Information contained in this amended Preliminary Pricing Supplement is subject to completion and amendment. No registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities are being offered pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. This amended Preliminary Pricing Supplement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Amended Preliminary Pricing Supplement (To the Offering Memorandum dated March 23, 2016, the Product Supplement for Rate-Linked Notes dated March 23, 2016 and the Product Supplement for Index-Linked Notes dated March 23, 2016) SOCIÉTÉ GÉNÉRALE $[ ] HYBRID CALLABLE WORST-OF RANGE ACCRUAL NON-PRINCIPAL PROTECTED NOTES SERIES 2016-322 DUE SEPTEMBER 30, 2031 AMENDED PRELIMINARY PRICING SUPPLEMENT Payment of all amounts due and payable under the Hybrid Callable Worst-Of Range Accrual Non-Principal Protected Notes is irrevocably and unconditionally guaranteed pursuant to a Guarantee issued by Société Générale, New York Branch We, Société Générale, a société anonyme incorporated in the Republic of France (the Issuer ), are offering, pursuant to the offering memorandum dated March 23, 2016 (the Offering Memorandum ), the Product Supplement for Index-Linked Notes dated March 23, 2016 (the Index Product Supplement ), the Product Supplement for Rate-Linked Notes dated March 23, 2016 (the Rate Product Supplement and, together with the Index Product Supplement, collectively the Product Supplements ) and this amended preliminary pricing supplement (the Pricing Supplement ), the Hybrid Callable Worst-Of Range Accrual Non-Principal Protected Notes (each, a Note and together, the Notes ) specified herein. If the terms described herein are different or inconsistent with those described in the accompanying Product Supplements or the accompanying Offering Memorandum, the terms described herein shall control. Capitalized terms used in this Pricing Supplement, but not defined herein, shall have the meaning ascribed to them in the accompanying Product Supplements or the accompanying Offering Memorandum. The Notes pay interest at the Variable Rate per annum described below, subject to the maximum Coupon Rate of 8.05% per annum and the minimum Coupon Rate of 0.00% per annum. Unlike ordinary debt securities, the Notes do not guarantee any interest or coupon payment on any Coupon Payment Date. YOU MAY RECEIVE A LOW OR NO COUPON PAYMENT ON ONE OR MORE COUPON PAYMENT DATES. UNLIKE ORDINARY DEBT SECURITIES, THE NOTES DO NOT GUARANTEE THE RETURN OF ANY PORTION OF THE NOTIONAL AMOUNT TO INVESTORS ON THE MATURITY DATE. AN INVESTMENT IN THE NOTES WILL EXPOSE YOU TO THE RISK OF ONE OF THE REFERENCE INDICES SPECIFIED HEREIN (EACH A REFERENCE INDEX ) DECLINING IN VALUE AND MAY RESULT IN A LOSS OF UP TO 100% OF YOUR PRINCIPAL INVESTMENT. THE NOTES ARE UNSECURED DEBT OBLIGATIONS ISSUED BY US AND ARE NOT LISTED ON ANY EXCHANGE. ALL PAYMENTS ON THE NOTES ARE SUBJECT TO THE CREDITWORTHINESS (ABILITY TO PAY) OF THE ISSUER AND SOCIÉTÉ GENERALE, NEW YORK BRANCH, AS THE GUARANTOR. SUBJECT TO EARLY REDEMPTION, THE COUPON PAYMENT ON EACH COUPON PAYMENT DATE WILL VARY BASED ON WHETHER THE CLOSING LEVEL OF EACH REFERENCE INDEX IS GREATER THAN OR EQUAL TO ITS RESPECTIVE BARRIER LEVEL ON EACH CALENDAR DAY DURING THE COUPON PERIOD AND WHETHER THE REFERENCE RATE ON EACH CALENDAR DAY IS LESS THAN OR EQUAL TO THE REFERENCE RATE BARRIER, AS DESCRIBED UNDER ACCRUAL CONDITION BELOW. IF THE ACCRUAL CONDITION DESCRIBED BELOW IS NOT SATISFIED ON ONE OR MORE CALENDAR DAYS DURING ANY COUPON PERIOD, THE VARIABLE RATE AND, THEREFORE, THE COUPON PAYMENT FOR SUCH COUPON PERIOD WILL BE REDUCED (AND COULD BE REDUCED TO ZERO). YOU MAY NOT RECEIVE ANY COUPON PAYMENT ON ONE OR MORE COUPON PAYMENT DATES. BY SUBSCRIBING TO OR OTHERWISE ACQUIRING THE NOTES, YOU WILL BE BOUND BY AND DEEMED IRREVOCABLY TO CONSENT TO ANY APPLICATION OF THE BAIL-IN TOOL OR ANY OTHER RESOLUTION MEASURE BY THE RESOLUTION AUTHORITY, WHICH MAY RESULT IN THE CONVERSION TO EQUITY, WRITE-DOWN OR CANCELLATION OF ALL OR A PORTION OF THE NOTES OR THE GUARANTEE, OR VARIATION OF THE TERMS AND CONDITIONS OF THE NOTES OR THE GUARANTEE, IF THE ISSUER OR THE GUARANTOR IS DETERMINED TO MEET THE CONDITIONS FOR RESOLUTION. IF THE RESOLUTION AUTHORITY APPLIES THE BAIL-IN TOOL OR ANY OTHER RESOLUTION MEASURE TO US, YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IN THE NOTES. PLEASE SEE THE ACCOMPANYING OFFERING MEMORANDUM FOR PROVISIONS RELATED TO BAIL-IN TOOL AND OTHER RESOLUTION MEASURES APPLICABLE TO US. THE NOTES MAY BE REDEEMED EARLY PRIOR TO MATURITY, AS DESCRIBED HEREIN. IF THE NOTES ARE REDEEMED EARLY, YOU WILL BE SUBJECT TO REINVESTMENT RISK. THE NOTES INVOLVE RISKS NOT ASSOCIATED WITH AN INVESTMENT IN ORDINARY DEBT SECURITIES. SEE RISK FACTORS BEGINNING ON PAGE 10 OF THIS PRICING SUPPLEMENT, ON PAGE 2 OF THE ACCOMPANYING PRODUCT SUPPLEMENTS AND ON PAGE 8 OF THE ACCOMPANYING OFFERING MEMORANDUM. Payment on the Maturity Date: Subject to Early Redemption and the credit risk of the Issuer and Guarantor, on the Maturity Date, in addition to any final accrued and unpaid Coupon Payment, for each $1,000 Notional Amount of Notes that you hold, you will receive the Redemption Amount, which will equal: $1,000, if the Final Index Level of each Reference Index is greater than or equal to its respective Downside Threshold Level, which means that in this case you will receive the Notional Amount of your Notes at maturity; or $1,000 reduced by the product of (i) $1,000 and (ii) the absolute value of the Index Performance of the Worst Performing Reference Index, if the Final Index Level of either one of the Reference Indices is less than its respective Downside Threshold Level (i.e., if the Final Index Level of a Reference Index depreciates against its Initial Index Level by more than 50.00%). In this event the Redemption Amount will be less than $500.00 and you will lose more than 50.00% of the Notional Amount of your Notes and could lose all of your invested principal in the Notes.
If the Final Index Level of either of the Reference Indices is less than its Downside Threshold Level (i.e., if such Reference Index has depreciated from its Initial Index Level by more than 50.00% over the term of the Notes), you will lose 1.00% of the Notional Amount of your Notes for every 1.00% decline of the Reference Index below zero. Therefore, you could lose up to 100% of your invested principal in the Notes. Specific Terms relating to the Payment on the Maturity Date: Index Performance: With respect to each Reference Index, (i) the Final Index Level minus the Initial Index Level divided by (ii) the Initial Index Level, expressed as a percentage, as determined by the Calculation Agent. Initial Index Level: (i) with respect to the S&P 500 Index, [ ] and (ii) with respect to the Russell 2000 Index, [ ], each of which reflects the Closing Level of the respective Reference Index on the Pricing Date, as determined by the Calculation Agent. Early Redemption Final Index Level: With respect to each Reference Index, its respective Closing Level on the Valuation Date, as determined by the Calculation Agent. Downside Threshold Level: (i) with respect to the S&P 500 Index, [ ] and (ii) with respect to the Russell 2000 Index, [ ], each of which is equal to 50.00% of the respective Initial Index Level of the Reference Indices. Worst Performing Reference Index: The Reference Index that has the lowest Index Performance. Commencing on the fourth Coupon Payment Date, we will have the right, upon at least 5 Business Days notice to the Trustee, to redeem the Notes in whole, but not in part, on any Coupon Payment Date (excluding the Maturity Date) at an amount equal to 100% of the Notional Amount of the Notes that you hold plus any final accrued and unpaid Coupon Payment payable on the date of such Early Redemption. If we exercise our Early Redemption option, the Coupon Payment Date on which we exercise such option will be referred to as the Early Redemption Date. Coupon Payments: Subject to Early Redemption and the credit risk of the Issuer and Guarantor, on each Coupon Payment Date, for each $1,000 Notional Amount of Notes that you hold, you will receive a Coupon Payment equal to the product of (i) $1,000 and (ii) the Variable Rate for the corresponding Coupon Period. With respect to each Coupon Period, if the Accrual Condition is not satisfied on each calendar day during such Coupon Period, then you will not receive any Coupon Payment on the related Coupon Payment Date. THEREFORE, YOU MAY RECEIVE A LOW OR NO COUPON PAYMENT ON ONE OR MORE COUPON PAYMENT DATES. Variable Rate (the Coupon Rate ): The Variable Rate for each of the Coupon Periods shall be the rate computed based on the following formula: Where, Base Rate x (Variable Days/Actual Days) Base Rate means the quarterly coupon rate based on a per annum rate of 8.05% as adjusted (multiplied) by the 30/360 Day Count Fraction; 30/360 Day Count Fraction means, with respect to each Coupon Payment, the number of days in the Coupon Period in respect of which such Coupon Payment is being made, determined on the basis of a 360-day year consisting of twelve 30-day months, divided by 360; Variable Days means, with respect to each Coupon Period, the actual number of calendar days during such Coupon Period on which the Accrual Condition is satisfied; and Actual Days means, with respect to each Coupon Period, the actual number of calendar days in such Coupon Period. Accrual Condition: For each Coupon Period, a calendar day in such Coupon Period shall be deemed to have satisfied the Accrual Condition if both (i) the Reference Rate on such calendar day is less than or equal to the Reference Rate Barrier and (ii) the Closing Level (as defined in the Index Product Supplement) of each Reference Index on such calendar day is greater than or equal to its respective Barrier Level. If on any calendar day, (i) the Reference Rate on such calendar day is greater than the Reference Rate Barrier and/or (ii) the Closing Level of either Reference Index on such calendar day is less than its respective Barrier Level, then the Accrual Condition shall be deemed not to have been satisfied for such calendar day. If a calendar day in any relevant Coupon Period is not a Business Day, the value of the Reference Rate for such calendar day shall be the value of the Reference Rate on the immediately preceding Business Day. If a calendar day in any relevant Coupon Period is not a Scheduled Trading Day (as defined in the Index Product Supplement) for any Reference Index, the Closing Level of such Reference Index for such calendar day shall be the Closing Level of such Reference Index on the immediately preceding Scheduled Trading Day. With respect to each Exclusion Period for the Reference Rate, the Reference Rate for each calendar day in such Exclusion Period shall be the Reference Rate on the fifth Business Day preceding the corresponding Coupon Payment Date. With respect to each Exclusion Period for the Reference Indices, the Closing Level of any Reference Index for each calendar day in such Exclusion Period shall be the Closing Level of such Reference Index on the fifth Scheduled Trading Day preceding the corresponding Coupon Payment Date. Specific Terms relating to the Coupon: Reference Indices: (i) S&P 500 50 Index (Bloomberg ticker: SPX <Index>) and (ii) Russell 2000 Index (Bloomberg ticker: RTY <Index>), each a Reference Index and collectively, the Reference Indices. Index Sponsor: (i) with respect to the S&P 500 Index, S&P Dow Jones Indices LLC, and (ii) with
respect to the Russell 2000 Index, Russell Investments. Barrier Level: (i) with respect to the S&P 500 Index, [ ] and (ii) with respect to the Russell 2000 Index, [ ], each of which is equal to 60.00% of the respective Initial Index Level of the Reference Indices. Reference Rate Barrier: 6.00% Reference Rate: With respect to a calendar day that is a London Business Day, the London Interbank Offer Rate for deposits in U.S. Dollars with the Designated Maturity (the 6-Month USD LIBOR Rate ) that appears on Reuters page LIBOR01 (or any successor page) under the heading 6Mo at 11:00 a.m. (London time) on such calendar day. If such rate does not appear on Reuters page LIBOR01 on such calendar day, the Reference Rate shall be determined in accordance with the section Description of the Notes The Reference Rates LIBOR Rate in the accompanying Rate Product Supplement. Designated Maturity: 6 months Business Day Convention: Modified Following. No adjustment to the calculated Coupon Payment will be made in the event a Coupon Payment Date is not a Business Day. Coupon Payment Date: The last calendar day of each March, June, September and December; provided that (i) the first Coupon Payment Date will be December 31, 2016 and (ii) the final Coupon Payment Date will be the Maturity Date or the Early Redemption Date, as the case may be. Coupon Period: With respect to each Coupon Payment Date, each period from, and including, the Other Specific Terms of the Notes: CUSIP: 83369ENM8 ISIN: US83369ENM83 Calculation Agent: Société Générale Placement Agent: SG Americas Securities, LLC Aggregate Notional Amount: $[ ] Notional Amount per Note: $1,000 Minimum Investment Amount/Minimum Holding: $10,000 Notional Amount of Notes (10 Notes) preceding Coupon Payment Date to, but excluding, such Coupon Payment Date, except that (a) the first Coupon Period will commence on, and include, the Issue Date and (b) the final Coupon Period will end on, but exclude, the Maturity Date or Early Redemption Date, as the case may be. Exclusion Period: With respect to each relevant Coupon Period and the Reference Rate, the period commencing on, and including, the fifth New York Business Day preceding the corresponding Coupon Payment Date and ending on, and including, the last calendar day of such Coupon Period; and with respect to each relevant Coupon Period and the Reference Index, the period commencing on, and including, the fifth Scheduled Trading Day preceding the corresponding Coupon Payment Date and ending on, and including, the last calendar day of such Coupon Period. Business Day: With respect to determination of the Reference Rate, London Business Day. For purposes of determining whether or not a Coupon Payment Date or the Maturity Date is a Business Day, Business Day should mean New York Business Day. New York Business Day: Any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in New York City, USA are authorized or required by law, regulation or executive order to close. London Business Day: With respect to the Reference Rate and as determined by the Calculation Agent, any day on which dealings in U.S. Dollars are transacted in the London interbank market other than a Saturday or Sunday. Issue Price: $1,000 per $1,000 Notional Amount of Notes Pricing Date: September 27, 2016 Issue Date: September 30, 2016 Valuation Date: September 25, 2031 Maturity Date: September 30, 2031 The Notes are subject to acceleration upon occurrence of an Event of Default as described under Risk Factors If the Notes are accelerated due to our insolvency, you may receive an amount substantially less than the Notional Amount of the Notes in the accompanying Product Supplements and Risk Factors Your return may be limited or delayed by the insolvency of Société Générale in the Offering Memorandum.
Price to Public(1) Distributor s Commission(2) Proceeds to Us Per Note $1,000.00 up to $[ ] no less than $[ ] Total $[ ] up to $[ ] no less than $[ ] (1) The price to the public includes our structuring and development costs as well as the expected cost and profit of hedging our obligations under the Notes. Also see Risk Factors Certain built-in costs are likely to adversely affect the value of the Notes prior to maturity; secondary market prices of the Notes will likely be lower than the original issue price of the Notes and vary from the estimated value of the Notes; estimated value of the Notes retains certain anticipated risk provisions herein and Risk Factors The inclusion of commissions and projected profit from hedging in the original price is likely to adversely affect secondary market prices in the accompanying Product Supplements. (2) Please see Supplemental Plan of Distribution (Conflict of Interest) in this Pricing Supplement as well as Supplemental Plan of Distribution in the accompanying Product Supplements for information about fees and commissions. Each Distributor or any dealer selling a Note to an account with respect to which it receives a management fee will forego any commission on such sale, and this may result in holders of such accounts being entitled to purchase the Notes at a price lower than $1,000 per Note, but not less than $[ ] per Note. The marketing period for the Notes will be September 2, 2016 to September 27, 2016, subject to earlier closure at the discretion of the Issuer. We currently estimate that the value of each $1,000 Notional Amount of the Notes on the Pricing Date will be approximately between $900.00 and $950.00, as determined by reference to our proprietary pricing models and the discount rate at which we are currently willing to borrow funds through the issuance of the Notes, which may account for the higher costs associated with structuring and offering the Notes and our liquidity needs (our internal funding rate ). This range of estimated values reflects terms that are not yet fixed. A single estimated value reflecting final terms will be determined on the Pricing Date. The estimated value of the Notes, when the actual terms of the Notes are set, will be less than the public offering price you pay to purchase the Notes. The estimated value of the Notes is not an indication of actual profit to us or any of our affiliates, nor is it an indication of the price, if any, at which we, the Placement Agent or any other person may be willing to buy the Notes from you at any time after issuance. See Estimated Value and Secondary Market Prices of the Notes in this Pricing Supplement for additional information. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. THE NOTES AND THE GUARANTEE BY SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE NOTES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 3(a)(2) OF THE SECURITIES ACT. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE SEC ) NOR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE NOTES OR THE GUARANTEE OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT AND THE ACCOMPANYING PRODUCT SUPPLEMENTS AND OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Société Générale is rated A by Standard & Poor s, A2 by Moody s and A by Fitch Rating. The ratings listed above have been assigned to Société Générale and reflect the rating agencies view of the likelihood that we will honor our long-term unsecured debt obligations and do not address the price at which the Notes may be resold prior to maturity or Early Redemption, which may be substantially less than the Issue Price of the Notes. The Issuer s rating assigned by each rating agency reflects only the view of that rating agency, is not a recommendation to buy, sell or hold the Notes and is subject to revision or withdrawal at any time by that rating agency in its sole discretion. Each rating should be evaluated independently of any other rating. The Notes are not, and will not be, rated by any nationally recognized statistical rating organization. Neither the Placement Agent nor our distributors are obligated to purchase the Notes but have agreed to use reasonable efforts to solicit offers to purchase the Notes. To the extent the full aggregate Notional Amount of the Notes being offered by this Pricing Supplement is not purchased by investors in the offering, the Placement Agent or one or more of our affiliates may agree to purchase a part or all of the unsold portion, which may constitute a substantial portion of the total aggregate Notional Amount of the Notes, and to hold such Notes for investment purposes. See Risk Factors - The Notes will not be listed on any securities exchange or any inter-dealer quotation system; there may be no secondary market for the Notes; potential illiquidity of the secondary market; holding of the Notes by the Placement Agent or our or its affiliates and future sales in this Pricing Supplement. This Pricing Supplement, the Product Supplements and Offering Memorandum may be used by our affiliates in connection with offers and sales of the Notes in market-making transactions. The Issuer reserves the right to withdraw, cancel or modify the offer and to reject orders in whole or in part. The Notes are expected to be delivered through the facilities of The Depository Trust Company on or about the Issue Date. The date of this Pricing Supplement is September 9, 2016.
UNDER NO CIRCUMSTANCES SHALL THIS PRICING SUPPLEMENT, THE PRODUCT SUPPLEMENTS AND THE OFFERING MEMORANDUM CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE NOTES OR THE GUARANTEE, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE NOTES CONSTITUTE UNCONDITIONAL LIABILITIES OF THE ISSUER, AND THE GUARANTEE CONSTITUTES AN UNCONDITIONAL OBLIGATION OF THE GUARANTOR. THE NOTES AND THE GUARANTEE ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY U.S. OR FRENCH GOVERNMENTAL OR DEPOSIT INSURANCE AGENCY. In making your investment decision, you should rely only on the information contained or incorporated by reference in this Pricing Supplement and the accompanying Product Supplements and Offering Memorandum. Copies of this Pricing Supplement and the accompanying Product Supplements and Offering Memorandum are available from us, at no cost to you, and you should read each of these documents carefully prior to investing in the Notes. We have not authorized anyone to give you any additional or different information. The information in this Pricing Supplement and the accompanying Product Supplements and Offering Memorandum may only be accurate as of the dates of each of these documents, respectively. The contents of this Pricing Supplement are not to be construed as legal, business, or tax advice. The Notes described in this Pricing Supplement and the accompanying Product Supplements and Offering Memorandum are not appropriate for all investors, and involve important legal and tax consequences and investment risks, which should be discussed with your professional advisors. You should be aware that the regulations of the Financial Industry Regulatory Authority, Inc. and the laws of certain jurisdictions (including regulations and laws that require brokers to ensure that investments are suitable for their customers) may limit the availability of the Notes. We are offering to sell, and are seeking offers to buy, the Notes only in jurisdictions where such offers and sales are permitted. This Pricing Supplement and the accompanying Product Supplements and Offering Memorandum do not constitute an offer to sell or a solicitation of an offer to buy the Notes in any circumstances in which such offer or solicitation is unlawful. 1
ADDITIONAL TERMS SPECIFIC TO THE NOTES You should read this Pricing Supplement together with the accompanying Offering Memorandum and the accompanying Product Supplements relating to the Notes and the Program (of which the Notes are a part). This Pricing Supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under Risk Factors in this Pricing Supplement, the accompanying Product Supplements and the accompanying Offering Memorandum, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, accounting and other advisors before you invest in the Notes. You may access these documents as follows: Offering Memorandum dated March 23, 2016: http://usprogram.socgen.com/files/116.pdf Product Supplement for Rate-Linked Notes dated March 23, 2016: http://usprogram.socgen.com/files/123.pdf Product Supplement for Index-Linked Notes dated March 23, 2016: http://usprogram.socgen.com/files/119.pdf This Pricing Supplement and the Index Product Supplement (as amended below) shall govern the Notes with respect to terms relating to the Reference Index, and this Pricing Supplement and the Rate Product Supplement shall govern the Notes with respect to terms relating to the Reference Rate. In this Pricing Supplement, the accompanying Product Supplements and the accompanying Offering Memorandum, we, us and our refer to Société Générale, unless the context requires otherwise. MARKET DISRUPTION EVENT Notwithstanding the section Description of the Notes Market Disruption Event in the accompanying Index Product Supplement, if on any Scheduled Trading Day in any relevant Coupon Period (including the Valuation Date), a Market Disruption Event occurs with respect to any Reference Index, the Closing Level for such Reference Index for such Scheduled Trading Day (the Original Disrupted Day ) shall be the Closing Level of the Reference Index on the immediately preceding Scheduled Trading Day on which no Market Disruption Event exists. However, if a Market Disruption Event for the Reference Index exists on each of the eight consecutive Scheduled Trading Days immediately preceding the Original Disrupted Day, the Calculation Agent will determine the Closing Level for the Reference Index on the eighth Scheduled Trading Day immediately preceding the Original Disrupted Day (the Reference Index Disruption Calculation Day ) (notwithstanding the fact that a Market Disruption Event exists on the Reference Index Disruption Calculation Day) in accordance with the formula for and method of calculating the Reference Index last in effect prior to such Market Disruption Event, but using only those constituents that comprised the Reference Index prior to such Market Disruption Event and using the Exchange traded or quoted price of each of such constituents as of the Scheduled Closing Time of the relevant Exchange on the Reference Index Disruption Calculation Day (or if a Market Disruption Event has occurred with respect to any constituent of the Reference Index on the Reference Index Disruption Calculation Day, its good faith estimate of the value of the relevant constituent as of the Scheduled Closing Time on the Reference Index Disruption Calculation Day, which may equal the latest available price or quote for such constituent on or prior to the Reference Index Disruption Calculation Day) and the good faith estimate of the value of the Closing Level of the Reference Index so calculated shall be the Closing Level for the Original Disrupted Day. To the extent the Calculation Agent is unable, in its reasonable determination, to calculate the Reference Index in such manner, it will determine the Closing Level of the Reference Index 2
for the Original Disrupted Day, in its sole discretion, based on its good faith and commercially reasonable determination of the level of such Reference Index (which may be the level of the Reference Index at which we, the Guarantor or one or more of our affiliates acquire, establish, reestablish, substitute, maintain, unwind or dispose of any hedging transactions with respect to the Notes). CONTACT INFORMATION You may contact Société Générale, New York Branch at their offices located at 245 Park Avenue, New York, NY 10167 Attention: Global Markets Division, or by telephoning Société Générale, New York Branch at 212-278-6000 for additional information. 3
SUMMARY Because this is a summary, it does not contain all of the information that may be important to you. You should read this summary together with the more detailed information that is contained in (i) this Pricing Supplement, (ii) the Description of the Notes section in the accompanying Product Supplements and (iii) the Description of the Notes section in the accompanying Offering Memorandum. What are the Notes? The Notes are senior unsecured obligations issued by us and are fully and unconditionally guaranteed by Société Générale, New York Branch ( SGNY or the Guarantor ) as to the payment of all amounts, when and as they become due and payable. The Notes specified herein will rank pari passu without any preference among themselves and will rank pari passu among, and be of the same series with, all of the Issuer s other unconditional, unsecured and unsubordinated obligations issued under the Program. The Notes are not, and will not be, rated by any nationally recognized statistical rating organization. The terms of the Notes differ from those of ordinary debt securities in that we do not guarantee you a Coupon Payment on each Coupon Payment Date, we will not pay you a fixed amount on the Maturity Date and we may pay you less than your initial investment amount in the Notes. The Notes are principal at risk securities and you may lose some or all of your initial principal investment in the Notes. The Notes will pay interest, if any, on each Coupon Payment Date at the Variable Rate, which will not exceed 8.05% per annum and may be as low as 0.00%. The amount of the Coupon Payment on each Coupon Payment Date will depend upon the performance of the Reference Rate and each of the Reference Indices during the relevant Coupon Period. You should be aware that, for each Coupon Period, you will only accrue a Coupon Payment for each day during a Coupon Period on which the Accrual Condition is satisfied (i.e., the Reference Rate on such calendar day is less than or equal to the Reference Rate Barrier and the Closing Level for each Reference Index is equal to or above its respective Barrier Level on such day); otherwise, no coupon will accrue for such day. The Notes do not offer any degree of principal protection; therefore all of your principal investment amount is at risk. If the Notes are not redeemed early and the Final Index Level of any Reference Index is less than its respective Downside Threshold Level (i.e., such Reference Index has declined from its respective Initial Index Level by more than 50.00%), the Redemption Amount payable to you at maturity will be based on the negative Index Performance of the Worst Performing Reference Index and will be more than 50.00% less than the Notional Amount of your Notes (and may be zero), as described on the cover page herein. The Notes and the Guarantee are subject to any application of the Bail-in Tool or any other resolution measure by the Resolution Authority, which may result in the conversion to equity, write-down or cancellation of all or a portion of the Notes or the Guarantee, or variation of the terms and conditions of the Notes or the Guarantee, if the Issuer or the Guarantor is determined to meet the conditions for resolution. Please refer to the section entitled Description of the Notes Bail-In Tool, Governmental Supervision and Regulation" and Description of the Notes SGNY Guarantee in the Offering Memorandum for more information relating to the Bail-in Tool and other resolution measures applicable to the Issuer. ANY PAYMENT ON THE NOTES IS SUBJECT TO THE CREDITWORTHINESS (ABILITY TO PAY) OF THE ISSUER AND THE GUARANTOR. The offering of the Notes is being made by SG Americas Securities, LLC ( SGAS ), an affiliate of the issuer, pursuant to FINRA Rule 5121. Also see the section Risk Factors We may sell the Notes through our affiliate, SGAS; Potential conflict of interest in the accompanying Product Supplements. For a detailed description of the general terms of the Notes, see the section Description of the Notes in the accompanying Product Supplements and the section Description of the Notes in the accompanying Offering Memorandum. What is the minimum required purchase, holding or transfer amount? 4
The minimum purchase, holding or transfer amount of the Notes is $10,000 or 10 Notes. No person may, at any time, purchase or transfer Notes in an amount less than $10,000. Can the Notes be redeemed prior to maturity? Yes. While the term of the Notes is 15 years, the Notes may be called before the scheduled maturity at the discretion of the Issuer. Commencing on the fourth Coupon Payment Date and ending on the Coupon Payment Date immediately preceding the Maturity Date, the Issuer has the right, upon at least 5 Business Days notice to the Trustee, to redeem the Notes in whole on any Coupon Payment Date. In this case, you will be entitled to the Notional Amount of your investment in the Notes plus any final accrued and unpaid Coupon Payment payable on the Early Redemption Date. If the Notes are redeemed early prior to the scheduled Maturity Date, you will lose the right to receive any further benefits or additional payments under the Notes following the Early Redemption Date. In this case, you will not have the opportunity to continue to earn and be paid coupon or interest payments to the original Maturity Date of the Notes. You should be aware that if the Notes are called early, the term of the Notes may be reduced to as short as one year. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return with a similar level of risk in the event the Notes are called prior to the scheduled Maturity Date. You should be aware that, if the Notes are not redeemed early by us and any Reference Index declines in value by more than 50.00% over the term of the Notes, your invested principal in the Notes will be fully exposed to such decline in value. Do I get my invested principal back at maturity or at Early Redemption? If we call the Notes early prior to the scheduled maturity, you will receive the Notional Amount per Note on the Early Redemption Date. However, you should be aware that the protection of your invested principal is only available at Early Redemption. If you sell your Notes in the secondary market (if any exists) prior to the Early Redemption Date, you could suffer a significant loss of your invested principal in the Notes. Moreover, the repayment of your invested principal at Early Redemption is subject to the credit risk of the Issuer and the Guarantor. If we do not call the Notes early, the Notes do not offer any degree of principal protection, so you are not guaranteed to receive the return of any portion of your invested principal at maturity in the event the Notes are not early redeemed. If the Index Performance of any Reference Index is less than -50.00% (i.e., if any Reference Index has depreciated by more than 50.00% over the term of the Notes), for each 1.00% difference between zero and the Index Performance of such Reference Index, you will lose 1.00% of the Notional Amount of your Notes. Accordingly, if the Notes are not redeemed early by us and the Index Performance of any Reference Index is less than -50.00%, you will lose more than 50.00% and could lose up to 100% of the Notional Amount of your Notes. An investment in the Notes will expose you to substantial downside risk (i.e., your principal will be fully exposed to any depreciation of the Worst Performing Reference Index). Will I participate in any appreciation of the Reference Indices or the Reference Rate over the term of the Notes? No. Even though you will be exposed to the risk of either Reference Index declining in value, you will not participate in any positive performance of any Reference Index or the Reference Rate. Your return on the Notes in excess of the Notional Amount of your Notes will be limited to the total amount of Coupon Payments payable over the term of the Notes, regardless of any appreciation in either Reference Index or the Reference Rate over the term of the Notes, which may be significant. An investment in the Notes is not equivalent to an investment in the Reference Indices or the Reference Rate. Furthermore, you will not have voting rights, or rights to receive cash dividends or other distributions that holders of securities underlying the Reference Indices would have. Is there a limit on how much I can lose on the Notes? No, your entire investment is at risk. If the Final Index Level of any Reference Index is less than its Downside Threshold Level (i.e., if any Reference Index has depreciated by more than 50.00% over the term of the Notes), for each 1.00% difference between zero and the Index Performance of the Worst Performing Reference Index, you will lose 1.00% of the Notional Amount of your Notes. If the Index 5
Performance of any Reference Index is less than -50.00%, you will lose more than 50.00% of the Notional Amount of your Notes and could lose up to 100% of your invested principal in the Notes. Is there a limit on how much I can earn on the Notes? Yes. You will never receive more than 8.05% per annum in Coupon Payments on the Notes. You should further be aware that each Coupon Payment will be variable, may reflect less than 8.05% per annum and could be zero, as adjusted via the Variable Rate. You may receive a low or no Coupon Payment on one or more Coupon Payment Dates. Subject to the credit risk of the Issuer and the Guarantor, your return on the Notes will be limited to the total Coupons Payments payable over the term of the Notes. During any Coupon Period, you will accrue conditional interest at the Base Rate on each calendar day of such Coupon Period on which the Accrual Condition is satisfied (i.e., the Reference Rate on such calendar day is less than or equal to the Reference Rate Barrier and the Closing Level for each Reference Index is equal to or above its respective Barrier Level on such day). On each calendar day of any Coupon Period on which the Accrual Condition is not satisfied (i.e., the Reference Rate on such calendar day is greater than the Reference Rate Barrier and/or the Closing Level for either Reference Index is less than its respective Barrier Level on such day), you will accrue interest at a rate of 0.00% for such calendar day. The maximum amount of interest you will accrue on the Notes for any Coupon Period, even if the Accrual Condition is satisfied on each calendar day during such Coupon Period, is 8.05% per annum. For the avoidance of doubt, the lowest amount of interest you could accrue on the Notes for any Coupon Period is 0.00%. Therefore, you could receive a low or no coupon for one or more Coupon Periods over the term of the Notes. Due to the to the effect of the Day Count Fraction, the Coupon Payment on any Coupon Payment Date will be based on an adjusted rate equal to a fraction of the per annum Variable Rate for such Coupon Payment Date. You should also be aware that you face the risk of not receiving any payment on your investment if we or the Guarantor file for bankruptcy or are otherwise unable to pay our or its debt obligations. Will I receive any Coupon Payments on the Notes? Subject to the credit risk of the Issuer and Guarantor and Early Redemption, on each Coupon Payment Date you will receive Coupon Payments at the Variable Rate (which may be zero). The Variable Rate will never exceed 8.05% per annum. You may receive a low coupon or no coupon on one or more Coupon Payment Dates. You should be aware that the amount of the Coupon Payment on your Notes on each Coupon Payment Date is not fixed, but will be unpredictable and will vary based on the Variable Rate for the corresponding Coupon Period, and may be less than that of conventional fixed rate debt securities or other investments. The Variable Rate on the Notes for each relevant Coupon Period will be a variable rate equal to the product of (i) the Base Rate and (ii) the quotient of (x) the number of calendar days in such Coupon Period on which the Accrual Condition is satisfied divided by (y) the actual number of calendar days in such Coupon Period. Consequently, each calendar day during any relevant Coupon Period on which (i) the Reference Rate is greater than the Reference Rate Barrier and/or (ii) the Closing Level of either Reference Index is less than its Barrier Level (each as determined pursuant to the cover page herein) will result in a reduction of the Variable Rate and, therefore, the Coupon Payment for such Coupon Period. If the Accrual Condition is not satisfied on one or more calendar days during a Coupon Period, the Variable Rate will be lower and, therefore, your Coupon Payment will be reduced for such period and could be as low as 0.00% for such Coupon Period. Because you may receive a low or no Coupon Payment on one or more Coupon Payment Dates, the interest rate on your Notes may be lower than the interest rate of conventional fixed rate debt securities and other investments. 6
Due to the variable and unpredictable nature of the Coupon Rate for each Coupon Period, you may receive a low or no Coupon Payment on one or more Coupon Payment Dates. Please refer to the section entitled Description of the Notes Payments of Interest or Coupon and Redemption Amount and Description of the Notes Payments of Interest or Coupon and Redemption Amount- Interest or Coupon in the Offering Memorandum for additional terms relating to coupon calculations, accruals and payments. How are the Reference Rate and Closing Level of the Reference Indices determined on each calendar day? The Reference Rate on any calendar day is the 6-Month USD LIBOR Rate, expressed as a percentage, which appears on Reuters page "LIBOR01" or any successor page as of 11:00 a.m., London time, on such day. The Closing Level of each Reference Index on any calendar day is the official closing level of such Reference Index on such calendar day as published and announced by the related Index Sponsor. However, the determination of the Reference Rate and Closing Level of the Reference Indices on any calendar day is subject to the following: If a calendar day in any relevant Coupon Period is not a Business Day, the value of the Reference Rate for such calendar day shall be the value of the Reference Rate on the immediately preceding Business Day. If a calendar day in any relevant Coupon Period is not a Scheduled Trading Day for the Reference Index, the Closing Level of the Reference Index for such calendar day shall be the Closing Level of the Reference Index on the immediately preceding Scheduled Trading Day. With respect to each Exclusion Period for the Reference Rate, the value of the Reference Rate for each calendar day in such Exclusion Period shall be the value of the Reference Rate on the fifth Business Day preceding the corresponding Coupon Payment Date. With respect to each Exclusion Period for the Reference Indices, the Closing Level of each Reference Index for each calendar day in such Exclusion Period shall be the Closing Level of such Reference Index on the fifth Scheduled Trading Day preceding the corresponding Coupon Payment Date. Who calculates each Coupon Payment and the principal amount payable on the Maturity Date or Early Redemption Date, as the case may be? We will act as Calculation Agent for the Notes. As Calculation Agent, we will determine, among other things, each Coupon Rate, each Coupon Payment per Note, each Reference Rate, the Closing Levels (including the Initial Index Level and the Final Index Level) of the Reference Indices and the Index Performances. We, as Calculation Agent, will adjust the terms of the Notes based on certain events affecting the Reference Indices. The accompanying Index Product Supplement provides the method of various adjustments in order to take into account the consequences on the Notes relating to events such as the discontinuance or modification of a Reference Index, an alteration of the method of calculating a Reference Index or if a Reference Index is no longer the underlying reference asset of a futures or option contract. See Risk Factors Certain business and trading activities may create conflicts with your interests and could potentially adversely affect the value of the Notes in this Pricing Supplement. The Calculation Agent may determine the Closing Levels for the Reference Indices at its sole discretion due to any event as described under Description of the Notes Discontinuance or Modification of the Reference Index; Alteration of Method of Calculation; No Longer Underlying Reference Asset of a Futures or Option Contract in the accompanying Index Product Supplement. See also Risk Factors Method of adjustment or substitution relating to the Reference Index could adversely affect your return on the Notes in this Pricing Supplement. Notwithstanding anything to the contrary in the accompanying Index Product Supplement, the dates specified herein (except for the Valuation Date) are not subject to postponement in the event of a Market Disruption Event with respect to the Reference Index as described under the section Description of the Notes Market Disruption Event in the accompanying Index Product Supplement. Moreover, if, on any calendar day, the Reference Rate does not appear on the Reuters page LIBOR01 or any successor page, then we, as Calculation Agent, will determine the Reference Rate, as the case 7
may be, on such day in accordance with the section Description of the Notes The Reference Rates LIBOR Rate in the accompanying Rate Product Supplement. Such alternative method of determining the Reference Rate may adversely affect the relevant Reference Rate and therefore the applicable Coupon Payment. Is there a secondary market for Notes? There is no assurance that a secondary market will develop or, if developed, that it would provide enough liquidity to allow you to trade or sell your Notes easily. The Issuer and the Guarantor do not intend to apply for listing of the Notes on any securities exchange or for quotation on any inter-dealer quotation system. Accordingly, there may be little or no secondary market for the Notes and, as such, information regarding independent market pricing for the Notes may be extremely limited. You should be willing to hold your Notes until maturity. Can I lose my principal in the secondary market (if any exists)? Yes. If you sell your Notes in the secondary market (if any exists) prior to an Early Redemption by us or the scheduled Maturity Date, as applicable, you could suffer a significant loss of your invested principal in the Notes. Several factors, many of which are beyond our control, may influence the value of the Notes in the secondary market (if any exists) and the price at which you may be able to sell the Notes in the secondary market. There can be no assurance that a secondary market will develop or, if developed, that it would provide enough liquidity to allow you to trade or sell your Notes easily. We expect that generally the stock market, the levels of the prevailing interest rates and yield rates in the market will affect the secondary market value of the Notes more than any other single factor. However, you should not expect the value of the Notes in the secondary market to vary in proportion to changes in the levels of the prevailing interest rates and yield rates in the market. Other factors that may influence the value of the Notes include: the volatility (frequency and magnitude of changes in level) of the Reference Indices, the Reference Rate, the interest rates and yield rates in the market; geopolitical conditions and economic, financial, political, regulatory or judicial events that affect interest rates, the Issuer or the Guarantor generally; the performance of the Reference Indices prior to maturity; the time remaining to the maturity of the Notes; and the creditworthiness of the Issuer or the Guarantor. Some or all of these factors may influence the price you will receive if you sell your Notes prior to maturity or Early Redemption, as applicable, and you may have to sell your Notes at a substantial discount from the Notional Amount of your Notes. Information regarding independent market pricing for the Notes may be extremely limited. The impact of any of the factors set forth above may enhance or offset some of any of the changes resulting from another factor or factors. Consequently, if you sell your Notes in the secondary market (if any exists) prior to an Early Redemption by us or the scheduled Maturity Date, as applicable, you could suffer a significant loss of your initial principal investment in the Notes. Can you give me examples of possible Coupon Payments payable on an investment in the Notes? In this Pricing Supplement, we have provided under the heading Hypothetical Coupon Payments on the Notes examples of hypothetical Coupon Payments on the Notes based on hypothetical Variable Rates and Variable Days and other assumptions. These examples are for illustrative purposes only and the hypothetical returns set forth in this Pricing Supplement may or may not be the actual returns received by a purchaser of the Notes. 8
Can you give me examples of the Redemption Amount at maturity? In this Pricing Supplement, we have provided under the heading Hypothetical Redemption Amount on the Notes at Maturity examples of the hypothetical Redemption Amount at maturity based on various levels of the Reference Indices for each $1,000 Notional Amount of Notes. These examples are for illustrative purposes only and the hypothetical returns set forth in this Pricing Supplement may or may not be the actual returns received by a purchaser of the Notes. What goes into the estimated value of the Notes? In valuing the Notes on the Pricing Date, we take into account that the Notes comprise a hypothetical package of financial instruments that would replicate payout on the Notes, which consists of a debt component and a performance-based derivative component. The estimated value of the Notes is determined using our own proprietary pricing and valuation models and is based on our internal funding rate. For more information on estimated value of the Notes, please see Estimated Value and Secondary Market Prices of the Notes and risks relating to estimate value under Risk Factors in this Pricing Supplement. Who should consider investing in the Notes? The Notes are not suitable for all investors. The Notes may NOT be suitable for you if: You are not willing to make an investment that, should the Final Index Level of any Reference Index be less than its Downside Threshold Level, will fully expose your invested principal to any depreciation of such Reference Index over the term of the Notes, resulting in the loss of more than 50.00% of the Notional Amount of your Notes and possibly resulting in the loss of up to 100% of your invested principal. You are unwilling to assume the risk of losing some or all of your initial investment. You believe that there will be a significant number of calendar days on which the value of the Reference Rate will be greater than the Reference Rate Barrier and/or the Closing Level of either Reference Index will be less than its Barrier Level, resulting in a return payable on the Notes that is less than that of a conventional debt security and other investments. You are uncomfortable holding Notes with unpredictable Coupon Payments based on a Variable Rate, which could result in a low or no Coupon Payment on your Notes for one or more Coupon Periods. You prefer to receive guaranteed fixed coupon payments over the life of the Notes. You are bearish on the equities market, and expect the Reference Indices to perform below their Barrier Levels on a substantial number of days (and below their Downside Threshold Levels on the Valuation Date, on which each Final Index Level will be determined) during the investment period. You would prefer to directly participate in any appreciation of the Reference Rate and/or the Reference Indices over the term of the Notes. You are not familiar with the complex factors that influence short-term interest rates or the equities markets. You are unable or unwilling to hold the Notes to maturity or Early Redemption, as the case may be. You seek a product for which there will be an active secondary market. You are uncomfortable holding Notes that are callable by the Issuer. You are not comfortable with investing in unsecured obligations issued by us. You are not willing to assume the credit risk of the Issuer and Guarantor. The suitability considerations identified above are not exhaustive. Whether the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. 9