APPLICABLE FINAL TERMS. Dated 17/08/2015. SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH acting in its own name but for the account of Société Générale

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1 APPLICABLE FINAL TERMS Dated 17/08/2015 SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH acting in its own name but for the account of Société Générale Issue of 22,000,000 Certificates of EUR Specified Denomination Series DE3973/12.11, Tranche 3 Unconditionally and irrevocably guaranteed by Société Générale under the 1,000,000,000 Debt Issuance Programme

2 PART A CONTRACTUAL TERMS Unless stated otherwise herein, capitalised terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth under the heading Terms and Conditions of the Certificates (the Conditions) in the Base Prospectus dated 26 May 2015 (the Base Prospectus) (which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendments 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 (the Final Terms) of the Certificates (the Certificates) described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with this Base Prospectus and any 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(s) to the Conditions as set out under the heading Terms and Conditions of the Certificates, such change(s) shall have no effect with respect the Conditions of the Certificates to which these Final Terms relate. Full information on the Issuer, the Guarantor and the offer of the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus. Prior to acquiring an interest in the Certificates 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 Certificates in the United States or to, or for the account or benefit of, U.S. persons. A summary of the issue of the Certificates (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus, any Supplement(s) and these Final Terms are available for viewing at Societe Generale Via Olona, Milano (Italy) and or and copies may be obtained free of charge from this address. The terms of these Final Terms complete the Conditions of the Certificates set out in the Base Prospectus. The Conditions so completed together with the relevant provisions of these Final Terms will form the Conditions applicable to this Series of Certificates (the Completed Conditions). Under normal market conditions, Société Générale will organise a secondary market in respect of the Certificates.

3 1. (i) Series Number DE3973/12.11 (ii) Tranche Number Tranche 3 (iii) Date on which the Certificates become fungible: The Certificates shall be assimilated and form a single series with the issues of 2,000,000 Certificates (Tranche 1) issued on 29 November 2012 and with the issues of 6,000,000 Certificates (Tranche 2) issued on 05 June 2013, on the Issue Date 2. Aggregate Number of Securities (i) Tranche 22,000,000 Certificates (ii) Series 30,000,000 Certificates 3. Issue Price 0.94 per Certificate of EUR Specified Denomination 4. Specified Denomination(s) EUR 5. Issue Date 19/08/ Final Exercise Date 24/11/ Final Exercise/Payment Basis See paragraphs 11 to 12 below PROVISIONS RELATING TO EXERCISE 8. Exercise at the option of the Issuer (other than for Tax Reasons, if applicable) Applicable (i) Optional Exercise Date(s) Any Business Day between the 180th calendar day following the Issue Date (excluded) and the Final Valuation Date (excluded), selected by the Issuer to terminate its obligations under the Certificates, after having given to the Holders, at least, a 90 calendar days' Notice. (ii) Optional Exercise Amount(s) of each Certificate and method, if any, of calculation of such amount(s) Unless previously redeemed or purchased or cancelled, if the Issuer decides to terminate on the Optional Exercise Date its obligations under the Certificates, each Certificate entitles the Holder to receive on the Early Settlement Date the Optional Exercise Amount in accordance with the following

4 provisions: MAX (Multiplier x Parity x Value E x FX E - C RF; 0) (iii) If exercisable in part (a) Minimum Exercise Amount (b) Maximum Exercise Amount Not Applicable Not Applicable (iv) Notice period At least 90 calendar days 9. Exercise at the option of the Holders Applicable (i) Put Exercise Date(s) The 30th calendar day following the Business Day on which a duly completed Exercise Notice is received by the Paying Agent and the Calculation Agent, subject to the delivery of relevant Certificates to the Paying Agent, provided that if such day is not an Exchange Business Day, the Put Exercise Day will be deemed to be the immediately following Exchange Business Day. The exercise by the Holders can be performed on any Business Day between the Issue Date (excluded) and the 30th calendar day before the Final Valuation Date (excluded) or the day on which the Issuer publishes the Notice notifying the Optional Exercise Date (excluded). In order to perform the Exercise, the Holders must send by FAX a duly completed Exercise Notice, a form of which is available on the website of the Issuer ( or to the Paying Agent and to the Calculation Agent. The Exercise Notice shall be considered valid only after the delivery of the relevant Certificates by the Holder to the Paying Agent. The minimum number of Certificates exercisable is 1,000 (one thousand) Certificates or an integral multiple. (ii) Put Exercise Amount(s) of each Certificate and method, if any, of calculation of such amount(s) Unless previously redeemed or purchased or cancelled, in case of exercise of the Certificates by any Holder, in respect of the Certificates held by the relevant Holder, each Certificate entitles the Holder to receive on the Early Settlement Date the Put Exercise Amount in accordance with the following provisions: MAX (Multiplier x Parity x Value E x FX E - C RF; 0)

5 (iii) Notice period 30 calendar days following the Business Day on which a duly completed Exercise Notice is received by the Paying Agent and the Calculation Agent subject to the delivery of relevant Certificates to the Paying Agent 10. Final Exercise Amount (i) Underlying See 5 PART B (ii) Final Exercise Amount See subparagraph (iii) below (iii) Index/Formula MAX (Multiplier x Parity x Value Final x FX Final - C RF; 0) (iv) Calculation Agent responsible for calculating the Final Exercise Amount (if not the Agent) (v) Provisions for determining the Final Exercise Amount where calculation by reference to Index and/or Formula is impossible or impracticable As provided in the Technical Annex As provided in the Technical Annex (vi) (vii) Automatic Exercise at Final Exercise Date Waiver of Automatic Exercise at Final Exercise Date Applicable By Notice Date, as specified in Condition 5 (g) (viii) Minimum Trading Lot 1 Certificate as specified in Condition 5(g) and in accordance with the Listing Rules of Borsa Italiana S.p.A. (ix) Final Valuation Date 5th Exchange Business Day before Final Exercise Date (x) Final Payment Date Final Exercise Date 11. Early Exercise Amount(s) payable on exercise due to Tax Reasons or due to an Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions) Market Value NB: "Market Value" means the amount determined in good faith and in a commercially reasonable manner by the Calculation Agent to be the fair market value of the Certificates immediately prior (and ignoring the circumstances leading) to such early termination [the following statement is not applicable to Listed Certificates: and adjusted to account fully for any reasonable expenses and costs of unwinding any underlying and/or related hedging and

6 funding arrangements (including, without limitation any equity options, equity swaps or other instruments of any type whatsoever hedging the Issuer s obligations under the Certificates). 12. Definitions Multiplier Value E Closing Price of the Underlying on the Early Valuation Date Value Final Closing Price of the Underlying on the Final Valuation Date Early Valuation Date Early Settlement Date Initial Closing Price Final Closing Price The Optional Exercise Date on which the Certificates are exercised by the Issuer or any Put Exercise Date on which the Certificates are exercised by any Holders, as the case may be. The sixth Business Day following the applicable Early Valuation Date. Not Applicable Means the Closing Price of the Underlying on the Final Valuation Date Intrinsic Value MAX (Multiplier x Parity x Value t x FX t C t-1 RF t- 1; 0) Parity Parity means initially 1. The Calculation Agent will adjust the Parity in equitable discretion with the purpose to maintain on the same levels the ratio between the performance of the Certificates and the performance of the Underlying. Such adjustment will be made on any Exchange Business Day(j) (selected by the Calculation Agent at its own discretion) according to the following formula: new Parity= former Parity x Multiplier x VALUE j x FX j - C j - RF j Multiplier x VALUE j x FX j ] FX t means 1 divided by the fixing of EUR/USD (which indicates the amount of USDfor each EUR) published on Reuters page ECB37 at 2:15pm Frankfurt time on each calendar day (t).if FX t cannot be determined for more than three (3) calendar days after the relevant Valuation Date, the Calculation Agent shall determine, on the first Business Day after this period such exchange rate

7 as the arithmetic mean of the ask prices proposed at 2:15 p.m. Frankfurt Time by three (3)first-rate banks in the EU selected by the Calculation Agent in its absolute discretion. FX j FX E means 1 divided by the fixing of EUR/USD (which indicates the amount of USD for each EUR) published on Reuters page ECB37 at 2:15pm Frankfurt time on each calendar day (j). If FX j cannot be determined for more than three (3) calendar days after the relevant Valuation Date, the Calculation Agent shall determine, on the first Business Day after this period such exchange rate as the arithmetic mean of the ask prices proposed at 2:15 p.m. Frankfurt Time by three (3) first-rate banks in the EU selected by the Calculation Agent in its absolute discretion. means 1 divided by the fixing of EUR/USD (which indicates the amount of USD for each EUR) published on Reuters page ECB37 at 2:15pm Frankfurt time on the Early Valuation Date. If FX E cannot be determined for more than three (3) calendar days after the relevant Early Valuation Date, the Calculation Agent shall determine, on the first Business Day after this period such exchange rate as the arithmetic mean of the ask prices proposed at 2:15 p.m. Frankfurt Time by three (3) first-rate banks in the EU selected by the Calculation Agent in its absolute discretion. FX Final means 1 divided by the fixing of EUR/USD (which indicates the amount of USD for each EUR) published on Reuters page ECB37 at 2:15pm Frankfurt time on the Final Valuation Date. If FX Final cannot be determined for more than three (3) calendar days after the Final Valuation Date, the Calculation Agent shall determine, on the first Business Day after this period such exchange rate as the arithmetic mean of the ask prices proposed at 2:15 p.m. Frankfurt Time by three (3) first-rate banks in the EU selected by the Calculation Agent in its absolute discretion. 13. Equity Technical Annex Trading Disruption Exchange Disruption Early Closure Exchange Not Applicable Not Applicable Not Applicable Not Applicable

8 Related Exchange Not Applicable GENERAL PROVISIONS APPLICABLE TO THE CERTIFICATES 14. Form of Certificates Permanent Global Certificate, which will be deposited in the central clearing system managed by Monte Titoli S.p.A. The Certificates will be held in dematerialised form in accordance with Italian laws and regulations 15. Payments on Temporary Global Certificates Restricted Not Applicable 16. "Payment Business Day" election Following Payment Business Day 17. Financial Centre(s) Not Applicable 18. Redenomination Not Applicable NOTICES 19. Means of publication Clearing System Delivery Period Not Applicable PLACING AND UNDERWRITING 21. Method of Distribution: Non-Syndicated 22. Dealer(s) Société Générale Tours Société Générale 17, Cours Valmy Paris-La Défense Cedex 7 For the avoidance of doubt, the Dealer does not perform any placement activity of the Certificates to the public in Italy 23. Total commission and concession There is no commission and/or concession paid by the Issuer to the Dealer 24. Table Not Applicable

9 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING 2. RATINGS (i) Listing Application will be made to list the Certificates on the Italian Exchange. (ii) Admission to trading Application will be made to admit to trading the Certificates on the Securitised Derivatives Market (SeDeX), a regulated market organized and managed by Borsa Italiana S.p.A. The existing 2,000,000 Certificates due 24/11/2017 (Tranche 1) are already admitted to trading on the SeDeX. The existing 6,000,000 Certificates due 24/11/2017 (Tranche 2) are already admitted to trading on the SeDeX. Ratings The Certificates to be issued have not been rated 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealer so far as the Issuer is aware, no person involved in the issue of the Certificates 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 Certificates. Should any conflicts of interest arise between (i) the responsibilities of Société Générale as Calculation Agent for the Certificates 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 Holders. 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer The net proceeds from each issue of Certificates 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 (iv) Taxes and other expenses Taxes charged in connection with the subscription, transfer, purchase or holding of the Certificates must be paid by the Holders

10 and neither the Issuer nor the Guarantor shall have any obligation in relation thereto; in that respect, Holders shall consult professional tax advisers to determine the tax regime applicable to their own situation. Other expenses that may be charged to the Holders, inter alia by Distributors, in relation to the subscription, transfer, purchase or holding of the Certificates, cannot be assessed or influenced by the Issuer or the Guarantor and are usually based on the relevant intermediary's business conditions. 5. INFORMATION ABOUT THE UNDERLYING The following Index as defined below: Index Name Bloomberg Ticker Index Sponsor Web Site* SGI Gold x5 Leveraged Index SGIXGD5L Societe Generale Index (SGI) *The information relating to the past and future performances of the Underlying is available on the website of the Index Sponsor, as applicable, and the volatility can be obtained, upon request, at the specified office of Société Générale (see in address and contact details of Société Générale for all administrative communications relating to the Certificates). 6. OPERATIONAL INFORMATION (i) ISIN code IT (ii) Common code Not Applicable (v) Clearing System(s) Monte Titoli S.p.A., Piazza Affari 6, Milano (MI), Italy 7. Delivery Delivery against payment 8. Name(s) and address(es) of Additional Paying Agent(s) and Settlement Agent (if any) Société Générale Securities Services S.p.A. Maciachini Center - MAC 2, Via Benigno Crespi 19/A Milan Italy Tel : Address and contact details of Société Générale for all administrative communications relating to the Certificates Société Générale 17, cours Valmy Paris La Défense Cedex France Telephone: (Hotline) Facsimile: Attention: Equity Derivatives - Client Services Mail: clientsupport-deai@sgcib.com

11 ISSUE SPECIFIC SUMMARY 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 Certificates should be based on a consideration of the Base Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus 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 Prospectus before the legal proceedings are initiated. Société Générale Effekten GmbH, Neue Mainzer Str , Frankfurt am Main, in its capacity as Issuer and Société Générale S.A., 29, boulevard Haussmann, Paris, France, in its capacity as Guarantor accept responsibility for this summary, including any translation thereof pursuant to section 5 paragraph 2b No. 4 German Securities Prospectus Act (Wertpapierprospektgesetz). Each person that accepts responsibility for this summary, including any translation thereof, or that has initiated the issue of this summary may be held liable for this summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Certificates. A.2 Consent by the Issuer or the person responsible for drawing up the Prospectus to the use of the Prospectus Not Applicable. The Certificates are not subject to an offer of securities to the public within the meaning of Article 2 (1) (d) of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU). Section B Issuer B.1 Legal and commercial name of the Issuer B.2 Domicile, legal form, legislation and country of incorporation The legal and commercial name of the issuer is Société Générale Effekten GmbH (in the following also referred to as the "Issuer"). Domicile: Neue Mainzer Str , Frankfurt am Main Legal form: limited company (Gesellschaft mit beschränkter Haftung). Legislation under which the Issuer operates: German law. Country of incorporation: Federal Republic of Germany B.4b Known trends affecting the Issuer and the industries in which it Not applicable. There no known trends affecting the Issuer and the industries in which it operates.

12 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 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 Issuer is a 100 per cent. subsidiary of Société Générale, Paris and part of the Société Générale Group (the "Group") and has no subsidiaries. Société Générale is the parent company of the Group. Not applicable. The Issuer does not make any figure of profit forecast or estimate. Not applicable. The audit report of the Issuer does not include any qualification in respect of the historical financial information. Financial information as of 31 December 2014 The following selected financial information has been derived from the audited financial statements of the Issuer for the financial year a) Balance Sheet of the Issuer as of 31 December 2014 Assets in EUR in EUR A. Current Assets 17,065,164, ,433,080, B. Deferred Tax Assets 19, , C. Trust Assets 5,238,971, ,418,253, ,304,155, ,851,345, Equity & Liabilities in EUR in EUR A. Equity 1,033, , B. Provisions 500, , C. Liabilities 17,063,650, ,431,659, D. Trust Liabilities 5,238,971, ,418,253, ,304,155, ,851,345, b) Income Statement of the Issuer as of 31 December January December 2014 EUR 1 January December 2013 EUR 1. Income from option contracts 7,957,746, ,455,883, Expenses from option contracts 7,957,746, ,455,883,741.69

13 3. Income from the certificate business 2,084,458, ,071,364, Expenses from the certificate business 2,084,458, ,071,364, Other operating income 3,592, ,054, Personnel expenses a) Wages and salaries 157, , b) Social security, postemployment and other employee benefit costs 60, , of which in respect of old age pensions EUR 36, (previous year: EUR 9,370.87) 7. Other operating expenses 3,239, ,686, Other interest and similar income , of which from affiliated companies: EUR 1, (previous year: EUR 7,393.37) 9. Interest and similar expenses 4, of which from affiliated companies: EUR 3, (previous year: EUR 7,928.60) 10. Result from ordinary activities 131, , Taxes on income 28, , of which from deferred tax assets EUR 6, (previous year: EUR 1,944.50) 12. Net income for the year 103, , c) Cash Flow Statement as of 31 December EUR EUR 1. Cash flow from operating activities Cash flow from continuing operations -437, , Closing balance of cash funds Closing balance of cash funds -78, , Composition of cash funds Liquid assets -78, , Other disclosures in accordance with paragraph 52 of German Accounting Standard (DRS) 2*: a) The daily payable demand deposits at the shareholder are presented under cash funds. b) The definition of cash funds was not changed compared to the previous period. c) The carrying amount of cash funds corresponds to bank deposits and is reported in the position "Receivables from affiliated companies" d) No significant non-cash investment or financing operations or transactions were entered into in the reporting period. e) The Company did not purchase or sell any companies in the reporting period. * These are additional disclosures regarding the cash flow statement in accordance with

14 paragraph 52 of German Accounting Standard 2 (Deutscher Rechnungslegungsstandard-2 (DRS-2)) Material adverse change in the prospects 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 Description of the Issuer s group and the Issuer s position within the group Statement as to whether the Issuer is dependent upon other entities within the group B.15 Issuer's principal Not applicable. There has been no material adverse change in the prospects of the Issuer since the date of its last audited financial statements dated 31 December Not applicable. There have been no significant changes in the financial or trading position of the Issuer since the date of its last published financial statements dated 31 December Not applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency. See Element B.5 above for the Issuer's position within the Group. The Issuer is dependent upon Société Générale. The business purpose of Société Générale Effekten GmbH is the issue and sale of securities as well as related activities, with the exception of those requiring a

15 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 licence. It is engaged in the issue and placement of securities, mainly warrants and certificates, as well as related activities. Banking business as defined by the German Banking Act (Kreditwesengesetz, KWG) is not included in the business purpose. Société Générale Effekten GmbH is a financial entity as defined in Sec. 1(3) Sentence 1 No. 5 KWG. The Issuer is a 100 per cent. owned subsidiary of Société Générale and is a fully consolidated company. Section B Guarantor B.1 Legal and commercial name of the Guarantor B.2 Domicile, legal form, legislation and country of incorporation Société Générale S.A. (the "Guarantor" or "Société Générale") Domicile: 29, boulevard Haussmann, Paris, France. Legal form: Public limited company (société anonyme). Legislation under which the Guarantor operates: French law. Country of incorporation: France. B.4b Known trends affecting the Guarantor and the industries in which it operates 2014 was another challenging year for the economy, with global activity posting only moderate growth that varied by region. This trend is expected to carry over into 2015, which is shaping up to deliver a weaker-than-expected global economic recovery amid myriad uncertainties both on the geopolitical front and on the commodity and forex markets. The euro zone is struggling to return to more dynamic growth, thus slowing the reduction of public deficits. Interest rates should remain at record lows, but the deflationary risk should be kept under control by the intervention of the ECB which has announced the implementation of a more accommodative monetary policy and the use of its balance sheet to support growth. The depreciation of the euro and falling oil prices should help boost exports and stimulate domestic demand. The US economy should stay on a positive track and the Fed is expected to begin tightening its monetary policy mid-year. Emerging countries have entered a phase of more moderate growth, in particular China. Russia s economy is struggling with the consequences of the Ukrainian crisis coupled with the drop in commodity prices. From a regulatory standpoint, 2014 saw the implementation of the Banking Union. The European Central Bank took the helm of the Single Supervisory Mechanism, overseeing some 130 euro zone banks, with the aim of strengthening the banking system, restoring the confidence of economic operators, harmonising banking supervision rules and reducing the link between banks and their national authorities. In terms of regulatory ratios, the Group can already meet the new requirements. B.5 Description The Guarantor is the parent company of the Société Générale Group.The Group

16 of the Guarantor s group and the Guarantor s position within the group B.9 Figure of profit forecast or estimate B.10 Nature of any qualifications in the audit report on the historical financial information B.12 Selected historical key financial information regarding the Guarantor 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 Corporate and Investment Banking, Private Banking, Asset and Wealth Management and Securities Services. Not applicable. The Guarantor does not make any figure of profit forecast or estimate. Not applicable. The audit report does not include any qualification in respect of the historical financial information included in this Prospectus. Annual financial information as of 31 December 2014 The following tables present the material consolidated financial figures (rounded) according to IFRS of Société Générale Group, whose parent company Société Générale is. These figures are audited and have been derived from the financial statements as of 31 December Consolidated Balance Sheet as of 31 December 2014 Assets In millions of euros * Cash, due from central banks 57,065 66,598 Financial assets at fair value through profit or loss 530, ,112 Hedging derivatives 19,448 11,474 Available-for-sale financial assets 143, ,232 Due from banks 80,709 75,420 Customers loans 344, ,651 Lease financings and similar agreements 25,999 27,741 Revaluation differences on portfolios hedged 3,360 3,047 against interest rate risk Held-to-maturity financial assets 4, Tax assets 7,447 7,307 Other assets 65,238 54,118 Non-current assets held for sale Investments in subsidiaries and affiliates 2,796 2,829 accounted for by the equity method Tangible and intangible fixed assets 17,917 17,591 Goodwill 4,331 4,968 Total 1,308,170 1,214,193 * Amounts restated relative to the financial statements published at 31 December 2013 according to the retrospective application of IFRS 10 and IFRS 11. Liabilities In millions of euros * Due to central banks 4,607 3,566 Financial liabilities at fair value through profit or 480, ,783 loss Hedging derivatives 10,902 9,815

17 Due to banks 91,290 86,789 Customer deposits 349, ,172 Debt securities issued 108, ,398 Revaluation differences on portfolios hedged 10,166 3,706 against interest rate risk Tax liabilities 1,416 1,613 Other liabilities 75,124 53,525 Non-current liabilities held for sale Underwriting reserves of insurance companies 103,298 91,538 Provisions 4,492 3,807 Subordinated debt 8,834 7,507 Total liabilities 1,249,357 1,160,223 SHAREHOLDERS EQUITY Shareholders equity, Group share Issued common stocks, equity instruments and 29,486 27,381 capital reserves Retained earnings 22,463 21,927 Net income 2,692 2,044 Sub-total 54,641 51,352 Unrealised or deferred capital gains and losses 527 (475) Sub-total equity, Group share 55,168 50,877 Non-controlling interests 3,645 3,093 Total equity 58,813 53,970 Total 1,308,170 1,214,193 * Amounts restated relative to the financial statements published at 31 December 2013 according to the retrospective application of IFRS 10 and IFRS 11. Consolidated income statement for the period from 1 January 2014 to 31 December 2014 (extract) In millions of euros 1 January December January December 2013* Net banking income 23,561 22,433 Personnel expenses (9,049) (9,019) Other operating expenses (6,060) (6,121) Amortisation, depreciation and impairment of (907) (906) tangible and intangible fixed assets Gross operating income 7,545 6,387 Cost of risk (2,967) (4,050) Operating income 4,578 2,337 Net income from companies accounted for by the equity method Net income/expense from other assets Impairment losses on goodwill (525) (50) Earnings before tax 4,375 2,922 Income tax (1,384) (528) Consolidated net income 2,991 2,394 Non-controlling interests Net income, Group share 2,692 2,044 Earnings per ordinary share 2.92** 2.23** Diluted earnings per ordinary share 2.91** 2.23** * Amounts restated relative to the financial statements published at 31 December 2013 according to the retrospective application of IFRS 10 and IFRS 11. ** These numbers are in Euro and not in millions of euros. Material adverse change in the prospects of the Guarantor since the date of its last Not applicable. There has been no material adverse change in the prospects of the Guarantor and its consolidated subsidiaries (taken as a whole) since the date of its last audited financial statements dated 31 December 2014.

18 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 Guarantor which are to a material extent relevant to the evaluation of the Issuer s solvency B.14 Description of the Guarantor s group and the Guarantor s position within the group Statement as to whether the Guarantor is dependent upon other entities within the group B.15 Guarantor s principal activities Not applicable. There have been no significant changes in the financial or trading position of the Guarantor and its consolidated subsidiaries (taken as a whole) since the date of its last published financial statements dated 31 December Not applicable. There have been no recent events particular to the Guarantor which are to a material extent relevant to the evaluation of the Guarantor s solvency See Element B.5 above for the Guarantor's position within the Group. Not applicable. The Guarantor is the ultimate holding company of the Group. However, the Guarantor operates its own business; it does not act as a simple holding company vis-à-vis its subsidiaries.. The purpose of the Guarantor is, under the conditions determined by the laws and regulations applicable to credit institutions, to carry out with individuals and corporate entities, in France or abroad: - all banking transactions; - all transactions related to banking operations, including in particular, investment services or allied services as listed by Articles L and L of the French Code Monétaire et Financier; - all acquisitions of interests in other companies. The Guarantor may also, on a regular basis, as defined in the conditions set by the French Financial and Banking Regulation Committee (Comité de la Réglementation Bancaire et Financière), engage in all transactions other than

19 those mentioned above, including in particular insurance brokerage. Generally, the Guarantor may carry out, on its own behalf, on behalf of a thirdparty or jointly, all financial, commercial, industrial, agricultural, movable property or real property transactions, directly or indirectly related to the abovementioned activities or likely to facilitate the accomplishment of such activities. B.16 To the extent known to the Guarantor, whether the Guarantor is directly or indirectly owned or controlled and by whom, and nature of such control B.18 Nature and scope of the guarantee B.19 Information about the Guarantor as if it were the issuer of the same type of security that is subject of the guarantee Not applicable. To its knowledge, Société Générale is not owned or controlled, directly or indirectly (under French law) by another entity. The due and punctual payment of any amounts due by the Issuer in respect of the Certificates issued by the Issuer will be unconditionally and irrevocably guaranteed by the Guarantor as provided in the Guarantee. The information about Société Générale as if it were the Issuer of the same type of Certificates that is subject of the Guarantee is set out in Element B.1, B.2, B.3, B.4b, B.5, B.9, B.10, B.12, B.13, B.14, B.15 and B.16 above, respectively. 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 Any restrictions on the free transferability of the securities C.8 Rights attached to Type of securities Derivative certificates Class of securities The Certificates are bearer notes. Security identification numbers ISIN code: WKN code: Euro (EUR) IT Not Applicable Not applicable. There is no restriction on the free transferability of the Certificates, subject to selling and transfer restrictions which may apply in certain jurisdictions. Ranking

20 the securities, including ranking and limitations to those rights The Certificates constitute direct, unconditional and unsecured and unsubordinated limited recourse obligations of the Issuer and will rank pari passu without any preference among themselves and (save for certain obligations required to be preferred by law) pari passu with all other direct, unconditional, unsecured and unsubordinated limited recourse obligations of the Issuer. Rights attached to the securities Subject to the Terms and Conditions of the Certificates, each Certificate grants its Holder the right to receive payment of the Final Exercise Amount at maturity. Limitations to rights attached to the securities Subject to the Terms and Conditions of the Certificates, the Issuer may redeem the Certificates early for tax reasons, if certain events regarding the tax treatment of the Certificates occur. Furthermore, as set out in the Terms and Conditions, the Issuer is entitled to either terminate the Certificates or to make certain adjustments to the Terms and Conditions if certain events with respect to the Underlyings occur, e.g. in case of the occurrence of a hedging disruption, an increased cost of hedging or a change in law. Governing law The Certificates and any non-contractual obligations arising out of or in connection with the Certificates will be governed by, and shall be construed in accordance with German 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), unless the securities have a denomination Application will be made for the Certificates to be admitted to trading on the Securitised Derivatives Market (SeDeX), a regulated market organised and managed by Borsa Italiana S.p.A.. The Certificates entitle the Holders to receive an amount replicating the negative or positive performance of the underlying, net of certain cost and fee components. The underlying of the Certificates is a proprietary index, composed by the Issuer or other legal entities belonging to Société Générale Group (the SGI Index). The underlying of the Certificates is a leveraged index (the Leveraged Index) designed to track the performance of an index underlying the Leveraged Index (the Underlying Index or the Benchmark Index) after taking into account deduction of costs (as specified in the rules of the relevant Leveraged Index). The exposure to the Benchmark Index provided by the Leveraged Index is amplified by the Leverage Factor, as specified in the rules of the relevant Leveraged Index. Subject to taking into account certain costs, the Leveraged Indices are designed to

21 of at least EUR 100,000. multiply the daily performance of the corresponding Benchmark Index by a factor (the Leverage) (except in limited circumstances, where an intra-day restrike of the Leveraged Index may be triggered to offer some protection against an extreme and adverse movement in the value of the Benchmark Index). The Leverage is a positive number higher than 1 (one). The Leveraged Index is long, replicating the performance of the Benchmark Index according to a direct function (positive changes of the Benchmark Index cause positive changes of the Leveraged Index, and negative changes of the Benchmark Index cause negative changes of the Leveraged Index. If, for example, on any trading day the Benchmark Index moves by 1 per cent. from its closing level on the previous trading day, the value of the Long Leveraged Index, subject to certain costs, on such trading day will move by approximately 1 per cent. multiplied by the Leverage (which is a positive number higher than 1), and the value of the Certificate will approximately replicate the movement of the Leveraged Index, subject to certain costs and fees. It is important to note that the exposure of the Certificates to the Leveraged Index is re-set daily. This means that the performance of the Leveraged Index with respect to any given trading day is based on how far the Benchmark Index has risen or fallen from the level it closed at the trading day before. The next trading day, the process starts again from the new closing level of the Benchmark Index. As a result, over periods of more than one day, movements in the Benchmark Index are compounded and the performance of the Leveraged Index will potentially deviate from plus times the actual performance of the Benchmark Index over such period of time depending on the day to day performance of the Benchmark Index during such period. The Issuer has an option to exercise and may, having given notice to the Holders, exercise such option and thereby early terminate all or only some of the Certificates outstanding on any Optional Exercise Date(s) and at the Optional Exercise Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms. The Holders have an option to require the Issuer to exercise any Certificate, and upon the Holder of any Certificate giving to the Issuer notice, the Issuer will, upon the expiry of such notice, early terminate, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Certificate on the Put Exercise Date and at the Put Exercise Amount specified in, or determined in the manner specified in, the applicable Final Terms. To the extent not previously exercised in whole or in part, each Certificate shall be exercised by the Issuer at its Final Exercise Amount on the Final Exercise Date. During their term, the Certificates do not generate any regular income (e.g. dividends or interest). C.16 Expiration or maturity date of the derivative securities the exercise date or final reference date C.17 Settlement procedure of the derivative The final exercise date of the Certificates will be 24/11/2017 (the "Final Exercise Date"). Payments of principal in respect of the Certificates shall be made to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System.

22 securities C.18 How the return on derivative securities takes place C.19 Exercise price or final reference price of the underlying C.20 Type of the underlying and where the information on the underlying can be found To the extent not previously redeemed in whole or in part, the Certificates shall be redeemed at their Final Exercise Amount on the Final Exercise Date. Value Final means the Closing Price of the Underlying on the Final Valuation Date. The type of underlying is: a SGI Index Information about the underlying is available on the following website(s), if any, or upon simple request to Société Générale: Index Name Bloomberg Ticker Index Sponsor Web Site* SGI Gold x5 Leveraged Index SGIXGD5L Societe Generale Index (SGI) ndex.com/ Section D Risks D.2 Key information on the key risks that are specific to the Issuer Key risks specific to the Issuer There is a risk that the Issuer may not or only partially be able to fulfil its obligations arising from the Certificates. Investors should therefore consider the credit quality of the Issuer when making investment decisions. The Issuer was formed solely for the purpose of issuing securities and does not engage in any other independent operating activities. By acquiring Certificates from the Issuer, investors are exposed to a considerably higher credit risk compared to an issuer with much greater capital resources. The Issuer is not a member of a deposit guarantee fund or similar assurance system. Investors are also exposed to the insolvency risk of the parties with whom the Issuer concludes derivative transactions to hedge its obligations from the issue of Certificates. The Issuer is subject to a cluster risk, i.e. the credit risk ensuing from the limited range of potential contracting parties with whom various hedging transactions can be conducted. The Issuer s activities and annual issue volume may be influenced by negative trends on the markets in which it operates. Difficult market conditions, however, may lead to a lower Issue volume and adversely impact the Issuer s results of operations. Any payment obligations of the Issuer under the Certificates are limited to the funds received from the Guarantor. To the extent the funds to be received from the Guarantor prove ultimately insufficient to satisfy the claims of all Holders in full, then no Holder will have any further claims against the Issuer (subject, however, to the right to exercise any termination or early redemption

23 rights), provided however that, for any shortfall arising therefrom, the Holders will have a claim against the Guarantor under the Guarantee. This applies irrespective of whether the Issuer would be able to make such payments out of other funds available to it. Pursuant to the Trust Agreement, the Guarantor is obliged to make available to the Issuer funds that equal the amount of any payments owed by the Issuer under the Certificates as and when such payment obligations fall due and in a manner that allows the Issuer to fulfil its payment obligations in a timely manner. Due to this fiduciary issue structure the Holders depend solely and directly on the payments under the Trust Agreement and thus on the credit risk of the Guarantor. Key risks specific to the Guarantor The Guarantor is Société Générale. Société Générale is the mother company of the Société Générale Group. "Société Générale Group" means Société Générale (i.e. the Guarantor) and all of its affiliates. Given the position of the Guarantor within the Société Générale Group, Société Générale Group and the Guarantor share the same risks. 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), as well as securitisation activities. Market risk: risk of decline in the value on financial instruments arising from changes in market parameters, volatility of these parameters and correlations between them. Operational risks: risk of losses or sanctions due in particular to failures in internal procedures or systems, human error or external events. Structural interest and exchange rate risk: risk of loss or of write-downs in the Group s assets arising from variations in interest or exchange rates. Liquidity risk: risk of the Group not being able to meet its cash or collateral requirements as they arise and at a reasonable cost. Non-compliance risk (including legal and tax risks): risk of legal, administrative or disciplinary sanction, material financial losses or reputational damage arising from failure to comply with the provisions governing the Group s activities. Reputational risk: risk arising from negative perception by customers, counterparties, shareholders investors or regulators, which could adversely affect the Group s ability to maintain or establish business relations and its access to funding sources. The Guarantee constitutes a general and unsecured contractual obligation of the Guarantor and no other person, any payments on the Certificates are also dependent on the creditworthiness of the Guarantor. The Guarantee is a payment guarantee only and not a guarantee of the performance by the relevant Issuer or any of its other obligations under the Certificates benefiting from the Guarantee. Société Générale will act as Guarantor of the Certificates and also as provider of hedging instruments to the Issuer. As a result, investors will be exposed not only

24 to the credit risk of the Guarantor but also operational risks arising from the lack of independence of the Guarantor, in assuming its duties and obligations as the Guarantor and provider of the hedging instruments. The potential conflicts of interests and operational risks arising from such lack of independence are in part intended to be mitigated by the fact that different divisions within the Guarantor will be responsible for implementing the Guarantee and providing the hedging instruments and that each division is run as a separate operational unit, segregated by Chinese walls (information barriers) and run by different management teams. The Issuers and the Guarantor and any of their subsidiaries and/or their affiliates, in connection with their other business activities, may possess or acquire material information about the underlying assets. Such activities and information may cause consequences adverse to Holders. The Issuers and the Guarantor and any of their subsidiaries and/or their affiliates may act in other capacities with regard to the Certificates, such as market maker, calculation agent or agent. Therefore, a potential conflict of interests may arise. In connection with the offering of the Certificates, the Issuers and the Guarantor and/or their affiliates may enter into one or more hedging transaction(s) with respect to a reference asset(s) or related derivatives, which may affect the market price, liquidity or value of the Certificates. D.6 Key information on the key risks that are specific to the securities The possibility of an optional redemption by the Issuer is likely to limit the market value of the Certificates. Furthermore regarding the possibility of an optional redemption by the Issuer potential investors should consider reinvestment risk in light of other investments available at that time. Payments (in respect of principal and whether at maturity or otherwise) on Certificates are calculated by reference to certain underlyings, the return of the Certificates is based on changes in the value of the underlying, which may fluctuate. Potential investors should be aware that these Certificates may be volatile and that they may receive no interest and may lose all or a substantial portion of their principal. Certificates where the performance of an underlying is multiplied by a certain factor to determine the amounts payable by the Issuer are subject to increased volatility and risks including a total loss of the invested capital. The Terms and Conditions may include provisions under which upon the occurrence of certain market disruptions delays in the settlement of the Certificates may be incurred or certain modifications be made to their terms. Furthermore, an early termination of the Certificates by the Issuer may occur upon the occurrence of certain events. The Issuer and/or any of its affiliates may carry out activities that for risk reduction and/or hedging purposes or otherwise which might be deemed adverse to the interests of the Holders. The return of the Certificates is based on changes in the value of the Reference Asset, which fluctuates and cannot be predicted. The historical performance of the Reference Asset should not be taken as an indication of future performance. The effective yield to maturity of the Certificates may be less than that which would be payable on a conventional fixed rate or floating rate debt security. The Calculation Agent may, in certain circumstances, proceed to adjustments or substitutions, or even decide the early redemption of the Certificates, in particular upon the occurrence of events affecting the underlying instrument(s). In the absence of manifest or proven error, these adjustments,