Bond Carrefour 0% ( XS1212351966 ) in EUR

Issuer Carrefour
Market price 100 %  ▲ 
Country  Luxembourg
ISIN code  XS1212351966 ( in EUR )
Interest rate 0%
Maturity 05/06/2020 - Bond has expired



Prospectus brochure of the bond Carrefour XS1212351966 in EUR 0%, expired


Minimal amount /
Total amount /
Detailed description The Bond issued by Carrefour ( Luxembourg ) , in EUR, with the ISIN code XS1212351966, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 05/06/2020











BASE PROSPECTUS DATED 28 October 2014

SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
SGA SOCIÉTÉ GÉNÉRALE
SG OPTION EUROPE
as Issuer
ACCEPTANCE N.V.
as Issuer
(incorporated in Luxembourg)
as Issuer
(incorporated in France)
(incorporated in Curaçao)

Debt Instruments Issuance Programme

For guidance on using this Base Prospectus and navigating between the different sections hereof, please refer to the
section headed "Base Prospectus - User Guide" on page 91 of this Base Prospectus (which is intended to assist
investors in review of this Base Prospectus but which should nevertheless be read in conjunction with the other
sections of this Base Prospectus.
Under the Debt Instruments Issuance Programme (the Programme), each of Société Générale, SG Issuer, SG Option Europe and SGA Société Générale Acceptance
N.V. (each an Issuer and together the Issuers) may from time to time issue Notes (the Notes such definition to include CDIs, as defined below, where applicable)
denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant Purchaser(s) (as defined below).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (such expression including the Italian Certificates, as defined in the section
headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes"), any reference in the relevant section of this Base Prospectus and in the
applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a reference to "Certificates" and "Certificateholders".
Notes issued under the Programme may either be unsecured (Unsecured Notes) or secured (Secured Notes), as specified in the applicable Final Terms and as further
described herein.
Payments in respect of Notes issued by SG Issuer, SG Option Europe or SGA Société Générale Acceptance N.V. will be unconditionally and irrevocably guaranteed by
Société Générale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed
under the Programme from time to time (each a Dealer and together the Dealers). Notes may also be issued to third parties other than Dealers. Dealers and such third
parties are referred to as Purchasers. The terms and conditions of the English Law Notes (the English Law Notes) and the Uncertificated Notes (the Uncertificated
Notes) are set out herein in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes" and the terms and conditions of the
French Law Notes (the French Law Notes) are set out herein in the section headed "Terms and Conditions of the French Law Notes".
English Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the English
Law Notes and the Uncertificated Notes") or registered form (Registered Notes) or in uncertificated form (EUI Notes) or as Uncertificated SIS Notes (as defined in the
section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes"). Bearer Notes and Registered Notes may be represented by one or more
Global Notes (as defined in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes").
Bearer Notes (other than Bearer SIS Notes) will be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes
or NGN), a common safekeeper (Common Safekeeper) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream
Banking, société anonyme (Clearstream, Luxembourg).Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with the Swiss securities services
corporation SIX SIS Ltd (SIS) or any other intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss Exchange).
Registered Notes will either (i) be deposited with a custodian for, and registered in the name of a nominee of, DTC (in the case of Rule 144A Global Notes and Regulation
S Global Notes (as defined in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes") only) or (ii) be deposited with a
Common Depositary for Euroclear and Clearstream, Luxembourg, or, in the case of Registered Global Notes (as defined in the section headed "Terms and Conditions of
the English Law Notes and the Uncertificated Notes") issued under the new safekeeping structure (New Safekeeping Structure or NSS) registered in the name of a
nominee of one of the International Central Securities Depositaries (ICSDs) acting as Common Safekeeper. Uncertificated Notes shall include Uncertificated Nordic
Notes, Uncertificated SIS Notes and EUI Notes (all as defined and further described in the section headed "Form of the Notes"). Uncertificated Notes will be issued in
uncertificated and dematerialised book-entry form, in each case, as more fully set out in "Form of the Notes" herein. Noteholders may hold EUI Notes through Euroclear
UK & Ireland Limited (formerly known as CRESTCo Limited) (such clearing system, EUI) either directly (CREST Notes) or through the issuance of CREST Depository
Interests (such securities, CDIs) representing underlying Notes (CREST Notes and CDIs together to be known as EUI Notes). CDIs are independent securities constituted
under English law and transferred through CREST. CDIs will be issued by CREST Depository Limited pursuant to a global deed poll dated 25 June 2001 (as subsequently
modified, supplemented and/or restated, the CREST Deed Poll), as all more fully described in the section headed Book Entry Clearance Systems. French Law Notes (as
defined below) may be issued in dematerialised form or materialised form.
English Law Notes and French Law Notes will constitute obligations under French law, within the meaning of Article L.213-5 of the French Code monétaire et financier, if
so specified in the applicable Final Terms.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005, as amended, which implements the Prospectus Directive (the Luxembourg Act) to approve this document as a
base prospectus. Such application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year or to
Notes (which are not publically offered) to be admitted to trading on the EuroMTF (as defined below). By approving this Base Prospectus, the CSSF gives no undertaking
as to the economic or financial opportuneness of the transaction or the quality or solvency of the Issuers in line with the provisions of article 7(7) of the Luxembourg Act.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on (i) the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange and (ii) the multilateral trading facilities Euro MTF of the Luxembourg
Stock Exchange (the EuroMTF). The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instrument
Directive 2004/39/EC of 21 April 2004 (a Regulated Market). The EuroMTF is not a regulated market within the meaning of the Markets in Financial Instrument Directive
2004/39/EC of 21 April 2004 but it is subject to the supervision of the CSSF. Notes issued under the Programme may also be unlisted or listed and admitted to trading on
any other market, including any other Regulated Market in any Member State of the EEA and/or offered to the public in any Member State of the EEA. The applicable
Final Terms in respect of the issue of any Notes (as defined below) will specify whether or not such Notes will be listed and admitted to trading on any market and/or
offered to the public in any Member State of the EEA and, if so, the relevant market.
Application has also been made to SIX Swiss Exchange to approve this document as an "issuance programme" for the listing of derivatives and an "issuance programme"
for the listing of bonds, both in accordance with the listing rules of SIX Swiss Exchange. In respect of Notes to be listed on SIX Swiss Exchange, this Base Prospectus
and the applicable Final Terms will constitute the listing prospectus pursuant to the listing rules of SIX Swiss Exchange.
The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes listed on SIX Swiss Exchange and the CSSF assumes no
responsibility in relation to issues of Notes listed on SIX Swiss Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes which are applicable to each Tranche (as defined
in the Terms and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms) which (except in the case of Private Placement Notes (as
defined in the sections entitled "Terms and Conditions of the English Law Notes and the Uncertificated Notes" and "Terms and Conditions of the French Law Notes")) will
be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or
markets as may be agreed between the relevant Issuer, the Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted Notes and/or Notes not admitted
to trading on any market.





The Notes may be rated at the latest on the relevant Issue Date by one or more rating agencies. The rating(s) of the Notes (if any) will be specified in the applicable Final
Terms, including as to whether or not such credit ratings are issued by credit rating agencies established in the European Union, registered (or which have applied for
registration) under Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended by Regulation (EU) No
513/2011 of the European Parliament and of the Council dated 11 May 2011 (the CRA Regulation) and are included in the list of registered credit rating agencies
published at the website of the European Securities and Markets Authority (www.esma.europa.eu).
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Union and registered under the CRA Regulation unless the rating is provided by a credit agency operating in the European Union before 7 June 2010 which
has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency without notice.
On 29 April 2014, Société Générale, SG Issuer, SG Option Europe and SGA Société Générale Acceptance N.V. issued a base prospectus describing the Programme.
This Base Prospectus supersedes and replaces this base prospectus and the supplements thereto (except in relation to pending offers to the public, as detailed in the
section "Ongoing Public Offers") for the purpose of Notes admitted to trading on a Regulated Market in any Member State of the EEA and/or offered to the public in any
Member State of the EEA and issued after the date of this Base Prospectus.

__________________
ARRANGER
Société Générale Corporate & Investment Banking
_________________
DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust
SG Option Europe

0080105-0000703 PA:13214135.17
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TABLE OF CONTENTS
Section
Page

SUMMARY ............................................................................................................................................................. 4
RISK FACTORS ................................................................................................................................................... 33
ONGOING PUBLIC OFFERS ............................................................................................................................... 86
BASE PROSPECTUS ­ USER GUIDE ................................................................................................................ 91
IMPORTANT INFORMATION............................................................................................................................... 99
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 107
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES ........................................ 114
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 117
FINAL TERMS OR DRAWDOWN PROSPECTUS ............................................................................................. 129
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................. 130
FORM OF THE NOTES ...................................................................................................................................... 131
FORM OF FINAL TERMS .................................................................................................................................. 144
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES AND THE UNCERTIFICATED NOTES ........... 196
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ........................................................................... 265
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE .......................................................... 313
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ......................................................... 492
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES ....................................................... 493
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES ........................................................ 511
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................. 527
ADDITIONAL TERMS AND CONDITIONS FOR ADR/GDR LINKED NOTES................................................... 545
ADDITIONAL TERMS AND CONDITIONS FOR DIVIDEND LINKED NOTES .................................................. 564
ADDITIONAL TERMS AND CONDITIONS FOR ETF LINKED NOTES ............................................................ 581
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES .................................. 595
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES ................... 598
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES ............................................. 608
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ......................................................... 627
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ...................................................... 649
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES ................................................ 788
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES ......................................................... 794
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES ............................................................ 824
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES .......................... 840
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................. 849
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................. 852
DESCRIPTION OF THE COLLATERAL ARRANGEMENTS RELATING TO SECURED NOTES .................... 855
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 868
FORM OF DEED OF GUARANTEE ................................................................................................................... 887
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ........................................................................................................ 891
DESCRIPTION OF SG ISSUER ......................................................................................................................... 893
DESCRIPTION OF SG OPTION EUROPE ......................................................................................................... 899
DESCRIPTION OF SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. .............................................................. 904
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE INDICES ("SGI INDICES") ............................................................ 908
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES ...................... 967
BOOK ENTRY CLEARANCE SYSTEMS ........................................................................................................... 969
TAXATION .......................................................................................................................................................... 975
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ........................................................................... 1031
GENERAL INFORMATION .............................................................................................................................. 1060


0080105-0000703 PA:13214135.17
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Summary

SUMMARY
Summaries are made up of disclosure requirements known as Elements the communication of which is required
by Annex XXII of the Commission Regulation (EC) No 809/2004 as modified. These elements are numbered in
Sections A ­ E (A.1 ­ E.7).
This summary contains al the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the summary with the mention of "Not Applicable".

Section A ­ Introduction and warnings
A.1
Warning
This summary must be read as an introduction to the Base Prospectus.


Any decision to invest in the Notes should be based on a consideration of the
Base Prospectus.


Where a claim relating to the information contained in the Base Prospectus
and the applicable Final Terms is brought before a court, the plaintiff investor
might, under the national legislation of the Member States, have to bear the
costs of translating the Base Prospectus before the legal proceedings are
initiated.


Civil liability attaches only to those persons who have tabled this summary,
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the Base
Prospectus or it does not provide, when read together with the other parts of
this Base Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to the use
[Not Applicable. The Notes are not subject to a Public Offer in the European
of the Base
Economic Area]
Prospectus

[The Issuer consents to the use of this Base Prospectus in connection with a
resale or placement of Notes in circumstances where a prospectus is required
to be published under the Prospectus Directive (a Non-exempt Offer) subject
to the fol owing conditions:


- the consent is only valid during the offer period from [Specify date] to
[Specify date] (the Offer Period);


[- the consent given by the Issuer for the use of the Base Prospectus to make
the Non-exempt Offer is [an individual consent (an Individual Consent) in
respect of [Specify name and address] ([each a] [the] Initial Authorised
Offeror[s])] and if the Issuer appoints any additional financial intermediaries
after the [insert date of the applicable Final Terms] and publishes details of
them on its website, each financial intermediary whose details are so
published (each an Additional Authorised Offeror;] [and] [a general consent
(a General Consent) in respect of any financial intermediary who published
on its website that it wil make the Non-exempt Offer of the Notes on the basis
of the General Consent given by the Issuer and by such publication, any such
financial intermediary (each a General Authorised Offeror) undertakes to
comply with the fol owing obligations:

0080105-0000703 PA:13214135.17
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Summary



(a)
it acts in accordance with al applicable laws, rules, regulations and
guidance (including from any regulatory body) applicable to the Non-
exempt Offer of the Notes in the Public Offer Jurisdiction, in particular
the law implementing the Markets in Financial Instruments Directive
(Directive 2004/39/EC) as amended from time to time (hereinafter the
Rules) and makes sure that (i) any investment advice in the Notes by
any person is appropriate, (ii) the information to potential investor
including the information relating to any expenses (and any
commissions or benefits of any kind) received or paid by this General
Authorised Offeror under the offer of the Notes is ful y and clearly
disclosed;


(b)
it complies with the restrictions set out under the section headed
"Subscription, Sale and Transfer Restrictions" in the Base Prospectus
related to the Public Offer Jurisdiction as if it acted as a Dealer in the
Public Offer Jurisdiction;


(c)
it complies with the Rules relating to anti-money laundering, anti-
bribery and "know your customer" rules; it retains investor
identification records for at least the minimum period required under
applicable Rules, and shal , if so requested, make such records
available to the relevant Issuer and/or the relevant Dealer or directly
to the competent authorities with jurisdiction over the relevant Issuer
and/or the relevant Dealer in order to enable the relevant Issuer
and/or the relevant Dealer to comply with anti-money laundering, anti-
bribery and "know your customer" rules applying to the relevant
Issuer and/or the relevant Dealer;


(d)
it does not, directly or indirectly, cause the Issuer or the relevant
Dealers to breach any Rule or any requirement to obtain or make any
filing, authorisation or consent in any jurisdiction;


(e)
it meets [insert any other condition specified under the clause "Other
conditions to consent" in the applicable Final Terms];


(f)
it commits itself to indemnify the relevant Issuer, the Guarantor (if
applicable) and the relevant Dealer, Société Générale and each of its
affiliates for any damage, loss, expense, claim, request or loss and
fees (including reasonably fees from law firms) incurred by one of its
entities because of, or in relation with, the non-respect by this
General Authorised Offeror of any of these obligations above;


(g)
it acknowledges that its commitment to respect the obligations above
is governed by [French law] [English law] and agrees that any related
dispute be brought before the [Tribunal de Commerce de Paris,
France [English courts] ;


[Any General Authorised Offeror who wishes to use the Base Prospectus
for an Non-Exempt Offer of Notes in accordance with this General
Consent and the related conditions is required, during the time of the
relevant Offer Period, to publish on its website that it uses the Base
Prospectus for such Non-exempt Offer in accordance with this General
Consent and the related conditions.]


- the consent only extends to the use of this Base Prospectus to make Non-
exempt Offers of the Notes in [Austria] [Belgium] [Czech Republic] [Denmark]
[Germany] [Finland] [France] [Ireland] [Italy] [Liechtenstein] [Luxembourg]
[Norway] [Portugal] [Spain] [Sweden] [The Netherlands] [United Kingdom]
[Croatia] [Poland] [Hungary].

0080105-0000703 PA:13214135.17
5




Summary



[The information relating to the conditions of the Non-exempt Offer shall
be provided to the investors by [any Initial Authorised Offeror] [any Initial
Authorised Offeror and any General Authorised Offeror] [any General
Authorised Offeror] where the offer will be made.]]

Section B ­ Issuer[s] [and Guarantor]
B.1
Legal and
[Société Générale (or the Issuer)]
commercial name of
[SG Issuer (or the Issuer)]
the issuer
[SG Option Europe (or the Issuer)]
[SGA Société Générale Acceptance N.V. (or the Issuer)]
B.2
Domicile, legal form,
[If the Issuer is Société Générale:
legislation and
Domicile: 29, boulevard Haussmann, 75009 Paris, France.
country of
Legal form: Public limited liability company (société anonyme).
incorporation
Legislation under which the Issuer operates: French law.
Country of incorporation: France.]


[If the Issuer is SG Issuer:


Domicile: 33, boulevard Prince Henri, L-1724 Luxembourg, Luxembourg.


Legal form: Public limited liability company (société anonyme).


Legislation under which the Issuer operates: Luxembourg law.


Country of incorporation: Luxembourg.]


[If the Issuer is SG Option Europe:


Domicile: 17, cours Valmy, 92800 Puteaux, France.


Legal form: Limited liability company (société anonyme).


Legislation under which the Issuer operates: French law.


Country of incorporation: France.]


[If the Issuer is SGA Société Générale Acceptance N.V.:


Domicile: Pietermaai 15, Curaçao.


Legal form: Limited liability company.


Legislation under which the Issuer operates: Curaçao law.


Country of incorporation: Curaçao (former Netherlands Antil es).]
B.4b
Known trends
[ [If the Issuer is Société Générale : The euro zone and, in particular, France
affecting the issuer
are very gradual y moving towards recovery. Furthermore, the improved
and the industries in economic climate in the United States remains contingent on how the country
which it operates
wil make an exit from its quantitative and fiscal monetary policies.


In the emerging countries, markets are contending with a surge in capital flight.
Current developments could weigh on emerging country growth, but not to the
extent of triggering systemic financial crises akin to those observed in the
1990s.


Several regulations on market activity operations are continuing to come into
effect in Europe and the United States.


New fundamental developments in retail banking are also expected.


In a restrictive macro-economic environment, the major goal of market place
discussions is to produce a sustainable growth model for the financial sector
which maintains banks' ability to finance the economy amid more restrictive
budget policies. However, it is clear that the addition of new regulatory
constraints, compounded by potential competitive bias between countries, wil
weigh significantly on the profitability of some activities. They may therefore
influence the development model of certain players in the banking sector.


The Société Générale Group continues to adapt the structure of its business
lines and embarked on the second step of its transformation plan to refocus its
structure on three pil ars of excel ence:

0080105-0000703 PA:13214135.17
6




Summary




French Retail Banking;



International retail Banking and Financial Services (IBFS);



Global Banking and Investor Solutions (GBIS).]


[If the Issuer is SG Issuer, SG Option Europe or SGA Société Générale
Acceptance N.V.: The Issuer expects to continue its activity in accordance with
its corporate objects over the course of 2014.]
B.5
Description of the The Group offers a wide range of advisory services and tailored financial
issuer's group and solutions to individual customers, large corporate and institutional investors.
the issuer's position The Group relies on three complementary core businesses:
within the group

French Retail Banking;



International Retail Banking, Financial Services and Insurance and



Corporate and Investment Banking, Private Banking, Asset and
Wealth Management and Securities Services.


[If the Issuer is Société Générale: The Issuer is the parent company of the
Société Générale Group.]


[If the Issuer is SG Issuer or SG Option Europe or SGA Société Générale
Acceptance N.V.: The Issuer is a subsidiary of the Société Générale Group
and has no subsidiaries.]
B.9
Figure of profit
Not Applicable. The Issuer does not make any figure of profit forecast or
forecast or estimate
estimate.
of the issuer
B.10
Nature of any
Not Applicable. The audit report does not include any qualification.
qualifications in the
audit report on the
historical financial
information
B.12
Selected historical
[If the Issuer is Société Générale:
key financial




information
regarding the issuer




Half Year ­
Half Year ­

2014
Year ended
2013
Year ended
(Unaudited)
2013
(Unaudited)
2012 (*)



Results (in EUR M)








Net Banking Income
11,569
22,433(**)
11,101(**)
23,110




Operating income
2,378
2,336(**)
1,405(**)
2,757




Net income before non
1,504
2,394(**)
1,532(**)
1,224

controlling interests



Net income
1,345
2,044(**)
1,319(**)
790




French Retail Banking
659
1,196(**)
597(**)
1,291




International
Retail
34
983(**)
498(**)
617

Banking
&
Financial
Services



Global
Banking
and
1,066
1,206(**)
1,024(**)
761

Investor Solutions



Corporate Centre
(414)
(1,341) (**)
(800)(**)
(1,879)




Activity (in EUR bn)








Total assets and liabilities
1,322.6
1,214.2 (**)
1,254.1
1,250.9




Customer loans
336.2
332.7 (**)
341.2
350.2




Customer deposits
341.8
334.2(**)
350.0
337.2


0080105-0000703 PA:13214135.17
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Summary




Equity (in billions of





euros)



Group
shareholders'
53.3
50.9(**)
49.4
49.3

equity



Total consolidated equity
56.0
54.0(**)
53.3
53.6



(*) Items relating to the results for 2012 have been restated due to the implementation of IAS
(International Accounting Standard) 19: the change in accounting method involves the
adjustment of data for the previous year.
(**) 2013 data adjusted following the retrospective implementation of IFRS 10 and 11 on
January 1st, 2014.


[If the Issuer is SG Issuer:



(in K)
30 June
30 June
31 December 31 December
2014
2013
2013
2012



Operating
60 795
31 483
109 588
6 805
Revenues



Profit from
193
212
482
5 233
operations



Profit from
193
212
482
5 233
continuing
operations



Total Assets
33 747 468
10 048 495
21 349 619
447 087


[If the Issuer is SG Option Europe:



(in 000)
30 June
30 June
31 December 31 December
2014
2013
2013
2012



Operating
7 873
17 791
27 585
153 077
Revenues



Profit from
- 10 628
- 2 874
-20 163
74 129
operations



Profit from
-18 766
- 6 914
-25 820
116 083
continuing
operations



Total Assets
54 001 064
79 941 152
64 461 264
86 092 976



Dividends
0
0
0
0
declared per
share


[If the Issuer is SGA Société Générale Acceptance N.V.:



(in K$)
June 30,
December
June 30,
December

2014
31, 2013
2013
31, 2012
(unaudited)
(audited)
(unaudited)
(audited)



Net banking
0
0
0
0
income



Net result
0
0
0
0



Total assets
36 525 838
45 827 253
51 892 803
59 567 540



Euro Medium
32 952 728
40 963 853
47 956 944
54 673 341
Term Notes
and bonds

0080105-0000703 PA:13214135.17
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Summary




Financial
3 368 774
3 812 549
2 975 928
4 014 772
Instruments
(Warrants)

No material adverse There has been no material adverse change in the prospects of the Issuer
change
in
the since 31 December 2013.
prospects of the
issuer since the date
of its last published
audited
financial
statements

Significant changes Not Applicable. There has been no significant change in the financial or trading
in
the
issuer's position of the Issuer since 30 June 2014.
financial or trading
position subsequent
to
the
period
covered
by
the
historical
financial
information

B.13
Recent
events Not Applicable. There has been no recent event particular to the Issuer which
particular
to
the is to a material extent relevant to the evaluation of the Issuer's solvency.
issuer which are to a
material
extent
relevant
to
the
evaluation of the
issuer's solvency
B.14
Statement
as
to See Element B.5 above for the Issuer's position within the Group.
whether the issuer is [Société Générale is the ultimate holding company of the Group. However,
dependent
upon Société Générale operates its own business; it does not act as a simple
other entities within holding company vis-à-vis its subsidiaries.]
the group


[SG Issuer is dependent upon Société Générale Bank & Trust within the
Group.]


[SG Option Europe is dependent upon Société Générale within the Group.]


[SGA Société Générale Acceptance N.V. is dependent upon Société Générale
within the Group.]
B.15
Description of the
[If the Issuer is Société Générale: See Element B.5 above.]

issuer's
principal [The principal activity of SG Issuer is raising finance by the issuance of debt
activities
securities designed to be placed to institutional customers or retail customers
through the distributors associated with Société Générale. The financing
obtained through the issuance of such debt securities is then lent to Société
Générale and to other members of the Group.]


[The principal activities of SG Option Europe are to carry out trading activities
on derivatives contracts on shares and indices traded on the English and
French regulated markets for the hedge of products sold by Société Générale
to its clients. SG Option Europe has been authorised to perform investment
services as an investment firm since 1st January 2001. SG Option Europe acts
as market maker with respect to securities or warrants issued by Société
Générale and issues debt securities designed to be placed to the institutional
customers or retail customers through the distributors associated with Société
Générale. The financing obtained through the issuance of EMTN is then lent to
Société Générale and to other members of the Group.]

0080105-0000703 PA:13214135.17
9




Summary



[The sole purpose of SGA Société Générale Acceptance N.V. is to issue
warrants as wel as debt securities designed to be placed to the institutional
customers or retail customers through the distributors associated with Société
Générale. The financing obtained through the issuance of EMTN is then lent to
Société Générale and to other members of the Group.]
B.16
To the extent known [Not Applicable. To its knowledge, Société Générale is not owned or
to
the
issuer, control ed, directly or indirectly (under French law) by another entity.]
whether the issuer is [SG Issuer is a 100 per cent. owned subsidiary of Société Générale Bank &
directly or indirectly Trust S.A. which is itself a 100 per cent. owned subsidiary of Société Générale
owned or controlled and is a ful y consolidated company.]
and by whom, and [SG Option Europe is a 99.99 per cent. owned subsidiary of Genefinance
description of the which is itself a 100 per cent. owned subsidiary of Société Générale and is a
nature
of
such ful y consolidated company.]
control
[SGA Société Générale Acceptance N.V. is a 100 per cent. owned subsidiary
of Société Générale and is a ful y consolidated subsidiary.]
[Delete the Element B.17 if the Notes are derivative instruments to which Annex XII of the Regulation
applies]
[B.17
Credit
ratings [Société Générale is rated AA (low) by DBRS, A by Fitch Ratings, A2 by
assigned
to
the Moody's Investors Services and A by Standard and Poor's.]
issuer or its debt [If the Issuer is SG Issuer or SG Option Europe or SGA Société Générale
securities
Acceptance N.V.: Not Applicable. The Issuer is not rated.]


[Not Applicable] [The Notes to be issued have [not] been rated [Specify
rating(s) of Notes being issued] [by [Specify rating agency(ies)].]]
[Delete the Elements B.18 and B.19 if Société Générale is the Issuer of the Notes]
[B.18
Nature and scope of The Notes are unconditional y and irrevocably guaranteed by Société
the guarantee
Générale (the Guarantor) pursuant to the Guarantee dated 28 October 2014.
The Guarantee constitutes a direct, unconditional, unsecured and general
obligation of the Guarantor and ranks and wil rank pari passu with al other
existing and future direct, unconditional, unsecured and general obligations of
the Guarantor, including those in respect of deposits.]
[B.19
Information
about The information about Société Générale as if it were the Issuer of the same
the guarantor as if it type of Notes that is subject of the Guarantee is set out in accordance with
were the issuer of Elements B.19 / B.1, B.19 / B.2, B.19 / B.4b, B.19 / B.5, B.19 / B.9, B.19 /
the same type of B.10, B.19 / B.12, B.19 / B.13, B.19 / B.14, B.19 / B.15 [,] [and] B.19 / B.16
security
that
is [and B.19 / B.17] below, respectively:
subject
of
the [If Société Générale is acting as Guarantor insert here the Elements
guarantee
information relating to the Guarantor ­ the relevant descriptions should be
copied from Elements B.1 to B.17]]

Section C ­ Securities
C.1
Type and class of The Notes are [debt securities] [derivative instruments] [indexed on [share]
the securities being [index] [SGI Index] [ADR] [GDR] [dividend] [ETF] [reference rate] [foreign
offered
and/or exchange rate ] [commodity] [commodity index] [fund] [inflation index] [ETP]
admitted to trading, [non equity securities which are [certificates] [over-the-counter derivative
including
any products] [[option] [future] contract[s]][preference share] [warrant] [the
security
occurrence or non occurrence of one or more credit event(s) on one or several
identification
reference entity(ies) [belonging to the index]] [the occurrence or non
number
occurrence of one or more bond event(s)]].


ISIN Code: [Insert code]

0080105-0000703 PA:13214135.17
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