SOCIÉTÉ GÉNÉRALE AUD Callable resettable Subordinated Notes (Tier 2) Issue. Indicative Terms & Conditions

SOCIÉTÉ GÉNÉRALE AUD Callable resettable Subordinated Notes (Tier 2) Issue Indicative Terms & Conditions Issuer: Issuer Ratings: Expected issue rating: Status of the Subordinated Notes: Notional Amount: SOCIETE GENERALE A2 st / A st / A st / A (high) st (Moody s / S&P / Fitch / DBRS) Baa3 / BBB / A- (Moody s / S&P / Fitch) The Subordinated Notes, including, where applicable any related Coupons, constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and rank and will rank equally and rateably without any preference or priority among themselves and: (i) pari passu with all other present or future subordinated obligations of the Issuer, with the exception of subordinated obligations referred to in (ii) and (iii) below; (ii) senior to all present or future prêts participatifs granted to the Issuer, titres participatifs issued by the Issuer and any deeply subordinated obligations of the Issuer (engagements dits "super subordonnés", i.e. engagements subordonnés de dernier rang); (iii) junior to all present or future (A) subordinated obligations expressed by their terms to rank in priority to the Subordinated Notes and, where applicable, any related Coupons and (B) subordinated obligations preferred by mandatory and/or overriding provisions of law; and (iv) junior to all present or future (A) unsubordinated obligations and (B) unsubordinated obligations preferred by mandatory and/or overriding provisions of law. AUD [] Trade Date: [13] July 2016 Settlement Date: [20] July 2016 Call date / reset date: [20] July 2023 Maturity Date: [20] July 2028 Interest Format: Interest Payment Dates: Interest Periods: From [20] July 2016 (including) to [20] July 2023 (excluding): Fixed rate of []%, If not called, from [20] July 2023 (including) to [20] July 2028 (excluding): [A one-time reset for the remaining five years at the 5-year semi-quarterly Mid-Swap Rate on [20] July 2023 plus []bps (with []bps being the Initial Margin over semi-quarterly Mid-Swap Rate at pricing)] Annually on [20] July in each year, commencing from [20] July 2017 up to and including the Call Date (if called) or the Maturity Date (if not called). Each Period from and including an Interest Payment Date to but excluding the next following Interest Payment Date, except that (a) the initial Interest Period will start on, and include, the Issue Date and (b) the final Interest Period will end on, but exclude, the Call Date (if called) or the Maturity Date (if not called) Pricing Reference: [AUD 7-year S/Q Mid-Swap: []% ] Re-offer Spread vs 7Y AUD MS rate (i.e. Initial Margin): Coupon: Re-offer yield: []bp []% []%

Re-offer price: []% Redemption price: 100% ISIN code / Common code: Day Count Fraction: Business day convention: Business Days (Interest Determination): [] / [] Actual/Actual (ICMA) Modified Following Unadjusted Sydney, London and TARGET2 Denominations: AUD 200,000 + AUD 2,000 Documentation: Format: Listing: Joint-lead managers & bookrunners: Clearing: Optional Redemption by the Issuer upon the Occurrence of a Tax Event or a Capital Event: Substitution and Variation: Events of Default Negative Pledge: Cross Default: Selling Restrictions: Governing Law: Under the Issuer s 50,000,000,000 Euro Medium Term Note Paris Registered Programme Legal Opinion + Due Diligence provided CGN Euronext Paris ANZ / Nomura / SGCIB / UBS Euroclear / Clearstream Subject to certain conditions (see condition 6. Redemption and Purchase of the Programme), upon the occurrence of a Tax Event or a Capital Event, the Issuer may, at its option at any time under certain conditions, redeem all (but not some only) of the outstanding Notes at their principal amount, together with accrued interest thereon. Subject to certain conditions (see condition 6. Redemption and Purchase of the Programme), the Issuer may at any time substitute all (but not some only) of the Notes or vary the terms of all (but not some only) of the Notes, without any requirement for the consent or approval of the Holders, so that they become or remain Qualifying Tier 2 Notes. None. None. None. As per the Programme. The Notes will be governed by, and construed in accordance with, English law, except for condition 3b Status of the Notes which shall be governed by, and construed in accordance with, French law.

Important Information This document does not constitute, and under no circumstances should it be considered in whole or in part as, an offer, a solicitation, advice or a recommendation to purchase, subscribe for, or sell, the Note(s) referred to herein (hereafter the "Note(s)"). Without prejudice to the legal or regulatory obligations of the Issuer and/or its affiliates under the relevant laws and regulations, you are responsible, before entering into any transaction, for making your own appraisal of the Note(s), its/their merits and risks, including without limitation, the suitability of the Note(s) for your specific investment objectives and the durability of the applicable tax treatment, without relying on the information which we have provided you, by consulting, if you deem it necessary, your own legal, tax, financial, accounting and other relevant professional advisors in order to ensure that the Note(s) is/are suitable for your particular financial and other circumstances. The Note(s) may be subject to restrictions with regard to certain persons or in certain countries by virtue of national regulations applicable to such persons or in such countries. It is your responsibility to ascertain that you are authorized to enter into any transaction(s) relating to the Note(s) or invest in the Note(s), and by undertaking any such transaction(s), you will be deemed to certify to the Issuer and its affiliates that you are duly so authorized. We draw your attention to the fact that, until the maturity date of the Note(s), the marked-to-market values of such Note(s) may be subject to significant volatility due to the evolution of market parameters and the value of the reference underlying assets. In certain cases, the marked-tomarket values may attain negative or indefinite amounts which are unfavourable to your interests. When a relevant Note is capital guaranteed in whole or in part, such capital protection is only available if the Note is held by you until its maturity date. Loss of the capital or principal invested may be incurred if you sell or otherwise dispose of the Note prior to its maturity date. General Disclaimer The terms and conditions are indicative and may change with market fluctuations. The Issuer assumes no fiduciary responsibility or liability for any financial consequences or otherwise arising from the subscription or acquisition of the Notes. The investor should make its own appraisal of the risks and should consult to the extent necessary its own legal, financial, tax, accounting and other professional advisors in this respect prior to any subscription or acquisition. This document must be read in conjunction with the Issuer s 50,000,000,000 Euro Medium Term Note Paris Registered Programme dated 14 March 2016 (as amended from time to time, the Programme ). In case of conflict between the definitions contained in this document and in the Programme, those contained in this document shall prevail. Capitalisedn terms used but not defined herein should have the meanings as ascribed to them in the Programme. WARNING: THE CONTENTS OF THIS DOCUMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE NOTES. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. ANZ Disclaimer: This term sheet ( Term Sheet ) is distributed in Australia by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) ( ANZ ) in its capacity as a Lead Manager. ANZ holds Australian Financial Services licence no. 234527. This Term Sheet is for distribution only to wholesale or professional investors whose ordinary business includes the buying or selling of securities such as the notes described in this Term Sheet ( Notes ) in circumstances where disclosure is not required under Chapters 6D or 7 of the Corporations Act 2001 (Cwth) and in such other circumstances as may be permitted by applicable law. This Term Sheet should not be distributed to, and is not intended for, any other person. This Term Sheet is not intended for and must not be distributed to private clients in the United Kingdom. This Term Sheet is not for distribution in the United States of America or to US Persons. This Term Sheet does not constitute an offer of securities in any jurisdiction. In particular, the Notes have not been registered under the U.S. Securities Act of 1933 and may not be offered, sold or resold in the United States or to a U.S. person. This Term Sheet was prepared solely by ANZ using the information directly extracted from the information memorandum, offering circular or other disclosure document for the Notes provided by the Notes issuer (together the Offering Material ) and is not intended to be a complete statement or summary of the Notes, particularly with respect to the risk and special considerations associated with an investment in the Notes. This Term Sheet is subject to and must be read in conjunction with the terms and conditions of the Notes and the Offering Material (including any pricing supplement relating to this issue). ANZ does not undertake to update this Term Sheet. This Term Sheet is provided solely for informational purposes and is not to be construed as a solicitation, recommendation or an offer to buy or sell any medium term notes, transferable deposits or other securities or related financial instruments or derivatives and should not be treated as giving investment advice. This Term Sheet has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient. Prior to acquiring the Notes recipients should consult with their own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that they deem necessary, and make their own investment, hedging and trading decisions (including decisions regarding the suitability of this investment) based upon their own judgement and upon advice from such advisers as they deem necessary and not upon any view expressed by ANZ. ANZ, its related companies and their respective directors and employees are not acting as advisers to recipients and do not assume any duty of care in this respect. ANZ, its related bodies corporate and/or their directors, officers and employees or clients may, from time to time, as principal or agent, have long or short positions in, or may buy and sell, any Notes or related financial instruments or derivatives. Furthermore, ANZ and its related bodies corporate may perform for or solicit investment or other banking services from, any company mentioned in the Term Sheet. ANZ, its related bodies corporate and/or their directors and employees may also act as placement agent, adviser or lender to the Notes issuer.

Except where contrary to legislation, ANZ and its officers, employees and agents accept no liability (including for negligence) for loss or damage arising in connection with the information in this Term Sheet. European Economic Area ( EEA ): United Kingdom. ANZ is authorised in the United Kingdom by the Prudential Regulation Authority ( PRA ) and is subject to regulation by the Financial Conduct Authority ( FCA ) and limited regulation by the PRA. Details of ANZ s regulation by the PRA will be available on request. This Term Sheet is distributed in the United Kingdom by ANZ solely for the information of persons who would come within the FCA definition of eligible counterparty or professional client. It is not intended for and must not be distributed to any person who would come within the FCA definition of retail client. Nothing here excludes or restricts any duty or liability to a customer which ANZ may have under the UK Financial Services and Markets Act 2000 or under the regulatory system as defined in the Rules of the PRA and the FCA. Germany. This Term Sheet is distributed in Germany by the Frankfurt Branch of ANZ solely for the information of its clients. Other EEA countries. This Term Sheet is distributed in the EEA by ANZ Bank (Europe) Limited ( ANZBEL ) which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, to persons who would come within the FCA definition of eligible counterparty or professional client in other countries in the EEA. This Term Sheet is distributed in those countries solely for the information of such persons upon their request. It is not intended for, and must not be distributed to, any person in those countries who would come within the FCA definition of retail client. Hong Kong. This Term Sheet is distributed in Hong Kong by the Hong Kong branch of ANZ, which is registered by the Hong Kong Monetary Authority to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities. In Hong Kong this Term Sheet is only for professional investors as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made under that Ordinance. The contents of this Term Sheet have not been reviewed by any regulatory authority in Hong Kong. Singapore. This Term Sheet is distributed in Singapore by the Singapore branch of ANZ solely for the information of accredited investors, expert investors or institutional investors (each term as defined in the Securities and Futures Act Cap. 289 of Singapore). ANZ is licensed in Singapore under the Banking Act Cap. 19 of Singapore and is exempted from holding a financial adviser s licence under Section 23(1)(a) of the Financial Advisers Act Cap. 100 of Singapore. Nomura Disclaimer: This termsheet is indicative only and is subject to change without notice. Information other than indicative terms (including market data and statistical information) has been obtained from various sources. We do not representthat it is complete or accurate. Any analysis presentedherein that indicates a range of outcomes that may result from changes in market parameters, is not comprehensive, is not intended to suggest that outcome is more likely than another and may have been derived using Nomura International plc proprietary models, historic data and subjective interpretation. This term sheet does not constitute an offer or an agreement, or a solicitation of an offer or an agreement, to enter into any transaction. No assurance is given that any transaction on the terms indicated can or will be arranged or agreed. Transactions of the sort described herein contain complex characteristics and risk factors. Transactions incorporating derivatives may create additional risks and exposures. Before entering into any transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax and accounting consequences. Nomura International plc does not act as an adviser or fiduciary to its counterparties except where written agreement expressly provides otherwise. References herein to 'Nomura' shall include Nomura international plc and its affiliates. Nomura International plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Selling Restrictions: As per Issuer s Base Prospectus. US Selling Restriction: The Notes have not been nor will be registered under the U.S. Securities Act of 1933 (as amended) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as permitted by Regulation S or Rule 144A under such Securities Act. Each initial purchaser of Notes and each subsequent purchaser or transferee of Notes shall be deemed to have agreed with the Issuer or the seller of such Notes that, (i) it will not at any time offer, sell, resell or deliver, directly or indirectly, such Notes so purchased in the United States or to, or for the account or benefit of, any U.S. person or to others for offer, sale, resale or delivery, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, (ii) it is not purchasing any Notes for the account or benefit of any U.S. person and (iii) it will not make offers, sales, re-sales or deliveries of any Notes, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person. General Selling Restriction: No action has been or will be taken that would permit a public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction in where action for that purpose is required. Each purchaser of Notes must observe all applicable laws and regulations in any jurisdiction in which it may offer, sell, or deliver the Notes and it may not, directly or indirectly, offer, sell, resell, reoffer or deliver any Notes except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations. General Risks: Each purchaser of these Notes is responsible for its own independent analysis of and decision regarding all matters relating to this transaction and any applicable laws and regulations and the risks involved in entering into this transaction as they relate to the purchaser s own circumstances. Each purchaser should consult its own counsel, accountants and other advisors on these and all matters it deems relevant. This transaction is suitable only for, and should be made only by an investor who has no need for liquidity and understands and can afford the financial and other risks of this transaction. Risk Factors: The risks to the investor in these Notes are principally (but not limited to) those described below: 1. Return. The value of these Notes and any income that may be paid from them can go down as well as up and as such, at any point in time prior to and including the Maturity Date, the market value of the Notes may be substantially less than the amount initially invested. A possible outcome is that the return on this investment is very low and depending on the Terms and Conditions on the Notes could be zero in some cases. The value of the Notes is affected by a wide variety of investment risks, which include, but are not limited to, the following: interest

rates, exchange rates, inflation, yield, correlation, volatility, creditworthiness of the Issuer, liquidity, leverage embedded in the Note, market sentiment and path dependency. 2. Creditworthiness of the Issuer. As holders of the Notes only have recourse to the Issuer, an event of default with respect to the Issuer could result in recovery of significantly less than 100% of the principal invested and in some cases could result in a recovery amount of zero (irrespective of the performance of the Notes or where the Final Redemption Amount of the Notes is subject to a minimum of the Aggregate Nominal Amount). A worsening of the Issuer s creditworthiness may result in a lower value of the Notes even if the issuer is not in default. A credit rating reflects the creditworthiness of the Issuer in the view of the rating agency and is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently of any other rating. The creditworthiness of the Issuer does not affect or enhance the likely performance of the investment other than the ability of the Issuer to meet its obligations. The Notes themselves have not been rated as of the Issue Date. 3. Interest-Rates: The absolute level of interest rates and the shape of the yield curve may affect both the current Interest payable and the market value of the Notes. 4. Volatility of the underlying: The volatility of the relevant underlying asset or variable(s) may affect the market value of the Notes and in some circumstances may directly affect the Interest payable on the Notes. 5. Liquidity: There is currently no market for trading of the Notes and there can be no assurance such a market would develop. Therefore, it may not be possible for an investor to sell the Notes. As such an investment in the Notes is only suitable for those investors that have no need for liquidity during the term of the Notes. 6. Conflict of Interest: During the course of its normal business, Nomura International plc. and any of its affiliates or subsidiaries or their respective directors, officers, employees, representatives, delegates or agents (each a "Relevant Person") may enter into or promote, offer or sell transactions or investments (structured or otherwise) linked to the Notes or the relevant underlying asset or variable(s) that could affect the value of the Notes (either negatively or positively). The Issuer and any of its affiliates may establish, maintain, adjust or unwind its hedge positions with respect to the Notes with Nomura International Plc. or any of its affiliates 7. Market disruption: The occurrence of a Market Disruption Event may affect the value of the notes and/or delay its settlement, redemption or payments under it. A market disruption event as declared at any time by the Calculation Agent or the Issuer- includes, but is not limited to, any suspension or limitation of trading on any related exchange, the declaration of a general moratorium in respect of banking activities in the country where the related exchange is located and the inability, due to illiquidity, of the Issuer or the Swap Counterparty to unwind its trading positions related to the hedge of to the Underlying Assets. 8. Suitability: Investors in the Notes are responsible for their own independent analysis and they should ensure that they understand and can afford all the risks (including but not limited to the market risk, credit risk and liquidity risk associated with the Notes) associated with the Notes before making a decision to invest in the Notes. Investors should carefully consider whether the Notes are suitable for them in the light of their experience, objectives, financial position and other relevant circumstances. Investors should consult with their own counsel, accountants and other advisers in connection with their decision to purchase the Notes. In structuring, [issuing] and selling the Notes, Nomura is not acting in any fiduciary or advisory capacity. 9. Reinvestment Risk: If the Notes are redeemed prior to their scheduled Maturity Date, investors in the Notes may not be able to reinvest the redemption proceeds from the Notes at an equivalent rate to that earned or expected to be earned on the Notes. SGCIB Disclaimer: This document does not constitute, and under no circumstances should it be considered in whole or in part as, an offer, a solicitation, advice or a recommendation to purchase, subscribe for or sell the financial instrument(s) referred to herein (hereafter the Financial Instrument(s) ). Any information in this document is purely indicative and has no contractual value. Such information is subject to modification at any time, including as a result of changes occurring with respect to market conditions. Headings of the paragraphs are for ease of reference only. Without prejudice to the legal or regulatory obligations of Société Générale under the European Markets in Financial Instrument Directive 2004/39/EC dated April 21, 2004, you are responsible, before entering into any transaction, for making your own appraisal of the Financial Instrument, its advantages and risks, notably the durability of the applicable tax treatment, without relying exclusively on the information which you were provided with, by consulting, if you deem it necessary, your own legal, tax, financial, accounting and other professional advisors in order to ensure that the Financial Instrument is suitable for your situation. Subject to compliance with the regulatory obligations referred to above, Société Générale shall not be held responsible for any financial or other consequences that may arise from any transaction or investment relating to the Financial Instrument. The Financial Instrument may be subject to restrictions with regard to certain persons or in certain countries by virtue of national regulations applicable to such persons or in such countries. It is your responsibility to ascertain that you are authorised to conclude, or invest into, any transaction relating to the Financial Instrument, and by undertaking the transaction, you are deemed to certify to Société Générale that you are duly so authorised. We draw your attention to the fact that, until the maturity date of the Financial Instrument, the marked-to-market value of such Financial Instrument may be subject to significant volatility due to the evolution of market parameters and the value of the reference underlyings. In certain cases, the marked-to-market value may, unfavourably to you, reach negative or unlimited amounts. When the Financial Instrument is capital guaranteed in whole or in part, this guarantee is only valid with respect to amounts payable at the maturity date. Market liquidity risk

The Financial Instrument may not be traded easily on a secondary market given its lack or absence of liquidity. Therefore, unless a commitment is given when selling the Financial Instrument, Société Générale does not commit to buy back or propose prices during the Financial Instrument life. Nevertheless, where Société Générale offers such a buy back, the offered price will include the hedge or the position closing costs generated by a buy back in the secondary market. Those costs will be connected with the market conditions. Leverage related risk The Financial Instrument may have embedded leverage. Consequently, the value of the Financial Instrument may reflect an amplified fluctuation of the value of any underlying instruments or reference underlyings. Risk of having to liquidate in unfavourable market conditions The marked-to-market value of the Financial Instrument or other financial instruments from your portfolio may be subject to significant volatility or fluctuations, which may require you to pay margin calls, make provisional payments or resell partly or totally the Financial Instrument before maturity in order to comply with your contractual or regulatory obligations. As a consequence, you may have to sell off or liquidate the Financial Instrument under market conditions unfavourable to you. If you have any liquidity constraint, it is likely that an investment in the Financial Instrument with such risks must be excluded or limited. Credit risk Insofar as payments are due from (i) Société Générale or any replacement entity (in their capacity as counterparty under the Financial Instrument and/or as deposit bank, as the case may be) and/or (ii) the issuer(s) of the securities in relation to the Financial Instrument, you are exposed to the credit risk of Société Générale or the replacement entity and/or to the credit risk of the issuer(s) of the securities. In the specific case of credit derivative transactions, you will also be exposed to the credit risk of the reference entity(ies). Warning on comparisons and performances When a comparison with other products, performance (whether past or future) or simulated performance (whether past or future) of financial instruments is displayed in this document, data will has been drawn from external sources believed to be reliable but which has not been independently verified by Société Générale. 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