SUPPLEMENT DATED 25 NOVEMBER 2010 TO THE REFERENCE DOCUMENT DATED 27 APRIL 2010 SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. Securitised Derivatives Programme Irrevocably and unconditionally guaranteed by SOCIÉTÉ GÉNÉRALE This Supplement (the Supplement) to the Reference Document (the Reference Document) dated 27 April 2010, which comprises a base prospectus, constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Securitised Derivatives Programme established by SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. (the Issuer) irrevocably and unconditionally guaranteed by Société Générale (the Guarantor). Terms defined in the Reference Document have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Reference Document and the First Supplement to the Reference Document dated 30 June 2010. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Reference Document by this Supplement and (b) any other statement in or incorporated by reference in the Reference Document, the statements in (a) above will prevail. Save as disclosed in this Supplement, to the best of the knowledge and belief of the Issuer and the Guarantor, no other significant new factor, material mistake or inaccuracy relating to information included in the Reference Document has arisen or been noted, as the case may be, since the publication of the Reference Document. In accordance with section 87Q(4) FSMA, investors who have agreed to purchase or subscribe for Securitised Derivatives before the Supplement is published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances. 1. INCORPORATION BY REFERENCE OF FINANCIAL STATEMENTS The following documents, which have previously been published or are published simultaneously with this Supplement, shall be deemed to be incorporated in, and to form part of, this Supplement: (a) (b) (c) the English translation of the Issuer's Interim Financial Statements to June 2010 containing the Issuer's IFRS Financial Statements for the six months ended 30 June 2010 and the English language version of the accompanying independent auditor's report (which represents an accurate and direct translation of the original), which have been filed with the Commission de Surveillance du Secteur Financier; the English translation of the second update to the Registration Document of the Guarantor, the French version of which was submitted to the Autorité des Marchés Financiers on 5 August 2010 under N D 10-0087-A02 (which includes, the financial information of Société Générale for the six-month period ended 30 June 2010). The English translation of the update to the Registration Document is an accurate and direct translation of the French version; and the English translation of the third update to the Registration Document of the Guarantor the French version of which was submitted to the Autorité des Marchés Financiers on 4 November 2010 under N D 10-0087-A03 (which includes, the financial information of Société Générale 1
for the three-month period ended 30 September 2010). The English translation of the update to the Registration Document is an accurate and direct translation of the French version. Copies of this Supplement and any of the documents incorporated by reference can be obtained, without charge, from the specified office of the Issuer and the Agent, in each case at the address given at the end of the Reference Document. If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive (Directive 2003/71/EC) except where such information or other documents are specifically incorporated by reference or attached to this Supplement. 2. CONSTITUTIONAL REFORM IN THE NETHERLANDS ANTILLES Following constitutional reform effective since 10 October 2010, the country of the Netherlands Antilles has been dissolved, forming the new states of St. Maarten, Curaçao, and Bonaire, Saba and St. Eustatius. As a result, the following sections of the Reference Document are deemed to be amended as follows: (a) the section under the heading "Summary description of the Issuer" in the "Summary of the Programme" is deemed to be deleted in its entirety and replaced as follows: "SGA Société Générale Acceptance N.V. was incorporated on 7 October 1986 for an unlimited duration as a limited liability company under the laws of Curaçao, formerly the Netherlands Antilles. SGA Société Générale Acceptance N.V.'s head office is located at Landhuis Joonchi, Kaya Richard J. Beaujon z/n Curaçao and it is registered in the Commercial Register of the Chamber of Commerce and Industry at Curaçao, under No. 45500 (0). The purpose and object of SGA Société Générale Acceptance N.V. is to invest its funds in securities, such as shares and other certificates of participation, and bonds and in other interestbearing debentures under whatever name and in whatever form; to borrow money and to issue notes, bonds, debentures, warrants and any kind of debt instruments therefor, with any type of underlying, including without limitation, a share in a company, any other equity or non-equity security, an index, a currency, a currency exchange rate, an interest rate, a dividend, a credit risk, a fund unit, a share of an investment company, a term deposit, a life insurance contract, a loan, a commodity, a futures contract, an underlying unallocated precious metal, a unit linked feature (accounting unit), or any other factor, a basket thereof or any combination thereof, all subject to any applicable law and regulation; as well as to lend money - within the group to which SGA Société Générale Acceptance N.V. belongs - and to provide security in any form on behalf of third parties (article 2.1 of the articles of incorporation). SGA Société Générale Acceptance N.V. has no subsidiaries. SGA Société Générale Acceptance N.V. is a 100 per cent. owned subsidiary of Société Générale and is a fully consolidated company."; (b) (c) the section under the heading "Selling Restrictions" in the "Summary of the Programme" is deemed to be deleted in its entirety and replaced as follows: "There are restrictions on the offer, sale and transfer of the SDs in the United States, the European Economic Area (including the United Kingdom and France) and Curaçao and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of SDs (see Purchase and Sale)."; the section under the heading "Description of the Issuer" is deemed to be deleted in its entirety and replaced as follows: "Information relating to SGA Société Générale Acceptance N.V. SGA Société Générale Acceptance N.V. was incorporated on 7 October 1986 for an unlimited duration as a limited liability company under the laws of Curaçao, formerly the Netherlands Antilles. 2
SGA Société Générale Acceptance N.V.'s head office is located at Landhuis Joonchi, Kaya Richard J. Beaujon z/n Curaçao. SGA Société Générale Acceptance N.V. is registered in the Commercial Register of the Chamber of Commerce and Industry at Curaçao, under No. 45500 (0). It was first registered on 30 October 1986. Its telephone number is 59 99 736 62 77. The financial year of SGA Société Générale Acceptance N.V. runs from 1 January to 31 December. SGA Société Générale Acceptance N.V.'s legal and commercial name is "SGA Société Générale Acceptance N.V.". The purpose and object of SGA Société Générale Acceptance N.V. is to invest its funds in securities, such as shares and other certificates of participation, and bonds and in other interestbearing debentures under whatever name and in whatever form; to borrow money and to issue notes, bonds, debentures, warrants and any kind of debt instruments therefor, with any type of underlying, including without limitation, a share in a company, any other equity or non-equity security, an index, a currency, a currency exchange rate, an interest rate, a dividend, a credit risk, a fund unit, a share of an investment company, a term deposit, a life insurance contract, a loan, a commodity, a futures contract, an underlying unallocated precious metal, a unit linked feature (accounting unit), or any other factor, a basket thereof or any combination thereof, all subject to any applicable law and regulation; as well as to lend money - within the group to which SGA Société Générale Acceptance N.V. belongs - and to provide security in any form on behalf of third parties (article 2.1 of the articles of incorporation). Organisational Structure/Major Shareholders SGA Société Générale Acceptance N.V. has no subsidiaries. SGA Société Générale Acceptance N.V. is a 100 per cent. owned subsidiary of Société Générale and is a fully consolidated company. SGA Société Générale Acceptance N.V. is a finance company whose main business is raising debt to be on-lent to Société Générale and other members of the Group. SGA Société Générale Acceptance N.V. is a member of the Société Générale group: a simplified organisational chart is set out on pages 32 33 of the 2010 Registration Document of Société Générale. Share Capital The registered issued share capital of SGA Société Générale Acceptance N.V. is USD560,000 divided into 560,000 ordinary fully paid up shares of USD1 each. General Meetings of Shareholders Each of the managing directors and the supervisory directors, and shareholders together representing at least ten per cent. of the issued share capital of SGA Société Générale Acceptance N.V., are entitled to convene general meetings of shareholders. The annual general meeting of shareholders of SGA Société Générale Acceptance N.V. must be held within nine months after the end of each financial year. Shareholders are entitled to one vote per share. Resolutions proposed at annual general meetings of shareholders require a clear majority of votes cast or, in the case of a resolution to dissolve SGA Société Générale Acceptance N.V. or to amend its articles, a majority of three-quarters of votes cast in a meeting where at least three-quarters of the issued shares are represented. Business Overview/Principal Activities/Principal Markets Securities issued by SGA Société Générale Acceptance N.V. are listed in Paris, Luxembourg, Frankfurt, Düsseldorf, London, Amsterdam, Brussels, Stockholm and Zurich. Administration and Management of SGA Société Générale Acceptance N.V. Pursuant to its articles of incorporation, SGA Société Générale Acceptance N.V. is managed by a management board consisting of one or more managing directors under the supervision of a board consisting of one or more supervisory directors. The members of the management board are United International Trust N.V. (the statutory directors of which are Gregory E. Elias and Robertus J.G.A. Bremer) Christophe Leblanc and Serge Topolanski. 3
The members of the supervisory board are Eric Rabin and Alain Bozzi. Christophe Leblanc and Serge Topolanski currently hold full-time management positions at Société Générale. Gregory Elias and Robertus J.G.A. Bremer currently hold the respective positions of Managing Director Chairman and Managing Director of United International Trust N.V. The business address of Christophe Leblanc and Serge Topolanski is Société Générale, Tour Société Générale, 92987 Paris-La Défense Cedex. The business address for all other directors of SGA Société Générale Acceptance N.V., including the directors of United International Trust N.V., is that of the head office of SGA Société Générale Acceptance N.V. (as above). There are no conflicts of interest between any duties owed by the members of the management board (including the statutory directors of United International Trust N.V. named above) and the supervisory board to SGA Société Générale Acceptance N.V. and their private interests and/or other duties. SGA Société Générale Acceptance N.V. complies with the corporate governance regime of Curaçao. Indebtedness SGA Société Générale Acceptance N.V. has the equivalent (calculated on 31 December 2009) of USD 82,471,418,000.00 total indebtedness (under IFRS). Financial information concerning SGA Société Générale Acceptance N.V. SGA usually issues notes, warrants and other types of indebtedness. The entire amount of the proceeds of such issuances is invested in financial instruments with similar characteristics. Therefore cash-flows generated in SGA's business are considered as operating cash-flows and are nil in net amount. Auditors For the financial year ended on 31 December 2009, the accounts of SGA Société Générale Acceptance N.V. were audited, without qualification, in accordance with IFRS, by Deloitte & Associés (formerly named Deloitte Touche Tohmatsu) (member of the French Compagnie nationale des commissaires aux comptes) represented by Mr Jean-Marc Mickeler, 185 avenue Charles de Gaulle, 92200 Neuilly-sur-Seine Cedex, France. The audit of SGA Société Générale Acceptance N.V. was carried out at the request of Société Générale of which Deloitte & Associés is one of the auditors. For the financial year ended on 31 December 2008, the independent auditors of SGA Société Générale Acceptance N.V. were Ernst & Young et Autres (having changed their name from Barbier Frinault & Autres, Ernst & Young Network on 1 July 2006) (member of the French Compagnie nationale des commissaires aux comptes) represented by Mme Isabelle Santenac, 41 rue Ybry, 92576 Neuilly-sur-Seine Cedex, France, who have audited SGA Société Générale Acceptance N.V.'s accounts, without qualification, in accordance with IFRS for the financial year ended on 31 December 2008. On 31 December 2008 SGA Société Générale Acceptance N.V. replaced Ernst & Young et Autres with Deloitte & Associés as part of the ordinary rotation of its auditors. Neither Ernst & Young et Autres nor Deloitte & Associés have any material interest in SGA Société Générale Acceptance N.V."; (d) (e) each reference to the Netherlands Antilles (or Netherlands Antilles, as the case may be), including the heading "Netherlands Antilles", in the section "Netherlands Antilles" under the heading "Certain taxation considerations", is deemed to be deleted and replaced with a reference to Curaçao; and each reference to the Netherlands Antilles (or Netherlands Antilles, as the case may be), including the heading "Netherlands Antilles", in the section "Netherlands Antilles" under the heading "Purchase and Sale", is deemed to be deleted and replaced with a reference to Curaçao. 4
3. CHANGE OF ADDRESS OF THE AGENT The address of the Agent on page 105 of the Reference Document is deemed to be deleted in its entirety and replaced with the following address: Computershare Investor Services PLC, The Pavillions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom. 4. RESPONSIBILITY Each of the Issuer and the Guarantor accept responsibility for the information contained in this Supplement. To the best of the knowledge and belief of each of the 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. 5