Dated 14/05/2014 SG Issuer Issue of up to EUR 15 000 000 Notes due 22/07/2019 Unconditionally and irrevocably guaranteed by Société Générale under the Debt Instruments Issuance Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "Terms and Conditions of the English Law Notes and the Uncertificated Notes" in the Base Prospectus dated 29 April 2014, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendment made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a Member State). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and Article 8.4 of the loi luxembourgeoise relative aux prospectus pour valeurs mobilières as amended, and must be read in conjunction with the Base Prospectus and the supplement(s) to such Base Prospectus published prior to the Issue Date (as defined below) (the Supplement(s)); provided, however, that to the extent such Supplement (i) is published after these Final Terms have been signed or issued and (ii) provides for any change to the Conditions as set out under the heading Terms and Conditions of the English Law Notes and the Uncertificated Notes, such change shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate. Full information on the Issuer, the Guarantor, if any, and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and any Supplement(s). Prior to acquiring an interest in the Notes described herein, prospective investors should read and understand the information provided in the Base Prospectus and any Supplement(s) and be aware of the restrictions applicable to the offer and sale of such Notes in the United States or to, or for the account or benefit of, U.S. Persons. In the case of Notes offered to the public or admitted to trading on a Regulated Market in the Economic Area, a summary of the issue of the Notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. Copies of the Base Prospectus, any Supplement(s) and these Final Terms are available for inspection from the head office of the Issuer, the Guarantor (if applicable), the specified offices of the Paying Agents and, in the case of Notes admitted to trading on the Regulated Market of the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (www.bourse.lu) and, in the case of Notes offered to the public or admitted to trading on a Regulated Market in the Economic Area, on the website of the Issuer (http://prospectus.socgen.com). 1. (i) Series Number: 56106EN/14.6 (ii) Tranche Number: 1 (iii) Date on which the Notes become fungible: Not Applicable 2. Specified Currency: EUR 3. Aggregate Nominal Amount: (i) - Tranche: up to EUR 15 000 000 (ii) - Series: up to EUR 15 000 000 4. Issue Price 100% of the Aggregate Nominal Amount 5. Specified Denomination: EUR 1 000 6. (i) Issue Date: (DD/MM/YYYY) 25/06/2014 (ii) Interest Commencement Date: (DD/MM/YYYY) Issue Date 7. Maturity Date (DD/MM/YYYY) 22/07/2019 (such date being the Scheduled Maturity Date), subject to the provisions of paragraph Credit - 1 -
8. Governing law Finnish law 9. (i) Status of the Notes: Unsecured Linked Notes Provisions and the Additional Terms and Conditions for Credit Linked Notes. (ii) Date of corporate authorisation obtained for the issuance of Notes: Not Applicable (iii) Type of Structured Notes Credit Linked Notes The provisions of the following Additional Terms and Conditions apply: Additional Terms and Conditions for Credit Linked Notes (iv) Reference of the Product 3.10.1 as described in the Additional Terms and Conditions relating to Formulae 10. Interest Basis: See section PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE below. 11. Redemption/Payment Basis: See section PROVISIONS RELATING TO REDEMPTION below. 12. Issuer s/noteholders redemption option: See section PROVISIONS RELATING TO REDEMPTION below. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. Fixed Rate Note Provisions Applicable as per Condition 3.1 of the General Terms and Conditions, subject to the provisions of paragraph Credit Linked Notes Provisions and the Additional Terms and Conditions for Credit Linked Notes. (i) Rate(s) of Interest: Indicatively 7.30% per annum payable quarterly in arrear and with a minimum of 6.00% per annum payable quarterly in arrear. Final Rate(s) of Interest will be confirmed on 18/06/2014. (ii) Specified Period(s) / Interest Payment Date(s): 22 January, 22 April, 22 July, 22 October in each year from and including 22 July 2014 to and including the Scheduled Maturity Date (iii) Business Day Convention: Following Business Day Convention (unadjusted) (iv) Fixed Coupon Amount: Unless previously redeemed, on each Interest Payment Date, the Issuer shall pay to the Noteholders, for each Note, an amount determined by the Calculation Agent as follows: (v) Day Count Fraction: 30/360 Rate of Interest x Relevant Proportion of the Interest Calculation Amount x Day Count Fraction (vi) Broken Amount (s): In case of a long or short Interest Period (with regard to paragraph Specified Period(s)/Interest Payment Date(s)" above), the amount of interest will be calculated in accordance with the formula specified in paragraph Fixed Coupon Amount above. - 2 -
(vii) Determination Date(s): Not Applicable 14. Floating Rate Note Provisions Not Applicable 15. Structured Interest Note Provisions Not Applicable 16. Zero Coupon Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 17. Redemption at the option of the Issuer: 18. Redemption at the option of the Noteholders Not Applicable Not Applicable 19. Automatic Early Redemption: Not Applicable 20. Final Redemption Amount: Unless previously redeemed, the Issuer shall redeem the Notes on the Maturity Date, in accordance with the following provisions in respect of each Note: Final Redemption Amount = Specified Denomination x 100% 21. Physical Delivery Note Provisions Not Applicable Provided that if one or more Credit Event Determination Date(s) occur(s) (as such term is defined in the Additional Terms and Conditions for Credit Linked Notes), the Issuer will, on the Maturity Date, redeem each Note at the Cash Redemption Amount, subject to provisions of the Additional Terms and Conditions for Credit Linked Notes. Cash Redemption Amount means, an amount, subject to a minimum of zero, equal for each Note to (i) the Relevant Proportion of the difference between the Aggregate Nominal Amount and the Aggregate Loss Amount minus (ii) the aggregate of the Unwind Costs calculated in respect of all Credit Event Determination Dates, as at the Maturity Date. 22. Credit Linked Notes Provisions Applicable, subject to the provisions of the Additional Terms and Conditions for Credit Linked Notes. The provisions of Part A (2009 definitions) shall apply. (i) Type of Credit Linked Notes: Tranche Notes (ii) Terms relating to Settlement: a) Settlement Type: Settlement b) Settlement Method: Cash Settlement, as per Condition 1.2 of the Additional Terms and Conditions for Credit Linked Notes c) Final Value: Fixed Recovery: 0 per cent d) Unwind Costs: Not Applicable : the Unwind Costs in respect of each Note will be equal to zero - 3 -
(iii) Provisions relating to Basket Notes: Applicable a) Relevant Proportion: As per Condition 2 of the Additional Terms and Conditions for Credit Linked Notes, means the proportion which one Note bears to the total number of Notes outstanding. b) Aggregate Loss Amount: As per Condition 2 of the Additional Terms and Conditions for Credit Linked Notes, means at any time for a Tranche Note, the lowest of (i) the Tranche Notional Amount; and (ii) the highest of (x) zero and (y) the difference between (xx) the aggregate of the Loss Amount for all Reference Entities in respect of which a Credit Event Determination Date has occurred and (xy) the Tranche Subordination Amount. c) Loss Amount: In relation to each Reference Entity in respect of which a Credit Event Determination Date has occurred, an amount equal to the product of (i) the Reference Entity Notional Amount and (ii) the difference between the Reference Price and the Final Value, subject to a minimum of zero. d) Reference Entity Notional Amount: For each Reference Entity comprised in the Reference Portfolio: the amount equal to the product of the Reference Entity Weighting and the Reference Portfolio Notional Amount e) Tranche Notes: Applicable 1) Tranche Subordination Amount: The Reference Portfolio Notional Amount multiplied by the Attachment Point 2) Tranche Notional Amount: the Aggregate Nominal Amount 3) N-to-M-to-Default: Not Applicable 4) Attachment Point: 0% of the Reference Portfolio Notional Amount 5) Detachment Point: 40% of the Reference Portfolio Notional Amount f) Reference Portfolio Notional Amount: An amount equal to the Aggregate Nominal Amount divided by the difference between the Detachment Point and the Attachment Point. g) Reference Price: For each Reference Entity comprised in the Reference Portfolio: the percentage specified as such in Annex for Credit Linked Notes hereto or, if not specified, 100%. h) Reference Entity Weighting: For each Reference Entity comprised in the Reference Portfolio: the proportion specified as such in Annex for Credit Linked Notes hereto which will be adjusted in accordance with the provisions of the Additional Terms and Conditions for Credit Linked Notes. i) Interest Recovery: Fixed Interest Recovery with an Interest Recovery Rate of 0 per cent. (iv) Transaction Type: For each Reference Entity comprised in the Reference Portfolio, as specified in Annex for Credit Linked Notes hereto (v) Selected Obligation(s): Not Applicable - 4 -
(vi) Accrual of Interest upon Credit Event: No Accrued Interest upon Credit Event (vii) Observed Interest: Not Applicable (viii) First Credit Event Occurrence Date: (DD/MM/YYYY) 25/06/2014 (ix) Scheduled Last Credit Event Occurrence Date: the 12th Business Day immediately preceding the Scheduled Maturity Date (x) Reference Entity(ies): The Reference Entities comprised in the Reference Portfolio as described in Annex for Credit Linked Notes hereto (or any Successor thereto) (xi) Multiple Successor(s): Not relevant. The provisions of Condition 1.5 of the Additional Terms and Conditions for Credit Linked Notes do not apply. For the avoidance of doubt, splits into several resulting entities are dealt with in the definition of Successor as per Condition 2 of the Additional Terms and Conditions for Credit Linked Notes. (xii) Reference Obligation(s): For each Reference Entity comprised in the Reference Portfolio, the Reference Obligation(s) specified in Annex for Credit Linked Notes hereto (xiii) Credit Events: For each Reference Entity comprised in the Reference Portfolio, the Credit Event(s) specified in Annex for Credit Linked Notes hereto (xiv) Notice of Publicly Available Information: For each Reference Entity comprised in the Reference Portfolio, as specified in Annex for Credit Linked Notes hereto (xv) Obligation(s): a) Obligation Category: For each Reference Entity comprised in the Reference Portfolio, the Obligation Category specified in Annex for Credit Linked Notes hereto b) Obligation Characteristics: For each Reference Entity comprised in the Reference Portfolio, the Obligation Characteristics specified in Annex for Credit Linked Notes hereto (xvi) All Guarantees: For each Reference Entity comprised in the Reference Portfolio, as specified in Annex for Credit Linked Notes hereto (xvii) Additional Provisions relating to certain specific Reference Entities: Applicable, if relevant, as per Condition 1.9 of the Additional Terms and Conditions for Credit Linked Notes. (xviii) Business Days (for the purposes of the Additional Terms and Conditions for Credit Linked Notes): London and TARGET 2 (xix) Other applicable options as per the Additional Terms and Conditions for Credit Linked Notes: Not Applicable - 5 -
23. Bond Linked Notes Provisions Not Applicable 24. Trigger redemption at the option of the Issuer: - Outstanding Amount Trigger Level: 25. Early Redemption Amount payable on Event of Default or, at the option of the Issuer, on redemption for taxation or regulatory reasons: Applicable as per Condition 5.6 of the General Terms and Conditions 10% of the Aggregate Nominal Amount Market Value PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY 26. (i) Underlying(s): Not Applicable (ii) (iii) (iv) Information relating to the past and future performances of the Underlying(s) and volatility: Provisions relating, amongst others, to the Market Disruption Event(s) and/or Extraordinary Event(s) and/or Monetisation until the Maturity Date and/or any additional disruption event(s) as described in the relevant Additional Terms and Conditions for Structured Notes: Other information relating to the Underlying(s): Not Applicable Not Applicable Not Applicable DEFINITIONS APPLICABLE TO INTEREST (IF ANY), REDEMPTION AND THE UNDERLYING(S) IF ANY 27. (i) Definitions relating to date(s): Not Applicable (ii) Definitions relating to the Product: Not Applicable PROVISIONS RELATING TO SECURED NOTES 28. Secured Notes Provisions Not Applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES 29. Provisions applicable to payment date(s): - Payment Business Day: Following Payment Business Day - Financial Centre(s): Helsinki and TARGET 2 30. Form of the Notes: (i) Form: Dematerialised Uncertificated Finnish Notes in book entry form issued, cleared and settled through Euroclear Finland in accordance with the Finnish Act on the Book-Entry System and Clearing Operations (749/2012), and the Finnish Act on Book-Entry Accounts (827/1991), as amended - 6 -
(ii) New Global Note (NGN bearer notes) / New Safekeeping Structure (NSS registered notes): No 31. Redenomination: Not Applicable 32. Consolidation: Applicable as per Condition 14.2 of the General Terms and Conditions 33. Partly Paid Notes Provisions: Not Applicable 34. Instalment Notes Provisions: Not Applicable 35. Masse: Not Applicable 36. Dual Currency Note Provisions: Not Applicable 37. Additional Amount Provisions for Italian Certificates: Not Applicable - 7 -
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: Application will be made for the Notes to be listed on the regulated market of the Nasdaq OMX Helsinki, Finland. (ii) Admission to trading: Application will be made for the Notes to be admitted to trading on the Regulated Market of the Nasdaq OMX Helsinki, Finland, with effect from or as soon as practicable after the Issue Date. There can be no assurance that the listing and trading of the Notes will be approved with effect on the Issue Date or at all. (iii) (iv) Estimate of total expenses related to admission to trading: Information required for Notes to be listed on SIX Swiss Exchange: Not Applicable Not Applicable 2. RATINGS The Notes to be issued have not been rated. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save for fees, if any, payable to the Dealer, and so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Issuer and Société Générale expect to enter into hedging transactions in order to hedge the Issuer's obligations under the Notes. Should any conflicts of interest arise between (i) the responsibilities of Société Générale as Calculation Agent for the Notes and (ii) the responsibilities of Société Générale as counterparty to the above mentioned hedging transactions, the Issuer and Société Générale hereby represent that such conflicts of interest will be resolved in a manner which respects the interests of the Noteholders. 4. REASONS FOR THE OFFER AND USE OF PROCEEDS, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer and use of proceeds: The net proceeds from each issue of Notes will be applied for the general financing purposes of the Société Générale Group, which include making a profit. (ii) Estimated net proceeds: Not Applicable (iii) Estimated total expenses: Not Applicable 5. INDICATION OF YIELD (Fixed Rate Notes only) Not Applicable 6. HISTORIC INTEREST RATES (Floating Rate Notes only) Not Applicable - 8 -
7. PERFORMANCE AND EFFECT ON VALUE OF INVESTMENT (i) PERFORMANCE OF FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Structured Notes only) Not Applicable. The value of the Notes is not affected by the value of an underlying instrument but by the occurrence or non-occurrence of a credit event. Investment in Notes including fixed interest rate involves risks linked to the fluctuation of the market rates which could have negative effect on the value of these Notes. Payments (whether in respect of principal and/or interest and whether at maturity or otherwise) on the Notes are linked to the occurrence or non occurrence of one or more credit event(s) relating to one or more reference entity(ies). If the calculation agent determines that one or more credit event(s) has(have) occurred, the obligation of the Issuer to pay the principal on the maturity date will be replaced by (i) an obligation to pay other amounts (either fixed or calculated by reference to the value of the deliverable asset(s) of the relevant reference entity, and in each case, which may be lower than the par value of the Notes on the relevant date), and/or (ii) an obligation to deliver the deliverable asset. Furthermore, credit linked notes paying interest(s) may cease to produce interest(s) at the credit event determination date or earlier. During the lifetime of the Notes, the market value of these Notes may be lower than the invested capital. Furthermore, an insolvency of the Issuer and/or the Guarantor may cause a total loss of the invested capital. The attention of the investors is drawn to the fact that they could sustain an entire or a partial loss of their investment. (ii) PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) Not Applicable 8. OPERATIONAL INFORMATION (i) Security identification code(s): - ISIN Code: FI4000096839 - Common Code: Available upon request if needed (ii) Clearing System(s): Euroclear Finland Ltd (Euroclear Finland) business identification number: 1061446-0. The Issuer and the Issuer Agent shall be entitled to obtain information from registers maintained by Euroclear Finland for the purposes of performing their obligations under the Notes. (iii) Delivery: Delivery against payment (iv) Calculation Agent: Société Générale Tour Société Générale 17 cours Valmy 92987 Paris La Défense Cedex France (v) Paying Agent(s): Société Générale Bank&Trust 11, avenue Emile Reuter 2420 Luxembourg - 9 -
(vi) Eurosystem eligibility of the Notes: No Luxembourg and Nordea Issuer Services Aleksis Kiven katu 3-5 Helsinki FI-00020 NORDEA Finland (vii) Address and contact details of Société Générale for all administrative communications relating to the Notes: Société Générale Tour Société Générale 17, Cours Valmy 92987 Paris La Défense Cedex France Name: Sales Support Services - Derivatives Tel: +33 1 57 29 12 12 (Hotline) Email: clientsupport-deai@sgcib.com 9. DISTRIBUTION (i) Method of distribution: Non-syndicated - Dealer(s): Société Générale Tour Société Générale 17 cours Valmy 92987 Paris La Défense Cedex France (ii) Total commission and concession: There is no commission and/or concession paid by the Issuer to the Dealer or the Managers. Société Générale shall pay to the person(s) mentioned below (each an "Interested Party") the following remunerations for the services provided by such Interested Party to Société Générale in the capacity set out below: to FINLANDIA GROUP PLC as distributor an annual average remuneration (calculated on the basis of the term of the Notes) of up to 1.0% of the amount of Notes effectively placed. (iii) TEFRA rules: Not Applicable (iv) Permanently Restricted Notes: Yes (v) Non-exempt Offer: A Non-exempt offer of the Notes may be made by the Dealer and any Initial Authorised Offeror below mentioned, any Additional Authorised Offeror, the name and address of whom will be published on the website of the Issuer (http://prospectus.socgen.com) in the public offer jurisdiction(s) (Public Offer Jurisdiction(s)) during the offer period (Offer Period) as specified in the paragraph Public Offers in Economic Area below. - Individual Consent / Name(s) and addresse(s) of any Initial Authorised Offeror: Applicable / FINLANDIA GROUP PLC Aleksanterinkatu 44 00100 Helsinki Finland - 10 -
- General Consent/ Other conditions to consent: Not Applicable 10. PUBLIC OFFERS IN EUROPEAN ECONOMIC AREA - Public Offer Jurisdiction(s): Finland - Offer Period: From 16/05/2014 to 06/06/2014 - Offer Price: The Notes will be offered at the Issue Price increased by fees, if any, as mentioned below. - Conditions to which the offer is subject: Offers of the Notes are conditional on their issue and, on any additional conditions set out in the standard terms of business of the financial intermediaries, notified to investors by such relevant financial intermediaries. The Issuer reserves the right to close the Offer Period prior to its stated expiry for any reason. The Issuer reserves the right to withdraw the offer and cancel the issuance of the Notes for any reason at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such right, no potential investor shall be entitled to subscribe or otherwise acquire the Notes. - Description of the application process: - Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: - Details of the minimum and/or maximum amount of application: The distribution activity will be carried out in accordance with the financial intermediary s usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the purchase of the Notes. Not Applicable Minimum amount of application : EUR 10 000 (i.e. 10 Notes) - Details of the method and time limits for paying up and delivering the Notes: - Manner and date in which results of the offer are to be made public: - Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. However, the settlement and delivery of the Notes will be executed through the Dealer mentioned above. Investors will be notified by the relevant financial intermediary of their allocations of Notes and the settlement arrangements in respect thereof. Publication on the website of the Issuer (http://prospectus.socgen.com) and in a daily newspaper of general circulation in the relevant place(s) of listing and/or public offer at the end of the subscription period if required by local regulation. Not Applicable - 11 -
not exercised: - Whether tranche(s) has/have been reserved for certain countries: - Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: - Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Not Applicable Not Applicable Taxes charged in connection with the subscription, transfer, purchase or holding of the Notes must be paid by the Noteholders and neither the Issuer nor the Guarantor shall have any obligation in relation thereto; in that respect, Noteholders shall consult professional tax advisers to determine the tax regime applicable to their own situation. The Noteholders shall also consult the Taxation section in the Base Prospectus. Subscription fees or purchase fees: up to 2.0% of Issue Price per Note, paid by the purchaser to FINLANDIA GROUP PLC or an agent appointed by FINLANDIA GROUP PLC. 11. ADDITIONAL INFORMATION - Minimum investment in the Notes: EUR 10 000 (i.e. 10 Notes) - Minimum Trading: EUR 1 000 (i.e. 1 Note) 12. PUBLIC OFFERS IN OR FROM SWITZERLAND Not Applicable - 12 -
ANNEX FOR CREDIT LINKED NOTES Reference Portfolio: Reference Entity Unitymedia KabelBW GmbH UPM-Kymmene Oyj WENDEL Wind Acquisition Finance S.A. GALP ENERGIA, SGPS, S.A. HOCHTIEF Aktiengesellschaft INEOS Group Holdings S.A. Louis Dreyfus Commodities B.V. Play Finance 1 S.A. REXEL TVN Finance Corporation III AB (publ) UCB Transaction Type VOUGEOT BIDCO P.L.C. Altice Finco S.A. TUI AG ARDAGH PACKAGING FINANCE PUBLIC LIMITED COMPANY BRITISH AIRWAYS plc Reference Entity Weighting Reference Obligation Reference Price Status 1.666% XS0770929353 1.666% US915436AE98 1.666% XS0253989635 1.666% XS0438150160 1.667% PTGALIOE0009 1.667% DE000A1TM5X8 1.667% XS0928189777 100% Subordinated 1.667% XS1000918018 1.667% XS0982709494 1.667% XS0908821639 1.666% XS0954674668 1.666% BE0002428036 1.666% 1.667% XS0946155693 1.666% DE000TUAG158 1.667% XS0547019777 1.667% XS0133582147-13 -
CABLE & WIRELESS LIMITED BRISA - CONCESSAO RODOVIARIA, S.A. CIR S.P.A. - COMPAGNIE INDUSTRIALI RIUNITE ArcelorMittal ConvaTec Healthcare E S.A. DIXONS RETAIL PLC EDP - Energias de Portugal, S.A. CNH Industrial N.V. FIAT S.P.A. HeidelbergCement AG HELLENIC TELECOMMUNICATIONS ORGANISATION SOCIETE ANONYME TELECOM ITALIA SPA LADBROKES PLC Lafarge MELIA HOTELS INTERNATIONAL, S.A. ASTALDI SOCIETA PER AZIONI Nokia Oyj NORSKE SKOGINDUSTRIER ASA 1.667% XS0050504306 1.667% PTBRIHOM0001 1.667% XS0207766170 1.667% US03938LAF13 1.667% XS0568044555 1.667% XS0528872830 1.667% PTEDPSOM0010 1.667% XS0604641034 1.667% XS0305093311 1.667% DE000A0TKUU3 1.667% XS0275776283 1.666% XS0184373925 1.667% XS0491875562 1.667% XS0562783034 1.667% XS0469533631 1.667% XS1000393899 1.667% XS0411735482 1.667% XS0307552355-14 -
NXP B.V. BENI STABILI SOCIETA PER AZIONI SOCIETA DI INVESTIMENTO IMMOBILIARE QUOTATA Portugal Telecom International Finance B.V. RALLYE FINMECCANICA S.P.A. JAGUAR LAND ROVER AUTOMOTIVE PLC SOCIETE AIR FRANCE Stena Aktiebolag Sunrise Communications Holdings S.A. ThyssenKrupp AG NEW LOOK BONDCO I PLC ALSTOM Trionista HoldCo GmbH Unilabs SubHolding AB (publ) Alcatel Lucent Metsa Board Corporation UPC Holding B.V. PEUGEOT SA ABENGOA, S.A. 1.667% USN6651LAB38 1.667% XS1019171427 1.667% XS0215828913 1.667% FR0010815472 1.667% XS0182242247 1.667% XS0627215378 1.666% FR0010185975 1.666% XS0285176458 1.666% XS0548102531 1.666% XS0214238239 1.667% 1.667% FR0010850701 1.666% 1.666% 1.667% XS0564563921 1.667% FI4000085550 1.666% XS0532178000 1.667% FR0011439975 1.667% XS0498817542-15 -
Stora Enso Oyj VIRGIN MEDIA FINANCE PLC SMURFIT KAPPA ACQUISITIONS Schaeffler Finance B.V. Techem GmbH CERVED GROUP S.P.A. 1.666% XS0830688411 1.666% XS0889942990 1.666% 1.667% 1.666% 1.667% XS0876835595 100% Subordinated Terms applicable to a Reference Entity are the ones specified in the tables below for the Transaction Type of such Reference Entity as determined in the table above. In the tables hereunder, X shall mean Applicable. Credit Events and related options Bankruptcy Failure to Pay Grace Period Extension Notice of Publicly Available Information Payment Requirement X (USD 1 000 000) Obligation Default Obligation Acceleration Repudiation/Moratorium Restructuring Restructuring Maturity Limitation and Fully Transferable Obligation Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation Multiple Holder Obligation Default Requirement X (USD 10 000 000) All Guarantees X X X X X X X Obligation Category Payment Borrowed Money Reference Obligation Only Bond Loan Bond or Loan Obligation Characteristics X - 16 -
Not Subordinated Specified Currencies Specified Currencies and Domestic Currency Not Sovereign Lender Not Domestic Currency Not Domestic Law Listed Not Domestic Issuance - 17 -
Section A Introduction and warnings ISSUE SPECIFIC SUMMARY A.1 Warning This summary must be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in the Notes should be based on a consideration of the Base Prospectus and the applicable Final Terms as a whole by the investor. 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 and the applicable Final Terms 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 and the applicable Final Terms or it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Notes. A.2 Consent to the use of the Base 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 following conditions: - the consent is only valid during the offer period from 16/05/2014 to 06/06/2014 (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 FINLANDIA GROUP PLC Aleksanterinkatu 44 00100 Helsinki Finland (the Initial Authorised Offeror) and if the Issuer appoints any additional financial intermediaries after the date of the applicable Final Terms and publishes details of them on its website http://.prospectus.socgen.com, each financial intermediary whose details are so published (each an Additional Authorised Offeror; - the consent only extends to the use of this Base Prospectus to make Nonexempt Offers of the Notes in Finland. The information relating to the conditions of the Non-exempt Offer shall be provided to the investors by any Initial Authorised Offeror where the offer will be made. Section B Issuer and Guarantor B.1 Legal and commercial name of the Issuer B.2 Domicile, legal form, legislation and country of incorporation SG Issuer (or the 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. B.4b Known trends affecting the The Issuer expects to continue its activity in accordance with its corporate objects over the course of 2014. - 18 -
Issuer and the industries in which it operates B.5 Description of the Issuer s group and the Issuer s position within the group B.9 Figure of profit forecast or estimate (if any) B.10 Nature of any qualifications in the audit report on the historical financial information B.12 Selected historical key financial information regarding the Issuer The Group offers a wide range of advisory services and tailored financial solutions to individual customers, large corporate and institutional investors. The Group relies on three complementary core businesses: French Retail Banking; International Retail Banking, Financial Services and Insurance and and Investment Banking, Private Banking, Asset and Wealth Management and Securities Services. The Issuer is a subsidiary of the Société Générale Group and has no subsidiaries. Not Applicable. The Issuer does not provide any figure of profit forecast or estimate. Not Applicable. The audit reports do not include any qualification. (in K ) June 30, 2013 December 31, June 30, 2012December 31, (unaudited) 2012 (audited) (unaudited) 2011 (audited) Operating Revenues 31 483 6 805 1 294 19 835 Profit from 212 5 233 1 303 5 573 operations Profit from 212 5 233 1 303 5 573 continuing operations Total Assets 10 048 495 447 087 Not69 028 available Material adverse change in the prospects Not Applicable. There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. - 19 -
of the Issuer since the date of its last published audited financial statements Significant changes in the financial or trading position subsequent to the period covered by the historical financial information B.13 Recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency B.14 Statement as to whether the Issuer is dependent upon other entities within the group B.15 Description of the issuer s principal activities B.16 To the extent known to the Issuer, whether the Issuer is directly or indirectly owned or controlled and by whom, and nature of such control B.18 Nature and scope of the guarantee Not Applicable. There has been no significant change in the Issuer s financial or trading position subsequent to the period covered by the historical financial information. Not Applicable. There has been no recent event particular to the Issuer which is to a material extent relevant to the evaluation of the Issuer s solvency. See Element B.5 above for the Issuers' position within the Group. SG Issuer is dependent upon Société Générale Bank & Trust within the Group. The principal activities of SG Issuer is raising finance by the issuance of debt 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. SG Issuer is a 100 per cent. owned subsidiary of Société Générale Bank & Trust S.A. which is itself a 100 per cent. owned subsidiary of Société Générale and is a fully consolidated company. The Notes are unconditionally and irrevocably guaranteed by Société Générale (the Guarantor) pursuant to the Guarantee dated 29 April 2014. The Guarantee constitutes a direct, unconditional, unsecured and general obligation of the Guarantor and ranks and will rank pari passu with all other existing and future direct, unconditional, unsecured and general obligations of the Guarantor, including those in respect of deposits. B.19 Information about the guarantor as if it were the The information about Société Générale as if it were the Issuer of the same type of Notes that is subject of the Guarantee is set out in accordance with Elements B.19 / B.1, B.19 / B.2, B.19 / B.4b, B.19 / B.5, B.19 / B.9, B.19 / B.10, B.19 / B.12, B.19 / B.13, B.19 / B.14, B.19 / B.15, B.19 / B.16 below, respectively: - 20 -
issuer of the same type of security that is subject of the guarantee B.19/ B.1: Société Générale B.19/ B.2: Domicile: 29, boulevard Haussmann, 75009 Paris, France. Legal form: Public limited liability company (société anonyme). Legislation under which the Issuer operates: French law. Country of incorporation: France. B.19/ B.4b: The euro zone and, in particular France are very gradually moving towards recovery. Furthermore, the improved economic climate in the United States remains contingent on how the country will 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, will 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 pillars of excellence: French Retail Banking; International retail Banking and Financial Services (IBFS); Global Banking and Investor Solutions (GBIS). B.19/ B.5: The Group offers a wide range of advisory services and tailored financial solutions to individual customer, large corporate and institutional investors. The Group relies on three complementary core businesses: French Retail Banking, International Retail Banking, Financial Services and Insurance and and Investment Banking, Private Banking, Asset and Wealth Management and Securities Services. Société Générale is the parent company of the Société Générale Group. B.19/ B.9: Not Applicable. The Issuer does not make any figure of profit forecast or estimate. B.19/B.10: Not applicable. The audit report does not include any qualification. B.19/B.12: Year 2013 (audited accounts) ended Year ended 2012* (audited accounts) Results (in EUR M) Net Banking Income 22,831 23,110 Operating income 2,380 2,737 Net income before non controlling interests 2,525 1,224 Net income 2,175 790 French retail Banking 1,164 1,291 International Retail Banking & Financial Services 1,020 617 Global Banking and Investor Solutions 1,337 761 Centre (1,346) (1,879) - 21 -
Activity (in EUR bn) Total assets and liabilities 1,235.3 1,250.9 Customer loans 333.5 350.2 Customer deposits 344.7 337.2 Equity (in billions of euros) Group shareholders' equity 51.0 49.3 Total consolidated equity 54.1 53.6 * The data for the 2012 financial year have been restated due to the implementation of the revised IAS 19, resulting in the publication of adjusted data of the previous financial year. Not Applicable. There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. Not Applicable. There has been no significant change in the Issuer s financial or trading position subsequent to the period covered by the historical financial information. B.19/B.13: Not Applicable. There has been no recent events particular to the Issuer which is to a material extent relevant to the evaluation of the Issuer's solvency. B.19/ B.14: See Element B.5 above for the Issuer s position within the Group. Société Générale is the ultimate holding company of the Group. However, Société Générale operates its own business; it does not act as a simple holding company visà-vis its subsidiaries. B.19/ B.15: See Element B.19/ B.5 above. B.19/ B.16: Not Applicable. To its knowledge, Société Générale is not owned or controlled, directly or indirectly (under French law) by another entity. Section C Securities C.1 Type and the class of the securities being offered and/or admitted to trading, including any security identification number C.2 Currency of the securities issue C.5 Description of any restrictions on the free transferability of the securities The Notes are derivative instruments indexed on the occurrence or non occurrence of one or more credit event(s) on one or several reference entity(ies). ISIN code: FI4000096839 EUR There is no restriction on the free transferability of the Notes, subject to selling and transfer restrictions which may apply in certain jurisdictions. - 22 -
C.8 Rights attached to the securities, including ranking and limitations to those rights and procedures for the exercise of those rights Specified Denomination: EUR 1 000 Rights attached to the securities: Unless the Notes are previously redeemed, the Notes will entitle each holder of the Notes (a Noteholder) to receive a redemption amount which may be lower than, equal to or higher than the amount initially invested (see Element C.18). A Noteholder will be entitled to claim the immediate and due payment of any sum in case: - the Issuer fails to pay or to perform its other obligations under the Notes or in the event that the guarantee of Société Générale stops being valid - the Guarantor fails to perform its obligations under the Guarantee; - of insolvency or bankruptcy proceeding(s) affecting the Issuer. The Noteholders consent shall have to be obtained to amend the contractual terms of the Notes pursuant to the provisions of an agency agreement, made available to a Noteholder upon request to the Issuer. - The Issuer accepts the exclusive competence of the courts of England in benefit of the Noteholders in relation to any dispute against the Issuer but accepts that such Noteholders may bring their action before any other competent court. Ranking: The Notes will be direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank equally with all other outstanding direct, unconditional, unsecured and unsubordinated obligations of the Issuer, present and future. Limitations to rights attached to the securities: - in the case of adjustments affecting the underlying instrument(s), the Issuer may amend the terms and conditions or in the case of the occurrence of extraordinary events affecting the underlying instrument(s), the Issuer may substitute the underlying instrument(s) by new underlying instrument(s), monetise all or part of the due amounts until the maturity date of the Notes, postpone the maturity date of the Notes, redeem early the Notes on the basis of the market value of these Notes, or deduct from any due amount the increase cost of hedging, and in each case without the consent of the Noteholders; - the Issuer may redeem early the Notes on the basis of the market value of these Notes for tax or regulatory reasons and if the proportion between the outstanding Notes and the number of Notes initially issued is lower than 10%; - the rights to payment of principal and interest will be prescribed within a period of ten years (in the case of principal) and five years (in the case of interest) from the date on which the payment of these amounts has become due for the first time and has remained unpaid. - In the case of a payment default by the Issuer, Noteholders shall not be entitled to take any steps or proceedings to procure the winding-up, administration or liquidation (or any other analogous proceeding) of the Issuer. Nevertheless, Noteholders will continue to be able to claim against the Guarantor in respect of any unpaid amount Taxation All payments in respect of Notes, Receipts and Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, - 23 -
assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In the event that any amounts are required to be deducted or withheld for, or on behalf of, any Tax Jurisdiction, the relevant Issuer or, as the case may be, the Guarantor shall (except in certain circumstances), to the fullest extent permitted by law, pay such additional amount as may be necessary, in order that each Noteholder, Receiptholder or Couponholder, after deduction or withholding of such taxes, duties, assessments or governmental charges, will receive the full amount then due and payable. Governing law The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with Finnish law. C.11 Whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question C.15 How the value of the investment is affected by the value of the underlying instrument(s) C.16 The maturity date and the final reference date Application will be made for the Notes to be admitted to trading on the Nasdaq OMX Helsinki, Finland. Not Applicable. The value of the Notes is not affected by the value of an underlying instrument but by the occurrence or non-occurrence of a credit event. The maturity date of the Notes will be 22/07/2019 (subject to the occurrence of one or more credit event(s) or unsettled credit event(s)) and the final reference date is the last credit event occurrence date (subject to the occurrence of one or more credit event(s) or unsettled credit event(s)). The maturity date may be modified pursuant to the provisions of Element C.8 above and Element C.18 below. C.17 Settlement procedure of the derivative securities C.18 How the return on derivative securities takes place Cash delivery Unless previously redeemed, the return on the derivative securities will take place as follows: Rate(s) of Interest: Indicatively 7.30% per annum payable quarterly in arrear and with a minimum of 6.00% per annum payable quarterly in arrear. Final Rate(s) of Interest will be confirmed on 18/06/2014. Specified Period(s) / Interest Payment Date(s): (DD/MM/YYYY) Fixed Coupon Amount: 22 January, 22 April, 22 July, 22 October in each year from and including 22 July 2014 to and including the Scheduled Maturity Date Unless previously redeemed, on each - 24 -
Interest Payment Date, the Issuer shall pay to the Noteholders, for each Note, an amount determined by the Calculation Agent as follows: Rate of Interest x Relevant Proportion of the Interest Calculation Amount x Day Count Fraction Final Redemption Amount: Payment of interest is subject to the occurrence or the non-occurrence of a credit event. Unless previously redeemed, the Issuer shall redeem the Notes on the Maturity Date, in accordance with the following provisions in respect of each Note: Final Redemption Amount = Specified Denomination x 100% Provided that if one or more Credit Event Determination Date(s) occur(s) (as such term is defined in the Additional Terms and Conditions for Credit Linked Notes), the Issuer will, on the Maturity Date, redeem each Note at the Cash Redemption Amount, subject to provisions of the Additional Terms and Conditions for Credit Linked Notes. Cash Redemption Amount means, an amount, subject to a minimum of zero, equal for each Note to (i) the Relevant Proportion of the difference between the Aggregate Nominal Amount and the Aggregate Loss Amount minus (ii) the aggregate of the Unwind Costs calculated in respect of all Credit Event Determination Dates, as at the Maturity Date. C.19 The final reference price of the underlying Not Applicable. The Notes are indexed on the occurrence or non occurrence of one or more credit event(s). C.2 0 Type of the underlying and where the informatio n on the underlying can be found The Notes are indexed on the occurrence or non occurrence of one or more credit event(s) on one or several reference entity(ies). Information about the reference entities is available on the following website(s), if any, or upon simple request to Société Générale. Reference Entity Unitymedia KabelBW GmbH UPM-Kymmene Oyj WENDEL Wind Acquisition Finance S.A. Transactio n Type Reference Entity Weighting Reference Obligation 1.666% XS07709293 53 1.666% US915436AE 98 1.666% XS02539896 35 1.666% XS04381501 60 Refere Status nce Price - 25 -
GALP ENERGIA, SGPS, S.A. HOCHTIEF Aktiengesellschaft INEOS Group Holdings S.A. Louis Dreyfus Commodities B.V. Play Finance 1 S.A. REXEL TVN Finance Corporation III AB (publ) UCB VOUGEOT BIDCO P.L.C. Altice Finco S.A. TUI AG ARDAGH PACKAGING FINANCE PUBLIC LIMITED COMPANY BRITISH AIRWAYS plc CABLE & WIRELESS LIMITED BRISA - CONCESSAO RODOVIARIA, S.A. CIR S.P.A. - COMPAGNIE INDUSTRIALI RIUNITE ArcelorMittal ConvaTec Healthcare E S.A. DIXONS RETAIL PLC EDP - Energias de Portugal, S.A. CNH N.V. Industrial 1.667% PTGALIOE00 09 1.667% DE000A1TM 5X8 1.667% XS09281897 77 1.667% XS10009180 18 1.667% XS09827094 94 1.667% XS09088216 39 1.666% XS09546746 68 1.666% BE00024280 36 100% Subordin ated 1.666% 1.667% XS09461556 93 1.666% DE000TUAG 158 1.667% XS05470197 77 1.667% XS01335821 47 1.667% XS00505043 06 1.667% PTBRIHOM0 001 1.667% XS02077661 70 1.667% US03938LAF 13 1.667% XS05680445 55 1.667% XS05288728 30 1.667% PTEDPSOM 0010 1.667% XS06046410 34-26 -
FIAT S.P.A. HeidelbergCemen t AG HELLENIC TELECOMMUNIC ATIONS ORGANISATION SOCIETE ANONYME TELECOM ITALIA SPA LADBROKES PLC Lafarge MELIA HOTELS INTERNATIONAL, S.A. ASTALDI SOCIETA PER AZIONI Nokia Oyj NORSKE SKOGINDUSTRIE R ASA NXP B.V. BENI STABILI SOCIETA PER AZIONI SOCIETA DI INVESTIMENTO IMMOBILIARE QUOTATA Portugal Telecom International Finance B.V. RALLYE FINMECCANICA S.P.A. JAGUAR LAND ROVER AUTOMOTIVE PLC SOCIETE AIR FRANCE Stena Aktiebolag Sunrise Communications Holdings S.A. 1.667% XS03050933 11 1.667% DE000A0TK UU3 1.667% XS02757762 83 1.666% XS01843739 25 1.667% XS04918755 62 1.667% XS05627830 34 1.667% XS04695336 31 1.667% XS10003938 99 1.667% XS04117354 82 1.667% XS03075523 55 1.667% USN6651LA B38 1.667% XS10191714 27 1.667% XS02158289 13 1.667% FR00108154 72 1.667% XS01822422 47 1.667% XS06272153 78 1.666% FR00101859 75 1.666% XS02851764 58 1.666% XS05481025 31-27 -
ThyssenKrupp AG NEW LOOK BONDCO I PLC ALSTOM Trionista GmbH HoldCo Unilabs SubHolding AB (publ) Alcatel Lucent Metsa Board Corporation UPC Holding B.V. PEUGEOT SA ABENGOA, S.A. Stora Enso Oyj VIRGIN MEDIA FINANCE PLC SMURFIT KAPPA ACQUISITIONS Schaeffler Finance B.V. Techem GmbH CERVED GROUP S.P.A. 1.666% XS02142382 39 1.667% 1.667% FR00108507 01 1.666% 1.666% 1.667% XS05645639 21 1.667% FI400008555 0 1.666% XS05321780 00 1.667% FR00114399 75 1.667% XS04988175 42 1.666% XS08306884 11 1.666% XS08899429 90 1.666% 1.667% 1.666% 1.667% XS08768355 95 100% Subordin ated Section D Risks D.2 Key information on the key risks that are specific to the issuer and the guarantor The Group is exposed to the risks inherent in its core businesses. The Group's risk management focuses on the following main categories of risks, any of which could materially adversely affect the Group's business, results of operations and financial condition: Credit and counterparty risk (including country risk): risk of losses arising from the inability of the Group s customers, issuers or other counterparties to meet their financial commitments. Credit risk includes counterparty risk linked to market transactions (replacement risk) and as well as securitisation - 28 -