPTION FOR QUALIFIED ELIGIBLE PERSONS WHO ARE NOT NON-UNITED STATES PERSONS, SHALL BE 6

17 CONSIDERED A U.S. PERSON) (PERMITTED TRANSFEREES) AND ANY OFFER, SALE, RESALE, TRADE, PLEDGE, REDEMPTION, TRANSFER OR DELIVERY MADE, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS NOT A PERMITTED TRANSFEREE WILL NOT BE RECOGNISED. THIS SECURITY OR ANY INTEREST HEREIN, MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY PERSON THAT IS NOT A PERMITTED TRANSFEREE AND ACCORDINGLY IS BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS TO PERSONS THAT ARE PERMITTED TRANSFEREES IN RELIANCE ON REGULATION S. (ii) If the applicable definition of U.S. Person is either Regulation S U.S. Person or IRS U.S. Person: THIS SECURITY AND ANY GUARANTEE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS. ACCORDINGLY, THIS SECURITY AND ANY INTEREST THEREIN MAY NOT BE OFFERED OR SOLD EXCEPT AS SET OUT BELOW. THIS SECURITY IS BEING OFFERED AND SOLD IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY, OR ANY INTEREST HEREIN, MAY NOT AT ANY TIME BE OFFERED, SOLD, RESOLD, TRADED, PLEDGED, REDEEMED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, (A) A U.S. PERSON AS DEFINED IN REGULATION S (REGULATION S U.S. PERSON) OR AS DEFINED IN PARAGRAPH 7701(a)(30) OF THE INTERNAL REVENUE CODE (IRS U.S. PERSON) AND (B) A PERSON WHO COMES WITHIN ANY DEFINITION OF U.S. PERSON FOR THE PURPOSES OF THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED OR THE RULES THEREUNDER (CFTC RULES) OF THE COMMODITY FUTURES TRADING COMMISSION. (FOR THE AVOIDANCE OF DOUBT, ANY PERSON WHO IS NOT A NON-UNITED STATES PERSON DEFINED UNDER CFTC RULE 4.7(a)(1)(iv), BUT EXCLUDING, FOR PURPOSES OF SUBSECTION (D) THEREOF, THE EXCEPTION FOR QUALIFIED ELIGIBLE PERSONS WHO ARE NOT NON-UNITED STATES PERSONS, SHALL BE CONSIDERED A U.S. PERSON) (PERMITTED TRANSFEREES) AND ANY OFFER, SALE, RESALE, TRADE, PLEDGE, REDEMPTION, TRANSFER OR DELIVERY MADE, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS NOT A PERMITTED TRANSFEREE WILL NOT BE RECOGNISED. THIS SECURITY OR ANY INTEREST HEREIN, MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY PERSON THAT IS NOT A PERMITTED TRANSFEREE AND ACCORDINGLY IS BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS TO PERSONS THAT ARE PERMITTED TRANSFEREES IN RELIANCE ON REGULATION S. BY ITS PURCHASE OF THIS SECURITY OR ANY INTEREST HEREIN, EACH PURCHASER WILL BE DEEMED OR REQUIRED, AS THE CASE MAY BE, TO HAVE AGREED THAT IT MAY NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY INTEREST HEREIN HELD BY IT EXCEPT OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION TO A PERMITTED TRANSFEREE. EACH HOLDER OF AN INTEREST IN THE NOTES AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. TRANSFERS IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE OR EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE. 7

18 THE ISSUER HAS THE RIGHT TO REFUSE TO HONOUR A TRANSFER OF ANY INTEREST IN THIS NOTE TO A PERSON THAT IS NOT A PERMITTED TRANSFEREE. THE ISSUER RESERVES THE RIGHT TO REDEEM OR TRANSFER ON BEHALF OF THE HOLDER ANY NOTE THAT IS HELD BY A PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE SOLD OR TRANSFERRED IN VIOLATION OF THE RESTRICTIONS SET OUT HEREIN. NO PAYMENTS WILL BE MADE ON THE AFFECTED NOTES FROM THE DATE NOTICE OF THE SALE REQUIREMENT IS SENT TO THE DATE ON WHICH THE AFFECTED NOTES ARE SOLD. THERE CAN BE NO ASSURANCE THAT A HOLDER OF NOTES, OR AN INTEREST THEREIN, WHO IS REQUIRED TO SELL NOTES, OR WHOSE NOTES ARE SOLD ON ITS BEHALF (IN THIS WAY) WILL NOT INCUR A SIGNIFICANT LOSS AS A RESULT OF THE NEED FOR THE ISSUER, OR FOR THE TRANSFEROR, TO FIND A PERMITTED TRANSFEREE WILLING TO PURCHASE THE NOTES. NEITHER THE ISSUER NOR ANY OTHER PERSON SHALL BE LIABLE TO A HOLDER FOR ANY SUCH LOSS. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THE NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES. THIS SECURITY AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THE AGENCY AGREEMENT REFERRED TO HEREIN) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF SUCH SECURITIES SENT TO THEIR REGISTERED ADDRESSES, TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS SECURITY AND ANY INTEREST THEREIN AND ANY SECURITIES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON)."; 9. Changes regarding the Additional Terms and Conditions relating to Formulae On pages 355 and 356, the Condition Add on relating to hedging fees applicable to a Product Formula is modified as follows: The term Valuation(t) shall be deleted and replaced by the term Valuation Date(t) wherever it appears in the paragraph. 10. Changes regarding the Additional Terms and Conditions for ETF Linked Notes In the entire Section Additional Terms and Conditions for ETF Linked Notes beginning on page 576, where the term Hedge Positions appears, it shall be replaced by Hypothetical Hedge Positions. 8

19 11. Changes regarding the Additional Terms and Conditions for Portfolio Linked Notes (i) The Section Additional Terms and Conditions for Portfolio Linked Notes is modified as follows: Beginning on page 844, the entire Section Additional Terms and Conditions for Portfolio Linked Notes shall be modified in order that where the term Modification appears it shall be replaced by Modification Proposal. (ii) The Condition 1 General Definitions is modified as follows: - the definition of Equity Instrument shall be amended as follows: On page 845, the term Fund Unit shall be deleted and replaced by the term Fund. Equity Instrument means (i) a Share or (ii) an ETF Share or (iii) a Fund Unit or (iv) an Index on the aforementioned as specified in the applicable Final Terms and, if Dynamic Portfolio is specified as applicable in the applicable Final Terms, subject to the Portfolio Eligibility Criteria. An Equity Instrument may either be a Single Equity or an Underlying Index. - the definition of Optional Redemption Date is modified as follows: On page 848, the term «Optional Early Redemption Date is replaced by the term Optional Redemption Date ; and consequently in the entire section where the term Optional Early Redemption Date appears it shall be replaced by Optional Redemption Date. - the definition of RateLong(k,t) is modified as follows on page 849: RateLong(k,t) means in respect of Calculation Date (t), the level of the relevant rate which corresponds to a long cash position in the Portfolio Component Currency (k) as of such Calculation Date, as specified in the applicable Final Terms or if no such rate is specified therein, zero (0). Unless the level of RateLong(k,t) is specified as *fixed* in the applicable Final Terms, on each Calculation Date, the value of such rate may be amended by the Calculation Agent in order to reflect the cost or gain that would be incurred by the Issuer (or any of its affiliates) if it were to (i) lend/borrow hedging instruments in respect of the Notes and/or (ii) reflect a hypothetical remuneration/borrowing rate in respect of a cash holding in the Notes. - the definition of RateShort(k,t) is modified as follows on page 849: RateShort(k,t) means in respect of Calculation Date (t), the level of the relevant rate which corresponds to a short cash position in the Portfolio Component Currency (k) as of such Calculation Date, as specified in the applicable Final Terms or if no such rate is specified therein, zero (0). Unless *fixed* is specified next to the level of RateShort(k,t) in the applicable Final Terms, on each Calculation Date, the value of such rate may be amended by the Calculation Agent, upon prior notice to the Noteholders, in order to replicate the cost or gain that would be incurred by the Issuer (or any of its affiliates) if it were to (i) lend/borrow hedging instruments in respect of the Notes for an amount equal to the market value of the Note and/or (ii) reflect a hypothetical remuneration/borrowing rate in respect of a cash holding in the Notes. - the definition of Share shall be amended as follows: On page 851, the words an ordinary are deleted and the words or any depositary receipt thereon shall be added at the end of the definition so that the definition of Share shall be read as follows: Share means an ordinary a share of a company or any depositary receipt thereon. 9

20 (iii) The Condition 2 Determination of the Portfolio Level is modified as follows: - in Condition 2.1 Portfolio Level : On page 852, the definition of PL(0) is modified in order to add the terms as of Calculation Date (0) in red and bold below as follows: PL(0) means the initial level of the Portfolio as of Calculation Date (0), as specified in the applicable Final Terms or, if no such level is specified, the Specified Denomination. - in Condition 2.4 Computation of the quantities Q(k,t) : The definition of Q(k,0) is modified in order to add the terms as of Calculation Date (0) in red and bold below as follows: Q(k,0) means the initial quantity of Portfolio Component (k) as of Calculation Date (0), as specified in the applicable Final Terms. - in Condition 2.4 Computation of the quantities Q(k,t) : On page 854, the definition ReweightFactorLong(t) shall be modified in order to add a parenthesis in red and bold below on the third formulae as follows: ReweightFactorLong(t) = TargetGearingLong x 2 x (PL(t-1) + Perf(t-1,t) + Fin(t-1,t)) / (Sum(k from 1 to NPC(t-1)) ((Abs(Q(k,t-1)) + Q(k,t-1)) x AdjustmentFactor(k,t) x S(k,t) x PortfolioFX(k,t))) On page 854, the definition ReweightFactorShort(t) shall be modified in order to add a parenthesis in red and bold below on the third formulae as follows: ReweightFactorShort(t) = TargetGearingShort x 2 x (PL(t-1) + Perf(t-1,t) + Fin(t-1,t)) / (Sum(k from 1 to NPC(t-1)) ((Abs(Q(k,t-1)) - Q(k,t-1)) x AdjustmentFactor(k,t) x S(k,t) x PortfolioFX(k,t))) - in Condition 2.5 Reference Price : On page 855, in sub-condition (a) indicating the construction of the term Closing Price shall be modified as follows: In the paragraph (a), on the second line, the terms «the share of such Company or ETF» shall be replaced by «such Share or ETF Share». The paragraph(a) shall therefore be read as follows: a. if such Portfolio Component (k) is an Equity Instrument that is a Share or an ETF Share, the official closing price of such Share or ETF Share at the Scheduled Closing Time on such Scheduled Calculation Date (t) (or the Scheduled Closing Time on the Scheduled Trading Day preceding such Scheduled Calculation Date (t), as the case may be); In the paragraph f, on the fourth line, where the term Affiliate occurs, it shall be deleted and replaced by affiliates. (iv) The Condition 3 Specific provisions applicable to Dynamic Portfolios is modified as follows: - In the Condition 3.1 Additional definitions applicable to Dynamic Portfolios : On page 856, the definition of Applicable Portfolio Eligibility Criteria shall be modified in order to replace the term Portfolio Modification Eligibility Criteria with the term Modification Related Eligibility Criteria as follows: Applicable Portfolio Eligibility Criteria means a Global Portfolio Eligibility Criteria, a Component Related Eligibility Criteria or a Portfolio Modification Related Eligibility Criteria, as specified in the applicable Final Terms. 10