STRICTLY CONFIDENTIAL — DO NOT FORWARD

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies
to the Offering Memorandum attached to this e-mail. You are therefore advised to read this disclaimer
carefully before reading, accessing or making any other use of the attached Offering Memorandum. In accessing
the attached Offering Memorandum, you agree to be bound by the following terms and conditions, including
any modifications to them from time to time, each time you receive any information from us as a result of such
access.
Confirmation of Your Representation: In order to be eligible to view the attached Offering Memorandum or
make an investment decision (i) with respect to the Section 4(a)(2) Notes, you must qualify as an “Accredited
Investor” (within the meaning of Rule 501(a) of Regulation D, as amended, under the U.S. Securities Act of
1933, as amended (the “Securities Act”)), (ii) with respect to the Rule 144A Notes, you must be a “Qualified
Institutional Buyer” (within the meaning of Rule 144A under the Securities Act) acting for your account or for
the account only of another “Qualified Institutional Buyer,” or (iii) with respect to the Regulation S Notes, you
must be a non-U.S. person outside the United States (within the meaning of Regulation S under the Securities
Act), and, to the extent applicable in the relevant jurisdiction, (a) a qualified investor under Regulation (EU)
2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”) (b) a
person in Japan benefiting from an exemption under the Financial Instruments and Exchange Law of Japan, (c) a
professional investor within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong, (d)
an institutional investor pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or
(e) in other jurisdictions where the Prospectus Regulation is not applicable, an institutional or other investor
eligible to participate in a private placement of securities under applicable law. You have been sent the attached
Offering Memorandum on the basis that you have confirmed the foregoing to the sender, and that you consent to
delivery by electronic transmission.
The attached document has been made available to you in electronic form. You are reminded that documents
transmitted via this medium may not be altered or changed during the process of transmission and consequently
none of the Dealers or any of their respective directors, employees, representatives or affiliates accepts any
liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in
electronic format and the hard copy version. We will provide a hard copy version to you upon request.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT
BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES
LAWS.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this
electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or
the Dealers to subscribe for or purchase any of the securities described therein, and access has been limited so that
it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction
requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the
underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the
Dealers or their affiliates on behalf of the issuer in such jurisdiction.
You are reminded that you have accessed the attached Offering Memorandum on the basis that you are a person
into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not nor are you authorized to deliver this document,
electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the
foregoing restrictions, you will be unable to purchase any of the securities described therein.
Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the
“Reply” function on your e-mail software, will be ignored or rejected.
YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED
OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR
REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED
OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at
your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items
of a destructive nature.
 SOCIÉTÉ GÉNÉRALE
(as Issuer)
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH
(as Guarantor)

OFFERING MEMORANDUM
U.S.$6,000,000,000 U.S. Medium Term Notes Program
Unless otherwise specified in the applicable Offering Memorandum Supplement,
payment of all amounts due and payable or deliverable under the Notes is
irrevocably and unconditionally guaranteed pursuant to
a guarantee issued by
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH

We, Société Générale, a société anonyme incorporated in the Republic of France (the “Issuer” or “Société
Générale”), may from time to time offer up to U.S.$6,000,000,000 aggregate principal amount of our certificates
or notes (each, a “Note” and together, the “Notes”). The Notes will be offered from time to time in one or more
Notes Issues (each, a “Notes Issue”). The Notes of any Notes Issue will be offered and sold from time to time in
one or more offerings and, with respect to each offering of Notes in any Notes Issue, in amounts, at prices and on
terms to be determined at the time of sale and to be set forth in one or more related product supplements to this
Offering Memorandum (collectively, the “Product Supplement”) and a related pricing supplement (the “Pricing
Supplement,” and together with the Product Supplement, the “Offering Memorandum Supplement”). The
information contained in this Offering Memorandum is qualified in its entirety by the supplementary information
contained in the Offering Memorandum Supplement for the applicable Notes Issue.
Pursuant to the Indenture (as defined herein), all Notes issued under this Offering Memorandum are treated as a
single series.
Neither the Notes nor the Guarantee are deposit liabilities of the Issuer or the Guarantor, respectively, and
neither the Notes nor the Guarantee or your investment in the Notes are insured by the United States
Federal Deposit Insurance Corporation (the “FDIC”), the Bank Insurance Fund or any U.S. or French
governmental or deposit insurance agency.
In this Offering Memorandum, “we,” “us” and “our” refer to Société Générale, unless the context requires
otherwise, and the term “Group” or “Société Générale Group” refers to Société Générale together with its
domestic and foreign subsidiaries and affiliates which are consolidated in full or under the equity method.
The terms of each offering of Notes in any Notes Issue, including specific designation, aggregate principal
amount of such offering, the amount (if any) (in cash or in securities) due and payable or deliverable on, or
exchangeable for, the Notes of such offering at maturity, redemption or acceleration (the “Redemption
Amount”), interest or coupon (if any), minimum denominations, maturity date, reference asset (if any) used for
calculating one or more payments or deliveries on the Notes, the method of calculating interest or coupon (if any)
and the Redemption Amount (if any), terms (if any) for settlement, exchange or redemption, initial offering price,
commissions or discounts and other relevant terms in connection with the offering and sale of the Notes in respect
of which this Offering Memorandum is being delivered, will be set forth in the applicable Offering Memorandum
Supplement relating to such offering of Notes.
Unless specified otherwise in the applicable Offering Memorandum Supplement, Notes will not be rated. Where
any Notes are to be rated, such rating will not necessarily be the same as the ratings assigned to Notes already
issued.
The Issuer may sell the Notes through its affiliate, SG Americas Securities, LLC (“SGAS”), by appointing SGAS
as an underwriter or dealer for the sale of any particular offering of Notes in any Notes Issue. Therefore, a
conflict of interest (as defined by FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc.
(“FINRA”)) may exist where SGAS participates in the distribution of the Notes. For further information, see the
section entitled “Plan of Distribution and Conflicts of Interest.”
Unless specified otherwise in the applicable Offering Memorandum Supplement, all payments or deliveries of the
Redemption Amount (if any) or other amount(s) (in cash or in securities) payable or deliverable on, or
exchangeable for, the Notes of any Notes Issue are (after giving effect to all the applicable cure periods)
irrevocably and unconditionally guaranteed by Société Générale, New York Branch (“SGNY” or the
“Guarantor”), which is duly licensed in the State of New York, pursuant to a guarantee issued by the Guarantor
in connection with such Notes (the “Guarantee”).
_________________________________
INVESTING IN THE NOTES INVOLVES CERTAIN RISKS. SEE THE SECTION ENTITLED “RISK
FACTORS” BEGINNING ON PAGE 8 OF THIS OFFERING MEMORANDUM AND THE RISK
FACTORS DESCRIBED IN THE APPLICABLE OFFERING MEMORANDUM SUPPLEMENT.
_________________________________
The Notes and the Guarantee have not been, and will not be, registered under the Securities Act of 1933, as
amended (the “Securities Act”) and, except as specified otherwise in the applicable Offering Memorandum
Supplement, are being offered pursuant to the exemption from the registration requirements thereof
contained in Section 3(a)(2) of the Securities Act (“3(a)(2) Notes”).
The Notes and the Guarantee may also, in conjunction with or independently from the exemption from
registration provided by Section 3(a)(2) of the Securities Act, be offered and sold (i) in the United States,
only to persons who are “Accredited Investors” (within the meaning of Rule 501(a) of Regulation D, as
amended, under the Securities Act) in reliance on Section 4(a)(2) of the Securities Act (the “Section 4(a)(2)
Notes”), or (ii) in the United States, to “Qualified Institutional Buyers” (within the meaning of Rule 144A
under the Securities Act) in reliance on Rule 144A under the Securities Act (“Rule 144A Notes”) or
(iii) outside the United States, in reliance on Regulation S under the Securities Act (“Regulation S Notes”).
The Section 4(a)(2) Notes, Rule 144A Notes or Regulation S Notes, as applicable, have not been, and will
not be, registered under the Securities Act, or the state securities laws of any state of the United States or
the securities laws of any other jurisdiction. The Section 4(a)(2) Notes, Rule 144A Notes or Regulation S
Notes, as applicable, may not be offered, sold, pledged or otherwise transferred except in a transaction
exempt from, or not subject to, the registration requirements of the Securities Act. Prospective purchasers
are hereby notified that (i) the seller of the Section 4(a)(2) Notes may be relying on the exemption from
provisions of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and (ii) the seller of Rule
144A Notes may be relying on the exemption from provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of certain restrictions on transfers and resales of the Section 4(a)(2) Notes,
Rule 144A Notes and Regulation S Notes, see the section entitled “Notice to Investors.”
The Issuer has not been registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
None of the Securities and Exchange Commission (the “SEC”), any state securities commission or
regulatory authority or any other United States, French or other regulatory authority has approved or
disapproved of the Notes or the Guarantee or passed upon the accuracy or adequacy of this Offering
Memorandum or any applicable Offering Memorandum Supplement. Any representation to the contrary
is a criminal offense in the United States. Under no circumstances shall this Offering Memorandum and/or
ii
any applicable Offering Memorandum Supplement constitute an offer to sell or a solicitation of an offer to
buy, nor shall there be any sale of these Notes or the Guarantee, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to qualification under the securities laws of any such
jurisdiction.
THE NOTES CONSTITUTE UNCONDITIONAL LIABILITIES OF THE ISSUER, AND THE
GUARANTEE CONSTITUTES AN UNCONDITIONAL OBLIGATION OF THE GUARANTOR. THE
NOTES AND THE GUARANTEE ARE NOT INSURED OR GUARANTEED BY THE FDIC, THE
BANK INSURANCE FUND OR ANY U.S. OR FRENCH GOVERNMENTAL OR DEPOSIT
INSURANCE AGENCY.
The date of this Offering Memorandum is June 9, 2020.

iii
By subscribing or otherwise acquiring the Notes, Noteholders shall acknowledge, accept, consent and agree
(i) to be bound by the effect of the exercise of the Bail-in Tool (as defined below) by the Relevant Resolution
Authority (as defined below) and/or, to the extent applicable, the Regulator (as defined below), which may
include and result in, or some combination of, (A) the reduction of all, or a portion, of the Amounts Due (as
defined below) on a permanent basis, (B) the conversion of all, or a portion, of the Amounts Due into
shares, other securities or other obligations of the Issuer, the Guarantor or another person (and the issue to
Noteholders of the shares, securities or obligations), including by means of an amendment, modification or
variation of the terms of the Notes or the Guarantee, in which case Noteholders agree to accept in lieu of
their rights under the Notes or the Guarantee any such shares, other securities or other obligations of the
Issuer or another person, (C) the cancellation of the Notes or the Guarantee, (D) the amendment or
alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the
date on which the interest becomes payable, including by suspending payment for a temporary period, and
(ii) that the terms of the Notes and the Guarantee are subject to, and may be varied, if necessary, to give
effect to, the exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the extent
applicable, the Regulator. By subscribing or otherwise acquiring the Notes, Noteholders shall also agree to
waive any and all claims (whether in law or in equity) against the Trustee (as defined herein) for, and not to
take action against the Trustee in respect of, any action that the Trustee takes, or abstains from taking, in
either case in connection with the exercise of the Bail-in Tool with respect to the Notes.
Unless otherwise specified in the applicable Offering Memorandum Supplement, the Notes of any Notes
Issue will be issued either (i) in definitive physical form (“Physical Notes”) and registered in the name of
the holders (or nominees designated by the holders) (referred to herein as a “holder” or “Noteholder”) of
the Physical Notes or (ii) in the form of one or more global notes (“Global Notes”) and registered in the
name of a nominee of The Depository Trust Company (“DTC”), and deposited on behalf of the purchaser
(or such other account as the purchaser may direct) with the Trustee (as defined below) as custodian for
DTC. Purchasers of Notes represented by Global Notes will have a book-entry beneficial interest in the
Global Notes. In the case of Global Notes, the person (other than another clearing system) who is for the
time being shown on the records of DTC as the holder of a particular aggregate principal amount of Notes
(referred to herein as a “holder” or “Noteholder”) shall be treated as the holder of such aggregate principal
amount of Notes. The beneficial interest in the Global Notes will be held through the Participants (as
defined herein), including, if applicable, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream
Banking, Luxembourg (“Clearstream”).
In making an investment decision, you must rely on your own examination of the Issuer, the Guarantor
and the terms of the Notes, including the merits and risks involved. The contents of this Offering
Memorandum and any applicable Offering Memorandum Supplement are not to be construed as legal,
business or tax advice. You should consult your own attorney, business advisor or tax advisor for legal,
business or tax advice.
Each purchaser of the Notes of any offering in any Notes Issue will be furnished a copy of this Offering
Memorandum and the Offering Memorandum Supplement related to such Notes and any related
amendments or supplements to this Offering Memorandum and the applicable Offering Memorandum
Supplement. By receiving this Offering Memorandum and the applicable Offering Memorandum
Supplement you acknowledge that (i) you have been afforded an opportunity to request from the Issuer
and the Guarantor and to review, and have received, all additional information you consider to be
necessary to verify the accuracy and completeness of the information herein, (ii) you have not relied on any
person other than the Issuer or the Guarantor in connection with your investigation of the accuracy of such
information and (iii) except as provided pursuant to clause (i) above, no person has been authorized to give
any information or to make any representation concerning the Notes of any Notes Issue other than those
contained in this Offering Memorandum or the applicable Offering Memorandum Supplement and, if
given or made, such other information or representation should not be relied upon as having been
authorized by the Issuer or the Guarantor.
This Offering Memorandum and the Offering Memorandum Supplements have not been, and are not
required to be, submitted to the French Financial Markets Authority (Autorité des marchés financiers) (the
iv
“AMF”) or any other competent authority for approval as a “prospectus” pursuant to Regulation (EU)
2017/1129 of the European Parliament and of the Council of June 14, 2017.
NOTICE TO PROSPECTIVE INVESTORS
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation.
None of the Issuer, the Guarantor, the Dealers or any of their respective affiliates or representatives is
making any representation to any offeree or purchaser of the Notes offered hereby regarding the legality of
any investment by such offeree or purchaser under applicable legal investment or similar laws. Each
prospective investor should consult with its own advisors as to legal, tax, business, financial and related
aspects of a purchase of the Notes.
With respect to the Rule 144A Notes, the Issuer, the Guarantor and the Dealers are relying upon exemptions from
registration under the Securities Act for offers and sales of securities which do not involve a public offering,
including Rule 144A under the Securities Act. Prospective investors are hereby notified that sellers of the
Notes may be relying on the exemption from the provision of Section 5 of the Securities Act provided by
Rule 144A. The Rule 144A Notes and the Regulation S Notes are subject to restrictions on transferability and
resale. Purchasers of the Rule 144A Notes and the Regulation S Notes may not transfer or resell such Notes
except as permitted under the Securities Act and applicable state securities laws. See the section entitled “Notice
to Investors.” Prospective investors should thus be aware that they may be required to bear the financial risks of
this investment for an indefinite period of time.
The distribution of this Offering Memorandum and the offer and sale of the Notes may, in certain
jurisdictions, be restricted by law. Each purchaser of the Notes must comply with all applicable laws and
regulations in force in each jurisdiction in which it purchases, offers or sells the Notes or possesses or
distributes this Offering Memorandum, and must obtain any consent, approval or permission required for
the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to
which it is subject or in which it makes purchases, offers or sales. There are restrictions on the offer and
sale of the Notes, and the circulation of documents relating thereto, in certain jurisdictions including
without limitation the United States, the United Kingdom, France, Singapore, Hong Kong, Japan and the
European Economic Area (“EEA”), and to persons connected therewith. See the section entitled “Plan of
Distribution and Conflicts of Interest.”
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS – The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA or in the United Kingdom (the “UK”). For these purposes, a retail investor means a
person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required
by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET – To the extent applicable to an offering of

Notes in the EEA or in the UK, the Pricing Supplement in respect of such Notes will include a legend entitled
“MiFID II Product Governance” which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending such Notes (a “distributor”) should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of such Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
v
A determination will be made in relation to each issue in the EEA or in the UK about whether, for the purpose of
the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product
Governance Rules”), any Dealer subscribing for the relevant Notes is a manufacturer in respect of such Notes,
but otherwise neither the Dealer(s) nor any of their respective affiliates will be a manufacturer for the purpose of
the MIFID Product Governance Rules.
SINGAPORE SFA PRODUCT CLASSIFICATION – Solely for the purposes of its obligations pursuant to
sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the Securities and
Futures (Capital Markets Products) Regulation 2018 (the “SF (CMP) Regulations”)), that the Notes are
“prescribed capital markets products” (as defined in the SF (CMP) Regulations) and “Excluded Investment
Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products). This Offering Memorandum does not
constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or the Dealers to subscribe for,
or purchase, any Notes.

vi
Table of Contents

Page
FORWARD-LOOKING STATEMENTS.................................................................................................................. 1
ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................................. 2
SUMMARY ............................................................................................................................................................... 4
RISK FACTORS ........................................................................................................................................................ 8
INFORMATION INCORPORATED BY REFERENCE ........................................................................................ 23
AVAILABLE INFORMATION .............................................................................................................................. 24
PRESENTATION OF FINANCIAL INFORMATION OF SOCIÉTÉ GÉNÉRALE ............................................. 25
SELECTED FINANCIAL DATA ........................................................................................................................... 26
CAPITALIZATION AND INDEBTEDNESS ......................................................................................................... 28
BUSINESS DESCRIPTION OF THE ISSUER AND GUARANTOR ................................................................... 29
GOVERNMENTAL SUPERVISION AND REGULATION.................................................................................. 31
USE OF PROCEEDS ............................................................................................................................................... 50
DESCRIPTION OF THE NOTES ........................................................................................................................... 51
TAXATION ............................................................................................................................................................. 78
BENEFIT PLAN INVESTOR CONSIDERATIONS ............................................................................................ 100
PLAN OF DISTRIBUTION AND CONFLICTS OF INTEREST ........................................................................ 103
NOTICE TO INVESTORS .................................................................................................................................... 110
STATUTORY AUDITORS ................................................................................................................................... 120

vii
 FORWARD-LOOKING STATEMENTS

This Offering Memorandum (including any applicable Offering Memorandum Supplement and the documents
incorporated by reference herein or therein) contains certain forward-looking statements (as such term is defined
in the U.S. Private Securities Litigation Reform Act of 1995, and for the avoidance of doubt, not within the
meaning of Commission Delegated Regulation (EU) No 2019/980 of March 14, 2019 supplementing Regulation
(EU) 2017/1129) and information relating to the Group that is based on the beliefs of the Issuer’s management,
as well as assumptions made by and information currently available to its management.
When used in this Offering Memorandum or in the applicable Offering Memorandum Supplement, the words
“estimate,” “project,” “believe,” “anticipate,” “plan,” “should,” “intend,” “expect,” “will,” and similar
expressions are intended to identify forward-looking statements.
Examples of such forward-looking statements include, but are not limited to:
• statements concerning the coronavirus pandemic (“COVID-19”) and its expected consequences on the
Group’s business, operations and financial position;
• statements of the Issuer or of its management’s plans, objectives or goals for future operations;
• statements of the Group’s future economic performance;
• statements regarding the implementation of the Group’s announced strategic and financial plan and any
targets or responses relating thereto; and
• statements of assumptions underlying such statements.
Although the Issuer believes that expectations reflected in its forward-looking statements are reasonable as of the
date of this Offering Memorandum or the applicable Offering Memorandum Supplement, there can be no
assurance that such expectations will prove to have been correct. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the Group’s actual results, performance
or achievements or industry results to be materially different from those contemplated, projected, forecasted,
estimated or budgeted, whether expressed or implied, by these forward-looking statements. These factors
include, among others, the following:
• general economic, financial and business conditions, including those resulting from the COVID-19
pandemic;
• the effects of, and changes in, the extensive supervisory and regulatory framework to which the Group is
subject;
• Brexit and its potential impact on financial markets and the economic environment;
• the inability of the Group to realize the objectives in its strategic and financial plan;
• the effects of operating in highly competitive industries;
• counterparty risk and concentration of risk;
• the financial soundness and conduct of other financial institutions;
• the inability to timely and adequately record provisions for credit exposures;
• changes and volatility in the financial markets and the inability to hedge certain risks;
• changes in interest and exchange rates;
• litigation and other legal risks;

1
 • operational risks, including failure or breach of information technology systems;
• reputational risk;
• the inability to attract or retain qualified employees;
• the ability of the Group’s models and risk management system to identify and/or anticipate risks;
• catastrophic events, natural disasters or terrorist attacks;
• changes in monetary policies by governments, central banks and regulators;
• access to financing and liquidity and the impact of potential credit rating downgrades;
• risks related to the Group’s insurance activities, including structural interest rate risk;
• various other factors referenced in this Offering Memorandum (see the section entitled “Risk Factors”
beginning on page 8) or that may be referenced in the applicable Offering Memorandum Supplement;
and
• the Group’s success in adequately identifying and managing the risks of the foregoing.
The risks described above and in this Offering Memorandum or in the applicable Offering Memorandum
Supplement are not the only risks an investor should consider. New risk factors emerge from time to time and
the Issuer cannot predict all such risk factors that may affect its business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements. Given these risks and uncertainties, investors should not place any undue reliance on forward-
looking statements as a prediction of actual results. The Issuer undertakes no obligation to update the forward-
looking statements contained in this Offering Memorandum, in the applicable Offering Memorandum
Supplement or any other forward-looking statement it may make.

ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is a société anonyme incorporated under the laws of France. Most of its directors and officers reside
outside the United States, principally in France. In addition, a large portion of its assets and its directors’ and
officers’ assets is located outside the United States. As a result, U.S. investors may find it difficult in a lawsuit
based on the civil liability provisions of the U.S. federal securities laws to:
• effect service within the United States upon the Issuer or its directors and officers located outside the
United States;
• enforce in U.S. courts or outside the United States judgments obtained against the Issuer or its directors
and officers in the U.S. courts;
• enforce in U.S. courts judgments obtained against the Issuer or its directors and officers in courts in
jurisdictions outside the United States; and
• enforce against the Issuer or its directors and officers in France, whether in original actions or in actions
for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S. federal
securities laws.
In addition, actions in the United States under U.S. federal securities laws could be affected under certain
circumstances by the French law No. 68-678 of July 26, 1968, as modified by law No. 80-538 of July 16, 1980
(relating to communication of documents and information of an economic, commercial, industrial, financial or
technical nature to foreign natural or legal persons), which may preclude or restrict the obtaining of evidence in
France or from French persons in connection with these actions. Similarly, French data protection rules (law No.
78-17 of January 6, 1978 on data processing, data files and individual liberties, as modified by law No. 2004-801
of August 6, 2004 and as last modified by law No. 2014-344 of March 17, 2014) can limit under certain
2
circumstances the possibility of obtaining information in France or from French persons as part of any discovery
process, in connection with a judicial or administrative U.S. action.

3
 SUMMARY

The following summary describes the Notes that we are offering and the Guarantee in general terms only.
Before making an investment decision you should read this summary together with the more detailed information
contained in the rest of this Offering Memorandum and the applicable Offering Memorandum Supplement, and
the documents incorporated by reference into this Offering Memorandum.

Issuer ................................................................. Société Générale.

Guarantor ........................................................... The Issuer’s New York branch.
Program ............................................................. We intend to issue from time to time Notes specified in the
Offering Memorandum having an aggregate principal amount
of up to U.S.$6,000,000,000.
General terms of the Notes ................................ The specific terms of Notes of any offering including the
method of calculating the Redemption Amount (if any) or any
other amount(s) (in cash or in securities) payable or deliverable
on, or exchangeable for, the Notes and whether the Notes are
linked to the price or value change or the performance (on
specific dates or periods) of (i) one or more debt or equity
securities of entities that are not affiliated with the Issuer, (ii)
an index or indices, (iii) one or more commodities, (iv) the
value of one or more currencies as compared to the value of
one or more other currencies, (v) one or more interest or
coupon rates, (vi) one or more registered or unregistered funds,
(vii) one or more other assets or other market measures as
provided in the applicable Offering Memorandum Supplement,
or (viii) baskets of any of the aforementioned securities, assets,
measures, instruments or indices (any such item being referred
to herein as a “Reference Asset”) are specified in the
applicable Offering Memorandum Supplement.
The Notes will be denominated in U.S. dollars unless we
specify otherwise in the applicable Offering Memorandum
Supplement.
We may from time to time, without your consent, create and
issue additional Notes of any Notes Issue with the same or
different terms as Notes of the same Notes Issue or another
Notes Issue previously issued.
Status of the Notes ............................................. The Notes will constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer and rank, and will
rank, pari passu without any preference among themselves and
(except for certain obligations required to be preferred by law)
pari passu with all other direct, unconditional, unsecured and
unsubordinated obligations of the Issuer.
Bail-In ................................................................ The Notes and the Guarantee are subject to any application of
the Bail-in Tool by the Relevant Resolution Authority, which
may result in the conversion to equity, write-down or
cancellation of all or a portion of the Notes or the Guarantee,
or variation of the terms and conditions of the Notes or the
Guarantee, if the Issuer or the Guarantor is determined to meet
the conditions for resolution. See the sections entitled
“Description of the Notes—Bail-in Tool,” “Governmental
Supervision and Regulation” and “Description of the Notes—

4
 SGNY Guarantee.”
Guarantee........................................................... Unless specified otherwise in the Offering Memorandum
Supplement related to a Notes Issue of Notes, SGNY, as the
Guarantor, unconditionally and irrevocably guarantees to each
holder of a Note authenticated by the Trustee and to the
Trustee and its successors and assigns the payments due and
payable or deliverable by the Issuer under the Indenture and
the payments and/or deliveries of the amount(s) (in cash or in
securities) payable or deliverable on, or exchangeable for, such
Notes of any such Notes Issue, but only to the extent such
payments and/or deliveries remain due and payable or
deliverable pursuant to any application of the Bail-in Tool by
the Relevant Resolution Authority and/or, to the extent
applicable, the Regulator (collectively, the “Guaranteed
Obligations”), if such Guaranteed Obligations have not been
received by the Trustee or the holders, as applicable, at the
time such Guaranteed Obligations are due and payable or
deliverable (after giving effect to all the applicable cure
periods). The Trustee and the holders agree that the Guarantee
does not obligate the Guarantor or any affiliate of the
Guarantor, or any other party, to make a secondary market in
the Notes of any Notes Issue or to make or guarantee payments
with respect to any secondary market transactions. See the
section entitled “Description of the Notes—SGNY Guarantee.”
Status of the Guarantee...................................... The Guarantee (i) is a direct, unconditional, unsecured and
unsubordinated obligation of the Guarantor and ranks, and will
rank, pari passu with all other present and future direct,
unconditional, unsecured and unsubordinated obligations of the
Guarantor, except those mandatorily preferred by law, (ii) is a
continuing guarantee, (iii) is irrevocable and (iv) is a guarantee
of payment or delivery, as the case may be, of the Guaranteed
Obligations and not of collection.
Issue Price.......................................................... Notes may be issued at par or at a discount from, or premium
over, par.
Denomination .................................................... Notes will be issued in such denominations as may be
specified in the applicable Offering Memorandum Supplement.
Maturity ............................................................. Any maturity as indicated in the applicable Offering
Memorandum Supplement, subject to such minimum or
maximum maturities as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or, if applicable, the
Guarantor.
Forms of Notes .................................................. Unless otherwise specified in the applicable Offering
Memorandum Supplement, the Notes of any Notes Issue will
be issued either (i) as Physical Notes registered in the name of
the holders (or nominees designated by the holders) of the
Physical Notes or (ii) as one or more Global Notes registered
in the name of a nominee of DTC, and deposited on behalf of
the purchaser (or such other account as the purchaser may
direct) with the Trustee as custodian for DTC. Purchasers of
Notes represented by Global Notes will have a book-entry
beneficial interest in the Global Notes. The beneficial interest
5
 in the Global Notes will be held through the Participants,
including, if applicable, Euroclear and Clearstream.
Negative Pledge ................................................. The terms of Notes will not contain a negative pledge.
Ratings ............................................................... Unless otherwise specified in the applicable Offering
Memorandum Supplement, the Notes are not, and will not be,
rated by any nationally recognized statistical rating
organization. The rating, if any, of certain Notes to be issued
under the Program may be specified in the applicable Offering
Memorandum Supplement. A rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension,
change or withdrawal at any time by the assigning rating
agency. Neither the assigning rating agency nor the Issuer is
obligated to provide you with any notice of any suspension,
change or withdrawal of any rating. Where any Notes are to be
rated, such rating will not necessarily be the same as the rating
assigned to Notes already issued.
Redemption and Repurchase ............................. Unless indicated otherwise in the applicable Offering
Memorandum Supplement, and except as specified under the
section entitled “Description of the Notes—Redemption and
Repurchase—Redemption for Taxation Reasons,” the Notes
will not be redeemable by the Issuer or the holder(s) of Notes
prior to their stated maturity date (see the section entitled
“Description of the Notes—Redemption and Repurchase”).
Listing................................................................ Unless otherwise specified in the applicable Offering
Memorandum Supplement, the Notes of any Notes Issue will
not be listed on any securities exchange.
The Notes may be listed or quoted on any stock exchange
subject to the requirements of the relevant stock exchange or
automated quotation systems or other authority. The Offering
Memorandum Supplement for each issue of Notes will state
whether, and on what stock exchanges, if any, the relevant
Notes will be listed.
Use of Proceeds ................................................. The Issuer will use the net proceeds it receives from the sale of
the Notes for general corporate purposes or as otherwise
specified in the applicable Offering Memorandum Supplement.
No Registration; Transfer Restrictions .............. The Notes and the Guarantee have not been, and are not
required to be, registered under the Securities Act.
Accordingly, the Notes may not be offered, sold or otherwise
transferred except pursuant to an exemption from the
registration requirements of the Securities Act and any
applicable state securities laws. See the section entitled
“Notice to Investors.” In addition to the sales and transfer
restrictions set forth in this Offering Memorandum, the
applicable Offering Memorandum Supplement may contain
additional restrictions on sales and transfer required by any
applicable securities laws.
Governing Law .................................................. The Notes and the Guarantee will be governed by, and
construed in accordance with, the laws of the State of New
York.
Distribution ........................................................ The Issuer may sell Notes (i) to or through agents, underwriters
or dealers (including the Dealers), whether affiliated or
6
 unaffiliated, (ii) directly to one or more purchasers, or (iii)
through a combination of any of these methods of sale. Each
Offering Memorandum Supplement will explain the ways in
which the Issuer intends to sell a specific issue of Notes and
may include the names of any underwriters, agents or Dealers
and details of the pricing of the issue of Notes, as well as any
commissions, concessions or discounts the Issuer is granting
the underwriters, agents or Dealers. Unless specified
otherwise in the applicable Offering Memorandum
Supplement, the Notes will be offered pursuant to and in
reliance on Section 3(a)(2) of the Securities Act. The
applicable Offering Memorandum Supplement will also
specify whether the Notes will be offered pursuant to and in
reliance on Section 4(a)(2) of the Securities Act, Regulation S
of the Securities Act or Rule 144A.
Dealers ............................................................... BofA Securities, LLC, SG Americas Securities, LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley &
Co. LLC and each additional underwriter, placement agent or
dealer that may be specified in the applicable Offering
Memorandum Supplement (each a “Dealer” and collectively,
the “Dealers”)
Conflicts of Interest ........................................... A conflict of interest (as defined by Rule 5121 of FINRA) may
exist as SG Americas Securities, LLC, an affiliate of the Issuer,
may participate in the distribution of Notes. For further
information, see the section entitled “Plan of Distribution and
Conflicts of Interest.”
Calculation Agent .............................................. Unless otherwise specified in the applicable Offering
Memorandum Supplement, Société Générale.
Trustee, Paying Agent and Authenticating
Agent ................................................................. The Bank of New York Mellon.
Contact Information........................................... You may contact us, the Guarantor or SGAS at 245 Park
Avenue, New York, NY 10167. Our telephone number is
(212) 278-6000.

7
 RISK FACTORS

Investment in the Notes is subject to a number of risks not associated with similar investments in a conventional
debt security. The discussion below is of a general nature and is intended to describe various risk factors
associated with an investment in Notes issued under the Program. The factors relevant to any specific offering
of Notes will depend upon a number of interrelated matters including, but not limited to, the nature of the Notes
of such Notes Issue and will be described in the related Offering Memorandum Supplement.
The Issuer and the Guarantor believe that the factors described below and in the applicable Offering
Memorandum Supplement represent the principal risks inherent in investing in the Notes, but the ability of the
Issuer to pay or deliver the Redemption Amount or other amount(s) (in cash or in securities) in connection with
any Notes or of the Guarantor to make such payments or deliveries under the Guarantee may be adversely
affected by factors not described below or in the applicable Offering Memorandum Supplement. Consequently,
the statements below and in the applicable Offering Memorandum Supplement regarding the risks of investing in
the Notes of any Notes Issue and the Guarantee should not be viewed as exhaustive. You should carefully
consider the following discussion of risks, together with the other information in this Offering Memorandum, and
the discussion of risks and other information in the applicable Offering Memorandum Supplement, before
investing in the Notes. You should reach an investment decision with respect to the suitability of the Notes of
such Notes Issue for you only after careful consideration and consultation with your financial, tax and legal
advisors.
RISKS RELATING TO THE ISSUER, THE GUARANTOR AND THE GROUP
For further information on the risks relating to the Issuer, the Guarantor and the Group, investors should refer
to the “Risks and Capital Adequacy” section in the 2020 Universal Registration Document (Document
d’Enregistrement Universel) of Société Générale, incorporated by reference herein and the other documents
incorporated by reference herein, together with the other information contained or incorporated by reference in
this Offering Memorandum and any applicable Offering Memorandum Supplement before purchasing Notes.
The risk factors relating to the Issuer, the Guarantor and the Group are incorporated by reference in this
Offering Memorandum from Chapter 4 (Risks and Capital Adequacy) of the Issuer’s 2020 Universal
Registration Document and the First Update to the 2020 Universal Registration Document (see “Information
Incorporated by Reference”). The categories of risk factors identified in the 2020 Universal Registration
Document and the First Update to the 2020 Universal Registration Document are set out below.
Given the diversity and changes in the Group’s activities, its risk management focuses on the following main
categories of risks, any of which could adversely affect the Group’s performance:
Risks related to the Macroeconomic, Market and Regulatory Environments
• The coronavirus pandemic (COVID-19) and its economic consequences could adversely affect
the Group’s business, operations and financial position.
• The global economic and financial context, as well as the context of the markets in which the
Group operates, may adversely affect the Group’s activities, financial position and results of
operations. The Group is subject to an extensive supervisory and regulatory framework in each
of the countries in which it operates and changes in this regulatory framework could have a
negative effect on the Group’s businesses, financial position, costs, as well as on the financial
and economic environment in which it operates.
• Brexit and its impact on financial markets and the economic environment could have an adverse
effect on the Group’s activities and results of operations.
• Risks related to the implementation of the Group’s strategic plan.
• Increased competition from banking and non-banking operators could have an adverse effect on
the Group’s business and results, both in its French domestic market and internationally.
8
Credit and Counterparty Risks
• The Group is exposed to counterparty and concentration risks, which may have a material
adverse effect on the Group’s business, results of operations and financial position.
• The financial soundness and conduct of other financial institutions and market participants
could adversely affect the Group.
• The Group’s results of operations and financial position could be adversely affected by a late or
insufficient provisioning of credit exposures.
Market and Structural Risks
• Changes and volatility in the financial markets may have a material adverse effect on the
Group’s business and the results of market activities.
• Changes in interest rates may adversely affect retail banking activities.
• Fluctuations in exchange rates could adversely affect the Group’s results.
Operational Risks (Including Risk of Inappropriate Conduct) and Models Risks
• The Group is exposed to legal risks that could have a material adverse effect on its financial
position or results of operations.
• Operational failure, termination or capacity constraints affecting institutions the Group does
business with, or failure or breach of the Group’s information technology systems, could have
an adverse effect on the Group’s business and result in losses and damages to the reputation of
the Group.
• Reputational damage could harm the Group’s competitive position, its activity and financial
condition.
• The Group’s inability to attract and retain qualified employees may adversely affect its
performance.
• The models, in particular the Group’s internal models, used in strategic decision-making and in
risk management systems could fail or prove to be inadequate and result in financial losses for
the Group.
• The Group may incur losses as a result of unforeseen or catastrophic events, including terrorist
attacks or natural disasters.
Liquidity and Funding Risks
• A number of exceptional measures taken by governments, central banks and regulators could
have a material adverse effect on the Group’s cost of financing and its access to liquidity.
• A downgrade in the Group’s external rating or in the sovereign rating of the French State could
have an adverse effect on the Group’s cost of financing and its access to liquidity.
Risks Related to Insurance Activities
• A deterioration in the market condition, and in particular a significant increase or decrease in
interest rates, could have a material adverse effect on the life insurance activities of the Group’s
Insurance business.

9
RISKS GENERALLY APPLICABLE TO THE NOTES
French law and European legislation regarding the resolution of financial institutions may require the write-
down or conversion to equity of the Notes or other resolution measures if the Issuer is deemed to meet the
conditions for resolution.
Directive 2014/59/EU of the European Parliament and of the Council of the European Union dated May 15, 2014
establishing a framework for the recovery and resolution of credit institutions and investment firms (the
“BRRD”) entered into force on July 2, 2014. As a directive, the BRRD is not directly applicable in France and
had to be transposed into national legislation. The French ordonnance no. 2015-1024 of August 20, 2015
transposed the BRRD into French law and amended the Code monétaire et financier for this purpose. The
French ordonnance has been ratified by law No. 2016-1691 dated December 9, 2016 (Loi n°2016-1691 du 9
décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie
économique) which also incorporates provisions which clarify the implementation of the BRRD.
The stated aim of the BRRD and Regulation (EU) no. 806/2014 of the European Parliament and of the Council
of the European Union of July 15, 2014 (the “SRM Regulation”) is to provide for the establishment of an EU-
wide framework for the recovery and resolution of credit institutions and investment firms. The regime provided
for by the BRRD is, among other things, stated to be needed to provide the authority designated by each EU
Member State (the “Resolution Authority”) with a credible set of tools to intervene sufficiently early and
quickly in an unsound or failing institution so as to ensure the continuity of the institution’s critical financial and
economic functions while minimizing the impact of an institution’s failure on the economy and financial system
(including taxpayers’ exposure to losses). Under the SRM Regulation a centralized power of resolution is
established and entrusted to the Single Resolution Board (the “SRB”) and to the national resolution authorities.
The powers provided to the Resolution Authority in the BRRD and the SRM Regulation include write-
down/conversion powers to ensure that capital instruments (including subordinated debt instruments) and
eligible liabilities (including senior debt instruments such as the Notes if junior instruments prove insufficient to
absorb all losses) absorb losses of the issuing institution that is subject to resolution in accordance with a set
order of priority (the “Bail-in Tool”). The conditions for resolution under the French Code monétaire et
financier implementing the BRRD are deemed to be met when: (i) the Resolution Authority or the relevant
supervisory authority determines that the institution is failing or is likely to fail, (ii) there is no reasonable
prospect that any measure other than a resolution measure would prevent the failure within a reasonable
timeframe, and (iii) a resolution measure is necessary for the achievement of the resolution objectives (in
particular, ensuring the continuity of critical functions, avoiding a significant adverse effect on the financial
system, protecting public funds by minimizing reliance on extraordinary public financial support, and protecting
client funds and assets) and winding up of the institution under normal insolvency proceedings would not meet
those resolution objectives to the same extent.
The Resolution Authority could also, independently of a resolution measure or in combination with a resolution
measure, fully or partially write-down or convert capital instruments (including subordinated debt instruments)
into equity when it determines that the institution or its group will no longer be viable unless such write down or
conversion power is exercised or when the institution requires extraordinary public financial support (except
when extraordinary public financial support is provided in the form defined in Article L. 613-48 III, 3° of the
French Code monétaire et financier). The terms and conditions of the Notes and the Guarantee contain
provisions giving effect to the Bail-in Tool in the context of resolution and write-down or conversion of capital
instruments at the point of non-viability. For more information on the conditions for resolution and write-down
or conversion of capital instruments, see the section entitled “Governmental Supervision and Regulation—
Governmental Supervision and Regulation of the Issuer in France—Resolution Framework in France and
European Bank Recovery and Resolution Directive.”
The Bail-in Tool could result in the full (i.e., to zero) or partial write-down or conversion into ordinary shares or
other instruments of ownership of the Notes or the Guarantee, or the variation of the terms of the Notes or the
Guarantee (for example, the maturity and/or interest payable may be altered and/or a temporary suspension of
payments may be ordered). Extraordinary public financial support should only be used as a last resort after

10
having assessed and applied, to the maximum extent practicable, the resolution measures. No support will be
available until a minimum amount of contribution to loss absorption and recapitalization of 8% of total liabilities
including own funds has been made by shareholders, holders of capital instruments and other eligible liabilities
through write down, conversion or otherwise.
In addition to the Bail-in Tool, the BRRD provides the Resolution Authority with broader powers to implement
other resolution measures with respect to institutions that meet the conditions for resolution, which may include
(without limitation) the sale of the institution’s business, the creation of a bridge institution, the separation of
assets, the replacement or substitution of the institution as obligor in respect of debt instruments, modifications to
the terms of debt instruments (including altering the maturity and/or the amount of interest payable and/or
imposing a temporary suspension on payments), removing management, appointing an interim administrator and
discontinuing the listing and admission to trading of financial instruments.
Before taking a resolution measure, including implementing the Bail-in Tool, or exercising the power to write
down or convert relevant capital instruments, the Resolution Authority must ensure that a fair, prudent and
realistic valuation of the assets and liabilities of the institution is carried out by a person independent from any
public authority.
Since January 1, 2016, French credit institutions (such as the Issuer) have to meet, at all times, a minimum
requirement for own funds and eligible liabilities (“MREL”) pursuant to Article L. 613-44 of the French Code
monétaire et financier. The MREL, which is expressed as a percentage of the total liabilities and own funds of
the institution, aims at preventing institutions from structuring their liabilities in a manner that impedes the
effectiveness of the Bail-in Tool in order to facilitate resolution.
In addition, on November 9, 2015, the Financial Stability Board (the “FSB”) published a standard on total loss
absorbing capacity (“TLAC”) which is set forth in a term sheet (the “FSB TLAC Term Sheet”). That standard
– which has been adopted after the BRRD – shares similar objectives to MREL, but covers a different scope (see
“—The Issuer may be subject to higher capital requirements” below). Moreover, the Council of the European
Union published on February 14, 2019 a final compromise text for the modification of CRR and BRRD
intending to give effect to the FSB TLAC Term Sheet and to modify the requirements for MREL eligibility.
The TLAC requirements are expected to be complied with since January 1, 2019 in accordance with the FSB
principles. The TLAC requirements impose a level of “Minimum TLAC” that will be determined individually
for each global systemically important bank (“G-SIB”), such as the Issuer, in an amount at least equal to (i) 16%,
plus applicable buffers, of risk weight assets through January 1, 2022 and 18%, plus applicable buffers,
thereafter and (ii) 6% of the Basel III leverage ratio denominator through January 1, 2022 and 6.75% thereafter
(each of which could be extended by additional firm-specific requirements or buffer requirements). However,
according to the final compromise text for the modification of CRR published by the Council of the European
Union in February 2019, European Union G-SIBs will have to comply with TLAC requirements, on top of the
MREL requirements, as from the entry into force of the amending regulation. As such, G-SIBs will have to
comply at the same time with TLAC and MREL described above.
In accordance with the provisions of the SRM Regulation, when applicable, the SRB, has replaced the national
resolution authorities designated under the BRRD with respect to all aspects relating to the decision-making
process and the national resolution authorities designated under the BRRD continue to carry out activities
relating to the implementation of resolution schemes adopted by the SRB. The provisions relating to the
cooperation between the SRB and the national resolution authorities for the preparation of the banks’ resolution
plans have applied since January 1, 2015 and the SRM has been fully operational since January 1, 2016.
The application of any measure under the French BRRD implementing provisions or any suggestion of such
application with respect to the Issuer or the Group could materially adversely affect the rights of Noteholders, the
price or value of an investment in the Notes and/or the ability of the Issuer to satisfy its obligations under any
Notes, and as a result investors may lose their entire investment.
Moreover, if the Issuer’s financial condition deteriorates, the existence of the Bail-in Tool, the exercise of write-
down/conversion powers or any other resolution tools by the Resolution Authority independently of a resolution
11
measure or in combination with a resolution measure when it determines that the institution or its group will no
longer be viable could cause the market price or value of the Notes to decline more rapidly than would be the
case in the absence of such powers.
For further details on the regulatory regime applicable to the Issuer, see the section entitled “Governmental
Supervision and Regulation.” For a brief description of French insolvency proceedings, see “—Your return may
be limited or delayed by the insolvency of Société Générale.” For a description of the impact of the Bail-in Tool
on the Guaranteed Obligations, see “—French Law and European legislation regarding the resolution of
financial institutions may limit the Guarantor’s obligations under the Guarantee and Noteholders’ benefits
under the Guaranteed Obligations.”
The Issuer may be subject to higher capital requirements.

Regulators assess the Issuer’s capital position and target levels of capital resources on an ongoing basis. Targets
may increase in the future, and rules dictating the measurement of capital may be adversely changed, which
would constrain the Issuer’s planned activities and contribute to adverse impacts on the Issuer’s earnings, credit
ratings or ability to operate. In addition, during periods of market dislocation, increasing the Issuer’s capital
resources in order to meet targets may prove more difficult and/or costly.

On December 7, 2017, the Basel Committee on Banking Supervision (the “Basel Committee”) published
revised standards that finalize the Basel III post-crisis regulatory reforms. The reforms include the following
elements: (i) a revised standardized approach for credit risk, which will improve the robustness and risk
sensitivity of the existing approach, (ii) revisions to the internal ratings-based approach for credit risk, where the
use of the most advanced internally modeled approaches for low-default portfolios will be limited, (iii) revisions
to the credit valuation adjustment (the “CVA”) framework, including the removal of the internally modeled
approach and the introduction of a revised standardized approach, (iv) a revised standardized approach for
operational risk, which will replace the existing standardized approaches and the advanced measurement
approaches, (v) revisions to the measurement of the leverage ratio and a leverage ratio buffer for G-SIBs,
including the Issuer, which will take the form of a Tier 1 capital buffer set at 50% of a G-SIB’s risk-weighted
capital buffer and (vi) an aggregate output floor, which will ensure that banks’ risk-weighted assets (“RWAs”)
generated by internal models are no lower than 72.5% of RWAs as calculated by the Basel III framework’s
standardized approaches. The implementation of the amendments to the Basel III framework within the
European Union may go beyond the Basel Committee standards and provide for European specificities.

Therefore, currently no firm conclusion regarding the impact of the revised standards on the future capital
requirements and their impact on the capital requirements for the Issuer can be made.

The revised standards will take effect from January 1, 2022, and will be phased in over five years. The Basel
Committee has also extended the implementation date of the revised minimum capital requirements for market
risk, which was originally set to be implemented on January 1, 2019, to January 1, 2022.

Moreover, the CRD V and the CRR II include more risk-sensitive capital requirements in particular for market
risk, counterparty credit risk and exposures to central counterparties. It includes a binding leverage ratio and a
binding Net Stable Funding Ratio. There are also measures to improve banks’ lending capacity to support the
EU economy, such as certain specific measures related to SMEs and to infrastructure projects. However, the
implementation of the CRD V, the CRR II and Directive (EU) 2019/879 dated May 20, 2019 (the “BRRD II”) in
the French legislation is not finalized yet and it is difficult to predict what impact they will have on Société
Générale.

French Law and European legislation regarding the resolution of financial institutions may limit the
Guarantor’s obligations under the Guarantee and Noteholders’ benefits under the Guaranteed Obligations.
Any application of the Bail-in Tool, the write-down of capital instruments or any other resolution tools with
respect to the Notes will effectively limit the Guarantor’s obligations under the Guarantee because the

12
Guarantor’s obligations under the Guarantee are limited to the payments which remain due and payable pursuant
to any application of the Bail-in Tool by the Resolution Authority and/or, to the extent applicable, the Regulator.
Noteholders, as beneficiaries of the Guaranteed Obligations, are creditors of the Guarantor, and therefore benefit
from the New York Banking Law’s statutory preference regime with respect to the assets of the Guarantor. If
the Issuer’s obligations under the Notes were subject to an application of the Bail-in Tool, there may be no
remaining claim, or alternatively a reduced remaining claim, that would benefit from this preference regime. As
a result, any application of the Bail-in Tool would effectively limit recovery under the Guaranteed Obligations.
In addition, the Guarantor’s obligations under the Guarantee may themselves be subject to the application of the
Bail-in Tool with respect to the Guarantor.
The Notes may not be a suitable investment for all investors.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
• have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Offering Memorandum or any applicable Offering Memorandum Supplement;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;
• understand thoroughly the terms of the Notes and be familiar with the behavior of any relevant indices or
benchmarks and financial markets; and
• be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear applicable risks.
The Issuer is not prohibited from issuing further debt.
There is no restriction on the amount of debt that the Issuer may issue that ranks pari passu with or senior to the
Notes. The Issuer’s incurrence of additional debt may have important consequences for investors in the Notes,
including increasing the risk of the Issuer’s inability to satisfy its obligations with respect to the Notes; a loss in
the trading value of the Notes, if any; and a downgrading or withdrawal of any credit rating of the Notes.
The issuance of any such additional debt may also reduce the amount recoverable by investors in the event of the
Issuer’s resolution, liquidation, dissolution, reorganization or bankruptcy or similar proceedings. If the Issuer’s
financial condition were to deteriorate, you could suffer direct and materially adverse consequences, including
suspension of interest, reduction of interest and principal and, if the Issuer were liquidated (whether voluntarily
or involuntarily), loss of your entire investment.
Your return may be limited or delayed by the insolvency of Société Générale.
If the Issuer were to become insolvent, your return could be limited or delayed. Application of French
insolvency law could affect the Issuer’s ability to make payments on the Notes (such as interest and/or principal)
and French insolvency laws may not be as favorable to you as the insolvency laws of the United States or other
countries. Under French insolvency law holders of debt securities are automatically grouped into a single
assembly of holders (the “Assembly”) in order to defend their common interests if a safeguard procedure
(procédure de sauvegarde), accelerated safeguard procedure (procédure de sauvegarde accélérée), accelerated
financial safeguard procedure (procédure de sauvegarde financière accélérée) or judicial reorganization
procedure (procédure de redressement judiciaire) is opened in France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not
under a debt issuance program and regardless of their ranking and their governing law.
13
The Assembly deliberates on any proposed safeguard plan (projet de plan de sauvegarde), proposed accelerated
safeguard plan (projet de plan de sauvegarde accélérée), proposed accelerated financial safeguard plan (projet
de plan de sauvegarde financière accélérée) or proposed judicial reorganization plan (projet de plan de
redressement) applicable to the Issuer and may further agree to:
• partially or totally reschedule payments which are due, write-off debts and/or convert debts into equity
(including with respect to amounts owed under the Notes); and/or
• establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances.
Decisions of the Assembly will be taken by a two-thirds majority (calculated as a proportion of the amount of
debt securities held by the holders attending such Assembly or represented at it which have cast a vote at such
Assembly). No quorum is required to hold the Assembly. Provisions relating to the representation of the
Noteholders described in the section “Description of the Notes—Events of Default and Remedies; Waiver of Past
Defaults” in this Offering Memorandum will not apply in these circumstances.
The receiver (administrateur judiciaire) is allowed to take into account the existence of voting or subordination
agreements entered into by a holder of notes, or the existence of an arrangement providing that a third party will
pay the holder’s claims, in full or in part, in order to reduce such holder’s voting rights within the Assembly.
The receiver must disclose the method for computing such voting rights and the interested Noteholder may
dispute such computation before the president of the competent commercial court. The provisions could apply to
a Noteholder who has entered into a hedging arrangement in relation to the Notes.
For the avoidance of doubt, the provisions relating to the meeting of Noteholders set out in the Indenture (see the
section entitled “Description of the Notes”) will not be applicable in these circumstances.
The commencement of insolvency proceedings could have an adverse impact on the market value of the Notes
and Noteholders may lose all or part of their investment.
See “Governmental Supervision and Regulation—Governmental Supervision and Regulation of the Issuer in
France.”
The Prudential Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution)
(“ACPR”) must approve in advance the opening of any safeguard, judicial reorganization or liquidation
procedures.
In addition, in the event that Société Générale were to become insolvent, the Superintendent of Financial
Services of the State of New York (the “Superintendent”) may take possession of the Guarantor under Section
606 of the New York Banking Law (the “NYBL”). In such an event, a claim on the Guarantee would be an
unsecured liability of the Guarantor. Although the NYBL provides that the assets of the Guarantor would, in the
first instance, be marshaled to pay the claims of creditors of the Guarantor, there can be no assurance that a
Noteholder would receive its full return or that payment would not be delayed because of the Superintendent’s
possession.
See “—French Law and European legislation regarding the resolution of financial institutions may require the
write-down or conversion to equity of the Notes or other resolution measures if the Issuer is deemed to meet the
conditions for resolution” and the section entitled “Governmental Supervision and Regulation—Governmental
Supervision and Regulation of the Issuer in France” for a description of resolution measures including, critically,
the Bail-in Tool, which was implemented under the BRRD.
You bear the credit risk of the Issuer and the Guarantor.
The Notes will be direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank, and
will rank, pari passu without any preference among themselves and pari passu with all other direct,
unconditional, unsecured and unsubordinated obligations of the Issuer, except those mandatorily preferred by
law.
14
The Notes will be effectively subordinated to any secured senior indebtedness that the Issuer may incur to the
extent of the value of, and the validity and priority of the liens on, the Issuer’s assets securing that indebtedness.
In the event of the Issuer’s liquidation, dissolution, reorganization, bankruptcy or any similar proceeding,
whether voluntary or involuntary, the holders of any of the Issuer’s secured indebtedness would be entitled to be
paid from the assets securing that indebtedness before the Issuer’s assets may be used to make any payment in
respect of the Notes.
There is no negative pledge in respect of the Notes and the terms and conditions of the Notes place no
restrictions on the amount of debt that the Issuer may issue that ranks senior to the Notes, or on the amount of
securities it may issue that rank pari passu with the Notes. The issue of any such debt or securities may reduce
the amount recoverable by you upon liquidation of the Issuer.
The Guarantee is a direct, unconditional, unsecured and unsubordinated obligation of the Guarantor and of no
other person, and ranks, and will rank, pari passu with all other present and future direct, unconditional,
unsecured and unsubordinated obligations of the Guarantor (except any such obligations as are preferred by law).
If you purchase the Notes of any Notes Issue, you are relying upon the creditworthiness (ability to pay) of the
Issuer and the Guarantor and no other person. Therefore, you face the risk of not receiving any payment on your
investment if the Issuer or the Guarantor file for bankruptcy or are otherwise unable to pay their debt obligations.
The Issuer’s ability to pay its obligations under the Notes and the Guarantor’s ability to pay its obligations under
the Guarantee are dependent upon a number of factors, including the Issuer’s and the Guarantor’s
creditworthiness, financial condition and results of operations. In addition, the EU has developed tools for the
recovery and resolution of troubled financial institutions that would safeguard financial stability and also
minimize taxpayers’ exposure to losses (referred to as the Bail-in Tool), including the power to write down the
value of capital instruments and includes a more general power for the Resolution Authority to write down or
convert to equity the claims of unsecured creditors of a failing institution. To the extent the Notes are written-
down or converted pursuant to this power, the value of the Guarantee will be reduced accordingly. No assurance
can be given, and none is intended to be given, that you will receive any amount payable on the Notes.
Under French law, a branch is not a separate legal entity and, therefore, from a French law perspective, the
Guarantee provided by the Guarantor for the obligations of the Issuer does not provide a separate means of
recourse.
The Issuer issues a large number of financial instruments on a global basis and, at any given time, the aggregate
amount due under the financial instruments outstanding may be substantial. Investors who purchase the Notes
rely upon the creditworthiness of the Issuer and the Guarantor.
Any decline in the Issuer’s or in the Notes’ credit ratings or changes in rating methodologies may affect the
market value of the Notes.
The Issuer’s credit ratings are assessments made by rating agencies of the Issuer’s ability to pay its obligations,
including in relation to the Notes. Because many investors look at credit ratings in making their investment
decisions, actual or anticipated declines in the Issuer’s credit ratings may affect the market value of the Notes.
The Issuer expects that one or more credit rating agencies will assign credit ratings to each Notes Issue of
principal-protected Notes.
Further, ratings agencies may assign unsolicited ratings to the Notes. If non-solicited ratings are assigned, there
can be no assurance that such ratings will not differ from, or be lower than, the ratings provided by ratings
sought by the Issuer. Ratings may not reflect the potential impact of all risks related to structure, market,
additional factors discussed above and other factors that may affect the value of the Notes or the standing of the
Issuer.
A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the
relevant rating agency at any time. In addition, the rating agencies may change their methodologies for rating
securities similar to the Notes. If the rating agencies change their practices for rating such securities and the
ratings of the Notes are subsequently lowered, the trading price of the Notes may be negatively affected.
15
Neither the Notes nor the Guarantee are insured by the FDIC.
Neither the Notes nor the Guarantee are deposit liabilities of the Issuer or the Guarantor, respectively, and neither
the Notes nor the Guarantee or your investment in the Notes are insured by the United States FDIC, the Bank
Insurance Fund or any U.S. or French governmental or deposit insurance agency.
The Notes may be issued at a substantial discount or premium.
The market values of securities issued at a substantial discount or premium from their principal amount tend to
fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing
securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared
to conventional interest-bearing securities with comparable maturities.
The terms and conditions of the Notes may be modified.
The terms and conditions of the Notes set forth herein and in the applicable Offering Memorandum Supplement
may contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally.
These provisions, if applicable, may permit defined majorities to bind all Noteholders including Noteholders
who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the
majority.
The Notes are subject to changes in law.
The terms and conditions of the Notes (including any non-contractual obligations arising therefrom or connected
therewith) are based on relevant laws in effect as of the date of this Offering Memorandum and the applicable
Offering Memorandum Supplement. No assurance can be given as to the impact of any possible judicial
decision or change to such laws, or the official application or interpretation of such laws or administrative
practices after the date of this Offering Memorandum. Please see “Description of the Notes—Redemption and
Repurchase—Redemption for Taxation Reasons” in this Offering Memorandum and any other change in law
events as described in the applicable Offering Memorandum Supplement.
The purchase, holding or sale of the Notes may be subject to taxation.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes, and other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or in other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for financial instruments such as the Notes. Potential investors are advised not to rely
solely upon the tax summary contained in this Offering Memorandum and/or in the applicable Offering
Memorandum Supplement but to obtain their own tax advisor’s advice on their individual taxation with respect
to the acquisition, holding, sale, redemption or other disposition of the Notes. Only these advisors are in a
position to duly consider the specific situation of the potential investor. This risk factor should be read in
connection with the taxation sections of this Offering Memorandum and any additional taxation sections
contained in any Offering Memorandum Supplement.
Legal investment considerations may restrict your investment in the Notes.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisors to determine whether
and to what extent (i) Notes can be used as collateral for various types of borrowing and (ii) other restrictions
apply to its purchase, transfer, resale or pledge of any Notes. Financial institutions should consult their legal
advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-
based capital or similar rules.
No right of set-off under the Notes.
Pursuant to the Indenture, and as described in the section entitled “Description of the Notes—Waiver of Set-Off”
of this Offering Memorandum, the Noteholders agree to waive any and all rights of or claims for deduction, set-

16
off, netting, compensation, retention or counterclaim in respect of any right, claim or liability owed to it by the
Issuer and, with respect to the 3(a)(2) Notes only, the Guarantor, (and, for the avoidance of doubt, including all
such rights, claims and liabilities arising under or in relation to any and all agreements or other instruments of
any sort or any non-contractual obligations, in each case whether or not relating to such Note or the Guarantee)
to the fullest extent permitted by applicable law. As a result, the Noteholders will not at any time be entitled to
set-off the Issuer’s obligations under the Notes against obligations owed by them to the Issuer and, with respect
to the 3(a)(2) Notes only, to set-off the Guarantor’s obligations against the obligations owed by them to the
Guarantor.
EU Proposed Financial Transaction Tax.
The European Commission has published a proposal for a Directive for a common financial transaction tax (the
“FTT”) in Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain, (the
“participating Member States”). Estonia, which earlier was part of the FTT negotitations, subsequently
announced its withdrawal from these negotiations. The FTT, if enacted, could apply under certain
circumstances, to transactions involving the Notes. The issuance and subscription of Notes should be exempt.
Other Member States of the European Union may decide to join and/or certain of the participating Member
States may decide to withdraw.
Under the European Commission’s proposals, the FTT could apply in certain circumstances to persons both
within and outside of the participating Member States. Generally, it would apply to certain transactions relating
to the Notes where at least one party is a financial institution, and at least one party is established in a
participating Member State. As a financial institution, the Issuer is, in certain circumstances, able to pass on any
such tax liabilities to holders of the Notes and therefore this may result in investors receiving less than expected
in respect of the Notes. The FTT could also be payable in relation to relevant transactions by investors in respect
of the Notes (including secondary market transactions) if conditions for a charge to arise are satisfied.
The mechanism by which the tax would be applied and collected is not yet known, but if the proposed FTT or
any similar tax is adopted, transactions in the Notes would be subject to higher costs, and the liquidity of the
market for the Notes may be diminished.
Therefore, prospective holders of Notes are advised to seek their own professional advice in relation to the
consequences of the FTT associated with subscribing for, purchasing, holding and disposing of the Notes.
U.S. legislative and regulatory changes could adversely affect our business and the value or liquidity of the
Notes.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), as well as other
post-financial crisis regulatory reforms in the United States, have increased costs, imposed limitations on
activities and resulted in an increased intensity in regulatory enforcement and fines across the banking and
financial services sector. The Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCP
Act”) was signed into law in May 2018 and is intended to, among other things, provide regulatory relief to
financial institutions with respect to certain Dodd-Frank provisions discussed below. In October 2019, the
Federal Reserve Board issued final regulations that implement the EGRRCP Act, which became effective on
December 31, 2019.
The Issuer and/or the Guarantor engage in transactions that are “swaps” or “security-based swaps” within the
meaning of Dodd-Frank, and both entities are, or will be, subject to clearing, capital, margin, business conduct,
reporting and/or recordkeeping requirements under Dodd-Frank that will result in additional regulatory burdens,
costs and expenses.
Regulatory requirements under Dodd-Frank and other financial services legislation could result in one or more
service providers or counterparties to the Issuer or the Guarantor resigning, seeking to withdraw, renegotiating
their relationship with the Issuer or the Guarantor, requiring the unilateral option to withdraw from transactions
or exercising any rights, to the extent such rights contractually exist, to withdraw from transactions. If any
service providers or counterparties resign or terminate such transactions, the Issuer or the Guarantor may incur
17
costs or losses and it may be difficult or impractical for the Issuer or the Guarantor to replace such service
providers, counterparties or transactions on similar terms.
In 2013, five U.S. federal financial regulators adopted final regulations to implement Section 619 of Dodd-Frank,
commonly referred to as the “Volcker Rule.” For additional information on the Volcker Rule, see the section
entitled “Governmental Supervision and Regulation—Governmental Supervision and Regulation of the Issuer
and the Guarantor in the United States—U.S. Financial Regulatory Reform.” The Volcker Rule imposes
significant limitations and costs on the Issuer and the Guarantor. The Volcker Rule contains a number of
exclusions and exemptions that permit the Issuer and the Guarantor to maintain certain trading and fund
businesses and operations. The Issuer has spent significant resources to develop a Volcker Rule compliance
program, as mandated by the Volcker Rule, and has modified its trading and fund businesses and operations,
including making changes necessary to comply with those exclusions and exemptions. In October 2019, the five
U.S. federal financial regulators adopted amendments to certain aspects of the regulation implementing the
Volcker Rule which became effective as of January 1, 2020, including the regulatory definition of proprietary
trading, the scope of permitted trading activities “solely outside the United States” and certain compliance
program requirements, in order to tailor the regulations to focus on banking entities with significant trading
activities, as determined by the Volcker Rule regulations. Banks have until the end of 2020 to make relevant
changes to their Volcker Rule compliance program.
Additionally, in January 2020, the U.S. federal financial regulators issued a proposed rule to amend certain
provisions of the Volcker Rule regulations relating to covered funds, including providing for new regulatory
exclusions to the definition of “covered fund” for credit funds, venture capital funds and certain other types of
funds, as well as providing permanent regulatory relief for qualifying foreign excluded funds that are treated as
“banking entities” for purposes of the Volcker Rule. Other changes that would be made by the proposed
rulemaking include, among other things, clarifying the definition of “ownership interest” to exclude certain
senior loans, senior debt, and other debt interests with certain creditor rights, permitting exempt loan
securitizations to hold a small percentage of non-loan assets, and excluding certain transactions between a
banking entity and a related covered fund from the prohibition on covered transactions under the Super 23A
provision of the Volcker Rule.
In 2014, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) issued a final
rule imposing enhanced prudential standards on certain U.S. banks and non-U.S. banks with a U.S. banking
presence, including the Issuer (the “EPS Rules”). The EPS Rules generally became effective with respect to the
Issuer on July 1, 2016. The EGRRCP Act is intended to, among other things, provide relief to financial
institutions from application of the EPS Rules by increasing the asset threshold for applying the enhanced
prudential standards to U.S. bank holding companies and foreign banking organizations (“FBOs”) from U.S.$50
billion in total consolidated assets to U.S.$250 billion in total consolidated assets. In October 2019, the Federal
Reserve Board issued final regulations, which became effective on December 31, 2019, that implement the
EGRRCP Act by tailoring the EPS Rules’ requirements for FBOs. Under the October 2019 final rules, the
Issuer, as an FBO with combined U.S. assets of between U.S.$100 billion and U.S.$250 billion but whose risk
profile does not currently meet the thresholds for more stringent enhanced prudential standards, remains subject
to enhanced prudential standards substantially similar to those to which the Issuer has previously been subject
under the EPS Rules prior to the adoption of the October 2019 final rules. For additional information on the EPS
Rules and the regulatory relief under the EGRRCP Act, see the section entitled “Governmental Supervision and
Regulation—Governmental Supervision and Regulation of the Issuer and the Guarantor in the United States—
U.S. Financial Regulatory Reform.”
Among other things, the EPS Rules require certain FBOs meeting a specified asset threshold to establish an
intermediate holding company (an “IHC”) in the United States to hold their U.S. subsidiaries. The Issuer is
required to comply with the EPS Rules, but is not required to establish an IHC in the U.S. under the current asset
threshold. If the Issuer were to exceed any then-applicable asset threshold and be required to establish an IHC,
the IHC would be subject to capital, liquidity, risk management and stress testing requirements applicable to
IHCs in the EPS Rules.

18
Regardless of whether the Issuer is required to establish an IHC, as an FBO with over U.S.$50 billion in
combined U.S. branch and non-branch assets, the Issuer is required to comply with certain capital and other
requirements in the EPS Rules, including a requirement to conduct liquidity stress testing of its combined U.S.
operations and to maintain a buffer of highly liquid assets sufficient for its U.S. branches, including the
Guarantor, to withstand a period of liquidity stress under the EPS Rules. This requirement could result in the
trapping of significant liquidity in the Issuer’s U.S. operations, which could deprive the Issuer of liquidity in
other parts of its business and result in significant and material costs to the Issuer. The EPS Rules also require
the Issuer to maintain an enhanced risk management framework for its U.S. operations and to provide
information on its compliance with home country risk-based capital and stress testing requirements.
The Notes may be subject to potential conflicts of interest.
The Issuer may from time to time be engaged in transactions involving one or more Reference Assets or
derivatives related to Reference Assets which may affect the market price, liquidity or value of the Notes and
which could be deemed to be adverse to the interests of the Noteholders.
Moreover, unless otherwise specified in the applicable Offering Memorandum Supplement, the Issuer is also the
Calculation Agent with regard to the Notes. Potential conflicts of interest may arise between the Calculation
Agent, if any, for any Notes Issue of Notes and the Noteholders, including with respect to certain determinations
and judgments that such Calculation Agent may make pursuant to the Offering Memorandum Supplement for
such Notes that may influence the amount receivable at maturity or upon redemption of the Notes. All
determinations and calculations made by the Calculation Agent will be at the sole discretion of the Calculation
Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on the Noteholders.
Consequently, the Issuer will have economic interests adverse to those of the Noteholders, including with respect
to certain determinations and judgments that the Issuer, acting as the Calculation Agent, must make that may
influence the amount receivable upon redemption of the Notes.
In addition, a conflict of interest (as defined by Rule 5121 of FINRA) may exist as SGAS, an affiliate of the
Issuer, may participate in the distribution of the Notes. See the section entitled “Plan of Distribution and
Conflicts of Interest.”
The Notes are new issues of securities, and there is no assurance that a trading market will develop or
continue or that it will be liquid.
The Notes are new issues of securities and have no established trading market and there can be no assurance that
a secondary market will develop in the future, or that if it develops, that such secondary market will be liquid.
The Issuer does not intend to apply for listing of the Notes on any securities exchange or for quotation through
any inter-dealer quotation system, or for trading in the PORTAL market. Under ordinary market conditions,
unless otherwise set forth in the applicable Offering Memorandum Supplement, SGAS (or another broker-dealer
affiliated with Société Générale) intends to maintain a secondary market in the Notes, however, neither SGAS
nor any of its affiliates has any obligation to provide a secondary market and may discontinue doing so at any
time. Unaffiliated third party broker-dealers may engage in market-making activities in the Notes; however,
such third parties do not have any obligation to provide such market-making activities, and may discontinue any
such activities at any time. The Issuer and its affiliates have no obligation to request or require any unaffiliated
third parties to provide or continue any market-making activities for the Notes or to provide a secondary market
for the Notes. Furthermore, the Guarantor is not obligated, under the terms of the Guarantee or otherwise, to
provide a secondary market in any Notes or to make or guarantee any payments with respect to any secondary
market transactions in any Notes. You may not be able to sell your Notes easily or at prices that will provide you
with a yield comparable to similar investments that have developed a secondary market. This is particularly the
case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific
investment objectives or strategies or have been structured to meet the investment requirements of limited
categories of investors. These types of Notes generally would have a more limited secondary market and more
price volatility than conventional debt securities. Illiquidity may have an adverse effect on the market value of
the Notes.

19
The liquidity and the market prices for the Notes can be expected to vary with changes in market and economic
conditions, the Issuer’s financial condition and prospects and other factors that generally influence the market
prices of securities.
The Notes and the Guarantee are not registered securities.
The Notes and the Guarantee are not registered under the Securities Act or under any state securities laws.
Unless specified otherwise in the applicable Offering Memorandum Supplement, the Notes and the Guarantee
are being offered pursuant to the registration exemption contained in Section 3(a)(2) of the Securities Act. The
Notes and the Guarantee may also, in conjunction with or independently from the exemption from registration
provided by Section 3(a)(2) of the Securities Act, be offered (i) in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act, (ii) in reliance on the exemption from registration provided by
Rule 144A or (iii) in reliance on Regulation S for offers outside the United States to non-U.S. persons. As a
result, the Section 4(a)(2) Notes, Rule 144A Notes or Regulation S Notes, as applicable, may not be offered,
sold, pledged or otherwise transferred except in a transaction exempt from, not subject to, the requirements of the
Securities Act and applicable state securities laws. See transfer and resale restrictions set forth in “Notice to
Investors” and any additional restrictions, if any, in the applicable Offering Memorandum Supplement. Due to
these transfer and resale restrictions you may be required to bear the risk of your investment for an indefinite
period of time. In addition, neither the SEC nor any state securities commission or regulatory authority has
recommended or approved the Notes or the Guarantee, nor has any such commission or regulatory authority
reviewed or passed upon the accuracy or adequacy of this Offering Memorandum or any applicable Offering
Memorandum Supplement.
Notes may be redeemable at the Issuer’s option.
The Notes may contain optional redemption features likely to limit their market value. During any period when
the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above
the price at which they can be redeemed. This also may be true prior to any redemption period if the market
believes that the Notes may become eligible for redemption in the near term.
If redemption at the option of the Issuer is specified in the applicable Pricing Supplement, the Issuer may elect to
redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor
generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest
rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors
should consider reinvestment risk in light of other investments available at that time.
Further, if the section “Description of the Notes—Additional Amounts” is specified as applicable in the relevant
Offering Memorandum Supplement for the Notes, in the event of certain changes in tax law or interpretation of
tax law requiring the Issuer or Guarantor to pay Additional Amounts in relation to any Notes, or in the event that
French law would prevent the payment of such Additional Amounts, the Issuer or the Guarantor may redeem all,
but not less than all, of the Notes then outstanding affected by such changes.
The Notes contain limited events of default.
The Trustee or the holders of at least the majority in aggregate principal amount of the Notes of the affected
Notes Issue may only give notice that such Notes are immediately due and repayable in a limited number of
events. Such events of default do not include, for example, a cross-default of the Issuer’s other debt obligations.
Please see “Description of the Notes—Events of Default and Remedies; Waiver of Past Defaults” in this Offering
Memorandum.
Changes in exchange rates and exchange controls could result in a substantial loss to you.
An investment in Notes denominated in U.S. dollars presents certain risks relating to currency conversions if
your financial activities are denominated principally in a currency other than U.S. dollars. These include the risk
that exchange rates may significantly change (including changes due to devaluation of the U.S. dollar or
revaluation of other currencies) and the risk that authorities with jurisdiction over another currency may impose

20
or modify exchange controls. An appreciation in the value of another currency relative to the U.S. dollar would
decrease (1) the equivalent yield on the Notes in such other currency, (2) the equivalent value of the principal
payable on the Notes in such other currency, and (3) the equivalent market value of the Notes in such other
currency. If a judgment or decree with respect to the Notes is awarded against the Issuer providing for payment
in a currency other than U.S. dollars, you may receive lower amounts than anticipated due to unfavorable
exchange rates. Government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal as measured in the investor’s currency.
The information set forth in this Offering Memorandum is directed to prospective purchasers of Notes who are
United States residents, except where otherwise expressly noted. The Issuer and the Guarantor disclaim any
responsibility to advise prospective purchasers who are residents of countries other than the United States
regarding any matters that may affect the purchase or holding of, or receipt of payments of principal, premium or
interest on, Notes. Such persons should consult their advisors with regard to these matters.

There are risks that certain benchmark rates may be administered differently or discontinued in the future,
including the potential phasing-out of LIBOR after 2021, which may adversely affect the trading market for,
value of and return on, Notes linked to a benchmark.

Rates and indices which are deemed to be “benchmarks” have been the subject of recent international, national
and other regulatory guidance and proposals for reform. Some of these reforms are already effective while
others are still to be implemented. These reforms may cause such benchmarks to perform differently from the
past or disappear entirely, or have other consequences that cannot be predicted.

The Benchmark Regulation EU 2016/1011 of June 8, 2016 on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds (the “Benchmark
Regulation”) is one of the key international proposals for reform of benchmarks. The Benchmark Regulation
entered into force on June 30, 2016, with the majority of its provisions applying from January 1, 2018. The
purpose of the Benchmark Regulation is to regulate the risk of manipulating the value of indices and to reduce
the risk of conflicts of interests arising. It aims at improving the quality (integrity and accuracy) of the input data
and the transparency of the methodologies used by administrators and at improving governance and controls of
both benchmark administrators’ and contributors’ activities. The scope of the Benchmark Regulation is wide
and, in addition to so-called “critical benchmark” indices (which are expected to include indices such as LIBOR
and EURIBOR), could also potentially apply to interest rate indices, as well as equity, commodity and foreign
exchange rate indices and other indices (including “proprietary” indices) which are referenced in listed financial
instruments or financial contracts or used to measure performance of investment funds. The Benchmark
Regulation could have a material impact on benchmark-linked securities, in particular, if the methodology or
other terms of a benchmark are changed in order to comply with the requirements of the Benchmark Regulation.
Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the
volatility of the published rate or level of the benchmark. In addition, the Benchmark Regulation stipulates that
each administrator of a benchmark regulated thereunder must be licensed by the competent authority of the
member state where such administrator is located. It cannot be ruled out that administrators of certain
benchmarks will fail to obtain a necessary license, preventing them from continuing to provide such benchmarks.
Other administrators may also cease the provision of certain benchmarks because of the additional costs of
compliance with the Benchmark Regulation and other applicable regulations.

Furthermore, LIBOR is the subject of ongoing regulatory reforms. Following the implementation of any of these
reforms, the manner of administration of LIBOR may change, with the result that it may perform differently than
in the past or be eliminated entirely, or there could be other consequences that cannot be predicted. More
broadly, any of the international or national reforms, or the general increased regulatory scrutiny of benchmarks,
could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and
complying with any such regulations or requirements.

For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it will no longer persuade
or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the “FCA
21
Announcement”). The FCA Announcement indicates that the continuation of LIBOR on the current basis
cannot and will not be guaranteed after 2021. At this time, it is not possible to predict the effect of any
establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United
Kingdom or elsewhere. Uncertainty as to the nature of such alternative reference rates or other reforms may
adversely affect the trading market for LIBOR-linked securities. The potential elimination of benchmarks, such
as LIBOR, the establishment of alternative reference rates or changes in the manner of administration of a
benchmark could also require adjustments to the terms of benchmark-linked securities and may result in other
consequences, such as interest payments that are lower than, or that do not otherwise correlate over time with,
the payments that would have been made on those securities if the relevant benchmark was available in its
current form. In particular, to the extent LIBOR is discontinued or is no longer quoted, the reference rate of such
securities may thereafter be determined in relation to a different benchmark.

Any of the above changes or any other consequential changes to benchmarks as a result of European Union,
United Kingdom, or other international, national, or other proposals for reform or other initiatives or
investigations, or any further uncertainty in relation to the timing and manner of implementation of such changes
could have a material adverse effect on the trading market for, value of and return on any Notes linked to a
benchmark.
U.S. Withholding Tax on Notes Treated as Indebtedness for U.S. Federal Income Tax Purposes.
A Noteholder may be required to provide documentation, including a U.S. tax certification (such as a relevant
IRS Form W-8), or any other information reasonably requested by the Issuer, Guarantor, paying agent, or other
intermediary if such person determines that such documentation or information is required to avoid any
applicable withholding tax. Failure to provide such documentation or information may result in the imposition
of U.S. withholding tax. A Noteholder will not be entitled to any additional amounts in the event such
withholding tax is imposed as a result of a failure to provide such documentation or information.
Tax Treatment of Certain Notes.
There is no direct legal authority as to the proper U.S. federal income tax treatment of Notes treated as other than
indebtedness for U.S. federal income tax purposes. Therefore, significant aspects of the U.S. federal income tax
treatment of such Notes are uncertain. In addition, members of Congress have introduced legislation that would
change the tax treatment of derivative contracts. As a result, Noteholders are urged to consult their tax advisors
as to the U.S. federal income tax consequences of an investment in such a Note. For a discussion of the U.S.
federal income tax consequences of your investment in such a Note, please see the section entitled “Taxation—
United States Federal Income Taxation—Tax Treatment of U.S. Holders—Treatment of the Notes Other Than as
Indebtedness for U.S. Federal Income Tax Purposes.”
Non-U.S. holders should note that, due to the uncertainty regarding the proper U.S. federal income tax treatment
of such Notes, persons having withholding responsibility in respect of such Notes may withhold on any Coupon
Payment paid to a non-U.S. holder, generally at a rate of 30%, or at a reduced rate specified by an applicable
income tax treaty under an “other income” or similar provision.
Dividend Equivalent Payments.
U.S. Treasury Regulations that apply to “dividend equivalent” payments may require withholding in respect of
Notes acquired by a non-U.S. holder in certain circumstances. To the extent that the Issuer has withholding
responsibility in respect of such Notes, unless stated otherwise in the applicable Offering Memorandum
Supplement, it intends to so withhold. Please see the discussion below under “Taxation—United States Federal
Income Taxation—Tax Treatment of Non-U.S. Holders—Dividend Equivalent Payments.” In the event
withholding applies, the Issuer will not be required to pay any additional amounts with respect to amounts
withheld.

22
 INFORMATION INCORPORATED BY REFERENCE

The following documents are incorporated by reference in, and form part of, this Offering Memorandum:
(i) the free English translation of the Issuer’s 2018 Registration Document (Document de référence), an
original French version of which was filed with the AMF on March 8, 2018 under No. D.18-0112 except
for (i) the inside cover page containing the AMF visa and the related textbox, (ii) the statement of the
person responsible for the registration document and the annual financial report made by Mr. Frédéric
Oudéa, Chief Executive Officer of Société Générale, page 556 and (iii) the cross reference table, pages
560-562 ((i), (ii) and (iii) together hereinafter, the “2018 Excluded Sections,” and the free English
translation of the Issuer’s 2018 Registration Document (Document de référence) without the 2018
Excluded Sections, hereinafter the “2018 Registration Document”);
(ii) the free English translation of the Issuer’s 2019 Registration Document (Document de référence), an
original French version of which was filed with the AMF on March 11, 2019 under No. D.19-0133
except for (i) the inside cover page containing the AMF visa and the related textbox, (ii) the statement of
the person responsible for the registration document and the annual financial report made by Mr.
Frédéric Oudéa, Chief Executive Officer of Société Générale, page 556, and (iii) the cross reference
table, pages 558-560 ((i), (ii) and (iii) together hereinafter, the “2019 Excluded Sections,” and the free
English translation of the Issuer’s 2019 Registration Document (Document de référence) without the
2019 Excluded Sections, hereinafter the “2019 Registration Document”);
(iii) the free English translation of the Issuer’s 2020 Universal Registration Document (Document
d’enregistrement universel), an original French version of which was filed with the AMF on March 12,
2020 under No. D.20-0122 except for (i) the cover page containing the AMF textbox, (ii) the statement
of the person responsible for the universal registration document made by Mr. Frédéric Oudéa, Chief
Executive Officer of Société Générale, page 568 and (iii) the cross reference tables, pages 570 to 572
((i), (ii) and (iii) together hereinafter, the “2020 Universal Registration Document Excluded
Sections”, and the free English translation of the 2020 Universal Registration Document without the
2020 Universal Registration Document Excluded Sections, hereinafter the “2020 Universal
Registration Document”);
(iv) the free English translation of the first amendment to the Issuer’s 2020 Universal Registration Document
(the “First Update to the 2020 Universal Registration Document”), an original French version of
which was filed with the AMF on May 7, 2020 under No. D.20-0122-A01, except for (i) the cover page
containing the AMF textbox, (ii) the statement of the person responsible for the universal registration
document made by Mr. Frédéric Oudéa, Chief Executive Officer of Société Générale, page 52 and (iii)
the cross reference tables, pages 54 to 56 ((i), (ii) and (iii) together hereinafter, the “2020 First Update
Excluded Sections”, and the free English translation of the first update to the 2020 Universal
Registration Document without the 2020 First Update Excluded Sections, hereinafter the “First Update
to the 2020 Universal Registration Document”); and
(v) any document indicated in any Offering Memorandum Supplement as being incorporated by reference
therein.
To the extent that the documents listed above themselves incorporate documents by reference, such additional
documents shall not be deemed incorporated by reference herein.
Certain documents incorporated by reference contain references to the credit ratings of the Issuer issued by
Moody’s Investor Service, Inc. (“Moody’s”), Fitch France S.A.S. and S&P Global Ratings France SAS
(“S&P”). As at the date of this Offering Memorandum, each of Moody’s, Fitch France S.A.S., and S&P is
established in the European Union or the United Kingdom and is registered under Regulation (EC) No
1060/2009 on credit rating agencies, as amended by Regulation (EU) No. 513/2011 (the “CRA Regulation”),
and is included in the list of registered credit rating agencies published on the website of the European Securities
and Markets Authority (www.esma.europa.eu).

23
The documents incorporated by reference in paragraphs (i), (ii), (iii) and (iv) above are direct and accurate
English translations of the original French version of such documents. The Issuer accepts responsibility for
correct translation.
We also incorporate by reference into this Offering Memorandum (i) any existing and future update to or
replacement filings in respect of any of the documents listed above, (ii) any existing and future interim or
updated financial information published by the Société Générale Group on an ongoing basis on its internet
website at http://www.societegenerale.com and (iii) any other documents published by the Société Générale
Group that specifically state they are being incorporated by reference into this Offering Memorandum.
IT IS IMPORTANT THAT YOU READ THIS OFFERING MEMORANDUM, THE APPLICABLE
OFFERING MEMORANDUM SUPPLEMENT AND THE DOCUMENTS INCORPORATED HEREIN
IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISION.
Incorporation by reference of the above-referenced documents means that the Issuer has disclosed important
information to you by referring you to such documents. The information incorporated by reference is deemed
part of this Offering Memorandum.
Any statement or information, as applicable, in a document incorporated or deemed to be incorporated by
reference in this Offering Memorandum shall be deemed to be modified or superseded to the extent that another
statement or other information contained in any other subsequently published document that also is or is deemed
to be incorporated by reference in this Offering Memorandum modifies or supersedes such earlier statement or
information. Any statement or information so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Offering Memorandum.
Copies of the documents incorporated by reference in this Offering Memorandum are available at the Société
Générale website http://usprogram.socgen.com or otherwise as set out above or upon request to SGAS as
described below.
Reference to each “uniform resource locator” or “URL” above is made as an inactive textual reference for
informational purposes only. Information other than that specified above and found at the website above is not
incorporated by reference into this Offering Memorandum.
We will furnish at no cost to each person, including any beneficial owner, to whom this Offering Memorandum
is delivered, at the request of such person, any subsequent financial statements prepared by us before the
termination of the sale of the Notes hereunder or a copy of any or all of documents of Société Générale described
above (in each case, other than exhibits to such documents which are not specifically incorporated therein by
reference). You may request a copy of these documents, excluding exhibits, by writing to SGAS at (as of the
date hereof) the following address: 245 Park Avenue, New York, NY 10167, Attention: Global Markets
Division or by telephoning SGAS at (212) 278-6000.
AVAILABLE INFORMATION
While any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3)
and the Issuer is neither subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Issuer will
make available, upon request, to any holder of Notes or prospective purchasers of Notes the information
specified in Rule 144A(d)(4) under the Securities Act.

24
 PRESENTATION OF FINANCIAL INFORMATION OF SOCIÉTÉ GÉNÉRALE

The Issuer maintains its financial books and records and prepares its financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union (“IFRS”) which differ in certain
important respects from generally accepted accounting principles in the United States (“U.S. GAAP”). The
Issuer makes use of the provisions of IAS 39 as adopted by the European Union for applying macro-fair value
hedge accounting (IAS 39 “carve-out”).
The Guarantor does not separately produce complete financial statements and is not subject to external audits by
independent auditors outside of the Issuer’s external audits. The Guarantor’s results of operations are reflected
in the financial statements of the Issuer and in the consolidated financial statements of the Group incorporated
herein by reference. Unless otherwise specified, any reference in this Offering Memorandum to the “Financial
Statements” is to the consolidated financial statements, including the notes thereto, of the Issuer and its
consolidated subsidiaries as of and for the years ended December 31, 2017, 2018 and 2019 and as of and for the
three months ended March 31, 2020 and 2019.
The Issuer publishes its consolidated financial statements in euros. See the section entitled “Exchange Rate and
Currency Information.”
In this Offering Memorandum, various figures and percentages have been rounded and, accordingly, may not
total.

25
 SELECTED FINANCIAL DATA

The selected financial data as of and for the years ended December 31, 2017, 2018 and 2019 and as of and for
the three months ended March 31, 2019 and 2020 has been derived from, and should be read together with, the
Issuer’s consolidated financial statements contained in the 2018 Universal Registration Document, the 2019
Registration Document and the 2020 Registration Document (including any updates thereto) incorporated by
reference in this Offering Memorandum.

Statement of Consolidated Income Data

Year ended Three months ended
December 31, March 31,
2017 2018 2019 2019 2020
(audited) (audited) (audited) (unaudited) (unaudited)
(in millions of EUR)
Interest and similar income ........................................................... 23,679 22,678 23,712 - -
Interest and similar expenses ........................................................ (13,263) (11,659) (12,527) - -
Fee income.................................................................................... 10,504 9,124 9,068 - -
Fee expense .................................................................................. (3,681) (3,600) (3,811) - -
Net gains and losses on financial transactions (1) .......................... 5,826 5,189 4,460 - -
Net income of insurance activities ................................................ - 1,724 1,925 - -
Income from other activities ......................................................... 22,045 10,761 11,629 - -
Expenses from other activities ...................................................... (21,156) (9,012) (9,785) - -
Net banking income .................................................................... 23,954 25,205 24,671 6,191 5,170

Operating expenses ....................................................................... (17,838) (17,931) (17,727) (4,789) (4,678)

Gross operating income .............................................................. 6,116 7,274 6,944 1,402 492

Cost of risk ................................................................................... (1,349) (1,005) (1,278) (264) (820)

Operating income ....................................................................... 4,767 6,269 5,666 1,138 (328)
Net income from investments accounted for using the equity
method .......................................................................................... 92 56 (129) - -
Net income/expenses from other assets ........................................ 278 (208) (327) (51) 80
Impairment losses on goodwill ..................................................... 1 - - - -
Earnings before tax ....................................................................... 5,138 6,117 5,210 - -
Income tax (2) ................................................................................ (1,708) (1,304) (1,264) (255) 46
Consolidated net income (2) ........................................................ 3,430 4,813 3,946 - -
Non-controlling interests .............................................................. 624 692 698 - -
Net income, group share (2)......................................................... 2,806 4,121 3,248 686 (326)
____________
Notes:
(1) This amount includes dividend income.
(2) The amounts have been restated following the first time application of an amendment to IAS 12 “Income Taxes”.

26
Consolidated Balance Sheet Data
As of December 31, As of March 31,
2017 2018 2019 2020
(audited) (audited) (audited) (unaudited)
(in billions of EUR)
Cash, due from central banks ....................................................... 114.4 96.6 102.3 132.4
Financial assets measured at fair value through profit or loss 419.7 365.6 385.7 464.6
Hedging derivatives ..................................................................... 13.6 11.9 16.8 20.2
Financial assets at fair value through other comprehensive
income ...................................................................................... n/a 50.0 53.2 55.5
Available-for-sale assets .............................................................. 140.0 n/a n/a n/a
Securities at amortized cost ......................................................... n/a 12.0 12.5 12.8
Due from banks at amortized cost ............................................... 60.9 60.6 56.4 63.2
Customer loans at amortized cost ................................................ 425.2 447.2 450.2 461.8
Revaluation differences on portfolios hedged against
interest rate risk ........................................................................... 0.7 0.3 0.4 0.4
Investments of insurance companies............................................ n/a 146.8 164.9 156.5
Held-to-maturity financial assets ................................................. 3.6 n/a n/a n/a
Tax assets..................................................................................... 6.0 5.8 5.8 5.6
Other assets .................................................................................. 60.6 67.4 68.0 95.9
Non-current assets held for sale ................................................... 0.0 13.5 4.5 3.7
Investments accounted for using the equity method .................... 0.7 0.2 0.1 0.1
Tangible and intangible fixed assets (1) ........................................ 24.8 26.8 30.7 30.2
Goodwill ...................................................................................... 5.0 4.7 4.6 4.7
Total assets ................................................................................. 1,275.1 1,309.4 1,356.3 1,507.7

Due to central banks .................................................................... 5.6 5.7 4.1 9.8

Financial liabilities at fair value through profit or loss ................ 368.7 363.1 364.1 447.4
Hedging derivatives ..................................................................... 6.8 6.0 10.2 11.5
Debt securities issued .................................................................. 103.2 116.3 125.2 139.6
Due to banks ................................................................................ 88.6 94.7 107.9 115.6
Customer deposits........................................................................ 410.6 416.8 418.6 442.6
Revaluation differences on portfolios hedged against 6.0 5.3 6.7 8.1
interest rate risk ...........................................................................
Tax liabilities (2) ........................................................................... 1.7 1.2 1.4 1.4
Other liabilities (3) ....................................................................... 69.1 76.6 85.1 108.9
Non-current liabilities held for sale ............................................. n/a 10.5 1.3 0.8
Underwriting reserves of insurance companies ........................... 131.0 n/a n/a n/a
Insurance contracts related liabilities ........................................... n/a 129.5 144.3 135.5
Provisions .................................................................................... 6.1 4.6 4.4 4.0
Subordinated debt ........................................................................ 13.6 13.3 14.5 15.0
Total liabilities............................................................................ 1,211.1 1,243.6 1,287.7 1,440.2
Shareholders’ equity, Group share .......................................... 59.4 61.0 63.5 62.6
Non-controlling interests ............................................................. 4.7 4.8 5.0 4.9
Total liabilities and shareholders’ equity ................................. 1,275.1 1,309.4 1,356.3 1,507.7
_________
Notes:
(1) As a result of the application of IFRS 16 “Leases” as from January 1, 2019, the Group has recorded a right-of-use asset under
“Tangible and intangible assets” that represents its rights to use the underlying leased assets.
(2) Since January 1, 2019, provisions for income tax adjustments are presented under “Tax liabilities” as a consequence of the
application of IFRIC 23 “Uncertainties over income tax treatments”.
(3) As a result of the application of IFRS 16 “Leases” as from January 1, 2019, the Group has recorded a lease liability under
“Other liabilities” that represents the obligation to make lease payments.

Prudential Capital Ratio Information (unaudited)

As of December 31, As of March 31,
2019 2020
18.3%, including 18.0%, including 3.1%
Total capital ratio (Tier 1 and Tier 2)............................................................ 3.2% of Tier 2 capital of Tier 2 capital

27
 CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the Issuer’s consolidated capitalization as of March 31, 2020, on a historical basis.
The figures set out in the following table have been extracted from the Issuer’s consolidated financial statements
as of and for the three months ended March 31, 2020 incorporated by reference in this Offering Memorandum.
As of March 31,
2020
(in billions of EUR)
Debt securities issued ..........................................................................................................................................
139.6
Subordinated debt ................................................................................................................................................
15.0
Total debt securities issued ...............................................................................................................................
154.6
62.6(1)
Shareholders’ equity, Group share .......................................................................................................................
4.9(1)
Non-controlling interests .....................................................................................................................................
67.5(1)
Total equity ........................................................................................................................................................
Total capitalization ............................................................................................................................................
222.1
_________
Notes:
(1) More details are provided in the table “Consolidated Balance Sheet” on page 20 of the First Update to the 2020 Universal
Registration Document.

The Notes, when issued, will be accounted for as debt securities.

Since March 31, 2020 the Issuer has, among others, issued or redeemed, as applicable, the following capital
securities:

• redeemed on June 3, 2020 CNY 1,200,000,000 Tier 2 bonds issued in 2015; and

• announced on April 28, 2020 the early redemption at first call date on June 12, 2020 of JPY
13,300,000,000 tier 2 notes issued in 2015.
Except as set forth above in this section, there has been no material change in the capitalization of the Group
since March 31, 2020.
The Issuer and its subsidiaries issue medium to long term debt, in France and abroad, on a continuous basis as
part of their funding plan.

28
 BUSINESS DESCRIPTION OF THE ISSUER AND GUARANTOR

Certain Information regarding the Issuer and the Société Générale Group
Société Générale, the Issuer of the Notes, was originally incorporated on May 4, 1864 as a joint-stock company
and authorized as a bank. It is currently registered in France as a French limited liability company (société
anonyme). The Issuer was nationalized along with other major French commercial banks in 1945. In July 1987,
the Issuer was privatized through share offerings in France and abroad. The Issuer is governed by Articles L.
210-1 et seq. of the French Commercial Code (Code de commerce) as a French public limited company and by
other rules and regulations applicable to credit institutions and investment service providers.
The Société Générale Group is an international banking and financial services group based in France. It includes
numerous French and foreign banking and non-banking companies.
The Group is organized into three divisions: French Networks, which includes the Group’s retail banking
networks in France; International Banking and Financial Services, which includes its international networks,
specialized financial services and insurance; and Global Banking and Investor Solutions, which includes its
corporate and investment banking and private banking, global investment management and services.
The Group is engaged in a broad range of banking and financial services activities, including retail banking,
deposit taking, lending and leasing, asset management, securities brokerage services, investment banking, capital
markets activities and foreign exchange transactions. The Group also holds (for investment) minority interests in
certain industrial and commercial companies. The Group’s customers are served by its extensive network of
domestic and international branches, agencies and other offices located in 62 countries as of March 31, 2020.
The Issuer is registered in the French Commercial Register (Registre du commerce et des sociétés) under no.
552 120 222 R.C.S. Paris. The Issuer’s head office is 29, boulevard Haussmann, 75009 Paris, France. Its
administrative offices are at Tour Société Générale, 17 Cours Valmy, 92972 Paris-La Défense, France. Its
telephone number is +33 (0)1 42 14 20 00.
The Issuer’s shares are listed on the regulated market of Euronext in Paris (deferred settlement market,
continuous trading group A, share code 13080). They are also traded in the United States under an American
Depositary Receipt (ADR) program.
This Offering Memorandum contains a brief overview of the Group’s principal activities and organizational
structure and selected financial data concerning the Group. For further information on the Group’s core
businesses, organizational structure and most recent financial data, please refer to the 2020 Universal
Registration Document and the First Update to the 2020 Universal Registration Document incorporated by
reference herein.
The Guarantor
The Guarantor is the New York branch of Société Générale. The Guarantor was established in January 1979
primarily to engage in commercial banking business, including making loans, accepting wholesale deposits,
issuing letters of credit and receiving and transmitting money. It primarily provides long-term commercial and
industrial loans to Société Générale relationship clients in the United States.
The Issuer is licensed by the Superintendent under the NYBL to maintain the Guarantor as a New York branch
and the Guarantor is subject to supervision, examination and regulation by the New York Department of
Financial Services (the “NYDFS”) and the Board. The system of banking regulation and supervision to which
the Guarantor is subject is substantially equivalent to that applicable to banks doing business in the State of New
York and chartered under the laws of that State or the federal laws of the United States of America. The
Guarantor is not insured by the FDIC. For more information on the regulation and supervision of the Guarantor,
please see the section entitled “Governmental Supervision and Regulation—Governmental Supervision and
Regulation of the Issuer and the Guarantor in the United States.”

29
The executive offices of the Guarantor are currently located at 245 Park Avenue, New York, NY 10167. Its
telephone number is (212) 278-6000.

30
 GOVERNMENTAL SUPERVISION AND REGULATION

Governmental Supervision and Regulation of the Issuer in France

The French Banking System
The French banking system consists primarily of privately-owned banks and financial institutions, as well as
certain state-owned banks and financial institutions, all of which are subject to a common body of banking laws
and regulations.
All French credit institutions are required to belong to a professional organization or central body affiliated with
the French Credit Institutions and Investment Firms Association (Association française des établissements de
crédit et des entreprises d’investissement), which represents the interests of credit institutions, payment
institutions and investment firms, in particular in their dealings with public authorities, provides consultative
advice, draws up business conduct guidelines, disseminates information and studies and recommends actions on
questions relating to banking and financial services activities. Most French banks, including Société Générale,
are members of the French Banking Federation (Fédération bancaire française) which is itself affiliated with the
French Credit Institutions and Investment Firms Association.
French Consultative and Supervisory Bodies
The French Monetary and Financial Code (Code monétaire et financier) sets forth the conditions under which
credit institutions, including banks, may operate. The Code monétaire et financier vests related supervisory and
regulatory powers in certain administrative authorities.
The Financial Sector Consultative Committee (Comité consultatif du secteur financier) is made up of
representatives of financial institutions (such as credit institutions, electronic money institutions, payment
institutions, investment firms, insurance companies and insurance brokers) and client representatives. This
committee is a consultative organization that studies the relations between financial institutions and their
respective clientele and proposes appropriate measures in this area.
The Consultative Committee on Financial Legislation and Regulations (Comité consultatif de la législation et de
la réglementation financières) reviews, at the request of the Minister of the Economy, any draft bills or
regulations, as well as any draft EU directives or regulations relating to the insurance, banking, payment and
investment services industry other than those draft regulations relating to, or falling within the jurisdiction of, the
AMF.
The Banking and Financial Regulation Law (Loi n°2010-1249 de régulation bancaire et financière) of October
22, 2010 created the Financial Regulation and Systemic Risk Council (Conseil de régulation financière et du
risque systémique), composed of the Minister of the Economy and representatives from the Banque de France
and of financial sector supervisors. This newly-created body is intended to improve risk prevention and better
coordinate French regulatory action both at the European and global level. Following enactment of the banking
law No. 2013-672 of July 26, 2013 on separation and regulation of banking activities (loi de séparation et de
régulation des activités bancaires), this body was renamed the High Council for Financial Stability (Haut
Conseil de stabilité financière) and designated as the authority in charge of macro-prudential supervision.
Pursuant to European Union regulations establishing a single supervisory mechanism for the Eurozone and opt-
in countries, the European Central Bank (“ECB”) became the supervisory authority for large European credit
institutions and banking groups, including Société Générale, on November 4, 2014. This supervision is expected
to be carried out in France in close cooperation with the ACPR (in particular with respect to reporting collection
and on-site inspections). The ACPR has retained its competence for anti-money laundering and conduct of
business rules (consumer protection).
The ECB is exclusively responsible for prudential supervision, which includes, among others, the power to (i)
authorize and withdraw authorization; (ii) assess acquisition and disposal of holdings in other credit institutions;
(iii) ensure compliance with all prudential requirements laid down in general EU banking rules; (iv) set, where

31
necessary, higher prudential requirements for certain credit institutions to protect financial stability under the
conditions provided by EU law and (v) impose robust corporate governance practices and internal capital
adequacy. The ACPR will, on the other hand, continue to be responsible for supervisory matters not conferred to
the ECB, such as consumer protection, money laundering, payment services and branches of third country banks.
Subject to direct supervisory powers which may be attributed to the ECB on certain subject matters, the ACPR
supervises financial institutions and insurance undertakings and is in charge of ensuring the protection of
consumers and the stability of the financial system. The ACPR is chaired by the Governor of the Banque de
France. Following enactment of the banking law No. 2013-672 of July 26, 2013, the ACP was also designated
as the French resolution authority and became the ACPR.
Subject to direct supervisory powers which may be attributed to the ECB on certain large credit institutions, as a
licensing authority, the ACPR makes individual decisions, grants banking and investment firm licenses and
grants specific exemptions as provided in applicable banking regulations. As a supervisory authority, it is in
charge of supervising, in particular, credit institutions, financing companies and investment firms (other than
portfolio management companies which are supervised by the AMF). It monitors compliance with the laws and
regulations applicable to such credit institutions, financing companies and investment firms, and controls their
financial standing. Banks are required to submit to the ACPR periodic (monthly, quarterly or semi-annually)
accounting reports concerning the principal areas of their business. The ACPR may also request additional
information it deems necessary and carry out on-site inspections. These reports and controls allow a close
monitoring by the ACPR of the financial condition of each bank and also facilitate the calculation of the total
deposits of all banks and their use. Where regulations have been violated, the ACPR may impose administrative
sanctions, which may include warnings, financial sanctions and deregistration of a bank resulting in its winding-
up. The ACPR has also the power to appoint a temporary administrator to temporarily manage a bank that it
deems to be mismanaged. These decisions of the ACPR may be appealed to the French Administrative Supreme
Court (“Conseil d’Etat”). Insolvency proceedings may be initiated against banks or other credit institutions,
financing companies, or investment firms only after prior permission by the ACPR. See the risk factor entitled
“Risk Factors—Risks Generally Applicable to the Notes—Your return may be limited or delayed by the
insolvency of Société Générale” for a brief description of French insolvency proceedings.
Market Supervision
The AMF regulates the French financial markets. It publishes regulations which set forth regulatory duties of
financial markets operators, investment services providers (credit institutions authorized to provide investment
services and investment firms) and issuers of financial instruments offered to the public in France. The AMF is
also in charge of granting licenses to portfolio management companies and exercises disciplinary powers over
them. It may impose sanctions against any person violating its regulations. Such sanctions may be appealed to
the Paris Court of Appeal, except in the case of sanctions against financial markets professionals which may be
appealed to the Conseil d’Etat.
Banking Regulations
The European transposition of the Basel III framework was adopted by European Council and Parliament and
published in the Official Journal on June 27, 2013. Regulation (EU) 2013/575 of the European Parliament and of
the Council on prudential requirements for credit institutions and investment firms dated June 26, 2013 (the
“Capital Requirements Regulation”) contains the detailed prudential requirements for credit institutions and
investment firms while the Capital Requirements Directive covers areas where EU provisions need to be
transposed by Member States in a way suitable to their respective environments. The Capital Requirements
Directive entered into force on January 1, 2014. After a transitional period with respect to capital buffers which
occurred from January 1, 2016 to December 31, 2018, all the provisions of Capital Requirements Directive have
been applicable since January 1, 2019. The Capital Requirements Directive V amending the Capital
Requirements Directive as regards to exempted entities, financial holding companies, mixed financial holding
companies, remuneration, supervisory measures and powers and capital conservation measures and the Capital
Requirements Regulation II amending the Capital Requirements Regulation as regards to the leverage ratio, the
net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk,

32
exposure to central counterparties, exposures to collective investment undertakings, large exposures, reporting
and disclosure requirements, have been published in the Official Journal of the European Union on June 7, 2019
and came into force on June 27, 2019. Member States have 18 months after the entry into force of the Capital
Requirements Directive V to implement it into their national law, and the Capital Requirements Regulation II
will be applicable, subject to certain exceptions, two years after its entry into force.
On December 7, 2017, the Basel Committee published revised standards that finalize the Basel III post-crisis
regulatory reforms. The reforms include the following elements: (i) a revised standardized approach for credit
risk, which will improve the robustness and risk sensitivity of the existing approach, (ii) revisions to the internal
ratings-based approach for credit risk, where the use of the most advanced internally modeled approaches for
low-default portfolios will be limited, (iii) revisions to the CVA framework, including the removal of the
internally modeled approach and the introduction of a revised standardized approach, (iv) a revised standardized
approach for operational risk, which will replace the existing standardized approaches and the advanced
measurement approaches, (v) revisions to the measurement of the leverage ratio and a leverage ratio buffer for
G-SIBs, which will take the form of a Tier 1 Capital buffer set at 50% of a G-SIB’s risk-weighted capital buffer
and (vi) an aggregate output floor, which will ensure that banks’ RWAs generated by internal models are no
lower than 72.5% of RWAs as calculated by the Basel III framework’s standardized approaches. The
implementation of the amendments to the Basel III framework within the European Union may go beyond the
Basel Committee standards and provide for European specificities.
The revised standards were originally expected to take effect from January 1, 2022 and be phased in over five
years. Following the outbreak of the COVID-19, the Basel Committee’s oversight body, the Group of Central
Bank Governors and Heads of Supervision have announced that the implementation date of the Basel III
standards has been deferred by one year to January 1, 2023 and the accompanying transitional arrangements for
the output floor has also been extended by one year to January 1, 2028. The date of entry into force of the full
package will depend upon the European transposition.
Liquidity Ratios
The Basel Committee recommended the implementation of two standardized regulatory liquidity ratios, the
Liquidity Coverage Ratio (“LCR”) and the Net Stable Funding Ratio (“NSFR”). On January 7, 2013, the Basel
Committee published an updated version of the LCR and also published an updated version of the NSFR on
October 31, 2014. In implementing these ratios, the Basel Committee’s objective is to guarantee the viability of
banks over periods of one month and one year into the future under intense stress conditions.
In Europe, the liquidity ratios were introduced in the Capital Requirements Regulation and supplemented by the
delegated act of the Commission dated October 10, 2014 focused on LCR. The reporting requirements started in
March 2014 on an individual and consolidated basis and by significant currencies. Since January 2018, the LCR
requirement is 100%.
In accordance with the recommendations of the Basel Committee, the Capital Requirements Regulation II will
introduce the binding NSFR set at a minimum level of 100%. It aims at addressing the excessive reliance on
short-term wholesale funding and reducing long-term funding risk. It will be applicable in June 2021.
Elements of the LCR are required to be reported on a monthly basis, and elements of the NSFR on a quarterly
basis.
Over the past few years, Société Générale has been working diligently to prepare for these pending regulatory
changes.
Capital Ratios
French credit institutions are required to maintain minimum capital to cover their credit, market, counterparty
and operational risks. Since January 1, 2014, pursuant to the Capital Requirements Regulation, credit institutions
are required to maintain a minimum total capital ratio of 8%, a Tier 1 capital ratio of 6% and a minimum
Common Equity Tier 1 capital ratio of 4.5%, each to be obtained by dividing the institution’s relevant eligible

33
regulatory capital by its risk-weighted assets. Furthermore, they must comply with certain Common Equity Tier
1 buffer requirements, including a capital conservation buffer of 2.5% that has been applicable to all institutions
since January 1, 2019, as well as other Common Equity Tier 1 buffers to cover countercyclical and systemic
risks. In France, on June 29, 2018, the High Council for Financial Stability (Haut Conseil de Stabilité
Financière or the “HCSF”) raised the rate for the countercyclical buffer from 0% to 0.25% of French credit
risk-weighted assets. On January 23, 2019, the HCSF confirmed the entry into force in France of this
countercyclical capital buffer requirement at 0.25% starting on July 1, 2019 and on March 18, 2019 the HCSF
raised the countercyclical capital buffer from 0.25% to 0.5%, starting on April 2, 2020. On April 1, 2020, in the
context of the COVID-19 pandemic, the HSCF decreased the rate the countercyclical buffer to 0%, with
immediate effect and until further notice. The countercyclical capital buffer is calculated as the weighted
average of the countercyclical buffer rates that apply in all countries where the relevant credit exposures of the
Group are located.
A G-SIB that does not meet one of these requirements will be subject to the associated minimum capital
conservation requirement (expressed as a percentage of earnings).
The Capital Requirements Regulation II also includes a leverage ratio requirement of 3% (applicable in 2021) on
top of which G-SIB will also have to comply with a Tier 1 capital buffer set at 50% of the G-SIB buffer.
The Capital Requirements Regulation II also impose an additional requirement for large institutions to monitor
and report part of the leverage exposure on a higher frequency than under the current applicable rules (i.e., on a
daily average or monthly basis).
In addition to the “Pillar 1” “own funds” and buffer capital requirements described above, CRD IV provides that
competent authorities may require additional “Pillar 2” capital to be maintained by an institution relating to
elements of risks which are not fully captured by the minimum “own funds” requirements (“additional own
funds requirements”) or to address macro-prudential requirements.
The EBA published guidelines on December 19, 2014 addressed to competent authorities on common procedures
and methodologies for the supervisory review and evaluation process (“SREP”) which contained guidelines
proposing a common approach to determining the amount and composition of additional own funds requirements
and which were implemented with effect from January 1, 2016. Under these guidelines, competent authorities
should set a composition requirement for the additional own funds requirements to cover certain risks of at least
56% Common Equity Tier 1 capital and at least 75% Tier 1 capital. The guidelines also contemplate that
competent authorities should not set additional own funds requirements or other capital measures where the same
risk is already covered by specific capital buffer requirements and/or additional macro-prudential requirements;
and, accordingly, the “combined buffer requirement” (as discussed below) is in addition to the minimum own
funds requirement and to the additional own funds requirements.
In December 2019, the ECB notified the Issuer that the level of additional requirement in respect of Pillar 2
would remain unchanged at 1.75% as from January 1, 2020. Taking into account the different additional
regulatory buffers, the minimum requirement in respect of the Common Equity Tier 1 ratio that would trigger the
maximum distributable amount mechanism under article 141 of CRD IV would be approximately 10.03% as
from January 1, 2020 (including 0.27% of countercyclical buffers). The regulatory CET1 fully-loaded ratio of
the Issuer at December 31, 2019 was 12.7% (12.8% pro forma), which is above the ECB requirements stated
above. The supervisory authorities of the ECB (single supervisory mechanism) announced in March 2020
exceptional temporary measures in connection with the COVID-19 crisis. The ECB will therefore be flexible in
the use of certain capital and liquidity buffers. The SSM also advanced to March 31, 2020 the implementation of
a provision in CRD V relating to the capital requirement under Pillar 2 requirement. This provision allows the
share of the Pillar 2 requirement cushion to be covered by CET1 instruments to be reduced from 100% to 56%.
Under Article 141 of the CRD IV and, after the implementation of BRRD II, under the BRRD, the maximum
distributable amount serves, if applicable, as an effective cap on payments and distributions. In the event of a
breach of the combined buffer requirement under Article 141(2) of the CRD IV (broadly, the combination of the
capital conservation buffer, the institution-specific counter-cyclical buffer and the higher of (depending on the
institution) the systemic risk buffer, the global systemically important institutions buffer and the other
34
systemically important institution buffer, in each case as applicable to the institution) or in the event of a breach
of the combined buffer requirement, when considered in addition to the MREL requirement, under Article 16a of
the BRRD II (when applicable at the end of 2020), the restrictions on payments and distributions, if any, will be
scaled according to the extent of the breach of the combined buffer requirement and calculated as a percentage of
the institution’s profits for the relevant period. Such calculation will result in a maximum distributable amount
for the relevant period. As an example, the scaling is such that in the bottom quartile of the “combined buffer
requirement,” no “discretionary distributions” will be permitted to be paid. As a consequence, in the event of
breach of the “combined buffer requirement” it may be necessary to reduce discretionary payments, including
potentially exercising the discretion to cancel (in whole or in part) interest payments in respect of the Notes.
The CRD V includes also a new article 141a which better clarifies, for the purpose of restriction on distributions,
the relationship between the additional own funds requirements, and the minimum own funds requirements and
the combined buffer requirements. Under this new provision, an institution such as the Issuer may be considered
as failing to meet the combined buffer requirement for the purpose of Article 141 of CRD IV where it does not
have own funds and eligible liabilities in an amount and of the quality needed to meet at the same time the
requirement defined in Article 128(6) of the CRD IV (i.e., the combined buffer requirement) as well as each of
the minimum own funds requirements and the additional own funds requirements.
The new article 16a which has been included in the BRRD clarifies the stacking order between the combined
buffer requirement and the MREL requirements. Pursuant to this new provision, which will be applicable after
implementation of BRRD II in the national rules, a resolution authority shall have the power to prohibit an entity
from distributing more than the maximum distributable amount for own fund and eligible liabilities (calculated in
accordance with Article 16a(4) of the BRRD II, the “M-MDA”) where the combined buffer requirement, when
considered in addition to the MREL requirements is not met. Article 16a envisages a nine-month grace period
whereby the resolution authority is compelled to exercise its power under the provisions (subject to certain
limited exceptions).
CRD IV also includes a requirement for credit institutions to calculate, report, monitor and publish their leverage
ratios, defined as their Tier 1 capital as a percentage of their total exposure measure. During the observation
period for its introduction, the leverage ratio – using the Basel III standard – is required to be maintained at a
level of at least 3%. This requirement will be harmonized at EU level under the Capital Requirements
Regulation. Until it is harmonized, the regulators may apply such measures as they consider appropriate.
Furthermore, a new Article 141b has been included in the CRD V which introduces a restriction on distributions
in the case of a failure to meet the leverage ratio buffer, with provision for a new leverage ratio maximum
distributable amount to be calculated (the “L-MDA”).
The L-MDA and the M-MDA aim to limit the aggregate amount of dividends, payments on additional Tier 1
instruments and variable remunerations.
In addition to these requirements, the principal regulations applicable to deposit banks such as Société Générale
concern large exposure ratios (calculated on a quarterly basis), risk diversification and liquidity, monetary policy,
restrictions on equity investments and reporting requirements as detailed below. In the various countries in
which the Group operates, it complies with the specific regulatory ratio requirements in accordance with
procedures established by the relevant supervisory authorities.
Credit institutions must satisfy certain restrictions relating to concentration of risks (large exposure ratio) and in
this respect, shall not incur an exposure, after taking into account the effect of certain credit risk mitigation, to a
client or a group of connected clients the value of which exceeds 25% of its eligible capital, and with respect to
exposures to certain financial institution, the higher of 25% of the credit institution’s eligible capital and, €150
million. Certain individual exposures may be subject to specific regulatory requirements. The Capital
Requirements Regulation II includes an amendment according to which that ratio is calculated as a percentage of
the Tier 1 capital of the relevant Credit institution and G-SIB exposures to other G-SIBs is limited to 15% of the
G-SIB’s Tier 1 capital.

35
French credit institutions are required to maintain on deposit with the ECB a certain percentage (fixed by the
ECB) of various categories short-term instruments (such as deposits, debt securities and money market papers
with a maturity of up to two years) as minimum reserves. The required reserves are remunerated at a level
corresponding to the average interest rate of the main refinancing operations of the European System of Central
Banks over the maintenance period weighted by the number of days over the period.
French credit institutions are subject to restrictions on equity investments. Subject to specified exemptions for
certain short-term investments and investments in financial institutions and insurance companies, no “qualifying
shareholding” held by credit institutions may exceed 15% of the eligible capital of the concerned credit
institution, and the aggregate of such qualifying shareholdings may not exceed 60% of the eligible capital of the
concerned credit institution. An equity investment is a qualifying shareholding for the purposes of these
provisions if it represents more than 10% of the share capital or voting rights of the company in which the
investment is made or if it provides, or is acquired with a view to providing, a “significant influence” (influence
notable—within the meaning of the relevant French rules, presumed when the credit institution controls at least
20% of the voting rights) in such company.
Only licensed credit institutions are permitted to engage in banking activities on a regular basis. In addition,
credit institutions licensed as banks may engage in ancillary banking activities on a regular basis. Non-banking
activities may be carried out by credit institutions, subject, however, to certain conditions and provided that the
annual aggregate revenues from those activities may not exceed 10% of total net revenues.
Examination
The ECB examines the detailed periodic (monthly or quarterly) statements and other documents that large
deposit banks are required to submit to the ECB to ensure compliance by these banks with applicable
regulations. In the event that such examination reveals a material adverse change in the financial condition of a
bank, an inquiry would be made by the ECB, which could be followed by an inspection of the bank. The ECB
may also carry out paper-based and/or on-site inspections of banks.
Reporting Requirements
In addition to the detailed periodic reporting mentioned above, credit institutions must also report monthly to the
ECB the names and related amounts of certain customers (companies and individuals engaged in professional
non-salaried activities) which feed the Analytical credit dataset (ANACREDIT) of ECB. In turn, the database
makes available to the reporting institution a list stating such customers’ total outstanding loans from all
reporting credit institutions.
Credit institutions must make periodic accounting and prudential reports, collectively referred to as SURFI, to
the ACPR. These templates comprise principally statements of the activity of the concerned institution during
the relevant period (situation) to which are attached exhibits that provide a more detailed breakdown of the
amounts involved in each category, financial statements and certain additional data relating to operations
(indicateurs d’activité). In addition to these domestic reporting obligations, credit institutions must also file
periodic reports with the ACPR within the European Financial Reporting Framework (FINREP) and Common
Reporting Framework (COREP) in relation to consolidated IFRS financial reporting and the applicable solvency
and liquidity ratio.
Deposit Guarantee Scheme
All credit institutions operating in France (except branches of EEA credit institutions, which are covered by their
home country’s deposit guarantee scheme) are required to be members of the deposit guarantee and resolution
fund (fonds de garantie des dépôts et de résolution). Domestic retail customer deposits and corporate client
deposits, with the exception of regulated entities and institutional investors, are covered up to an amount of
EUR100,000 per retail customer or per corporate client, as applicable, and per credit institution. The financial
compulsory contribution of each credit institution to the deposit guarantee fund is determined by the ACPR on
the basis of the amount of guaranteed deposits of each member considering its risk profile. The ACPR also had
to implement the EBA’s Guidelines on contributions and payment commitments on deposit guarantee schemes
36
dated May 28, 2015, by December 31, 2015. In November 2015, the European Commission issued a proposal for
a European Deposit Insurance Scheme, which, when adopted, will establish a single deposit insurance fund for
Eurozone banks.
Resolution Fund
All credit institutions of the Eurozone contribute to the Single Resolution Fund managed by the SRB. The
Single Resolution Fund has replaced national resolution funds implemented under the BRRD. Where necessary,
the Single Resolution Fund may be used to ensure the efficient application of resolution tools and the exercise of
the resolution powers conferred to the SRB. Contributions are calculated in accordance with the provisions of
the Commission delegated Regulation (EU) 2015/63 of October 21, 2014 and the Council implementing
Regulation (EU) 2015/81 of December 19, 2014. The Single Resolution Fund will be gradually built up during
an eight-year period (2016/2023) to reach 1% of the covered deposits by December 31, 2023.
Additional Funding
The Governor of the Banque de France, as chairman of the ACPR, can, after soliciting the opinion of the ECB,
request that the shareholders of a credit institution in financial difficulty fund this credit institution in an amount
that may exceed their initial capital contribution. However, except if they agree otherwise, credit institution
shareholders have no legal obligation to do so and, as a practical matter, such a request would likely be made
only to holders of a significant portion of the credit institution’s share capital.
Internal Control Procedures
French credit institutions are required to establish appropriate internal control procedures, including, with respect
to risk management, remuneration policies and compensation of board members, executive officers and market
professionals, the creation of appropriate audit trails and the identification of transactions entered into with
managers or principal shareholders. Such procedures must include a system for controlling operations and
internal procedures (including compliance monitoring systems), an organization of accounting and information
processing systems, systems for measuring risks and results, systems for supervising and monitoring risks
(including in particular cases where credit institutions use outsourcing facilities), a documentation and
information system and a system for monitoring flows of cash and securities. Such procedures must be adapted
by credit institutions to the nature and volume of their activities, their size, their establishments and the various
types of risks to which they are exposed. Internal systems and procedures must notably set out criteria and
thresholds that allow spotting certain incidents as “significant” ones. In this respect, any fraud generating a gain
or loss of a gross amount superior to 0.5% of the Tier 1 capital is deemed significant provided that such amount
is greater than €10,000.
In particular, with respect to credit risks, each credit institution must have a credit risk selection procedure and a
system for measuring credit risk that permit centralization of the institution’s on-balance and off-balance sheet
exposure and for assessing different categories of risk using qualitative and quantitative data. With respect to
market risks, each credit institution must have systems for monitoring, among other things, its proprietary
transactions that permit the credit institution to record on at least a day-to-day basis foreign exchange
transactions and transactions in the trading book (portefeuille de négociation), and to measure on at least a day-
to-day basis the risks resulting from positions in the trading book in accordance with the capital adequacy
regulations. Overall interest rate risks, intermediation risks and liquidity and settlement risks must also be
closely monitored by credit institutions. Société Générale’s audit committee is responsible for, among other
things, monitoring risk management policies, procedures and systems.
Each credit institution must prepare yearly reports to be reviewed by the institution’s board of directors, its audit
committee (if any), its statutory auditors and the ACPR regarding the institution’s internal procedures, the
measurement and monitoring of the risks to which the credit institution is exposed, and the credit institution’s
remuneration policies.

37
Compensation Policy
French credit institutions and investment firms are required to ensure that their compensation policy is
compatible with sound risk management principles. A significant fraction of the compensation of employees
whose activities may have a significant impact on the bank’s risk exposure must be performance-based, and a
significant fraction of this performance-based compensation must be non-cash and deferred. The aggregate
amount of variable compensation must not hinder the bank’s capacity to strengthen its capital base if needed.
Furthermore, recently enacted legislative and regulatory reforms in Europe will significantly change the structure
and amount of compensation paid to certain employees, particularly in the corporate and investment banking
sector. The new rules, which were transposed into French legislation on November 5, 2014, will apply to
variable compensation awards for the 2014 performance year and will prohibit the award of bonuses that exceed
the fixed compensation of these employees (or two times their fixed compensation, subject to shareholder
approval).
Anti-Money Laundering
French law issued from European legislation requires French credit institutions to investigate unusual
transactions and, if necessary, to report transactions or amounts registered in their accounts which appear to, or
are suspected to, come from any criminal activity (provided that the criminal penalty is equal to or exceeds a
one-year prison term) to a special governmental agency (TRACFIN).
The French Code monétaire et financier also requires French credit institutions to establish “know your
customer” procedures allowing identification of the customer (as well as the beneficial owner) in any transaction,
to maintain internal procedures and controls necessary to comply with these legal obligations and to identify and
assess the risks of money laundering and terrorist financing, taking into account risk factors including those
relating to their customers, countries or geographic areas, products, services, transactions or delivery channels.
In France, according to Article L. 562-2 of the French Code monétaire et financier, the Minister of the
Economy and Finance and the Minister of the Interior can jointly force financial institutions to freeze, during six
months (renewable) all or any of the assets, financial instruments and economic resources held by persons or
firms committing, facilitating or financing, or trying to commit, facilitate or finance, acts of terrorism.
Moreover, European regulations oblige banks to freeze the financial assets, or to block transactions, of any
person that appears on the official lists of terrorist suspects.
The Group has implemented standard risk-based procedures designed to fight money laundering, such
procedures being applicable to all entities within the Group around the world.
Resolution Framework in France and European Bank Recovery and Resolution Directive
The BRRD entered into force on July 2, 2014. As a Directive, the BRRD is not directly applicable in France and
had to be transposed into national legislation. The French ordonnance No. 2015-1024 of August 20, 2015
transposed the BRRD into French law and amended the French Code monétaire et financier for this purpose.
The French ordonnance has been ratified by law No. 2016-1691 dated December 9, 2016 (Loi n°2016-1691 du 9
décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie
économique) which also incorporates provisions which clarify the implementation of the BRRD. BRRD II,
which amends the BRRD as regards to the loss-absorbing and recapitalization capacity of credit institutions and
investment firms, was published in the Official Journal of the European Union on June 7, 2019 and came into
force on June 27, 2019. Member States have 18 months after such entry into force to implement the BRRD II
into their national law.
The stated aim of the BRRD is to provide the relevant Resolution Authority with a credible set of tools and
powers, including the ability to apply the Bail-in Tool, as defined below, to address banking crises pre-emptively
in order to safeguard financial stability and minimize taxpayers’ exposure to losses.

38
The powers provided to the Resolution Authority in the BRRD and the SRM Regulation (as defined below)
include write-down/conversion powers to ensure that capital instruments (including subordinated debt
instruments) and eligible liabilities (including senior debt instruments such as the Notes) absorb losses of the
issuing institution that is subject to resolution in accordance with a set order of priority (referred to as the Bail-in
Tool). Accordingly, the BRRD contemplates that the Resolution Authority may require the write-down of such
capital instruments and eligible liabilities in full on a permanent basis, or convert them in full into Common
Equity Tier 1 instruments. The BRRD provides, among other things, that the Resolution Authority shall exercise
the write-down/conversion power in a way that results in (i) Common Equity Tier 1 instruments being written
down first in proportion to the relevant losses, (ii) thereafter, the principal amount of other capital instruments
being written down or converted into Common Equity Tier 1 instruments and (iii) thereafter, bail-inable
liabilities (including senior debt instruments such as the Notes) being written down or converted in accordance
with a set order of priority. Following such a conversion, the resulting Common Equity Tier 1 instruments may
also be subject to the application of the Bail-in Tool.
In addition to the Bail-in Tool, the BRRD provides the Resolution Authority with broader powers to implement
other resolution measures with respect to institutions that meet the conditions for resolution, which may include
(without limitation) the sale of the institution’s business, the creation of a bridge institution, the separation of
assets, the replacement or substitution of the institution as obligor in respect of debt instruments, modifications to
the terms of debt instruments (including altering the maturity and/or the amount of interest payable and/or
imposing a temporary suspension on payments) and discontinuing the listing and admission to trading of
financial instruments. The BRRD provides that, for a limited period of time, resolution authorities will have the
power to suspend payment and delivery obligations pursuant to any contract to which an institution is a party in
certain circumstances, including where the institution is failing or likely to fail.
If the conditions for resolution are met by a particular credit institution, the Resolution Authority may apply
resolution tools such as removing management and appointing an interim administrator, selling the business of
the institution under resolution, setting up a bridge institution or an asset management vehicle and, critically,
applying the Bail-in Tool which consists of write-down or conversion powers with respect to capital instruments
(including subordinated debt instruments) and bail-inable liabilities (including senior debt instruments such as
the Notes), according to their ranking set out in Article L. 613-55-5 of the French Code monétaire et financier.
For the avoidance of doubt, in the event of the application of the Bail-in Tool, (i) the outstanding amount of the
Notes may be reduced, including to zero, (ii) the Notes may be converted into ordinary shares or other
instruments of ownership, and (iii) the terms may be varied (e.g., the maturity and/or interest payable may be
altered and/or a temporary suspension of payments may be ordered). Extraordinary public financial support
should only be used as a last resort after having assessed and exploited, to the maximum extent practicable, the
resolution measures, including the Bail-in Tool.
The conditions for resolution under Article L. 613-49 II of the French Code monétaire et financier are deemed
to be met when:
(a) the Resolution Authority or the relevant supervisory authority determines that the institution is
failing or likely to fail, which means situations where:
(i) the institution infringes/will in the near future infringe the requirements for continuing
authorization; and/or
(ii) the institution is/will be in the near future unable to pay its debts or other liabilities as
they fall due; and/or
(iii) the institution requires extraordinary public financial support (except when
extraordinary public financial support is provided in the form defined in Article L. 613-
48 III of the French Code monétaire et financier); and/or
(iv) the assets of the institution are/will be in the near future less than its liabilities.

39
 (b) there is no reasonable prospect that any measure other than a resolution measure would prevent
the failure within a reasonable timeframe; and
(c) a resolution measure is necessary for the achievement of the resolution objectives and winding
up of the institution under normal insolvency proceedings would not meet those resolution
objectives to the same extent.
The Resolution Authority could also, independently of a resolution measure or in combination with a resolution
measure, write-down or convert capital instruments (including subordinated debt such as additional tier 1
instruments and tier 2 instruments) into ordinary shares or other instruments of ownership when it determines
that the institution or its group will no longer be viable unless such write down or conversion power is exercised
or when the institution requires extraordinary public financial support (except when extraordinary public
financial support is provided in the form defined in Article L. 613-48 III, 3° of the French Code monétaire et
financier).
Before taking a resolution measure or exercising the power to write down or convert relevant capital instruments,
the Resolution Authority shall ensure that a fair, prudent and realistic valuation of the assets and liabilities of the
institution is carried out by a person independent from any public authority.
When taking a resolution measure, the Resolution Authority must consider the following objectives: (i) ensure
the continuity of critical functions, (ii) avoid a significant adverse effect on financial stability, (iii) protect public
funds by minimizing reliance on extraordinary public financial support and (iv) protect client funds and client
assets, in particular covered depositors. The deposit guarantee and resolution fund (described above) may also
intervene to assist in the resolution of failing institutions.
It should be noted that the Resolution Authority’s resolution powers have been superseded by the SRB since
January 1, 2016, with respect to all aspects relating to the decision-making process and the national resolution
authorities designated under the BRRD continue to carry out activities relating to the implementation of
resolution schemes adopted by the SRB. The SRB acts in close cooperation with the Resolution Authority.
Recovery and Resolution Plans
French credit institutions must draw up and maintain recovery plans (plans préventifs de rétablissement) that, for
large credit institutions such as the Issuer, are reviewed by the ECB and which provide for measures to be taken
by the institutions to restore their financial position following a significant deterioration of their financial
situation. Such plans must be updated on a yearly basis (or immediately following a significant change in an
institution’s organization, business or financial condition). The ECB must assess the recovery plan to determine
whether it could in practice be effective, and, as necessary, can request changes in an institution’s organization.
The Resolution Authority is in turn required to prepare resolution plans (plans préventifs de résolution) which
provide for the resolution measures which the Resolution Authority may take, given its specific circumstances,
when the institution meets the conditions for resolution.
MREL and TLAC
Since January 1, 2016, French credit institutions (such as the Issuer) have to meet, at all times, MREL pursuant
to Article L. 613-44 of the French Code monétaire et financier. The MREL requirements shall be expressed as
a percentage of the total liabilities and own funds of the institution. The MREL aims at ensuring that credit
institutions have sufficient loss absorption and recapitalization capacity to meet the resolution objectives, and
avoiding institutions structuring their liabilities in a manner that impedes the effectiveness of the Bail-in Tool.
On November 9, 2015, the FSB published the final principles and the FSB TLAC Term Sheet regarding the
TLAC of G-SIBs, such as the Issuer, in resolution. The FSB principles seek to ensure that G-SIBs will have
sufficient loss absorbing capacity available in a resolution of such an entity, in order to minimize any impact on
financial stability, ensure the continuity of critical functions and avoid exposing taxpayers to loss. On July 6,
2017, the FSB issued guiding principles on the internal TLAC of G-SIBs. The TLAC requirements are expected
to be complied with since January 1, 2019 in accordance with the FSB principles. The TLAC requirements

40
impose a level of “Minimum TLAC” that will be determined individually for each G-SIB in an amount at least
equal to (i) 16%, plus applicable buffers, of risk weighted assets through January 1, 2022 and 18%, plus
applicable buffers, thereafter and (ii) 6% of the Basel III leverage ratio denominator through January 1, 2022 and
6.75% thereafter (each of which could be extended by additional firm-specific requirements). However,
according to the Capital Requirements Regulation II, European Union G-SIBs, such as the Issuer, have to
comply with TLAC requirements, on top of the MREL requirements, as from the entry into force of such
regulation in addition to capital requirements applicable to the Issuer. At the date of this Offering Memorandum,
the Issuer is above its MREL and TLAC requirements.
More broadly, the Capital Requirements Regulation II and the BRRD II, among other things, give effect to the
FSB TLAC Term Sheet and modify the requirements applicable to MREL.
When the BRRD II will be implemented into national laws, European banks will have to comply with the
reshaped MREL requirement, which will remain bank-specific but with a strong component in junior
instruments.
As part of these reforms, on December 27, 2017, the Directive 2017/2399 which amends the BRRD as regards
the ranking of unsecured debt instruments in insolvency hierarchy was released in the Official Journal of the EU.
Steps Taken towards Achieving an EU Banking Union
Banking union is expected to be achieved through new harmonized banking rules (the single rulebook) and a
new institutional framework with stronger systems for both banking supervision and resolution that are managed
at the European level. Its two main pillars are the Single Supervision Mechanism (“SSM”) and the SRM
Regulation, as amended by Regulation (EU) No. 2019/877 dated May 20, 2019 (the “SRM Regulation II”).
SRM Regulation II amends the SRM Regulation as regards the loss absorbing and recapitalization capacity of
credit institutions and investment firms; it was published in the Official Journal of the European Union on June
7, 2019, came into force on June 27, 2019 and will be applicable as from 18 months after such entry into force.
The SSM is expected to assist in making the banking sector more transparent, unified and safer.
The SSM is provided for under Regulation (EU) No. 1024/2013 and represents a significant change in the
approach to bank supervision at a European and global level. In the coming years, the SSM is expected to work
to establish a new supervisory culture importing best practices from the 19 supervisory authorities that are part of
the SSM. Several steps have already been taken in this regard such as the publication by the EBA of the guide to
banking supervision dated November 2014 and the creation of the SSM Framework Regulation. In addition, this
new body represents an extra cost for the financial institutions that will fund it through payment of supervisory
fees.
The other main pillar of the EU banking union is the SRM Regulation, the main purpose of which is to ensure a
prompt and coherent resolution of failing banks in Europe at minimum cost. The SRM Regulation, which was
passed on July 15, 2014, and has been fully applicable since January 1, 2016, establishes uniform rules and a
uniform procedure for the resolution (including the Bail-in Tool) of credit institutions and certain investment
firms in the framework of the SRM Regulation and a Single Resolution Fund. Since January 1, 2016, the Single
Resolution Fund is also in place, funded by contributions from European credit institutions in accordance with
the methodology approved by the Council of the European Union.
In accordance with the provisions of the SRM Regulation, when applicable, the SRB, has replaced the national
resolution authorities designated under the BRRD with respect to all aspects relating to the decision-making
process and the national resolution authorities designated under the BRRD continue to carry out activities
relating to the implementation of resolution schemes adopted by the SRB. The provisions relating to the
cooperation between the SRB and the national resolution authorities for the preparation of the banks’ resolution
plans have applied since January 1, 2015 and the SRM Regulation has been fully operational since January 1,
2016.

41
Regulatory Responses to the COVID-19 pandemic in France and at European level
In response to the COVID-19 global pandemic, the French government has adopted specific emergency
measures. A law adopted in France on March 23, 2020 and amended on May 11, 2020 established a health state
of emergency (état d’urgence sanitaire), giving the French Government the power to adopt extraordinary
measures by ordonnance and decree-law to mitigate the economic effects of the pandemic and the resulting
disruption of businesses. In accordance with this above-mentioned law, the French Government adopted
Ordonnance no. 2020-306 dated March 25, 2020, as amended by Ordonnance no. 2020-427 dated April 15,
2020 and Ordonnance no. 2020-560 dated May 13, 2020, relating to the extension of expired time periods and
the adaptation of procedures during the health state emergency (ordonnance relative à la prorogation des délais
échus pendant la période d’urgence sanitaire et à l’adaptation des procédures pendant cette même période). In
particular, article 4 thereof (i) suspends, among other things, the ability to terminate a contract or accelerate an
obligation during the period commencing on March 12, 2020 and ending on June 23, 2020 (such period, the
“Suspension Period”) and (ii) postpones the starting point of any such provision (including any grace period
provided therein) by a term equal to the period starting on the date on which the relevant obligation is created
and ending on the date it becomes due, if such date falls within the Suspension Period. Further, legislation and
regulatory action adopted in France in response to the COVID-19 crisis includes, among other things, a €300
billion program of State guarantees for loans to French businesses and the suspension of certain taxes and social
charges, as well as partial subsidies for businesses that pay employees who are unable to work on a full-time
basis.

At the European level, institutions have communicated on several measures to manage the impact of COVID-19
on the EU banking sector. The ECB announced a number of measures to ensure that its directly supervised
banks can continue to fulfil their role in funding the real economy as the economic effects of the COVID-19
pandemic become apparent, such as the introduction of (i) additional longer-term refinancing operations and the
adoption of more favorable terms to existing longer term refinancing operations, and (ii) additional €120 billion
of net asset purchases to be distributed until the end of 2020. The ECB also decided to launch, by two decisions
dated March 24, 2020 and June 4, 2020 respectively, a new €1,350 billion pandemic emergency purchase
program (“PEPP”) of public and private sector securities to counter the serious effects of the COVID-19
outbreak and the escalating spread of the COVID-19 pandemic. The PEPP includes all asset categories eligible
under the pre-existing asset purchase program and also expands the categories of eligible assets. The PEPP will
last until the ECB’s governing council determines the COVID-19 crisis is over, and in any case will not end
before the end of June 2021.

In its statement on March 12, 2020, the EBA announced that it would postpone EU-wide stress tests to 2021 in
order to allow banks to prioritize operational continuity, including support for their customers. The EBA
recommended that competent national authorities plan supervisory activities in a pragmatic and flexible way and
where possible, postpone deadlines for required supervisory reporting without affecting the reporting of crucial
information needed to monitor closely bank’s financial and prudential situation. On March 12, 2020, the ECB
Banking Supervision announced temporary capital and operational relief (in particular banks can fully use capital
and liquidity buffers, including Pillar 2 guidance, and benefit from relief in the composition of capital for Pillar 2
requirements). Given that these and other European and national response measures continue to evolve in
response to the global spread of COVID-19, this section is presented as of the date of this Offering Memorandum
and the situation may change, possibly significantly, at any time.
Governmental Supervision and Regulation of the Issuer and the Guarantor in the United States
Banking and Related Activities
The Issuer is licensed by the Superintendent under the NYBL to maintain the Guarantor as a New York state-
licensed branch, and the Guarantor is examined and regulated by the NYDFS and the Federal Reserve Board. As
a New York-licensed branch of a foreign bank, the Guarantor is subject to a system of banking regulation and
supervision that is substantially equivalent to that applicable to a bank chartered under the laws of the State of
New York.

42
The Issuer conducts banking activities in the United States through its New York branch office (the Guarantor), a
branch office in Chicago, an agency office in Dallas and multiple representative offices. Each of these offices is
licensed by the state banking authority in the state in which the office is located and is subject to regulation and
examination by its licensing authority and the Federal Reserve Board.
Under the NYBL and regulations adopted thereunder, the Guarantor must deposit, with banks in the State of
New York, high-quality eligible assets that are pledged to the Superintendent for certain purposes. The
Superintendent is also empowered to require a New York branch of a foreign bank to maintain in New York
specified assets equal to such percentage of the branch’s liabilities as the Superintendent may designate. This
percentage is currently set at 0%, although the Superintendent may impose specific asset maintenance
requirements upon individual branches on a case-by-case basis. The Superintendent has not prescribed such a
requirement for the Guarantor.
The Guarantor is subject to the NYDFS cybersecurity regulation. Under that regulation, covered entities such as
banks chartered by the Superintendent and the branch offices of foreign banks licensed by the Superintendent are
required to maintain a cybersecurity program that includes, among other requirements, naming a qualified
individual to serve as chief information security officer, encrypting nonpublic information where feasible (or,
where infeasible, using alternative data controls), reporting and recordkeeping, and certifying annually to the
Superintendent the covered entity’s compliance with the cybersecurity regulation.
In addition to being subject to various state laws and regulations, the Issuer’s U.S. operations, including those of
the Guarantor, are subject to federal banking laws and regulations, including the Bank Secrecy Act, as amended
(the “BSA”), the International Banking Act of 1978, as amended (the “IBA”), the Bank Holding Company Act
of 1956, as amended (the “BHCA”), and Dodd-Frank, as discussed in the section entitled “—U.S. Financial
Regulatory Reform” below.
The IBA establishes the examination authority of the Federal Reserve Board in its capacity as the Issuer’s
primary federal regulator. Under the IBA, all branches and agencies of foreign banks in the United States are
subject to reporting and examination requirements of the Federal Reserve Board similar to those imposed on
domestic U.S. banks. In addition, as a result of its U.S. banking presence, the Issuer also is subject to reporting
to, and supervision and examination by, the Federal Reserve Board.
Among other things, the IBA provides that a state-licensed branch or agency of a foreign bank, such as the
Guarantor, may not engage in any type of activity that is not permissible for a federally-licensed branch or
agency of a foreign bank unless the Federal Reserve Board has determined that such activity is consistent with
sound banking practice. A state-licensed branch must also comply with the same single borrower (or issuer)
lending and investment limits applicable to a federal branch or agency. These limits are based on the foreign
bank’s capital worldwide and, in the case of a foreign bank with multiple U.S. branches or agencies (such as the
Issuer), the foreign bank must aggregate the business of all of its U.S. branches and agencies in determining
compliance with these limits. As amended by Dodd-Frank, the lending limits applicable to the Guarantor
include credit exposures that arise from derivative transactions, repurchase and reverse repurchase agreements
and securities lending and securities borrowing transactions with the same counterparty. The Guarantor also is
subject to certain quantitative limits and qualitative restrictions under sections 23A and 23B of the Federal
Reserve Act and Regulation W of the Federal Reserve Board on the extent to which it may lend to or engage in
certain other “covered transactions” with affiliates engaged in certain securities, insurance and merchant banking
activities in the United States or with a merchant banking portfolio company that is directly or indirectly
controlled by the Issuer or a subsidiary of any such affiliate. In general, these transactions must be on terms that
would ordinarily be offered to unaffiliated entities and are subject to volume limits and other requirements, and
any such transactions that involve extensions of credit or credit exposure must be secured by designated amounts
of specified collateral.
On December 17, 2019, the Issuer and the Guarantor entered into a written agreement (the “Written
Agreement”) with the Reserve Bank following the discovery of transactions conducted in violation of sections
23A and 23B of the Federal Reserve Act and Regulation W of the Federal Reserve Board (collectively, the
“Affiliate Transaction Requirements”). Pursuant to the Written Agreement, the Issuer and the Guarantor

43
agreed, among other things, to submit (i) a written governance plan to strengthen oversight of the Guarantor’s
compliance risk management program; (ii) a written plan to enhance the Guarantor’s compliance risk
management program; and (iii) enhancements to the Guarantor’s audit program with respect to auditing the
compliance risk management program. The Written Agreement also provides that the Reserve Bank may require
an independent consultant to review the Guarantor’s compliance with the Affiliate Transaction Requirements.
Furthermore, the Federal Reserve Board may terminate the activities of a U.S. branch or agency of a foreign
bank if it finds that:
• The foreign bank is not subject to comprehensive supervision on a consolidated basis in its home country
and the home country supervisor is not making demonstrable progress in establishing arrangements for
the consolidated supervision of the foreign bank;
• There is reasonable cause to believe that such foreign bank, or an affiliate, has violated the law or
engaged in an unsafe or unsound banking practice in the United States and, as a result, continued
operation of the branch or agency would be inconsistent with the public interest and purposes of the
federal banking laws; or
• For a foreign bank that presents a risk to the stability of the United States financial system, the home
country of the foreign bank has not adopted, or made demonstrable progress toward adopting, an
appropriate system of financial regulation to mitigate such risk.
If the Federal Reserve Board were to use this authority to close the Guarantor, creditors of the Guarantor would
have recourse only against the Issuer, unless the Superintendent or other regulatory authorities were to make
alternative arrangements for the payment of the liabilities of the Guarantor.
The BHCA imposes significant restrictions on the Issuer’s U.S. non-banking operations and on its worldwide
holdings of equity in companies which directly or indirectly operate in the United States. In general, the
activities conducted by a foreign bank’s non-bank subsidiaries in the United States are limited to those activities
determined by the Federal Reserve Board to be closely related to banking. Qualifying bank holding companies
and foreign banks that elect to be treated as a “financial holding company,” such as the Issuer, are also permitted
to engage through U.S. non-bank subsidiaries in a broader range of activities that are financial in nature in the
United States, including, among other things, underwriting, dealing in and making a market in securities;
providing financial, investment and other advisory services, including to investment companies; acting as
principal, agent or broker in connection with insurance activities; engaging in merchant banking activities,
including acquiring shares or ownership interests of a company engaged in any non-banking activity; and other
financial activities provided under Section 4(k) of the BHCA.
The Issuer became a financial holding company in August 2000. To qualify as a financial holding company, the
Issuer was required to certify and demonstrate that the Issuer was “well capitalized” and “well managed” (in
each case, as defined by Federal Reserve Board regulations). These standards, as applied to the Issuer, are
comparable to the standards U.S. domestic bank holding companies must satisfy to qualify as financial holding
companies. If, at any time, the Issuer were no longer to be well capitalized or well managed or otherwise were to
fail to meet any of the requirements for the Issuer to maintain its financial holding company status, then the
Issuer may be required to discontinue certain activities, to cease engaging in new activities that are financial in
nature or in making new investments or to terminate its U.S. banking operations. The Federal Reserve Board
may consider a financial holding company not to be well managed as a result of any enforcement action taken
against the financial holding company, such as the written agreement and the consent orders entered into by the
Issuer and the Guarantor, as discussed in the section below entitled “—Anti-Money Laundering, Economic
Sanctions and Other Regulatory Actions.”
Under the BHCA, the Issuer is required to obtain the prior approval of the Federal Reserve Board before
acquiring, directly or indirectly, the ownership or control of 5% or more of any class of voting securities of any
U.S. bank, bank holding company or certain other types of U.S. depository institutions or depository institution
holding companies. The Guarantor is also restricted from engaging in certain “tying” arrangements involving
products and services.
44
The Guarantor’s deposits are not, and are neither required nor permitted to be, insured by the FDIC. In general,
subject to certain exceptions, the Guarantor is not permitted to accept initial domestic deposits having a balance
of less than U.S.$250,000.
Superintendent Authority to Take Possession of and Liquidate a New York Branch
The NYBL authorizes the Superintendent to take possession of the business and property of a foreign bank’s
New York branch that is licensed by the Superintendent under certain circumstances, including:
• Violation of any law;
• Conduct of business in an unauthorized or unsafe manner;
• Capital impairments;
• Suspension of payment of obligations;
• Initiation of liquidation proceedings against the foreign bank in its jurisdiction of domicile or elsewhere;
or
• If there is reason to doubt the foreign bank’s ability or willingness to pay in full certain claims of its
creditors.
Pursuant to the NYBL, when the Superintendent takes possession of a NYDFS-licensed branch of a foreign
bank, it succeeds to the branch’s assets, wherever located, and the non-branch assets of the foreign bank located
in New York (collectively, the “New York Assets”). In liquidating or dealing with a branch’s business after
taking possession of the branch, the Superintendent will accept for payment out of the New York Assets only the
claims of creditors (unaffiliated with the foreign bank) that arose out of transactions with the branch (without
prejudice to the rights of such creditors to be satisfied out of other assets of the foreign bank) and only to the
extent those claims represent an enforceable legal obligation against such branch as if such branch were a
separate legal entity. After such claims are paid, together with any interest thereon, and the expenses of the
liquidation have been paid or properly provided for, the Superintendent would turn over the remaining New York
Assets, if any, in the first instance, to other offices of the foreign bank that are being liquidated in the United
States, upon the request of the liquidators of those offices, in the amounts which the liquidators of those offices
demonstrate are needed to pay the claims accepted by those liquidators and any expenses incurred by the
liquidators in liquidating those other offices of the foreign bank. After any such payments are made, any
remaining New York Assets would be turned over to the principal office of the foreign bank, or to the foreign
bank’s duly appointed domiciliary liquidator or receiver.
Anti-Money Laundering, Economic Sanctions and Other Regulatory Actions
In recent years, a major focus of U.S. policy and regulation relating to financial institutions has been to combat
money laundering, and terrorist financing, and to assure compliance with U.S. economic sanctions in respect of
designated countries, territories, individuals and entities. In 2001, the U.S. Congress enacted the USA PATRIOT
Act, which amended the BSA and imposed significant new anti-money laundering (“AML”) compliance
program requirements on U.S. banks and other financial institutions, including the U.S. branches, agencies and
representative offices of foreign banks. Those requirements include record-keeping and customer identification
requirements, a system of internal controls to ensure compliance, designation of chief AML compliance officer,
independent testing for compliance and a training program for appropriate personnel. The USA PATRIOT Act
also expanded the government’s powers to freeze or confiscate assets and increased the available penalties that
may be assessed against financial institutions. The USA PATRIOT Act required the U.S. Treasury Secretary to
adopt regulations with respect to AML and related compliance obligations of financial institutions. The U.S.
Treasury Secretary delegated this authority to the Financial Crimes Enforcement Network (“FinCEN”). Under
FinCEN regulations, including the Customer Due Diligence Rule that became effective in May 2018, the AML
compliance program requirements for banks also include maintaining appropriate risk-based procedures that are
reasonably designed to (i) identify and verify the identity of customers, (ii) identify and verify the identity of
certain beneficial owners of their legal entity customers, (iii) understand the nature and purpose of customer
45
relationships for the purpose of developing a customer risk profile, and (iv) conduct ongoing monitoring to
identify and report suspicious transactions, and on a risk basis, to maintain and update customer information.
The AML compliance requirements of the USA PATRIOT Act and other applicable legislation, as implemented
by FinCEN, impose obligations on the Issuer and the Guarantor that include, among other things maintaining
appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist
financing, to identify and verify the identity of their customers and of certain beneficial owners of legal entity
customers, report suspicious transactions, implement due diligence procedures for certain correspondent and
private banking accounts and otherwise to comply with FinCEN regulations.
The Issuer and the Guarantor must also comply with the regulations of the U.S. Department of Treasury’s Office
of Foreign Assets Control (“OFAC”). OFAC administers and enforces economic and trade sanctions against
targeted foreign countries, individuals, entities and organizations in order to carry out U.S. foreign policy and
national security objectives. Generally, the regulations require that property and interests in property of specified
targets be blocked and prohibit direct and indirect trade and financial transactions relating to sanctioned countries
or sanctioned parties unless a license has been issued by OFAC. Blocked assets and rejected transactions must
be reported to OFAC.
The Guarantor is also subject to state AML and sanctions compliance requirements, including an AML
regulation implemented by the NYDFS that requires certain New York financial institutions, including New
York-licensed branches and agencies of foreign banks, to maintain programs to monitor and filter transactions
for potential BSA and AML violations and to prevent transactions with sanctioned entities. The NYDFS also
requires regulated institutions to submit to the NYDFS a board resolution or senior officer compliance finding on
an annual basis confirming steps taken to ascertain compliance with the regulation.
Failure of the Issuer (including the Guarantor) to maintain and implement adequate programs to combat money
laundering and terrorist financing, and to comply with U.S. economic sanctions, could have serious legal and
reputational consequences.
On December 14, 2017, the Issuer and the Guarantor consented to the issuance of a cease and desist order (the
“FRB AML Order”) by the Federal Reserve Board, based on examinations by the Federal Reserve Bank of
New York (the “Reserve Bank”) of the Issuer’s and the Guarantor’s AML compliance program. On November
19, 2018, the Issuer and Guarantor separately consented to the issuance of an AML consent order by the NYDFS
(the “NYDFS AML Order”). Pursuant to the FRB AML Order and the NYDFS AML Order, the Issuer and the
Guarantor agreed, among other things, to (i) submit a written governance plan designed to achieve full
compliance with federal laws, rules and regulations relating to AML, including improvements to internal
controls and information systems; (ii) retain an independent third party to conduct a comprehensive review of the
Issuer’s and the Guarantor’s compliance with such laws, rules and regulations; and (iii) submit an enhanced
AML compliance program, an enhanced customer due diligence program and a suspicious activity monitoring
and reporting program. In addition, pursuant to the NYDFS AML Order, the Issuer and Guarantor agreed to pay
a civil monetary penalty of U.S.$95,000,000. The NYDFS AML Order further provides that the NYDFS may, in
its sole discretion, appoint an independent monitor.
U.S. Financial Regulatory Reform
Both the scope of the U.S. laws and regulations and the intensity of supervision have increased following and in
response to the 2008 global financial crisis as well as other factors such as technological and market changes.
Regulatory enforcement and fines have also increased across the banking and financial services sector. Many of
these changes have occurred as a result of Dodd-Frank and its implementing regulations, most of which are now
in place, and have resulted in or are anticipated to result in additional costs and to impose certain limitations on
the Issuer’s business activities.
In 2014, the Federal Reserve Board issued the EPS Rules. The EPS Rules generally became effective with
respect to the Issuer on July 1, 2016. Among other things, the EPS Rules require certain FBOs meeting a
specified asset threshold to establish IHCs in the United States to hold their U.S. subsidiaries. The Issuer is
required to comply with the EPS Rules but is not required to establish an IHC in the U.S. under the current asset
46
threshold. If the Issuer were to exceed any applicable asset threshold and be required to establish an IHC, the
IHC would be subject to capital, liquidity, risk management and stress testing requirements applicable to IHCs in
the EPS Rules.
Enacted in May 2018, the EGRRCP Act is intended to provide regulatory relief to financial institutions from
certain Dodd-Frank provisions. Implementation of the statutory requirements imposed by Dodd-Frank and other
financial legislation including the EGRRCP Act is in certain instances delegated to the U.S. banking, securities,
and derivatives regulators, such as the Federal Reserve Board (the Issuer’s primary federal banking regulator).
However, for any requirements and restrictions that the Federal Reserve Board may issue under implementing
regulations applicable to foreign banks, the Federal Reserve Board is directed to take into account the principle
of national treatment and equality of competitive opportunity, and the extent to which an FBO is subject to
comparable home country standards.
In October 2019, the Federal Reserve Board issued final regulations that implement the EGRRCP Act by
amending the EPS Rules, which became effective on December 31, 2019 along with regulations issued jointly by
the Federal Reserve Board and the FDIC in October of 2019 for bank resolution plans. Among other things, the
Dodd-Frank enhanced prudential standards, as modified by the EGRRCP Act and the October 2019 final rules
that implement those changes, require FBOs with U.S.$100 billion or more in total consolidated assets, such as
the Issuer, to submit a periodic resolution plan to the Federal Reserve Board and FDIC that provides for the rapid
and orderly resolution of the U.S. operations of the FBO in the event of its material financial distress or failure.
Under the final regulations, the frequency and content requirements of an FBO’s resolution plan submissions are
determined according to the particular category to which the FBO is assigned. The rulemaking release for the
final regulations identified the Issuer as an expected “triennial reduced filer,” under which it would be required
to submit a reduced resolution plan once every three years. However, the final regulations provide that an FBO
with combined U.S. assets of at least U.S.$100 billion, such as the Issuer, could become subject to a requirement
to submit more complete resolution plans, with the particular requirements being determined based on the
amount of the Issuer’s combined U.S. assets and whether the Issuer’s U.S. operations had at least U.S.$75 billion
in cross-jurisdictional activity, non-bank assets, weighted short-term wholesale funding or off-balance sheet
exposures. A triennial reduced filer is required to file a reduced resolution plan with the Federal Reserve Board
and the FDIC every three years beginning July 1, 2022, unless it becomes subject to the biennial filing
requirement or the triennial full filing requirement prior to that date. A reduced resolution plan is generally
limited to describing material changes, if any, since the submission of the filer’s last resolution plan and changes,
if any to the strategic analysis included in that filing. The Issuer submitted its latest resolution plan in December
2018.
As an FBO with over U.S.$100 billion in combined U.S. branch and non-branch assets, the Issuer is required to
comply with certain liquidity and other requirements under the 2019 revisions to the EPS Rules, including a
requirement to maintain a buffer of highly liquid assets sufficient for its U.S. branches and agencies to withstand
14 days of liquidity stress and is also subject to certain enhanced risk management requirements as well as asset
maintenance requirements under certain circumstances. The Federal Reserve Board’s October 2019 final rules
amending the EPS Rules provide for tailoring of the EPS Rules’ requirements for FBOs. They increased the
threshold for application of enhanced prudential standards to FBOs to U.S.$100 billion in total consolidated
assets and tailored the stringency of those standards according to the particular risk category to which the FBO is
assigned, which is based on the amount of the organization’s combined U.S. assets as well as the risk profile of
its U.S. operations (as measured by cross-jurisdictional activity, non-bank assets, weighted short-term wholesale
funding and off-balance sheet exposures). The October 2019 final rules, however, do not change the threshold
for when an FBO must establish a U.S. IHC, as discussed above. Under the October 2019 final rules, the Issuer,
as an FBO with combined U.S. assets of between U.S.$100 billion and U.S.$250 billion but whose risk profile
does not currently meet the thresholds for more stringent enhanced prudential standards, remains subject to
enhanced prudential standards substantially similar to those to which the Issuer has previously been subject
under the EPS Rules prior to the adoption of the October 2019 final rules. The October 2019 final rules provide
that an FBO with at least U.S.$250 billion in combined U.S. assets, or an FBO with at least U.S.$100 billion in
combined U.S. assets and whose U.S. operations exceed specified risk-based thresholds, is required to comply
with more stringent requirements than apply to an FBO with a smaller U.S. presence, including enhanced

47
liquidity requirements, with the particular requirements determined according to the risk category to which the
FBO is assigned under the rules.
In June 2018, as part of the implementation of the EPS Rules, the Federal Reserve Board issued a final rule
implementing single counterparty credit limits (“SCCL”). The final rule applies to U.S. G-SIBs, bank holding
companies with U.S.$250 billion or more in total consolidated assets, the combined U.S. operations of FBOs
with U.S.$250 billion or more in total consolidated assets (such as the Issuer) and such FBOs’ IHCs with
U.S.$50 billion or more in total consolidated assets. Under the final rule, the Issuer’s combined U.S. operations
will be subject to an aggregate net credit exposure limit to any major counterparty, which includes other G-SIBs,
of 15% of the Issuer’s Tier 1 capital, and an aggregate net credit exposure limit to any other counterparty of 25%
of the Issuer’s Tier 1 capital. Unless otherwise notified by the Federal Reserve Board, the Issuer may comply
with the final rule by certifying to the Federal Reserve Board that it complies with a home country regime on a
consolidated basis that is comparable to the Large Exposures Framework published by the Basel Committee.
Although compliance with the SCCL was originally required by January 1, 2020, the Federal Reserve Board on
May 1, 2020 adopted a final rule extending the initial compliance date for SCCL to July 1, 2021 for certain
entities, including the Issuer.
The Federal Reserve Board has not finalized (but continues to consider) requirements relating to an “early
remediation” framework under which the Federal Reserve Board may impose prescribed restrictions and
penalties against an FBO and its U.S. operations, and certain of its officers and directors, if the FBO and/or its
U.S. operations experience financial stress and fail to meet certain requirements. The “early remediation”
regime may also result in required termination of certain of an FBO’s U.S. operations under certain
circumstances.
In 2013, five U.S. federal financial regulators adopted final regulations implementing the provision of Dodd-
Frank known as the Volcker Rule. The Volcker Rule restricts the ability of “banking entities” (including the
Issuer, the Guarantor and all of the Issuer’s global affiliates) to sponsor, invest in, or retain investments in certain
private equity, hedge or other similar funds (referred to as “covered funds”), or to engage as principal in
proprietary trading activities, subject to certain exclusions and exemptions. The so-called “Super 23A” provision
of the Volcker Rule also limits the ability of banking entities and their affiliates to enter into “covered
transactions” (within the meaning of such term in section 23A of the Federal Reserve Act) with covered funds
with which they or their affiliates have certain relationships. Banking entities subject to the Volcker Rule, such
as the Issuer, have been required to comply with the Volcker Rule since July 21, 2015 for most aspects, and since
July 21, 2017 for certain “legacy covered funds” that were in place prior to December 31, 2013. In October 2019,
the five U.S. federal financial regulators adopted amendments to certain aspects of the regulation implementing
the Volcker Rule which became effective as of January 1, 2020, including the regulatory definition of proprietary
trading, the scope of permitted trading activities “solely outside the United States” and certain compliance
program requirements, in order to tailor the regulations to focus on banking entities with significant trading
activities, as determined by the Volcker Rule regulations. Banks have until the end of 2020 to make relevant
changes to their Volcker Rule compliance program.
Additionally, in January 2020, the U.S. federal financial regulators issued a proposed rule to amend certain
provisions of the Volcker Rule regulations relating to covered funds, including providing for new regulatory
exclusions to the definition of “covered fund” for credit funds, venture capital funds and certain other types of
funds, as well as providing permanent regulatory relief for qualifying foreign excluded funds that are treated as
“banking entities” for purposes of the Volcker Rule. Other changes that would be made by the proposed
rulemaking include, among other things, clarifying the definition of “ownership interest” to exclude certain
senior loans, senior debt, and other debt interests with certain creditor rights, permitting exempt loan
securitizations to hold a small percentage of non-loan assets, and excluding certain transactions between a
banking entity and a related covered fund from the prohibition on covered transactions under the Super 23A
provision of the Volcker Rule.
Title VII of Dodd-Frank established a U.S. regulatory regime for derivatives contracts, including swaps,
security-based swaps and mixed swaps (generically referred to in this paragraph as “swaps”). Among other
things, Title VII of Dodd-Frank provides the U.S. Commodity Futures Trading Commission (“CFTC”) and the
48
SEC with jurisdiction and regulatory authority over swaps, requires the establishment of a comprehensive
registration and regulatory framework applicable to swap dealers (such as the Issuer) and other major market
participants in swaps, requires many types of swaps to be cleared and traded on an exchange or executed on
swap execution facilities, requires swap market participants to report all swaps transactions to swap data
repositories, and imposes capital and margin requirements on certain swap market participants. The Issuer
provisionally registered as a swap dealer in 2012, subjecting it to CFTC supervision and regulation of its swaps
activities, and requiring compliance with numerous regulatory requirements, including risk management, trade
documentation, trade clearing, trade execution and trade reporting and recordkeeping and business conduct
requirements. The mandatory clearing requirements imposed by Dodd-Frank on certain swaps have led to
increased centralization of trading activity through particular clearing houses, central agents and exchanges with
the capabilities to accept/execute cleared trades, which has increased the Issuer’s concentration of risk with
respect to such entities. The Issuer is also subject to the margin requirements adopted by the U.S. prudential
regulators. In December 2019, the SEC adopted rule amendments regarding the cross-border regulation of
security-based swaps. The adoption of these rule amendments also triggered the compliance date for security-
based swap dealers to register with the SEC, which will be required by November 1, 2021. Upon registration as a
security-based swap dealer, the Issuer would be subject to a comprehensive regulatory framework for security-
based swaps, including risk management, trade documentation, trade reporting, recordkeeping and business
conduct requirements. Dodd-Frank also grants the SEC discretionary rule-making authority to impose a new
fiduciary standard on brokers, dealers and investment advisers and expands the extraterritorial jurisdiction of
U.S. courts over actions brought by the SEC or the United States with respect to violations of the antifraud
provisions in the Securities Act, the Exchange Act and the Investment Advisers Act. In June 2019, the SEC
adopted a rule, known as Regulation Best Interest, to establish the standard of conduct for broker-dealers and
their associated persons when making recommendations to retail customers of any securities transaction or
investment strategy involving securities that would require a broker-dealer to act in the best interest of the retail
customer at the time the recommendation is made without placing the financial or other interest of the broker-
dealer or its associated persons ahead of the interests of the retail customer. Broker-dealers must be in
compliance with Regulation Best Interest by June 30, 2020.
In May 2016, U.S. regulators, including the Federal Reserve Board, jointly re-proposed a rule regarding
incentive compensation paid by covered financial institutions, including the U.S. operations of FBOs such as the
Issuer. The proposed rule would prohibit incentive compensation that encourages inappropriate risks by
providing excessive compensation or that could lead to material financial loss and impose enhanced
requirements for senior executive officers and significant risk-takers. The proposed rule would also impose
governance and compliance requirements.
Changes in Laws and Regulations in Response to COVID-19

In response to the economic and financial market uncertainty and dislocation arising from the COVID-19
pandemic, U.S. policymakers and regulators have enacted and are likely to continue to enact changes to laws and
regulations, and official interpretations thereof, at the federal, state, and local levels.
The U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which
became law on March 27, 2020. The CARES Act provides for $2.2 trillion in emergency aid to ease the financial
impact of the pandemic, including through authorizations for the U.S. Treasury Department to make investments
in troubled industries and in Federal Reserve facilities intended to support businesses, households, and financial
markets. The CARES Act also makes temporary changes to U.S. federal banking law.
Federal banking regulators have issued guidance encouraging banking organizations to use liquidity buffers, to
make credit available to customers during the pandemic and to take actions, consistent with safety and
soundness, to accommodate customers affected by the pandemic. State regulators, including the NYDFS, have
taken additional actions.
The Issuer is evaluating the implications of all of these actions for its operations in the United States at this time
and will consider the implications of any subsequent actions.

49
 USE OF PROCEEDS

The net proceeds from each issue of Notes by Société Générale will be used for the general financing purposes of
the Group. If, in respect of any particular issue, there is a particular identified use of proceeds, such use will be
stated in the applicable Offering Memorandum Supplement.

50
 DESCRIPTION OF THE NOTES

General Terms of the Notes

The Issuer intends to issue from time to time Notes in one or more Notes Issues having an aggregate principal
amount of up to U.S.$6,000,000,000.
The specific terms of the Notes of any offering in any Notes Issue with respect to which this Offering
Memorandum is being delivered will be set forth in the applicable Offering Memorandum Supplement related to
such offering. The applicable Offering Memorandum Supplement will also contain information, where
applicable, about material U.S. federal income tax considerations relating to the Notes covered by such Offering
Memorandum Supplement. This Offering Memorandum may not be used to consummate sales of any Notes
unless accompanied by an Offering Memorandum Supplement related to such Notes.
The Notes will be issued under an indenture dated as of June 28, 2012 (as amended or supplemented from time
to time, the “Indenture”) among SGNY, as Guarantor, The Bank of New York Mellon (the “Trustee”), as
Trustee, Paying Agent and Note Registrar, and the Issuer.
Pursuant to the Indenture, all Notes issued under this Offering Memorandum are treated as a single series.
The summaries in this Offering Memorandum of certain provisions of the Notes, the Guarantee and the
Indenture do not purport to be complete and such summaries are subject to the detailed provisions of the
Indenture to which reference is hereby made for a full description of such provisions, including the definition
of certain terms used, and for other information regarding the Notes and the Guarantee.
A copy of the Indenture can be obtained by writing to the Guarantor at (as of the date hereof) the following
address: 245 Park Avenue, New York, NY 10167, Attention: Global Markets Division, or by calling us at
(212) 278-6000.
Status of the Notes
The Notes will be direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank, and
will rank, pari passu without any preference among themselves and pari passu with all other direct,
unconditional, unsecured and unsubordinated obligations, except those mandatorily preferred by law, of the
Issuer.
SGNY Guarantee
The obligations of the Issuer in respect of the Notes will be guaranteed on a senior basis by the Guarantor
pursuant to the Guarantee. The following is a summary of the material provisions of the Guarantee, which does
not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Guarantee.
Unless specified otherwise in the Offering Memorandum Supplement related to a Notes Issue of Notes, the
Guarantor unconditionally and irrevocably guarantees to each holder of a Note authenticated by the Trustee and
to the Trustee and its successors and assigns the payments due and payable or deliverable by the Issuer under the
Indenture and the payments and/or deliveries of the amount(s) (in cash or in securities) payable or deliverable on,
or exchangeable for, such Notes of any such Notes Issue but only to the extent such payments and/or deliveries
remain due and payable or deliverable pursuant to any application of the Bail-in Tool by the Relevant Resolution
Authority and/or, to the extent applicable, the Regulator (collectively, the “Guaranteed Obligations”), if such
Guaranteed Obligations have not been received by the Trustee or the holders, as applicable, at the time such
Guaranteed Obligations are due and payable or deliverable (after giving effect to all the applicable cure periods).
In respect of any such Guaranteed Obligations, the Guarantor waives diligence, presentment, demand, protest
and notice of any kind with respect to the Guarantee, as well as any requirement that the Trustee or the holders
exhaust any rights or take any action against the Issuer in respect of the Guaranteed Obligations; in this
connection, in the event of any default in payment or delivery of Guaranteed Obligations, the Trustee or the

51
holders may institute legal proceedings directly against the Guarantor to enforce the Guarantee without first
proceeding against the Issuer.
The Guarantee (i) is a direct, unconditional, unsecured and unsubordinated obligation of the Guarantor and
ranks, and will rank, pari passu with all other present and future direct, unconditional, unsecured and
unsubordinated obligations of the Guarantor (except any such obligations as are preferred by law), (ii) is a
continuing guarantee, (iii) is irrevocable and (iv) is a guarantee of payment or delivery, as the case may be, of the
Guaranteed Obligations and not of collection. The Guarantee will not be discharged except (y) by payment or
delivery, as the case may be, of all Guaranteed Obligations, including Guaranteed Obligations due and payable
or deliverable under the Notes or (z) by application of the Bail-in Tool to the Guarantee by the Relevant
Resolution Authority and/or, to the extent applicable, the Regulator (to the extent of the portion of the Guarantee
affected by the application of the Bail-in Tool). In addition, the Guarantor’s obligations under the Guarantee
may themselves be subject to the application of the Bail-in Tool with respect to the Guarantor.
In respect of any Guaranteed Obligations, the Guarantee will remain in full force and effect or will be reinstated
(as the case may be) if at any time payment or delivery of Guaranteed Obligations by the Issuer, in whole or in
part, is rescinded or must otherwise be returned by the Trustee or any holder upon bankruptcy, insolvency,
reorganization or similar proceeding involving the Issuer, all as though such payment had not been made.
Under New York law, (a) the Guarantor, as a New York state-licensed branch of Société Générale, a French
bank, is required to maintain and pledge certain liquid assets equal to a percentage of its liabilities, (b) the
Superintendent may take possession of such assets and the rest of the property and business of the Guarantor
located in New York for the benefit of the Guarantor’s creditors, including the beneficiaries of the Guarantee, if,
among other things, Société Générale is in liquidation in France or elsewhere, or if there is reason to doubt
Société Générale’s ability to pay its creditors in full and (c) the Superintendent is authorized to turn over any
such assets or other property of the Guarantor to the principal office of Société Générale or any French liquidator
or receiver only after all of the claims of the creditors of the Guarantor, including the beneficiaries of the
Guarantee, have been satisfied and discharged and, to the extent requested by a liquidator of any other Société
Générale office in the United States, the claims of the creditors of that office accepted by the liquidator and the
expenses incurred by that liquidator in liquidating the other office, have been satisfied and discharged.
Notwithstanding the foregoing, under French law, a branch is not a separate legal entity and, therefore, from a
French law perspective, the Guarantee provided by the Guarantor for the obligations of Société Générale does
not provide a separate means of recourse.
In case of an application of the Bail-in Tool with respect to the Notes, as provided in “Governmental Supervision
and Regulation—Governmental Supervision and Regulation of the Issuer in France,” such that the Issuer’s
obligations under the Notes are reduced, the amount due under the Guarantee would be correspondingly reduced.
Any conversion to equity would reduce the Guaranteed Obligations by the amount of such conversion and the
amount due under the Guarantee would be correspondingly reduced. Variations of the terms of the Securities
pursuant to any application of the Bail-in Tool by the Relevant Resolution Authority would also have a
corresponding effect on the Guaranteed Obligations, and the Guarantee would continue to apply to the Notes as
so varied.
In addition, the Bail-in Tool might also apply to a guarantee obligation such as the Guarantee. While holders of
the Notes, as beneficiaries of the Guarantee, are creditors of the Guarantor, and therefore benefit from the
NYBL’s statutory preference regime with respect to assets of the Guarantor, if the Issuer’s obligations under the
Notes or the Guarantor’s obligations under the Guarantee were subject to the Bail-in Tool, there would be no
remaining claim (or a reduced remaining claim) that would benefit from this preference regime.
For further information about the Bail-in Tool, see the section entitled “—Bail-in Tool” below and
“Governmental Supervision and Regulation—Governmental Supervision and Regulation of the Issuer in
France.”

52
The Trustee and the holders agree that the Guarantee does not obligate the Guarantor or any affiliate of the
Guarantor, or any other party, to make a secondary market in the Notes of any Notes Issue or to make or
guarantee payments with respect to any secondary market transactions.
The Offering Memorandum Supplement
The following terms of the Notes of any offering will be specified to the extent applicable in the Offering
Memorandum Supplement related to such Notes:
(i) the title of Notes of such Notes Issue to distinguish the Notes of such Notes Issue from the Notes
of all other Notes Issues;
(ii) the provision(s) of the Securities Act pursuant to which such Notes are being offered and sold;
(iii) any limit upon the aggregate principal amount of the Notes of such Notes Issue that may be
authenticated and delivered under the Indenture;
(iv) the dates on which or periods during which such Notes of such Notes Issue may be issued;
(v) the Redemption Amount (if any) or other amount(s) (in cash or in securities) payable or
deliverable on, or exchangeable for, Notes of such Notes Issue, the method by which such amount(s) will
be determined, the dates on which, or the range of dates within which, such amount(s) will be payable or
deliverable, and, if applicable, the method by which such date or dates will be determined;
(vi) the rate or rates (which may be fixed or variable) at which the Notes of such Notes Issue will
bear interest or coupon (if any) or the method by which such rate or rates will be determined, the date or
dates from which such interest or coupon will accrue, or the method by which such date or dates will be
determined, the date or dates on which such interest or coupon will be payable and on which the record
will be taken for the determination of holders to whom interest or coupon is payable for any such date;
(vii) the place or places where the Redemption Amount (if any) or other amount(s) (in cash or in
securities) payable or deliverable on, or exchangeable for, Notes of such Notes Issue will be paid or
delivered (if other than as provided in Section 3.2 of the Indenture) and the coin or currency, if other
than U.S. dollars, in which any amount(s) payable in cash will be paid for the Notes of such Notes Issue;
(viii) the obligation or option (if any) of the Issuer to redeem or purchase Notes, in whole or in part,
prior to the designated maturity and the periods within which or the dates on which, the prices at which
and the terms and conditions upon which such Notes will be redeemed or repurchased, in whole or in
part, pursuant to such obligation or option;
(ix) the denominations in which Notes of such Notes Issue will be issuable and redeemable;
(x) if other than the principal amount thereof, the amount which will be payable (or such amount of
securities which will be delivered) upon declaration of any acceleration of the maturity thereof and the
method by which such amount will be determined;
(xi) the entity which will act as Calculation Agent for such Notes Issue, if other than the Issuer;
(xii) the entity which will act as the Depositary, if other than The Depository Trust Company;
(xiii) any relevant Business Day convention for the adjustment of payment or calculation dates not
occurring on a Business Day;
(xiv) whether any provisions for the defeasance of Notes of such Notes Issue apply other than those
set out in the Indenture for the defeasance of Notes of such Notes Issue;
(xv) if the Redemption Amount (if any) or other amount(s) (in cash or in securities) payable or
deliverable on, or exchangeable for, Notes of such Notes Issue may be linked to or determined with

53
 reference to the price, value or performance of one or more Reference Asset(s), information regarding
such Reference Asset(s) and the manner in which such amounts will be determined;
(xvi) if the Issuer will deliver one or more securities in respect of the Redemption Amount (if any) or
other amount(s) payable under Notes of such Notes Issue and, if so, how the number of securities to be
delivered will be determined;
(xvii) any other Events of Default or covenants with respect to the Notes of such Notes Issue;
(xviii) where the Notes of such Notes Issue will be issued as Global Notes, if the Issuer will be
obligated to redeem such Notes of such Notes Issue if certain events occur involving United States
(where the Notes will be issued as Global Notes) information reporting requirements, the circumstances
under which it will be obligated to do so;
(xix) any restrictions applicable to the offer, sale, transfer, exchange or delivery of the Notes of such
Notes Issue or the payment of interest thereon;
(xx) a discussion of certain U.S. federal income tax considerations related to the purchase, ownership
and disposition of such Notes; and
(xxi) any other terms of the Notes of such Notes Issue not inconsistent with the provisions of the
Indenture.
Form and Title of Notes
Unless otherwise specified in the applicable Offering Memorandum Supplement, the Notes of any offering in
any Notes Issue will be issued either as Physical Notes registered in the name of the holders (or nominees
designated by the holders) of the Physical Notes or as one or more Global Notes registered in the name of a
nominee of DTC, and deposited on behalf of the purchaser (or such other account as the purchaser may direct)
with the Trustee as custodian for DTC. Purchasers of Notes represented by Global Notes will have a book-entry
beneficial interest in the Global Notes. The beneficial interest in the Global Notes will be held through the
Participants, including, if applicable, Euroclear and Clearstream.
We will issue Notes only as registered Notes, which means that the Trustee, as Registrar, will keep a register (the
“Register”) for the registration and registration of transfers of the Notes. Each Note will be numbered serially
with an identifying number that will be recorded in the Register. The Issuer, the Trustee and any agent of the
Issuer or the Trustee may deem and treat the person in whose name any Note will be registered upon the Note
register for such Notes Issue as the absolute owner of such Note (whether or not such Note will be overdue and
notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or
on account of the amount(s) (in cash or in securities) payable or deliverable on, or exchangeable for, the Notes of
such Notes Issue as specified in the terms of the Notes of such Notes Issue and, subject to the provisions of the
Indenture, for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
will be affected by any notice to the contrary.
Clearing and Settlement of Global Notes
The information in this section concerning DTC, Euroclear and Clearstream, and the DTC, Euroclear and
Clearstream book-entry only systems (other than the descriptions of the provisions of the Indenture relating to
DTC or book-entry securities) has been obtained from sources that the Issuer and the Guarantor believe to be
reliable, but neither the Issuer nor the Guarantor take responsibility for the accuracy thereof. Neither the
Issuer, the Guarantor, nor any of the agents or any Dealer will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests in a DTC Global Notes
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
The Issuer has been advised that DTC is a limited-purpose trust company organized under the laws of the State
of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial
54
Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants (“Participants”) deposit with DTC. DTC also facilitates the clearance and
settlement among Participants of transactions in such securities through electronic book-entry changes in
Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations, including Euroclear and Clearstream (“Direct Participants”). DTC is owned by a number
of its Direct Participants and by NYSE Euronext and the Financial Industry Regulatory Authority, Inc. Access to
DTC’s system is also available to others, such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
(“Indirect Participants”). The procedures and requirements applicable to DTC and its Participants are on file
with the SEC. Interests in the Regulation S Notes held through Euroclear or Clearstream will also be subject to
the procedures and requirements of Euroclear or Clearstream, as applicable.
Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”) DTC
will make book-entry transfers of interests in Global Notes among Direct Participants on whose behalf it acts
with respect to Global Notes accepted into DTC’s book-entry system as described below and received and
transmits distributions of principal and interest on such Notes. Direct Participants and Indirect Participants with
which Beneficial Owners of Global Notes have accounts with respect to the Global Notes similarly are required
to make book-entry transfers and receive payments on behalf of their respective owners. Accordingly, although
Beneficial Owners who hold interests in a DTC Global Note through Direct Participants or Indirect Participants
will not possess the physical note, the Rules, by virtue of the requirements described above, provide a
mechanism by which Direct Participants will receive and will be able to transfer their interest in respect of such
Global Note.
Euroclear and Clearstream each hold securities for their customers and facilitate the clearance and settlement of
securities transactions by electronic book-entry transfer between their respective account holders. Euroclear and
Clearstream provide various services including safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Euroclear and Clearstream also deal with
domestic securities markets in several countries through established depositary and custodial relationships.
Euroclear and Clearstream have established an electronic bridge between their two systems across which their
respective participants may settle trades with each other.
Euroclear and Clearstream customers are worldwide financial institutions, including underwriters, securities
brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and
Clearstream is available to other institutions that clear through or maintain a custodial relationship with an
account holder of either system. In addition, Euroclear and Clearstream participate indirectly in DTC via their
respective depositaries.
Payments, notices and other communications or deliveries relating to the Notes made through DTC, Euroclear or
Clearstream must comply with the rules and procedures of those systems. Those systems could change their
rules and procedures at any time. Transactions of participants in Euroclear or Clearstream will also be subject to
DTC’s rules and procedures. Neither the Issuer, the Guarantor nor the agents nor any Dealer will be responsible
for any performance by DTC, Clearstream or Euroclear or their respective direct or indirect participants or
accountholders of their respective obligations under the rules and procedures governing their operations and
none of them will have any liability for any aspect of the records relating to or payments made on account of
beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such
beneficial interests.
The Issuer will apply to DTC in order to have the Global Notes accepted in its book-entry settlement system.
Upon the issue of any such Global Notes, DTC or its custodian will credit, on its internal book-entry system, the
respective nominal amounts of the individual beneficial interests represented by such Global Note to the
accounts of persons who have accounts with DTC. Such accounts initially may be designated by or on behalf of
the relevant Dealer. Ownership of beneficial interests in such Global Notes will be limited to Direct Participants
or Indirect Participants, including, in the case of any Regulation S Notes, the respective depositaries of Euroclear
and Clearstream. Ownership of beneficial interests in a Global Note accepted by DTC will be shown on, and the
55
transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with
respect to the interests of Direct Participants) and the records of Direct Participants (with respect to interests of
Indirect Participants).
Payments in U.S. dollars of principal and interest in respect of a Global Note accepted by DTC will be made to
the order of DTC or its nominee as the registered holder of such Global Note. The Issuer expects DTC to credit
accounts of Direct Participants on the applicable payment date in accordance with their respective holdings as
shown in the records of DTC unless DTC has reason to believe that it will not receive payment on such payment
date. The Issuer also expects that payments by Participants to Beneficial Owners of Global Notes will be
governed by standing instructions and customary practices, as is the case with securities held for the accounts of
customers, and will be the responsibility of such Participant and not the responsibility of DTC, the agents or the
Issuer. The Issuer is responsible for the payment of principal, premium, if any, and interest, if any, on the Global
Notes to DTC.
Transfers of Interest in Notes
Transfers within DTC, Euroclear or Clearstream
Purchases of ownership interests in Global Notes under DTC’s system must be made by or through Direct
Participants (including depositaries for Euroclear and Clearstream, if applicable), which will receive a credit for
the ownership interests in Global Notes on DTC’s records. The ownership interest of each actual purchaser of
Global Notes (a “Beneficial Owner”) is in turn to be recorded on the Direct Participants’ and Indirect
Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Global Notes are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive physical certificates representing their ownership interests in the Global Notes, except in the event that
use of the book-entry system for the Global Notes is discontinued.
To facilitate subsequent transfers, all Global Notes deposited by Participants with DTC are registered in the
name of DTC’s partnership nominee, Cede & Co. The deposit of Global Notes with DTC and their registration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Global Notes; DTC’s records reflect only the identity of the Direct Participants to
whose accounts ownership interests in such Global Notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time
to time.
Redemption notices will be sent by the Issuer to Cede & Co. unless the Notes have been issued in fully
registered, definitive form, in which case such notices will be delivered to the holders as listed in the Register.
Neither DTC nor Cede & Co. will consent or vote with respect to the Notes or the Indenture. Under its usual
procedures, DTC will mail the Issuer an “Omnibus Proxy” to the Trustee as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose
accounts ownership interests in the Global Notes are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Under certain circumstances, DTC may discontinue providing its services as securities depository with respect to
the Global Notes at any time by giving reasonable notice to the Issuer and the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, DTC will exchange the Global
Notes for definitive Notes, which it will distribute to its Participants in accordance with their proportional
entitlements and which will be legended with any applicable transfer restrictions.
56
The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, registered or book-entry definitive Notes will be printed and delivered in
exchange for the Global Notes held by DTC.
Under the Indenture, a Global Note may not be transferred except as a whole by DTC or any successor thereto
(collectively, the “Depository”) to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository. The Indenture further provides that a Global Note shall not be
exchangeable (and hence that registered ownership thereof may not be transferred) on the books of the Trustee
unless (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository and a
successor Depository is not appointed within 90 days; (ii) the Depository ceases to be a clearing agency
registered under the Exchange Act and a successor Depository is not appointed within 90 days; or (iii) the Issuer,
subject to the procedures of the Depository, in its sole discretion determines that such Global Note shall be
exchangeable for Physical Notes. Upon the occurrence of any such event, the Issuer shall notify the Trustee who
shall authenticate and deliver Physical Notes in an aggregate principal amount equal to the principal amount of
such Global Note in exchange for such Global Note and such Global Note shall be cancelled.
The Indenture further provides that the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the
Guarantor, or the Trustee may deem and treat the person in whose name any Note will be registered upon the
register for such Notes Issue as the absolute owner of such Note (whether or not such Note will be overdue and
notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or
on account of the amount(s) (in cash or in securities) payable or deliverable on, or exchangeable for, the Notes of
such Notes Issue as specified in the terms of the Notes of such Notes Issue and, subject to the provisions of the
Indenture, for all other purposes; and neither the Issuer, the Guarantor nor the Trustee nor any agent of the
Issuer, the Guarantor or the Trustee will be affected by any notice to the contrary. So long as all Notes are
registered in the name of Cede & Co. or its registered assign as the nominee of DTC, the Issuer, the Guarantor,
and the Trustee shall cooperate with Cede & Co. as sole registered owner, or its registered assign, in effecting
payment of the Redemption Amount (if any) or other amount(s) (in cash or in securities) payable or deliverable
on, or exchangeable for, the Notes by arranging for payment or delivery in such manner that funds or securities
for such payments (or delivery or exchange) are properly identified and are paid or delivered to DTC when due.
The Issuer, the Guarantor, the Trustee and any underwriter, Dealer or agent participating in the offering cannot
and do not give any assurances that DTC will distribute to its Participants or that Direct Participants or Indirect
Participants will distribute to Beneficial Owners of the Notes (1) payments of the Redemption Amount (if any)
or other amount(s) (in cash or in securities) payable or deliverable on, or exchangeable for, the Notes, or
(2) confirmation of ownership interests in the Notes, or (3) redemption notices (including notices relating to the
exercise by the Issuer of any optional redemption) or other notices relating to the Notes, or that they will do so
on a timely basis, or that DTC, Direct Participants or Indirect Participants will serve and act in the manner
described in this Offering Memorandum. None of the Issuer, the Guarantor, the Paying Agent (which, as
described below in “—Trustee, Paying Agent, and Authenticating Agent,” shall be the Trustee), or any
underwriter, Dealer or agent participating in the offering will have any responsibility or obligation to DTC,
Direct Participants, Indirect Participants or Beneficial Owners of the Notes with respect to (1) the accuracy of
any records maintained by DTC or any Direct Participant or Indirect Participant; (2) the payment by DTC or any
Participant of any Redemption Amount (if any) or other amount(s) (in cash or in securities) payable or
deliverable on, or exchangeable for, the Notes; (3) the delivery by DTC, any Direct Participant or Indirect
Participant of any notice to any Beneficial Owner relating to the Notes; or (4) any consent given or other action
taken by DTC, any Direct Participant or any Indirect Participant.
Payments of Interest or Coupon and Redemption Amount
Method of Payment
The Issuer will remit to the Paying Agent, in its office in the Borough of Manhattan, City of New York, for
further remittance to the holders of the Physical Notes and to DTC for the Global Notes, the Redemption
Amount (if any) or other amount(s) (in cash or in securities) payable or deliverable on, or exchangeable for, the
Notes. Upon receipt in full of such amounts by the holders of the Physical Notes and by DTC with respect to the

57
Global Notes, the Issuer and the Guarantor will be discharged from any further obligation with regard to such
payments. No person other than the holder of such Global Note shall have any claim against the Issuer or, as the
case may be, the Guarantor in respect of any payments due on that Global Note.
DTC’s practice is to credit Direct Participants’ accounts on the payment date in accordance with their respective
holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on the
payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or registered
in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, the Issuer or the
Guarantor, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
the Redemption Amount (if any) or other amount(s) (in cash or in securities) payable or deliverable on, or
exchangeable for, the Global Notes to DTC is the responsibility of ours, the Guarantor, or the Trustee,
disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants
through whom such Beneficial Owners own interests in the Global Notes.
Presentation of Physical Notes
Payments of the Redemption Amount (if any), in respect of Physical Notes, will be made in the manner provided
above against surrender (or, in the case of partial payment of any sum due, endorsement) of the Physical Notes.
Business Day
If the date for payment of any amount in respect of any Note is not a Business Day (as defined below), the holder
thereof shall instead be entitled to payment: (i) if “Following Business Day” convention is specified in the
applicable Offering Memorandum Supplement, on the next following Business Day in the relevant place, or
(ii) if “Modified Following Business Day” convention is specified in the applicable Offering Memorandum
Supplement, on the next following Business Day in the relevant place, unless the date for payment would thereby
fall into the next calendar month, in which event such date for payment shall be brought back to the immediately
preceding Business Day in the relevant place; provided that if neither “Following Business Day” nor “Modified
Following Business Day” convention is specified in the applicable Offering Memorandum Supplement,
“Following Business Day” convention shall be deemed to apply.
In the event that any adjustment is made to the date for payment in accordance with the preceding paragraph, the
relevant amount due in respect of any Note shall not be affected by any such adjustment. For these purposes,
unless otherwise specified in the applicable Offering Memorandum Supplement, “Business Day” means any day
other than (a) a Saturday or Sunday or (b) a day on which banking institutions in Paris, France or New York,
New York are authorized or required by law, regulation or executive order to close.
Interest or Coupon
If the applicable Offering Memorandum Supplement specifies that Notes of the corresponding offering shall bear
interest or coupon (the “Coupon Paying Notes”), interest or coupon will be payable on the interest or coupon
payment dates (the “Coupon Payment Dates”) set forth in the applicable Offering Memorandum Supplement
and each Coupon Paying Note will bear interest or coupon at either:
• a fixed rate specified in the applicable Offering Memorandum Supplement; or
• a floating rate specified in the applicable Offering Memorandum Supplement determined by reference to
an interest or coupon rate basis, which may be adjusted by a spread and/or spread multiplier, as defined
below, or determined by reference to one or more Reference Assets.
Any Floating Rate Note (as defined below) may also have either or both of the following:
• a maximum interest or coupon rate limitation, or ceiling, on the rate at which interest or coupon may
accrue during any interest or coupon period; and

58
 • a minimum interest or coupon rate limitation, or floor, on the rate at which interest or coupon may
accrue during any interest or coupon period.
In addition, the interest or coupon rate on Floating Rate Notes will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of general application.
Unless otherwise provided in the applicable Offering Memorandum Supplement, each Coupon Paying Note will
bear interest or coupon from its date of issue or from the most recent date on which interest or coupon on that
Note has been paid or duly provided for, at the fixed or floating rate specified in the applicable Offering
Memorandum Supplement, until the Redemption Amount (if any) has been paid or made available for payment
at maturity, redemption or repayment, as applicable, of such Notes. Interest or coupon on the Coupon Paying
Notes will be payable on each Coupon Payment Date (except for certain OID Notes) and at maturity, redemption
or repayment, as applicable. Unless otherwise specified in the applicable Offering Memorandum Supplement,
interest or coupon payments in respect of the Coupon Paying Notes will equal the amount of interest or coupon
accrued from and including the immediately preceding Coupon Payment Date in respect of which interest or
coupon has been paid or duly made available for payment (or from and including the date of issue, if no interest
or coupon has been paid with respect to the applicable Notes) to but excluding the related Coupon Payment Date,
maturity date, redemption date or repayment date, as the case may be.
If the maturity date (or accelerated maturity date) of the Notes of any offering in any Notes Issue is extended due
to the existence of a Market Disruption Event, as defined in the related Offering Memorandum Supplement, you
will not be paid any interest or coupon on such Notes from the originally scheduled maturity date (or accelerated
maturity date) until the extended maturity date. In the case of acceleration of the maturity of the Notes of any
offering in any Notes Issue, interest or coupon will be paid on such Notes through and excluding the related date
of accelerated payment.
Unless otherwise specified in the applicable Offering Memorandum Supplement the Calculation Agent will
calculate interest or coupon payable on any Coupon Payment Date on the basis of a 360-day year consisting of
twelve 30-day months.
Interest or coupon will be payable to the person in whose name a Note is registered in the Register at the close of
business on the regular record date next preceding the related Coupon Payment Date (which will be the third
Business Day prior to such Coupon Payment Date, unless otherwise specified in the applicable Offering
Memorandum Supplement), except that:
• if we fail to pay the interest or coupon due on an Coupon Payment Date, the defaulted interest or coupon
will be paid to the person in whose name the Note is registered in the Register at the close of business on
the record date we will establish for the payment of defaulted interest or coupon; and
• interest or coupon payable at maturity, redemption or repayment will be payable to the holders in whose
name the Notes are registered in the Register with respect to the Physical Notes and to DTC with respect
to the Global Notes.
Fixed Rate Notes
Each fixed rate Note (the “Fixed Rate Note”) will bear interest or coupon at the annual rate specified in the
applicable Offering Memorandum Supplement. The Coupon Payment Dates for Fixed Rate Notes will be
specified in the applicable Offering Memorandum Supplement.
In the event that any date for any payment on any Fixed Rate Note is not a Business Day, payment of the
Redemption Amount (if any) or interest or coupon otherwise payable on such Fixed Rate Note will be made as
provided in “—Business Day” above. We will not pay any additional interest or coupon as a result of the delay
in payment.

59
Floating Rate Notes
Each floating rate Note (the “Floating Rate Note”) will bear interest or coupon at the annual rate specified in the
applicable Offering Memorandum Supplement. The applicable Offering Memorandum Supplement will provide
the specific terms of the Floating Rate Notes, including, as applicable:
• whether such Floating Rate Note is a regular Floating Rate Note, an inverse Floating Rate Note or a
floating rate/fixed rate Note;
• the interest or coupon rate basis or bases;
• method of calculation of the interest or coupon rate;
• interest or coupon rate determination dates;
• interest or coupon reset dates;
• interest or coupon reset period;
• Coupon Payment Dates;
• maximum interest or coupon rate and minimum interest or coupon rate (if any);
• the spread and/or spread multiplier (if any);
• the index currency (if other than U.S. dollars);
• description of the underlying Reference Asset(s) (if any); and
• any other variable on which the amount of interest or coupon paid on such Floating Rate Note will be
based on.
The “spread” is the number of basis points to be added to or subtracted from the related interest or coupon rate
basis or bases applicable to a Floating Rate Note. The “spread multiplier” is the percentage of the related interest
or coupon rate basis or bases applicable to a Floating Rate Note by which such interest or coupon basis or bases
will be multiplied to determine the applicable interest or coupon rate on such Floating Rate Note.
Redemption and Repurchase
Optional Early Redemption by Issuer
Unless otherwise specified in the applicable Offering Memorandum Supplement, the Notes will not be
redeemable by the Issuer prior to their stated maturity date. In the event that the applicable Offering
Memorandum Supplement provides for optional early redemption of the Notes of any Notes Issue by the Issuer,
the Issuer will have the option to redeem such Notes on one or more optional repayment dates prior to their
stated maturity date and in accordance with the applicable procedures and in such manner and for such early
Redemption Amount as specified in the applicable Offering Memorandum Supplement.
Optional Early Redemption by Holder
Unless otherwise specified in the applicable Offering Memorandum Supplement, the Notes will not be
redeemable by the holder(s) prior to their stated maturity date. In the event that the applicable Offering
Memorandum Supplement provides for optional early redemption of the Notes of any Notes Issue by the holder,
such Offering Memorandum Supplement will indicate that each holder will have the option to require the Issuer
to redeem such Notes on one or more optional redemption dates prior to their stated maturity date and in
accordance with the procedures and in such manner and for such early Redemption Amount as specified in such
applicable Offering Memorandum Supplement.

60
Special Requirements for Optional Redemption of Global Notes
If Notes of any offering in any Notes Issue are represented by a Global Note, the Depository or the Depository’s
nominee will be the holder of the Global Note and therefore will be the only entity that can exercise a right to
redemption on behalf of the holder, if applicable. In order to ensure that the Depository’s nominee will timely
exercise a right to redemption of a particular Global Note, as provided in “—Optional Early Redemption by
Holder” above and in more detail in the applicable Offering Memorandum Supplement, the beneficial owner of
the Notes represented by such Global Note must instruct the broker or other Direct or Indirect Participant
through which it holds an interest in the Global Note to notify the Depository of its desire to exercise a right to
repayment. Different firms have different cut-off times for accepting instructions from their customers and,
accordingly, each Beneficial Owner should consult the broker or other Direct or Indirect Participant through
which it holds an interest in a Global Note in order to ascertain the cut-off time by which an instruction must be
given in order for timely notice to be delivered to the Depository.
Mandatory Early Redemption
Unless otherwise specified in the applicable Offering Memorandum Supplement, the Notes will not be subject to
mandatory early redemption prior to maturity. In the event that the applicable Offering Memorandum
Supplement provides for mandatory early redemption of the Notes of any Notes Issue, such Notes will be
redeemable, in whole and not in part, on mandatory early redemption dates prior to their specified maturity date
or upon the occurrence of certain events in such manner as specified in the applicable Offering Memorandum
Supplement. The applicable Offering Memorandum Supplement will also provide the applicable mandatory
Redemption Amount, which may or may not be fixed at the time of sale of such Notes, or the method of
calculating the payment amount for which such Notes will be redeemed.
Redemption for Taxation Reasons
(i) If, in relation to any Notes of any Notes Issue, (x) as a result of any change in, or in the official
interpretation or administration of, any laws or regulations (a “Tax Change Event”) of a Tax Jurisdiction (as
defined in the section “—Additional Amounts” below), occurring or becoming effective after the issue date (or, if
a Tax Jurisdiction has changed since the issue date, the date on which such Tax Jurisdiction became a Tax
Jurisdiction), the Issuer or the Guarantor would be required to pay additional amounts in respect of the Notes or
the Guarantee pursuant to the section “—Additional Amounts” below and (y) such section “—Additional
Amounts” is specified as applicable in the relevant Offering Memorandum Supplement for the Notes, then the
Issuer may at its option at any time (in the case of Notes other than Floating-Rate Notes) or on any Coupon
Payment Date (in the case of Floating-Rate Notes), on giving not more than 45 nor less than 30 days notice to the
Noteholders (in accordance with the section “—Notices” below) which notice shall be irrevocable, redeem all,
but not less than all, of the Notes of such Notes Issue at their Early Redemption Amount (as defined below)
together with interest accrued to the date fixed for redemption provided that the due date for redemption (and
additional amounts, if any), of which notice hereunder may be given shall be no earlier than the latest practicable
date upon which the Issuer or the Guarantor, as the case may be, could make payment without withholding for
such taxes.
(ii) If, in relation to any Notes of any Notes Issue, the Issuer or the Guarantor would, on the next due date
for an interest or coupon payment or a principal repayment in respect of the Notes or Guarantee in respect
thereto, be required to pay additional amounts as provided in the section “—Additional Amounts” below and
would be prevented by French law from making such payment, then the Issuer shall forthwith give written notice
of such fact to the Trustee and shall at any time (in the case of Notes other than Floating-Rate Notes) or on any
Coupon Payment Date (in the case of Floating-Rate Notes) redeem all, but not less than all, of such Notes then
outstanding at their Early Redemption Amount (as defined below) together with interest, if any, accrued to the
date fixed for redemption (and additional amounts, if any), upon giving not less than 7 nor more than 45 days
prior notice to the Noteholders (in accordance with the section “—Notices” below), provided that the due date for
redemption of which notice hereunder shall be given shall be no earlier than the latest practicable date on which
the Issuer or the Guarantor, as the case may be, could make payment of the full amount then due and payable or
deliverable in respect of the Notes and 14 days after giving notice to the Trustee as described below.

61
(iii) Prior to the giving of notice of a redemption for taxation reasons described in either (i) or (ii) above, the
Issuer will deliver to the Trustee a certificate signed by a duly authorized officer of the Issuer stating that the
Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions
precedent to the right to so redeem have occurred.
(iv) Unless otherwise specified in the applicable Offering Memorandum Supplement, for the purposes of this
section “—Redemption for Taxation Reasons,” the affected Notes will be redeemed at an amount (the “Early
Redemption Amount”) calculated as follows, together, if appropriate, with interest accrued to, but excluding,
the date fixed for redemption or, as the case may be, the date upon which such Note becomes due and repayable:
• In the case of Notes with a final redemption amount equal to the issue price, at the final redemption
amount thereof; or
• otherwise, at an amount determined by the Calculation Agent, which, on the due date for the redemption
of such Note, shall represent the fair market value of the Notes and shall have the effect of preserving for
the Noteholders the economic equivalent of the obligations of the Issuer to make the payments in respect
of the Notes which would, but for such early redemption, have fallen due after the relevant early
redemption date. In respect of Notes bearing interest, the Early Redemption Amount, as determined by
the Calculation Agent in accordance with this paragraph shall include any accrued interest to (but
excluding) the relevant early redemption date and apart from any such interest included in the Early
Redemption Amount, no interest, accrued or otherwise, or any other amount whatsoever will be payable
by the Issuer in respect of such redemption.
Where such calculation is to be made for a period of less than a full year, it shall be made on the basis of the day
count fraction, if applicable, specified in the applicable Offering Memorandum Supplement.
Secondary Market Purchases
Except as otherwise set forth in the relevant Offering Memorandum Supplement relating to Notes of any Notes
Issue and subject to internal policies and procedures of the Issuer, the Issuer, the Guarantor and their respective
affiliates may at any time purchase Notes in the open market or otherwise and at any price for purposes of
making a market in Notes of such Notes Issue or otherwise, and any Notes so purchased may be reissued or
resold at any time, or, at the option of the Issuer, the Guarantor or their respective affiliates, surrendered to the
Trustee for cancellation.
Notes purchased by the Issuer may only be held and resold in accordance with article L. 213-0-1 and D. 213-0-1
of the French Code monétaire et financier.
Additional Amounts
All payments in respect of Notes of any Notes Issue shall be made free and clear of, and without withholding or
deduction for or on account of, any present or future taxes, duties, 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 or pursuant to any agreement with such Tax Jurisdiction. The
remainder of this section does not apply to any Notes of any Notes Issue unless the relevant Offering
Memorandum Supplement specifies that this section entitled “—Additional Amounts” is applicable to the Notes.

62
In the event that any amounts are required to be deducted or withheld for, or on behalf of, any Tax Jurisdiction,
and if (but only if) this section “—Additional Amounts” is specified as applicable in the relevant Offering
Memorandum Supplement, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be
necessary in order that each holder or beneficial owner, after deduction or withholding of such taxes, duties,
assessments or governmental charges, will receive the full amount then due and payable or deliverable that
would have been received by such holder or beneficial owner had no deduction or withholding been required,
provided that no such Additional Amounts shall be payable or deliverable with respect to any Note:
(i) held by or on behalf of a holder who is liable for such taxes, duties, assessments or governmental
charges in respect of such Note by reason of a present or former connection with the relevant Tax
Jurisdiction other than by the mere holding of such Note;
(ii) presented for payment more than 30 days after the Relevant Date (where presentation is
required), except to the extent that such holder thereof would have been entitled to Additional Amounts
on presenting the same for payment on such thirtieth day assuming that day to have been a Business
Day;
(iii) if such tax, assessment or governmental charge is on account of an estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or governmental charge;
(iv) if such tax, assessment or other governmental charge is payable otherwise than by withholding
from payments on or in respect of such Note;
(v) held by a fiduciary or partnership or an entity that is not the sole beneficial owner of a payment
on such Note, and the laws of the Tax Jurisdiction require such payment to be included in the income of
a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or
a beneficial owner who would not have been entitled to Additional Amounts had it been the holder of
such Note;
(vi) where such withholding or deduction is imposed by the United States with respect to payments
on a Note that is treated other than as debt for U.S. federal income tax purposes;
(vii) where such withholding or deduction is imposed by the United States if the withholding or
deduction would not have been imposed but for the holder’s: (1) current or former status as a “10%
shareholder” of the obligor of the Note, as defined in Section 871(h)(3) of the U.S. Internal Revenue
Code of 1986, as amended, or any successor provisions (the “Code”); or (2) failure, or the failure of a
beneficial owner or any intermediate holder, to provide a valid IRS Form W-8 (which Form W-8 shall
claim the benefits of an applicable tax treaty, where applicable), or W-9 (or successor form);
(viii) if such tax, assessment or other governmental charge would not have been imposed but for the
failure of such holder or beneficial owner to comply with certification, information or other reporting
requirements concerning the nationality, residence or identity of the holder or beneficial owner of a
Note, if compliance is required by statute or by regulation of a Tax Jurisdiction or of any political
subdivision or taxing authority thereof or therein as a precondition to relief or exemption from the tax,
assessment or other governmental charge; or
(ix) if such tax is imposed as a result of the application of the provisions of Section 871(m) of the
Code and any U.S. Treasury Regulations or other administrative guidance published thereunder, or any
successor or substitute legislation or provision of law.
Notwithstanding any other provision of the Description of the Notes, all payments of principal and interest by or
on behalf of the Issuer in respect of the Notes will be paid net of any deduction or withholding imposed or
required pursuant to an agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to
Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an
intergovernmental agreement between the United States and another jurisdiction facilitating the implementation
thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental

63
agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer nor any other
person will be required to pay any additional amounts in respect of FATCA Withholding. For the avoidance of
doubt, the Trustee shall be entitled to deduct FATCA Withholding, and shall have no obligation to gross-up any
payment hereunder or to pay any additional amounts as a result of such FATCA Withholding.
“Tax Jurisdiction” means France, the United States or any other jurisdiction in which the Issuer or Guarantor,
or its successor, following a merger or similar event, is or becomes organized or resident for tax purposes, or any
political subdivision or taxing authority in or of any of the foregoing.
“Relevant Date” means the date on which the relevant payment first becomes due, except that, if the full amount
of the moneys payable has not been duly received by the Trustee on or prior to such due date, it means the date
on which, the full amount of such moneys having been so received, notice to that effect is duly given to the
Noteholders in accordance with the section “—Notices” below.
Exchange and Replacement of Notes
The following description concerning the transfer, exchange and replacement of Notes will only apply to
Physical Notes issued to the holders or to Notes evidenced by Global Notes in the event that the use of DTC’s
book-entry system is discontinued pursuant to the terms of the Indenture and such Notes are delivered in
definitive form to the owners thereof.
Upon due presentation for registration of transfer of any registered Note of any Notes Issue at any such office or
agency to be maintained for the purpose as provided in Section 3.2 of the Indenture, the Issuer shall execute and
the Trustee shall authenticate and deliver in the name of the transferee or transferees a new registered Note or
registered Notes of the same Notes Issue, maturity date, interest rate and original issue date in authorized
denominations for a like aggregate principal amount. All registered Notes presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed by the holder or his attorney duly authorized in writing.
In case any Note becomes mutilated, defaced, destroyed, lost or stolen, the Issuer in its discretion may execute,
and upon receipt of an issuer order, the Trustee shall authenticate and deliver a new Note of the same Notes
Issue, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Note, or in lieu of and
in substitution for the Note so destroyed, lost or stolen, or in exchange or substitution for the Note.
The manner of transferring ownership interests in Global Notes while such Notes are in DTC’s Book-Entry
System is described above under “—Transfers of Interest in Notes” herein.
Extension of Maturity
The applicable Offering Memorandum Supplement will indicate whether we have the option to extend the
maturity of Notes of any offering in any Notes Issue for one or more periods up to but not beyond the final
maturity date set forth in the applicable Offering Memorandum Supplement. If we have that option with respect
to Notes of any offering in any Notes Issue we will describe the procedures in the applicable Offering
Memorandum Supplement.
The maturity for each Note of any Notes Issue is subject to such minimum or maximum maturity as may be
allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the Issuer or, if applicable, the Guarantor.
Types of Reference Assets
The Issuer may issue Notes with the Redemption Amount and/or the amount of interest or coupon payable on
any Coupon Payment Date to be determined by reference to (i) one or more debt or equity securities of entities
that are not affiliated with the Issuer, (ii) an index or indices, (iii) one or more commodities, (iv) the value of one
or more currencies as compared to the value of one or more other currencies, (v) one or more interest or coupon
64
rates, (vi) one or more registered or unregistered funds, (vii) one or more other assets or other market measures
as provided in the applicable Offering Memorandum Supplement, or (viii) baskets of any of the aforementioned
securities, assets, measures, instruments or indices. The applicable Offering Memorandum Supplement will set
forth the specific information pertaining to the applicable Reference Asset(s).
Debt, Common Stock, Preferred Stock and American Depositary Receipts
The Issuer may use as Reference Asset(s) the following securities and/or instruments of entities that are not
affiliated with the Issuer (a “Reference Issuer”): debt (evidenced by notes or bonds), common stock, other
common equity securities or instruments, preferred stock or American Depositary Receipts. Reference Issuers
will be (i) subject to the reporting requirements of the Exchange Act and (ii) will either be eligible to use Form
S-3 or Form F-3 under the Securities Act for an offering of non-convertible securities, other than common
equity, pursuant to General Instruction I.B.2 of such forms or will meet the listing criteria that a Reference Issuer
would have to meet if the class of securities was to be listed on a national securities exchange, such as the NYSE
Amex Equities exchange, as equity linked securities. The applicable Offering Memorandum Supplement will
specify the relevant Reference Issuer(s) and the type(s) of security or instrument that comprise the Reference
Asset(s).
Exchange-traded Fund or Funds
The Issuer may use one or more exchange-traded funds that are not affiliated with the Issuer as a Reference
Asset(s). As the time that we issue Notes of any offering in any Notes Issue linked to such exchange-traded
funds, such exchange-traded funds will be registered under the Investment Company Act of 1940 (as amended)
and listed on a national securities exchange or quoted on an automated inter-dealer market. The applicable
Offering Memorandum Supplement will list the exchange-traded fund or funds used as Reference Asset(s) and
will provide the specific information pertaining to such fund or funds.
Index or Indices
The Issuer may use one or more index or indices as a Reference Asset(s). Such indices are typically statistical
composites which measure changes in the economy as a whole or in a specific market segment. The applicable
Offering Memorandum Supplement will list the index or indices used as Reference Asset(s) and its or their
publisher(s) and will provide the specific information pertaining to such index or indices.
Commodities
The Issuer may use one or more commodities as Reference Asset(s). The applicable Offering Memorandum
Supplement will list the commodities used and will provide the specific information pertaining to such
commodities.
Currencies and Exchange Rates
The Issuer may use one or more currencies and/or foreign exchange rates as Reference Asset(s). Examples of
currencies that may be used as a Reference Asset(s) are: USD, Euro, Hong Kong Dollar, British Pound, Swiss
Franc, Japanese Yen, Canadian Dollar, Australian Dollar. Notwithstanding the foregoing, other currencies
and/or foreign exchange rates are not precluded from being used as a Reference Asset(s) and will be described in
the applicable Offering Memorandum Supplement.
Interest Rates
The Issuer may use one or more interest rates as Reference Asset(s). Examples of such interest rates that may be
used are: LIBOR Rate, CMS Rate, Federal Funds Rate, Commercial Paper Rate, and Treasury Rate.
Notwithstanding the foregoing, other interest rates are not precluded from being used as a Reference Asset(s) and
will be described in the applicable Offering Memorandum Supplement.

65
Other Assets or Market Measures
The Issuer may use one or more other assets, instruments or market measures (including, but not limited to,
registered mutual funds or unregistered hedge funds) as Reference Asset(s) for Notes of any offering in any
Notes Issue. Such Reference Asset(s) will be described in the applicable Offering Memorandum Supplement for
such Notes.
Baskets
The Issuer may use a basket or combination of multiple Reference Assets described above and in the applicable
Offering Memorandum Supplement as the Reference Asset for Notes of any offering in any Notes Issue.
Specific terms of such basket will be described in the applicable Offering Memorandum Supplement.
Limitations on Mergers and Consolidations
The Indenture provides that the Issuer shall not merge out of existence or sell or lease substantially all of its
assets to another entity, unless (i) such other entity is duly organized and validly existing under the laws of its
jurisdiction of incorporation, (ii) such other entity assumes the obligations of the Issuer under the Indenture and
the Notes, including the Issuer’s obligation to pay any additional amounts described above under the section
entitled “—Additional Amounts” and (iii) the Issuer is not in default on the Notes and no default on the Notes is
occurring immediately following the merger, sale or lease of assets or other transaction. For purposes of this no-
default test, a default would include an Event of Default that has occurred and not been cured, as described under
“—Events of Default and Remedies” below. A default for this purpose would also include any event that would
be an Event of Default if the requirements for giving the Issuer notice of default or the Issuer’s default having to
continue for a specific period of time were disregarded.
Except as provided above, the Issuer shall not be permitted to consolidate or merge with another company or
firm or to sell or lease substantially all of its assets to another corporation or other entity or to buy or lease
substantially all of the assets of another corporation or other entity.
Events of Default and Remedies; Waiver of Past Defaults
Events of Default and Remedies
Under the Indenture, an event of default (“Event of Default”) with respect to the Notes of any Notes Issue,
means each one of the following events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):
(i) default by the Issuer is made in the payment or delivery of interest or principal (in cash or in
securities) due in respect of the Notes of such Notes Issue as and when the same shall become due and
payable or deliverable and such default continues for a period of 7 days, in the case of principal, or 30
days, in the case of interest; or
(ii) the Issuer or the Guarantor fails to perform or observe any covenant or agreement contained in
the Notes or in the Indenture (except for the obligations described above under clause (i) above, and
other than a covenant or agreement in respect of the Notes of such Notes Issue a default in the
performance or breach of which is specifically dealt with elsewhere in the Indenture or which has
expressly been included in the Indenture solely for the benefit of one or more Notes Issues of Notes
other than that Notes Issue) and such failure has a material adverse effect on the Notes of such Notes
Issue and is not remedied within 60 days after written notice of such failure, requiring the same to be
remedied, has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Noteholders
of at least a majority in the aggregate principal amount of the outstanding Notes of such Notes Issue
affected thereby; or

66
 (iii) the Issuer institutes or has instituted against it by a regulator, supervisor or any similar official
with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
incorporation or the jurisdiction of its head office, or the Issuer consents to a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or
other similar law affecting creditors’ rights, or the Issuer consents to a petition for its winding-up or
liquidation by it or by such regulator, supervisor or similar official, provided that proceedings instituted
or petitions presented by creditors and not consented to by the Issuer shall not constitute an Event of
Default;
(iv) in respect of Notes being offered pursuant to the registration exemption contained in Section
3(a)(2) of the Securities Act,
(A) the Guarantor enters into, or commences any proceedings in furtherance of voluntary
liquidation or dissolution; or
(B) any proceeding is instituted against the Guarantor under any Insolvency Law seeking
liquidation of its assets and the Guarantor fails to take appropriate action resulting in the
withdrawal or dismissal of such proceeding within 90 days; or
(C) there is appointed or the Guarantor consents to or acquiesces in the appointment of a
receiver, liquidator, conservator, trustee or similar official in respect of it or the whole or any
substantial part of its properties or assets or shall take any corporate action in furtherance of
any of the foregoing; or
(v) any other Event of Default provided in the supplemental indenture under which such Notes Issue
of Notes is issued or in the form of Note for such series.
“Insolvency Law” means the insolvency provisions of the U.S. Bankruptcy Code, the New York Banking Law
and any other applicable liquidation, insolvency, bankruptcy, moratorium, reorganization or similar law, now or
hereafter in effect.
Under the Indenture, if an Event of Default described in subparagraphs (i), (ii) or (v) above (if the Event of
Default in subparagraphs (ii) or (v), as the case may be, is with respect to less than all Notes Issues of Notes then
outstanding) occurs and is continuing, then, and in each and every such case, except for any Notes Issue of Notes
for which the Redemption Amount and any other amount(s) (in cash or in securities) due and payable or
deliverable on, or exchangeable for, the outstanding Notes of such Notes Issue, as specified in the terms of the
Notes of such Notes Issue shall have already become due and payable or deliverable, either the Trustee or the
Noteholders of at least a majority in aggregate principal amount of the Notes of each such affected Notes Issue
then outstanding (voting as a single class) by notice in writing to the Issuer (and to the Trustee if given by
Noteholders), may declare all of the Redemption Amount and any other amount(s) (in cash or in securities) due
and payable or deliverable on, or exchangeable for, the outstanding Notes of such Notes Issue on declaration of
acceleration as specified in the terms of the Notes of such Notes Issue, of all Notes of all such affected Notes
Issues then outstanding to be due and payable or deliverable immediately, and upon any such declaration, the
same shall become immediately due and payable or deliverable.
If an Event of Default described in subparagraph (ii) or (v) above (if the Event of Default under subparagraphs
(ii) or (v), as the case may be, is with respect to all Notes Issues of Notes then outstanding) or subparagraph (iii)
or (iv) occurs and is continuing, then and in each and every such case, unless the Redemption Amount and any
other amount(s) (in cash or in securities) due and payable or deliverable on, or exchangeable for, all the Notes as
specified in the terms of the Notes of such Notes Issue shall have already become due and payable or deliverable,
either the Trustee or the Noteholders of at least a majority in aggregate principal amount of all the Notes then
outstanding (voting as a single class), by notice in writing to the Issuer (and to the Trustee if given by the
Noteholders), may declare the entire Redemption Amount and any other amount(s) (in cash or in securities) due
and payable or deliverable on, or exchangeable for, all the Notes on declaration of acceleration as specified in the
terms of the Notes of such Notes Issue, of all the Notes of all such affected Notes Issues then outstanding to be

67
due and payable or deliverable immediately, and upon any such declaration, the same shall become immediately
due and payable or deliverable.
The Indenture provides that in case an Event of Default has occurred and is continuing and has not been waived,
the Trustee may in its discretion or, at the direction of at least a majority of the holders of the outstanding
aggregate principal amount of Notes of the applicable Notes Issue, shall proceed to protect and enforce the rights
vested in it under the Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any
power granted in the Indenture or to enforce any other legal or equitable right vested in the Trustee by the
Indenture or by law.
Any moneys collected by the Trustee in respect of any Notes Issue shall be applied in the following order at the
date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of the amount(s) (in
cash or in securities) due and payable or deliverable on, or exchangeable for, the Notes of such Notes Issue as
specified in the terms of the Notes of such Notes Issue, upon presentation of the several Notes in respect of
which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Notes of
such Notes Issue in reduced principal amounts in exchange for the presented Notes of like Notes Issue if only
partially paid, or upon surrender thereof if fully paid:
FIRST, To the payment of costs and expenses applicable to such Notes Issue in respect of which moneys
have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and
their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of gross negligence or willful misconduct,
SECOND, To the payment of the Redemption Amount (if any) or other amounts (in cash or in securities)
payable or deliverable on, or exchangeable for, the Notes of such Notes Issue then due and unpaid (or
not delivered, as the case may be), as specified in the terms of the Notes of such Notes Issue, in respect
of which or for the benefit of which such moneys have been collected and
THIRD, To payment of the remainder, if any, to the Issuer or any other Person lawfully entitled thereto.
The Indenture further provides that if an Event of Default with respect to the Notes of any Notes Issue shall have
occurred and be continuing, the Trustee shall, promptly after a responsible officer of the Trustee obtains written
notice of the occurrence of such Event of Default, give notice of such Event of Default to the holders of Notes of
each Notes Issues then outstanding directly affected thereby, in the manner in accordance with the section “–
Notices” below; unless in each case such Event of Default shall have been cured before the giving of such notice;
provided that, except in the case of default in the payment of the Redemption Amount or any other amount(s) (in
cash or in securities) due and payable or deliverable on, or exchangeable for, any of the Notes of such Notes
Issue, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or trustees and/or responsible officers of the Trustee in
good faith determines that the withholding of such notice is not materially prejudicial to the interests of the
Noteholders of such Notes Issue and shall have so advised the Issuer in writing. If such Event of Default has
been cured by the Issuer pursuant to the provisions herein, the Trustee shall give notice of such cure to the
applicable holders of outstanding Notes of the affected Notes Issue within 30 calendar days after it becomes
aware that such Event of Default has been so cured.
As set out in “—Bail-in Tool” below, in no case will the application of the Bail-in Tool constitute an Event of
Default.
Waiver of Past Defaults
The Indenture provides that, prior to the acceleration of the maturity of any Notes in accordance with the section
“—Events of Default and Remedies; Waiver of Past Defaults” above, the Trustee may, and at the direction of the
holders of at least a majority of the aggregate principal amount of the Notes of all Notes Issues at the time
outstanding, with respect to which an Event of Default shall have occurred and be continuing, (voting as a single
68
class) on behalf of the holders of all outstanding Notes of such Notes Issues, waive any past default or Event of
Default and its consequences, except a default in the payment of the Redemption Amount and any other
amount(s) (in cash or in securities) due and payable or deliverable on, or exchangeable for, the Notes of such
Notes Issues as specified in the terms of the Notes of such Notes Issues (unless such default has been cured and a
sum or securities sufficient to pay or deliver, as applicable, all matured installments of such amounts (in cash or
in securities) due otherwise than by acceleration has been deposited with the Trustee in accordance with the
section “—Events of Default and Remedies; Waiver of Past Defaults”) or a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the holder of each Note of such
affected Notes Issue (see “—Modifications of Indenture and the Terms of the Notes and the Guarantee;
Supplemental Indentures” below).
Discharge
The Indenture shall cease to be of further effect with respect to the Notes of any Notes Issue (except as to (i)
rights of registration of transfer and exchange of Notes of such Notes Issue and the Issuer’s right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of holders of
Notes appertaining thereto to receive payments as specified in the terms of Notes of such Notes Issue, upon the
original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities
of the Trustee, (v) the rights of the holders of Notes of such Notes Issue with respect to the property so deposited
with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.2 of the
Indenture), if at any time:
• the Issuer shall have paid or caused to be paid the Redemption Amount and any other amount(s) (in cash
or in securities) due and payable or deliverable on, or exchangeable for, all the Notes of any Notes Issue
outstanding (other than Notes of such Notes Issue which have been destroyed, lost or stolen and which
have been replaced or paid in accordance with the section “—Exchange and Replacement of Notes”
above) as and when the same shall have become due and payable or deliverable;
• the Issuer shall have delivered to the Trustee for cancellation all Notes of any Notes Issue theretofore
authenticated (other than any Notes of such Notes Issue which shall have been destroyed, lost or stolen
and which shall have been replaced or paid in accordance with the section “—Exchange and
Replacement of Notes” above); or
• in the case of any Notes Issue of Notes where the exact amount (including the currency of payment) of
the amounts due on which can be determined at the time of making the deposit referred to in clause (B)
below, (A) all the Notes of such Notes Issue not theretofore delivered to the Trustee for cancellation
shall have become due and payable or deliverable, or are by their terms to become due and payable or
deliverable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer shall have
irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with the
Indenture) or in securities, as applicable, or, in the case of any Notes Issue of Notes the payments on
which may only be made in U.S. dollars, direct obligations of the government of the United States of
America, backed by its full faith and credit, maturing as to principal and interest at such times and in
such amounts as shall insure the availability of cash, or a combination thereof, sufficient in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay all of the amount(s) (in cash or in securities) payable or
deliverable on, or exchangeable for, Notes of such Notes Issue on each date that amounts are due and
payable or deliverable in accordance with the terms of the Indenture and the Notes of such Notes Issue.
The Trustee, on demand of the Issuer accompanied by an officer’s certificate and an opinion of counsel and at
the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and
discharging the Indenture with respect to such Notes Issue.
All Notes surrendered for payment, redemption, registration of transfer or exchange, if surrendered to the Issuer
or any agent of the Issuer or the Trustee or any agent of the Trustee, shall be delivered to the Trustee or its agent
69
for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Notes shall be issued in lieu
thereof except as expressly permitted by any of the provisions of the Indenture. The Trustee or its agent shall
dispose of cancelled Notes held by it and deliver a certificate of disposition to the Issuer.
Defeasance
Under the Indenture, the following provisions shall apply to the Notes of each Notes Issue unless specifically
otherwise provided in an officer’s certificate or supplemental indenture. In addition to discharge of the Indenture
pursuant to the section entitled “—Discharge” above, in the case of any Notes Issue of Notes the exact amounts
(including the currency of payment) of the amounts (in cash or in securities) payable or deliverable on, or
exchangeable for, the Notes which can be determined at the time of making the deposit referred to in clause (i)
below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes of such a
Notes Issue on the 91st day after the date of the deposit referred to in clause (i) below, and the provisions of the
Indenture with respect to the Notes of such Notes Issue shall no longer be in effect (except as to (1) rights of
registration of transfer and exchange of Notes of such Notes Issue and the Issuer’s right of optional redemption,
if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (3) rights of holders of Notes to
receive payments of the amounts (in cash or in securities) payable or deliverable on, or exchangeable for, all the
Notes of any Notes Issue, upon the original stated due dates therefor (but not upon acceleration), (4) the rights,
obligations, duties and immunities of the Trustee, (5) the rights of the holders of Notes of such Notes Issue with
respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the
Issuer under Section 3.2 of the Indenture) and the Trustee, at the expense of the Issuer, shall at the Issuer’s
request, execute proper instruments acknowledging the same, if:
(i) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust dedicated solely to and segregated for, the
benefit of the holders of the Notes of such Notes Issue (A) cash or securities, as applicable, in an
amount, or (B) in the case of any Notes Issue of Notes the payments on which may only be made
in U.S. dollars, direct obligations of the government of the United States of America, maturing
as to principal and interest at such times and in such amounts as will insure the availability of
cash, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay the amounts (in cash or in securities) payable or deliverable on, or exchangeable
for, all Notes of such Notes Issue on each date that such amount is due and payable or
deliverable in accordance with the terms of the Indenture and the Notes of such Notes Issue;
(ii) such deposit will not result in a breach or violation of, or constitute a default under, any
agreement or instrument to which the Issuer is a party or by which it is bound;
(iii) the Issuer has delivered to the Trustee an opinion of counsel based on the fact that (x) the Issuer
has received from, or there has been published by, the Internal Revenue Service a ruling or (y)
since the date on which the Indenture was entered into, there has been a change in the applicable
U.S. federal income tax law, in either case to the effect that, and such opinion shall confirm that,
the beneficial owners of the Notes of such Notes Issue will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to U.S. federal income tax on the same amount and in the same manner and at the
same times, as would have been the case if such deposit, defeasance and discharge had not
occurred; and
(iv) the Issuer has delivered to the Trustee an officer’s certificate and an opinion of counsel stating
that all conditions precedent provided for relating to the defeasance contemplated by this
provision have been complied with.
Modifications of Indenture and the Terms of the Notes and the Guarantee; Supplemental Indentures
With respect to each Notes Issue of Notes and with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding in such Notes Issues affected by such
70
supplemental indenture (voting as a single class), the Issuer, the Guarantor and the Trustee may, from time to
time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders of the Notes of each such Notes
Issue. However, no such amendment or modification shall apply, without the consent of the Noteholders
affected thereby (as determined below), to Notes of such Notes Issue owned or held by such Noteholder with
respect to the following matters:
• extend the final maturity date of any Note;
• reduce the Redemption Amount or any other amounts due and payable under any Note, reduce the rate
or extend the time of payment of interest or coupon thereon;
• make the amount(s) (in cash or in securities) payable or deliverable on, or exchangeable for, the Notes of
such Notes Issue as specified in the terms of the Notes of such Notes Issue thereof, payable in any coin
or currency other than that provided in the Notes or in accordance with the terms thereof;
• change the method by which the amounts payable, such as the Redemption Amount, interest or coupon
or other amounts are determined on any Note;
• modify or amend any provisions for converting any currency into any other currency as provided in the
Notes or in accordance with the terms thereof;
• modify or amend any provisions relating to the conversion or exchange of the Notes for securities of the
Issuer or of other entities or other property (or the cash value thereof), including the determination of the
amount of securities or other property (or cash) into which the Notes shall be converted or exchanged,
other than as provided in the antidilution provisions or other similar adjustment provisions of the Notes
or otherwise in accordance with the terms thereof;
• impair or affect the right of any Noteholder to institute suit for the payment thereof or, if the Notes
provide therefor, any right of repayment at the option of the Noteholder, in each case without the consent
of the holder of each Note so affected;
• change the status of any Note so as to subordinate principal or interest thereon; or
• reduce the percentages (as specified below) of Notes of any Notes Issue, the consent of the holders of
which is required for any such amendment or modification, without the consent of the holders of each
Note so affected.
The Indenture also permits that the Issuer, the Guarantor and the Trustee may, from time to time, enter into an
indenture or indentures supplemental hereto to amend the Indenture in certain circumstances without the consent
of the holders of the Notes of each such Notes Issue for one or more of the following purposes:
• to convey, transfer, assign, mortgage or pledge to the Trustee as security or collateral for any Notes of
any one or more Notes Issues any property or assets;
• to evidence the merger of or succession of another corporation to the Issuer, or successive successions,
and the assumption by the successor corporation of the covenants, agreements and obligations of the
Issuer pursuant to the Indenture;
• to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as shall
be for the protection of the holders of any Notes in any Notes Issue, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or
provisions an Event of Default permitting the enforcement of all or any of the several remedies provided
in the Indenture;

71
 • to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any
supplemental indenture which may be defective or inconsistent with any other provision contained
therein or in any supplemental indenture;
• to make any other provisions or modifications as the Issuer may deem necessary or desirable to the terms
and conditions of any Notes of any Notes Issue or the Indenture, provided that no such action shall
materially adversely affect the rights or interests of the holders of such Notes;
• to establish the forms or terms of any Notes in any Notes Issue (including, without limitation, any
legends describing any applicable restrictions on the transfer of or resale of such Notes and any related
instructions to the Trustee or any agent of the Issuer to restrict the transfer of or resale of any such Notes
in registered form pursuant to law, regulations or practice relating to the resale or transfer of such Notes),
as permitted by the Indenture;
• to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect
to the Notes of one or more Notes Issues and to add to or change any of the provisions of the Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than
one trustee, pursuant to the Indenture; or
• surrender any right or power of the Issuer in respect of a Notes Issue of Notes or the Indenture.
The Issuer may at any time ask for written consent or call a meeting of the Noteholders of a Notes Issue to seek
their approval of the modification of or amendment to, or obtain a waiver of, any provision of such Notes Issue
of Notes of the Issuer if such approval or waiver is required hereunder. Such meeting will be held at the time and
place determined by the Issuer and specified in a notice of such meeting furnished to the Noteholders of such
Notes Issue. Such notice must be given at least 30 days and not more than 60 days prior to such meeting.
If at any time the Noteholders of at least 10% in aggregate principal amount for the then outstanding Notes of a
Notes Issue request the Trustee to call a meeting of the Noteholders of such Notes Issue for any purpose, by
written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Trustee will
call the meeting for such purpose. This meeting will be held at the time and place determined by the Trustee and
specified in a notice of such meeting furnished to the Noteholders. Such notice must be given at least 30 days
and not more than 60 days prior to such meeting.
Noteholders who hold at least a majority in aggregate principal amount of the then outstanding Notes of a Notes
Issue will constitute a quorum at a Noteholders’ meeting. In the absence of a quorum, a meeting may be
adjourned for a period of at least 20 days and not more than 45 days. At the reconvening of a meeting adjourned
for lack of quorum, there shall also be a quorum. Notice of the reconvening of any meeting may be given only
once, but must be given at least ten days and not more than 15 days prior to such meeting.
At any meeting that is duly convened, Noteholders of at least a majority in aggregate principal amount of the
Notes of a Notes Issue represented and voting at the meeting whether in person or by proxy thereunto duly
authorized in writing (or, in absence of a meeting, Noteholders holding at least a majority in aggregate principal
amount of the then outstanding Notes of a Notes Issue and providing written consents) may approve the
modification or amendment of, or a waiver of compliance for, any provision of the Notes of such Notes Issue
except for specified matters requiring the consent of each Noteholder, as set forth above. Modifications,
amendments or waivers made at such a meeting will be binding on all current and future Noteholders of the
affected Notes Issue.
Bail-in Tool
By subscribing or otherwise acquiring the Notes, Noteholders shall acknowledge, accept, consent and agree (i) to
be bound by the effect of the exercise of the Bail-in Tool (as defined below) by the Relevant Resolution
Authority (as defined below) and/or, to the extent applicable, the Regulator (as defined below), which may
include and result in, or some combination of, (A) the reduction of all, or a portion, of the Amounts Due (as
defined below) on a permanent basis, (B) the conversion of all, or a portion, of the Amounts Due into shares,

72
other securities or other obligations of the Issuer, the Guarantor or another person (and the issue to Noteholders
of the shares, securities or obligations), including by means of an amendment, modification or variation of the
terms of the Notes or the Guarantee, in which case Noteholders agree to accept in lieu of their rights under the
Notes or the Guarantee any such shares, other securities or other obligations of the Issuer or another person, (C)
the cancellation of the Notes or the Guarantee, (D) the amendment or alteration of the maturity of the Notes or
amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable,
including by suspending payment for a temporary period, and (ii) that the terms of the Notes and the Guarantee
are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Tool by the Relevant
Resolution Authority and/or, to the extent applicable, the Regulator.
In connection with any exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the extent
applicable, the Regulator, Noteholders shall (i) to the extent permitted by law, waive any and all claims, in law
and/or in equity, against the Trustee for, agree not to initiate a suit against the Trustee in respect of, and agree
that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in
accordance with the exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the extent
applicable, the Regulator with respect to the Notes and/or the Guarantee and (ii) acknowledge and agree that,
upon the exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the extent applicable, the
Regulator, (x) the Trustee will not be required to take any further directions from the Noteholders with respect to
any portion of the Notes of any Notes Issue and/or the Guarantee that are written-down, converted to equity
and/or cancelled pursuant to any exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the
extent applicable, the Regulator unless secured or indemnified to its satisfaction, (y) the Indenture will not
impose any duties upon the Trustee whatsoever with respect to the exercise of the Bail-in Tool by the Relevant
Resolution Authority and/or, to the extent applicable, the Regulator, and (z) Noteholders may not direct the
Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of the Bail-in
Tool by the Relevant Resolution Authority and/or, to the extent applicable, the Regulator or a request to call a
meeting or take any other action under the Indenture in connection with the exercise of the Bail-in Tool by the
Relevant Resolution Authority and/or, to the extent applicable, the Regulator unless the Trustee has been secured
or indemnified to its satisfaction.
Each Noteholder of Notes of any Notes Issue to which the Relevant Resolution Authority and/or, to the extent
applicable, the Regulator has exercised the Bail-in Tool shall authorize, direct and request DTC and any direct
participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action,
if required, to implement the exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the
extent applicable, the Regulator with respect to the Notes and/or the Guarantee as it may be imposed, without
any prior notice to such Noteholder and without any further action or direction on the part of such Noteholder or
the Trustee.
The Trustee will have no liability whatsoever to the Issuer, the Guarantor or any Holder or beneficial owner with
respect to actions taken to comply and cooperate with any exercise of the Bail-in Tool by the Relevant
Resolution Authority and/or, to the extent applicable, the Regulator, including the issuance of notices, orders
with respect to non-payment or other instructions to DTC in accordance with the exercise of the Bail-in Tool by
the Relevant Resolution Authority and/or, to the extent applicable, the Regulator.
“Bail-in Tool” means any power existing from time to time under any laws, regulations, rules or requirements in
effect in France, relating to the transposition of Directive 2014/59/EU of the European Parliament and of the
Council of May 15, 2014 (as amended from time to time) establishing a framework for the recovery and
resolution of credit institutions and investment firms, including without limitation pursuant to French decree-law
No. 2015-1024 dated August 20, 2015 (Ordonnance portant diverses dispositions d’adaptation de la législation
au droit de l’Union européenne en matière financière) (as amended from time to time, the “August 20, 2015
Decree Law”), Regulation (EU) No 806/2014 of the European Parliament and of the Council of July 15, 2014
establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment
firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending
Regulation (EU) No 1093/2010, or otherwise arising under French law, and in each case the instructions, rules
and standards created thereunder, pursuant to which the obligations of a Regulated Entity (as defined below) (or
an affiliate of such Regulated Entity) can be reduced (in part or in whole), cancelled, suspended, transferred,
73
varied or otherwise modified in any way, or securities of a Regulated Entity (or an affiliate of such Regulated
Entity) can be converted into shares, other securities, or other obligations of such Regulated Entity or any other
person, whether in connection with the implementation of a Bail-in Tool following placement in resolution or
otherwise
“Regulated Entity” means any entity referred to in Section I of Article L. 613-34 of the French Monetary and
Financial Code (Code Monétaire et Financier) as modified by the August 20, 2015 Decree Law, which includes
certain credit institutions, investment firms, and certain of their parent or holding companies established in
France.
“Amounts Due” means the principal amount of the Notes or Guarantee, and any accrued and unpaid interest on
the Notes that has not been previously cancelled or otherwise is no longer due.
“Regulator” means the European Central Bank and any successor or replacement thereto, or other authority
having primary responsibility for the prudential oversight and supervision of the Issuer.
“Relevant Resolution Authority” means the Autorité de contrôle prudentiel et de résolution, the Single
Resolution Board established pursuant to the Single Resolution Mechanism, and/or any other authority entitled
to exercise or participate in the exercise of any Bail-in Tool from time to time (including the Council of the
European Union and the European Commission when acting pursuant to Article 18 of the Single Resolution
Mechanism).
No repayment or payment of the Amounts Due will become due and payable or be paid after the exercise of the
Bail-in Tool with respect to the Issuer or the Guarantor by the Relevant Resolution Authority and/or, to the
extent applicable, the Regulator unless at the time such repayment or payment, respectively, is scheduled to
become due, such repayment or payment would be permitted to be made by the Issuer or the Guarantor under the
laws and regulations in effect in France and the European Union applicable to the Issuer or the Guarantor or
other members of the Issuer’s group as applicable.
Upon the Issuer or the Guarantor becoming aware of the exercise of the Bail-in Tool with respect to any Notes or
the Guarantee, the Issuer or the Guarantor, as the case may be, shall notify DTC, the Trustee and the Holders, in
accordance with “—Notices” below. The Issuer shall provide a copy of such notice to the Trustee for
informational purposes only. Any delay or failure by the Issuer or the Guarantor to give notice shall not affect
the validity and enforceability of the Bail-in Tool nor its effect on the Notes and the Guarantee.
Neither a cancellation of the Notes or the Guarantee, a reduction, in part or in full, of the Amounts Due, the
conversion thereof into another security or obligation of the Issuer or another person, as a result of the exercise
of the Bail-in Tool by the Relevant Resolution Authority and/or, to the extent applicable, the Regulator with
respect to the Issuer, nor the exercise of any Bail-in Tool by the Relevant Resolution Authority and/or, to the
extent applicable, the Regulator shall constitute an Event of Default and the terms and conditions of the Notes
and the Guarantee shall continue to apply in relation to the residual Amounts Due subject to any modification of
the amount of interest payable or deliveries of the amounts (in cash or in securities) payable on, or exchangeable
for, such Notes or the Guarantee to reflect the reduction of the principal amount, and any further modification of
the terms that the Relevant Resolution Authority and/or, to the extent applicable, the Regulator may decide in
accordance with applicable laws and regulations relating to the resolutions of banks, banking group companies,
credit institutions and/or investment firms incorporated in France. Notwithstanding the foregoing, following the
completion of the exercise of the Bail-in Tool by the Relevant Authority and/or, to the extent applicable, the
Regulator, any Notes remain outstanding (for example, if the exercise of the Bail-in Tool results in only a partial
write-down of the Amounts Due), then the Trustee’s duties under the Indenture shall remain applicable with
respect to the Notes and the Guarantee in relation to such Amounts Due following such completion to the extent
that the Issuer, the Guarantor and the Trustee shall agree pursuant to a supplemental indenture.
If the Relevant Resolution Authority and/or, to the extent applicable, the Regulator exercises the Bail-in Tool
with respect to less than the total Amounts Due, unless the Trustee is otherwise instructed by the Issuer or the
Relevant Resolution Authority and/or, to the extent applicable, the Regulator, any cancellation, write-off or

74
conversion made in respect of the Notes or the Guarantee pursuant to the Bail-in Tool will be made on a pro-rata
basis and, in the case of Notes held by DTC, consistent with the practices and procedures of DTC.
In addition to the right to enter into supplemental indentures pursuant to any other article of the Indenture, the
Issuer, the Guarantor and the Trustee may enter into one or more indentures supplemental thereto to modify and
amend the terms of the Indenture or the Notes of any Notes Issue, without the further consent of the Noteholders
of the Notes of each such Notes Issue, to the extent necessary to give effect to the application of the Bail-in Tool
by the Relevant Resolution Authority
Waiver of Set-Off
No Noteholder may at any time exercise or claim any Waived Set-Off Rights (as defined below) against any
right, claim or liability the Issuer and/or, in the case of 3(a)(2) Notes only, the Guarantor, has or may have or
acquire against such holder, directly or indirectly, howsoever arising (and, for the avoidance of doubt, including
all such rights, claims and liabilities arising under or in relation to any and all agreements or other instruments of
any sort or any non-contractual obligations, in each case whether or not relating to such Note or the Guarantee)
and each such holder shall be deemed to have waived all Waived Set-Off Rights to the fullest extent permitted by
applicable law in relation to all such actual and potential rights, claims and liabilities.
For the avoidance of doubt, nothing in this subsection “—Waiver of Set-Off” is intended to provide or shall be
construed as acknowledging any right of deduction, set-off, netting, compensation, retention or counterclaim or
that any such right is or would be available to any holder of any such Note, but for this subsection “—Waiver of
Set-Off.”
For the purposes of this subsection, “Waived Set-Off Rights” means any and all rights of or claims of any
holder of any Note for deduction, set-off, netting, compensation, retention or counterclaim arising directly or
indirectly under or in connection with any such Note and/or the Guarantee.
Trustee, Paying Agent and Authenticating Agent
The Indenture contains provisions regarding the appointment and removal of the Trustee, the Paying Agent and
an Authenticating Agent. The Indenture provides that the Trustee may at any time resign with respect to one or
more or all Notes Issues of Notes by giving a 60 days’ prior written notice of resignation to the Issuer and if any
registered Notes of a Notes Issue affected are then outstanding, by mailing notice of such resignation to the
holders of then outstanding registered Notes of each Notes Issue affected at their addresses as they shall appear
on the registry books or by facsimile transmission (effective upon confirmation of receipt). Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the
applicable Notes Issue. The Issuer may remove the Trustee at any time, for good and reasonable cause as shall
be determined by the Issuer in its sole discretion. If the Trustee resigns or is removed or shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or
of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its
property or affairs, or if a vacancy exists in the office of the Trustee for any other reason, the Issuer shall
promptly appoint a successor Trustee. The Indenture further provides that the Trustee shall act as the Note
registrar and shall maintain an office in the Borough of Manhattan, The City of New York.
The Indenture provides that the Trustee shall act as the initial paying agent, with respect to each Notes Issue of
Notes, upon the terms and subject to the conditions set forth in the Indenture. The Indenture provides that the
Issuer may at any time appoint a paying agent other than the Trustee. The Issuer shall require any paying agent
other than the Trustee to agree:
• that it will hold all sums or securities, as applicable, received by it as such agent for the payment of the
amount(s) (in cash or in securities) payable or deliverable on, or exchangeable for, the Notes of such
Notes Issue (whether such sums have been paid or such securities have been delivered to it by the Issuer
or by any other obligor on the Notes of such Notes Issue) in trust for the benefit of the holders of the
Notes of such Notes Issue or of the Trustee,

75
 • that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes of
such Notes Issue) to make any payment of the amount(s) (in cash or in securities) payable or deliverable
on, or exchangeable for, the Notes of such Notes Issue when the same shall be due and payable or
deliverable, as applicable and
• that it will pay any such sums or make deliveries of any such securities so held in trust by it to the
Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in
the second bullet point above.
The Indenture provides that, as long as any Notes of a Notes Issue remain outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an authenticating agent which shall be authorized
to act on behalf of the Trustee to authenticate Notes, including Notes issued upon exchange, registration of
transfer, partial redemption, or new Notes in exchange or substituted for those Notes that become mutilated,
defaced or destroyed, lost or stolen. Notes of each such Notes Issue authenticated by such authenticating agent
shall be entitled to the benefits of the Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee.
All money or other property received by the Trustee shall, until used or applied as provided in the Indenture, be
held in trust for the purposes for which they were received, but the moneys need not be segregated from other
funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the
Issuer or the Trustee shall be under any liability for interest on any money or other property received by it
thereunder.
Notices
Any notice or demand which by any provision of the Indenture is required or permitted to be given or served by
the Trustee or by the holders of Notes to or on the Issuer shall be in writing and may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically provided) addressed (until another
address of the Issuer is filed by the Issuer with the Trustee) to Société Générale, at (as of the date hereof) 245
Park Avenue, New York, NY 10167, Attention: General Counsel.
Any notice or demand which by any provision of the Indenture is required or permitted to be given or served by
the Trustee or by the holders of Notes to or on the Guarantor shall be in writing and may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise specifically provided) addressed (until
another address of the Guarantor is filed by the Guarantor with the Trustee) to Société Générale, New York
Branch, at (as of the date hereof) 245 Park Avenue, New York, NY 10167, Attention: General Counsel.
Any notice, direction, request or demand by the Issuer or any holder of Notes to or upon the Trustee shall be in
writing and shall be deemed to have been sufficiently given or served by being deposited postage prepaid, first-
class mail (except as otherwise specifically provided) addressed (until another address of the Trustee is filed by
the Trustee with the Issuer) to The Bank of New York Mellon, 101 Barclay Street, 7th Floor West, New York, NY
10286, Attention: Corporate Trust Administration, Dealing & Trading Unit, provided that no notice, direction,
request or demand to or upon the Trustee shall be deemed given or served until actually received by the Trustee
at its address set forth above.
The Indenture provides that, except as otherwise expressly provided therein, for notice to holders of registered
Notes, such notice shall be sufficiently given (unless otherwise therein expressly provided) if in writing and
mailed, first-class postage prepaid, to each holder entitled thereto, at the last address of the holder as it appears in
the security register, or by facsimile transmission to the facsimile number of the holder as it appears in the
security register (effective upon confirmation of receipt).
In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail
notice to the holders when such notice is required to be given pursuant to the Indenture, then any manner of
giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of
such notice.

76
Notwithstanding the foregoing, the Indenture provides that, in the case of Global Notes, there may be substituted
for such mailing of notice the delivery of the relevant notice to DTC for communication by it to the Direct
Participants through whom the holders of interests in the relevant Global Notes hold their interests. Any notice
shall be deemed to have been given on the date of the mailing of such notice.
Governing Law; Consent to Jurisdiction and Service of Process
The Indenture, the Guarantee and each Note shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to principles of conflicts of laws.
The Issuer has consented to the jurisdiction of the courts of the State of New York and the U.S. federal courts
located in The County of New York with respect to any action that may be brought in connection with the Notes.
The Issuer has appointed Société Générale, New York Branch (whose address, as of the date hereof, is 245 Park
Avenue, New York, NY 10167) as its agent upon whom process may be served in any action brought against the
Issuer in any U.S. or New York State court.

77
 TAXATION

United States Federal Income Taxation

The following discussion summarizes certain U.S. federal income tax consequences of the purchase, beneficial
ownership and disposition of Notes.
For purposes of this summary, a “U.S. holder” is a beneficial owner of a Note that is:
• an individual who is a citizen or a resident of the United States for U.S. federal income tax purposes;
• a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is
created or organized in or under the laws of the United States or any State thereof or the District of
Columbia;
• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
• a trust if (1) a court within the United States is able to exercise primary supervision over its
administration, and one or more United States persons (as defined for U.S. federal income tax purposes)
have the authority to control all substantial decisions of the trust or (2) such trust has a valid election in
effect under the applicable U.S. Treasury Regulations to be treated as a domestic trust.
For purposes of this summary, a “non-U.S. holder” is a beneficial owner of a Note (other than an entity
classified as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.
An individual may, subject to certain exceptions, be deemed to be a resident of the United States for U.S. federal
income tax purposes by reason of being present in the United States for at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three year period ending in the current calendar year (counting for
such purposes all of the days present in the current year, one third of the days present in the immediately
preceding year, and one sixth of the days present in the second preceding year).
This summary is based on interpretations of the Code, existing and proposed U.S. Treasury Regulations issued
thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to
change. Any such change may be applied retroactively and may adversely affect the U.S. federal income tax
consequences described herein. Except as specifically provided below, this summary addresses only holders that
purchase Notes at initial issuance, and own Notes as capital assets (as defined in Section 1221 of the Code) and
not as part of a “straddle,” “hedge,” or a “conversion transaction” for U.S. federal income tax purposes or as part
of some other integrated investment. This summary does not discuss all of the tax consequences that may be
relevant to particular investors, and does not address state, local, non-U.S. or other tax laws (including estate or
gift tax, the alternative minimum tax or the Medicare tax on net investment income). This summary also does
not discuss all of the tax considerations that may be relevant to certain types of investors subject to special
treatment under the U.S. federal income tax laws, such as banks, thrifts or other financial institutions; insurance
companies; securities dealers or brokers or dealers in currencies, or traders in securities electing mark-to-market
treatment for U.S. federal income tax purposes; regulated investment companies or real estate investment trusts;
small business investment companies; S corporations; investors holding the Notes in connection with a trade or
business conducted outside of the United States; partnerships or other entities treated as partnerships for U.S.
federal income tax purposes and investors that hold their Notes through a partnership or other entity treated as a
partnership for U.S. federal income tax purposes; U.S. holders whose functional currency is not the U.S. dollar;
certain former citizens or residents of the United States; retirement plans or other tax-exempt entities; persons
holding the Notes in tax-deferred or tax-advantaged accounts; U.S. holders that are required to take certain
amounts into income no later than the time such amounts are reflected on an applicable financial statement; or
“controlled foreign corporations” or “passive foreign investment companies,” both as defined for U.S. federal
income tax purposes. Moreover, the summary does not address Notes treated as equity for U.S. federal income
tax purposes or Notes that are physically settled, except as described under “Taxation—United States Federal
Income Taxation—Tax Treatment of U.S. Holders—Treatment of the Notes Other Than as Indebtedness for U.S.

78
Federal Income Tax Purposes—Certain Notes Treated as a Put Option and a Deposit” and “—Certain Notes
Treated as Forward Contracts or Other Executory Contracts.”
Where the Notes are linked to the performance of shares of a company (including a non-corporate entity such as
a partnership) or index of companies (“Underlying Shares”), we will not attempt to ascertain whether the
company should be treated as a “U.S. real property holding corporation” (“USRPHC”) within the meaning of
Section 897 of the Code or a “passive foreign investment company” (“PFIC”) within the meaning of Section
1297 of the Code. If any issuer of Underlying Shares were so treated, certain adverse U.S. federal income tax
consequences might apply to Noteholders, in the case of a USRPHC if the Noteholder is a non-U.S. holder, and
in the case of a PFIC if the Noteholder is a U.S. holder, upon the sale, exchange or other disposition of the Notes.
Noteholders should refer to information filed with the Securities and Exchange Commission or another
governmental authority by the issuers of the Underlying Shares and consult their tax advisors regarding the
possible consequences if any issuer of Underlying Shares is or becomes a USRPHC or PFIC.
If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax
purposes) is the beneficial owner of any Note, the treatment of a partner in the partnership will generally depend
upon the status of such partner and the activities of the partnership. Persons considering the purchase of Notes
should consult their own tax advisors concerning the application of U.S. federal income tax laws to their
particular situations as well as any consequences of the purchase, beneficial ownership and disposition of the
Notes arising under the laws of any other taxing jurisdiction.
The applicable Offering Memorandum Supplement may contain a further discussion of the special U.S. federal
income tax consequences applicable to certain Notes. The summary of the U.S. federal income tax
considerations contained in the applicable Offering Memorandum Supplement supersedes the following
summary to the extent it is inconsistent therewith.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR
TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE
NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-
U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
FATCA Withholding
Pursuant to certain provisions of U.S. law, commonly known as FATCA, a withholding tax of 30% is imposed
on certain U.S. source payments (including dividend equivalent payments, as defined in “Taxation—United
States Federal Income Taxation—Tax Treatment of Non-U.S. Holders—Dividend Equivalent Payments”) made
to persons that fail to meet certain certification or reporting requirements. In addition, a “foreign financial
institution” may be required to withhold on certain payments it makes (“foreign passthru payments”) to
persons that fail to meet certain certification, reporting, or related requirements. The Issuer believes that it is a
foreign financial institution for these purposes. A number of jurisdictions (including France) have entered into,
or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA
(“IGAs”), which modify the way in which FATCA applies in their jurisdictions.
Under FATCA, withholding potentially would apply to (i) certain U.S. source payments, and (ii) foreign passthru
payments made on or after the date that is two years after the date on which the final U.S. Treasury Regulations
defining “foreign passthru payments” are published in the Federal Register. While FATCA withholding would
also have applied to payments of gross proceeds from the sale or other disposition of property that can produce
U.S. source interest or dividends if the disposition generating such proceeds occurs on or after January 1, 2019,
proposed U.S. Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely.
Although these proposed U.S. Treasury Regulations are not final, they can be relied upon until final U.S.
Treasury Regulations are issued. FATCA withholding in respect of foreign passthru payments is not required for
“obligations” that are not treated as equity for U.S. federal income tax purposes unless such obligations are
issued or materially modified after the date that is six months after the date on which the final U.S. Treasury
Regulations defining “foreign passthru payments” are published in the Federal Register. For Notes that are
subject to FATCA withholding solely because they are treated as giving rise to dividend equivalent payments,
79
withholding is not required until six months after the date on which instruments such as the Notes are first treated
as giving rise to dividend equivalent payments, unless the Notes are materially modified after such date, or the
Notes are treated as equity for U.S. federal income tax purposes. Certain aspects of the application of these rules
to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or
an IGA with respect to payments on instruments such as the Notes (other than U.S. source payments or payments
treated as dividend equivalent payments), is not clear at this time.
In the event that any withholding would be required pursuant to FATCA or an IGA with respect to payments on
the Notes, none of the Issuer, the Guarantor or any other person would be required to pay additional amounts in
respect of the Notes as a result of such withholding.
FATCA IS PARTICULARLY COMPLEX AND SIGNIFICANT ASPECTS OF WHEN AND HOW
FATCA WILL APPLY REMAIN UNCLEAR. EACH NOTEHOLDER SHOULD CONSULT ITS OWN
TAX ADVISOR TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN
HOW FATCA MIGHT AFFECT THE NOTEHOLDER IN ITS PARTICULAR CIRCUMSTANCES.
Tax Treatment of U.S. Holders
Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes
Unless otherwise specified in the applicable Offering Memorandum Supplement, we intend to treat the Notes as
indebtedness for U.S. federal income tax purposes and except as provided below under “—Treatment of the
Notes Other Than as Indebtedness for U.S. Federal Income Tax Purposes,” the balance of this summary assumes
that the Notes are treated as indebtedness for U.S. federal income tax purposes. However, whether the Notes
constitute indebtedness for U.S. federal income tax purposes depends on a number of factors and, if the Notes are
not properly treated as indebtedness for U.S. federal income tax purposes, the U.S. federal income tax
consequences of investments in such Notes may be different from those described below.
The U.S. federal income tax characterization of the Notes of a Notes Issue may be uncertain and will depend on
the terms of those Notes. The determination of whether an obligation constitutes debt, equity or some other
instrument or interest for U.S. federal income tax purposes is based on all the relevant facts and circumstances.
There may be no statutory, judicial or administrative authority directly addressing the characterization of some of
the types of Notes that are anticipated to be issued under the Program or of instruments similar to the Notes.
Depending on the terms of a particular Notes Issue, the Notes may not be characterized as debt for U.S. federal
income tax purposes despite the form of the Notes as debt instruments. For example, Notes of a Notes Issue may
be more properly characterized as collateralized put options, prepaid forward contracts or some other type of
financial instrument. Alternatively, the Notes may be characterized as equity of the Issuer. In particular, the
Bail-in Tool creates a risk that the Notes may be characterized as equity of the Issuer. Additional alternative
characterizations may also be possible. Further possible characterizations, if applicable, may be discussed in the
applicable Offering Memorandum Supplement.
No rulings will be sought from the Internal Revenue Service (the “IRS”) regarding the characterization of any of
the Notes issued hereunder for U.S. federal income tax purposes. Each holder should consult its own tax advisor
about the proper characterization of the Notes for U.S. federal income tax purposes and consequences to the
holder of acquiring, owning or disposing of the Notes.
Special rules apply to variable rate debt instruments, short-term debt instruments, contingent payment debt
instruments and foreign currency debt instruments, as discussed below and under “—Variable Rate Debt
Instruments,” “—Short-term Debt Instruments,” “—Contingent Payment Debt Instruments” and “—Foreign
Currency Notes.”
Payments of Interest. Payments of interest on a Note generally will be taxable to a U.S. holder as ordinary
interest income at the time such payments are accrued or received (in accordance with the U.S. holder’s regular
method of accounting for U.S. federal income tax purposes), provided that the interest is “qualified stated
interest” (as defined below).

80
Original Issue Discount. The following summary is a general discussion of the U.S. federal income tax
consequences to U.S. holders of the purchase, ownership and disposition of Notes issued with original issue
discount (“OID”).
A Note with a term of more than one year will have OID for U.S. federal income tax purposes if the Note’s
“issue price” is less than the Note’s “stated redemption price at maturity” by an amount that is equal to or more
than a de minimis amount, as discussed below.
The issue price of a Note generally is the first price at which a substantial amount of the “issue” of Notes is sold
to the public for money (excluding sales to bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters, placement agents or wholesalers), excluding pre-issuance accrued interest (as discussed
below under “—Pre-Issuance Accrued Interest”).
The “stated redemption price at maturity” of a Note generally is the total amount of all payments provided by the
Note other than “qualified stated interest” payments.
Qualified stated interest generally is stated interest that is “unconditionally payable” in cash or property (other
than debt instruments of the issuer) at least annually during the entire term of the Note either at a single fixed
rate, or a qualifying variable rate (in the circumstances described below under “—Variable Rate Debt
Instruments”). Qualified stated interest is taxable to a U.S. holder when accrued or received in accordance with
the U.S. holder’s regular method of tax accounting, as described above under “—Payments of Interest.”
Interest is considered unconditionally payable only if reasonable legal remedies exist to compel timely payment
or the Note otherwise provides terms and conditions that make the likelihood of late payment (other than a late
payment within a reasonable grace period) or non-payment a remote contingency. Interest is payable at a single
fixed rate only if the rate appropriately takes into account the length of the interval between stated interest
payments. Thus, if the interval between payments varies during the term of the instrument, the value of the fixed
rate on which payment is based generally must be adjusted to reflect a compounding assumption consistent with
the length of the interval preceding the payment.
Notes having de minimis OID generally will be treated as not having OID (and all stated interest on such a Note
will be treated as qualified stated interest) unless a U.S. holder elects to treat all interest on the Note as OID. See
“—Election to Treat All Interest and Discount as OID (Constant Yield Method).” A Note will be considered to
have de minimis OID if the difference between its stated redemption price at maturity and its issue price is less
than the product of ¼ of 1% of the stated redemption price at maturity and the number of complete years from
the issue date to maturity (or the weighted average maturity in the case of a Note that provides for payment of an
amount other than qualified stated interest prior to maturity). A Note’s weighted average maturity is the sum of
the following amounts determined for each payment on a Note (other than a payment of qualified stated interest):
(i) the number of complete years from the issue date until the payment is made multiplied by (ii) a fraction, the
numerator of which is the amount of the payment and the denominator of which is the Note’s stated redemption
price at maturity.
U.S. holders of Notes having OID will be required to include OID in gross income for U.S. federal income tax
purposes as it accrues (regardless of the U.S. holder’s regular method of tax accounting), which may be in
advance of receipt of the cash attributable to such income. OID accrues under the constant yield method, based
on a compounded yield to maturity, as described below. Accordingly, U.S. holders of Notes having OID will
generally be required to include in income increasingly greater amounts of OID in successive accrual periods.
The annual amount of OID includible in income by the initial U.S. holder of a Note having OID will equal the
sum of the “daily portions” of the OID with respect to the Note for each day on which the U.S. holder held the
Note during the taxable year. Generally, the daily portions of OID are determined by allocating to each day in an
“accrual period” the ratable portion of OID allocable to the accrual period. The term accrual period means an
interval of time with respect to which the accrual of OID is measured and which may vary in length over the
term of the Note, provided that each accrual period is no longer than one year and each scheduled payment of
principal or interest occurs on either the first or last day of an accrual period.

81
The amount of OID allocable to an accrual period will be the excess of:
• the product of the “adjusted issue price” of the Note at the commencement of the accrual period and its
“yield to maturity” over
• the amount of any qualified stated interest payments allocable to the accrual period.
The adjusted issue price of a Note at the beginning of the first accrual period is the Note’s issue price and, on any
day thereafter, it is the sum of the issue price and the amount of OID previously includible in the gross income of
the U.S. holder (without regard to any “acquisition premium” as described below), reduced by the amount of any
payment other than a payment of qualified stated interest previously made on the Note. If an interval between
payments of qualified stated interest contains more than one accrual period, the amount of qualified stated
interest that is payable at the end of the interval (including any qualified stated interest that is payable on the first
day of the accrual period immediately following the interval) is allocated on a pro-rata basis to each accrual
period in the interval, and the adjusted issue price at the beginning of each accrual period in the interval is
increased by the amount of any qualified stated interest that has accrued prior to the first day of the accrual
period but is not payable until the end of the interval. The yield to maturity of a Note is the yield to maturity
computed on the basis of compounding at the close of each accrual period and appropriately adjusted to take into
account the length of the particular accrual period. If all accrual periods are of equal length except for a shorter
initial accrual period or a shorter initial and final accrual period, the amount of OID allocable to the initial period
may be computed using any reasonable method; however, the OID allocable to the final accrual period will
always be the difference between the amount payable at maturity (other than a payment of qualified stated
interest) and the adjusted issue price of the Note at the beginning of the final accrual period.
Pre-Issuance Accrued Interest. If (i) a portion of the initial purchase price of a Note is attributable to
pre-issuance accrued interest, (ii) the first stated interest payment on the Note is to be made within one year of
the Note’s issue date, and (iii) the payment will equal or exceed the amount of pre-issuance accrued interest, then
the issue price of the Note may be computed by subtracting the amount of the pre-issuance accrued interest. In
that event, a portion of the first stated interest payment will be treated as a return of the excluded pre-issuance
accrued interest and not as an amount payable on the Note.
Notes Subject to Call or Put Options. For purposes of calculating the yield and maturity of a Note subject to
an option, in general, a call option held by the Issuer is presumed exercised if, upon exercise, the yield on the
Note is less than it would have been had the option not been exercised, and a put option held by a holder is
presumed exercised if, upon exercise, the yield on the Note is more than it would have been had the option not
been exercised. The effect of this rule generally may be to accelerate or defer the inclusion of OID in the income
of a U.S. holder whose Note is subject to a put option or a call option, as compared to a Note that does not have
such an option. If any option that is presumed to be exercised is not in fact exercised, the Note is treated as
retired and reissued solely for purposes of the OID rules on the date of presumed exercise for an amount equal to
the Note’s adjusted issue price on that date. The deemed reissuance will have the effect of redetermining the
Note’s yield and maturity for OID purposes and any related subsequent accruals of OID. If such a deemed
reissuance occurs when the remaining term of the Notes is one year or less, it is possible that the Note would
thereafter be treated as a short-term debt instrument. See “—Short-Term Debt Instruments” below.
Variable Rate Debt Instruments. Certain Notes that qualify as “variable rate debt instruments” are subject to
the special rules described below. A Note will qualify as a variable rate debt instrument if (a) the Note’s issue
price does not exceed the total noncontingent principal payments due under the Note by more than a specified de
minimis amount and (b) the Note provides for stated interest, paid or compounded at least annually, at current
values of (i) one or more qualified floating rates, (ii) a single fixed rate and one or more qualified floating rates,
(iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating
rate. The applicable Offering Memorandum Supplement will indicate whether we intend to treat a Note as a
variable rate debt instrument that is subject to these special rules.
A “qualified floating rate” is any variable rate where variations in the value of such rate can reasonably be
expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which
the Note is denominated. Although a multiple of a qualified floating rate generally will not itself constitute a
82
qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is
greater than .65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the
product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35, increased
or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified
floating rates that can reasonably be expected to have approximately the same values throughout the term of the
Note (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on
the Note’s issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable
rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such
as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under
certain circumstances, fail to be treated as a qualified floating rate.
Under proposed U.S. Treasury Regulations, Notes referencing an interbank offered rate (“IBOR”) that are
treated as having a qualified floating rate for purposes of the above will not fail to be so treated merely because
the terms of the Notes provide for a replacement of the IBOR in the case of a benchmark rate replacement. In
particular, under such proposed regulations, the IBOR referencing rate and the replacement rate are treated as a
single qualified rate. However, under the proposed regulations, it is possible that such replacement could be
treated as a significant modification of the relevant Notes. In such event, for U.S. federal income tax purposes,
the Notes would be treated as having been exchanged for new notes and a U.S. holder could be required to
recognized taxable gain with respect to such Notes as a result of the deemed exchange. Taxpayers may rely on
the proposed regulations until final regulations adopting the rules are published in the Federal Register. U.S.
holders should consult their tax advisors regarding the consequences to them of holding Notes that reference an
IBOR and the potential occurrence of a benchmark rate replacement.
An “objective rate” is a rate that is not itself a qualified floating rate but which is determined using a single fixed
formula and that is based on objective financial or economic information. A rate will not qualify as an objective
rate if it is based on information that is within the control of the issuer (or a related party) or that is unique to the
circumstances of the issuer (or a related party) such as dividends, profits, or the value of the issuer’s stock
(although a rate does not fail to qualify as an objective rate merely because it is based on the credit quality of the
issuer). A rate will not be an objective rate if it is reasonably expected that the average value of the rate during
the first half of the Note’s term will be either significantly less than or significantly greater than the average
value of the rate during the final half of the Note’s term. A “qualified inverse floating rate” is any objective rate
which is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be
expected to inversely reflect contemporaneous variations in the qualified floating rate. Further, if a Note
provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that
is either a qualified floating rate or an objective rate and if the variable rate on the Note’s issue date is intended
to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value
of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute
either a single qualified floating rate or objective rate, as the case may be.
A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a
“current value” of that rate. A “current value” of a rate is the value of the rate on any day that is no earlier than 3
months prior to the first day on which that value is in effect and no later than 1 year following that first day.
If a Note that provides for stated interest at either a single qualified floating rate or a single objective rate
throughout the term thereof qualifies as a “variable rate debt instrument,” and if the stated interest on such Note
is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then
all stated interest on the Note will constitute qualified stated interest and will be taxed accordingly. Thus, a Note
that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the
term thereof and that qualifies as a “variable rate debt instrument” will generally not be treated as having been
issued with OID unless the Note is issued at a “true” discount (i.e., at a price below the Note’s stated principal
amount) equal to or in excess of a specified de minimis amount.
In general, any Note that qualifies as a “variable rate debt instrument” will be converted into an “equivalent”
fixed rate debt instrument for purposes of determining the amount and accrual of OID and qualified stated
interest on the Note. U.S. Treasury Regulations generally require that such a Note be converted into an
83
“equivalent” fixed rate debt instrument by substituting, for any qualified floating rate or qualified inverse
floating rate provided for under the terms of the Note, a fixed rate equal to the value of the qualified floating rate
or qualified inverse floating rate, as the case may be, as of the Note’s issue date. Any objective rate (other than a
qualified inverse floating rate) provided for under the terms of the Note is converted into a fixed rate that reflects
the yield that is reasonably expected for the Note. In the case of a Note that qualifies as a “variable rate debt
instrument” and provides for stated interest at a fixed rate in addition to either one or more qualified floating
rates or a qualified inverse floating rate, the fixed rate is initially converted into a qualified floating rate (or a
qualified inverse floating rate, if the Note provides for a qualified inverse floating rate). Under such
circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be
such that the fair market value of the Note as of the Note’s issue date is approximately the same as the fair
market value of an otherwise identical debt instrument that provides for either the qualified floating rate or
qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a
qualified floating rate or a qualified inverse floating rate, the Note is then converted into an “equivalent” fixed
rate debt instrument in the manner described above.
Once the Note is converted into an “equivalent” fixed rate debt instrument pursuant to the foregoing rules, the
amount of qualified stated interest and OID, if any, are determined for the “equivalent” fixed rate debt instrument
by applying the general OID rules to the “equivalent” fixed rate debt instrument and a U.S. holder of the Note
will account for such OID and qualified stated interest as if the U.S. holder held the “equivalent” fixed rate debt
instrument. In each accrual period appropriate adjustments will be made to the amount of qualified stated
interest or OID assumed to have been accrued or paid with respect to the “equivalent” fixed rate debt instrument
in the event that such amounts differ from the actual amount of interest accrued or paid on the Note during the
accrual period.
If a Note that provides for a floating rate of interest does not qualify as a “variable rate debt instrument,” then
such Note will be treated as a contingent payment debt instrument, as described below.
Short-Term Debt Instruments. Certain Notes that are treated as “short-term” debt instruments (i.e., Notes with
a term of one year or less, taking into account the last possible date that the Notes could be outstanding pursuant
to their terms) are subject to special rules. U.S. holders that report income for U.S. federal income tax purposes
using the accrual method and certain other holders are required to include OID (equal to the difference between
(i) the sum of all payments on the Note and (ii) its issue price) in income. No payment on a short-term debt
instrument is treated as qualified stated interest. OID on Notes that are short-term debt instruments is accrued on
a straight-line basis, unless an irrevocable election with respect to the Note is made to accrue the OID under the
constant yield method based on daily compounding.
In general, an individual or other cash-method U.S. holder of a short-term debt instrument is not required to
accrue OID with respect to a Note that is a short-term debt instrument, unless the U.S. holder elects to do so, but
should be required to include any stated interest paid on the Note that is a short-term debt instrument in income
as the interest is received. An election by a cash-method U.S. holder to accrue OID on a Note that is a short-term
debt instrument applies to all short-term debt instruments acquired by the U.S. holder during the first taxable
year for which the election is made, and all subsequent taxable years of the U.S. holder, unless the IRS consents
to a revocation. In the case of a U.S. holder that is not required (and does not elect) to include OID in income
currently, any gain realized on the sale, exchange, retirement, redemption or other disposition of a Note that is a
short-term debt instrument is treated as ordinary income to the extent of the OID that had accrued on a straight-
line basis (or, if elected, under the constant yield method based on daily compounding) through the date of sale,
exchange, retirement, redemption or other disposition and the U.S. holder will be required to defer deductions for
any interest paid on indebtedness incurred or maintained to purchase or carry the Note in an amount not
exceeding the accrued OID (determined on a ratable basis, unless the U.S. holder elects to use a constant yield
basis) on the Note, until the OID is recognized or the Note is disposed of in a taxable transaction.
Market Discount and Premium. If at initial issuance a U.S. holder purchases a Note, other than a contingent
payment debt instrument or a short-term debt instrument, for an amount that is less than the Note’s issue price,
the amount of the difference generally will be treated as market discount for U.S. federal income tax purposes.
The amount of any market discount generally will be treated as de minimis and disregarded if the amount is less
84
than the product of ¼ of 1% of the stated redemption price at maturity of the Note and the number of complete
remaining years to maturity (or weighted average remaining maturity in the case of Notes paying any amount
other than qualified stated interest prior to maturity) unless a U.S. holder elects to treat all interest on the Note as
OID. See “—Election to Treat All Interest and Discount as OID (Constant Yield Method).”
A U.S. holder is required to treat any principal payment on, or any gain on the sale, exchange, retirement,
redemption or other disposition of, a Note as ordinary income to the extent of any accrued market discount that
has not previously been included in income. If the Note is disposed of in a nontaxable transaction (other than
certain specified nonrecognition transactions), accrued market discount will be includible as ordinary income to
the U.S. holder as if the U.S. holder had sold the Note at its then fair market value. In addition, the U.S. holder
may be required to defer, until the maturity of the Note or its earlier disposition in a taxable transaction, the
deduction of all or a portion of the interest expense on any indebtedness incurred or continued to purchase or
carry the Note.
Market discount accrues ratably during the period from the date of acquisition to the maturity of a Note, unless
the U.S. holder elects to accrue it under the constant yield method. A U.S. holder of a Note may elect to include
market discount in income currently as it accrues (either ratably or under the constant yield method), in which
case the rule described above regarding deferral of interest deductions will not apply. The election to include
market discount currently applies to all market discount obligations acquired during or after the first taxable year
to which the election applies and may not be revoked without the consent of the IRS. If an election is made to
include market discount in income currently, the basis of the Note in the hands of the U.S. holder will be
increased by the market discount thereon as it is included in income.
A U.S. holder that purchases a Note having OID, other than a contingent payment debt instrument or short-term
debt instrument, at initial issuance for an amount exceeding its issue price and less than or equal to the sum of all
remaining amounts payable on the Note other than payments of qualified stated interest will be treated as having
purchased the Note with acquisition premium. The amount of OID that the U.S. holder must include in gross
income with respect to such Note will be reduced in the proportion that the excess bears to the OID remaining to
be accrued as of the Note’s acquisition date and ending on the stated maturity date. Rather than apply the above
fraction, a U.S. holder that, as discussed below, elects to treat all interest as OID would calculate OID accruals
on a constant yield to maturity basis using the purchase price as the issue price.
A U.S. holder that acquires a Note, other than a contingent payment debt instrument, for an amount that is
greater than the sum of all remaining amounts payable on the Note other than payments of qualified stated
interest will be treated as having purchased the Note at a bond premium and will not be required to include any
OID in income. A U.S. holder generally may elect to amortize bond premium. The election to amortize bond
premium must be made with a timely filed U.S. federal income tax return for the first taxable year to which the
U.S. holder wishes the election to apply.
If bond premium is amortized, the amount of interest that must be included in the U.S. holder’s income for each
period ending on an interest payment date or on stated maturity, as the case may be, will be reduced by the
portion of bond premium allocable to such period based on the Note’s yield to maturity (or, in certain
circumstances, until an earlier call date) determined by using the U.S. holder’s basis of the Note, compounding at
the close of each accrual period. If the bond premium allocable to an accrual period is in excess of qualified
stated interest allocable to that period, the excess may be deducted to the extent of prior interest income
inclusions and is then carried to the next accrual period and offsets qualified stated interest in such period. If an
election to amortize bond premium is not made, a U.S. holder must include the full amount of each interest
payment in income in accordance with its regular method of tax accounting and may receive a tax benefit from
the premium only in computing its gain or loss upon the sale, exchange, retirement, redemption or other
disposition or payment of the principal amount of the Note.
An election to amortize bond premium will apply to amortizable bond premium on all Notes and other bonds, the
interest on which is includible in the U.S. holder’s gross income, held at the beginning of the U.S. holder’s first
taxable year to which the election applies or thereafter acquired, and may be revoked only with the consent of the

85
IRS. The election to treat all interest as OID is treated as an election to amortize premium. Special rules may
apply if a Note is subject to call prior to maturity at a price in excess of its stated redemption price at maturity.
Election to Treat All Interest and Discount as OID (Constant Yield Method). A U.S. holder of a Note may
elect to include in income all interest and discount (including stated interest, OID, de minimis OID, market
discount, de minimis market discount and unstated interest), as adjusted by any amortizable bond premium or
acquisition premium with respect to the Note, based on a constant yield method, which is described above under
“— Original Issue Discount.” The election is made for the taxable year in which the U.S. holder acquired the
Note, and it may not be revoked without the consent of the IRS. If such election is made with respect to a Note
having market discount, the U.S. holder will be deemed to have elected currently to include market discount on a
constant yield basis with respect to all debt instruments having market discount acquired during the year of
election or thereafter. If made with respect to a Note having amortizable bond premium, the U.S. holder will be
deemed to have made an election to amortize premium generally with respect to all debt instruments having
amortizable bond premium held by the U.S. holder during the year of election or thereafter. U.S. holders should
consult their tax advisors concerning the propriety and consequences of this election.
Sale, Exchange, Retirement, Redemption or Repayment of the Notes. Upon the disposition of a Note by
sale, exchange, retirement, redemption, or other taxable disposition, a U.S. holder generally will recognize
taxable gain or loss equal to the difference between (i) the amount realized on the disposition (other than
amounts attributable to accrued but unpaid qualified stated interest, which will be taxable as such) and (ii) the
U.S. holder’s adjusted tax basis in the Note. A U.S. holder’s adjusted tax basis in a Note generally will equal the
cost of the Note to the U.S. holder, increased by amounts includible in income as OID or market discount, as
described above (if the holder elects to include market discount in income on a current basis), and reduced by
any amortized bond premium and any payments (other than payments of qualified stated interest) made on the
Note.
Such gain or loss (except to the extent that the market discount rules or the rules relating to short-term debt
instruments or contingent payment debt instruments otherwise provide) will generally constitute capital gain or
loss, which will be long-term capital gain or loss if the Note was held for more than one year. Long-term capital
gains of individual taxpayers may be eligible for reduced rates of taxation. The deductibility of capital losses is
subject to certain limitations.
Contingent Payment Debt Instruments. Certain Notes may be taxed pursuant to the rules applicable to
“contingent payment debt instruments.” The applicable Offering Memorandum Supplement will indicate
whether we intend to treat a Note as a debt instrument that must be taxed pursuant to the rules applicable to
contingent payment debt instruments. If a contingent payment debt instrument is issued for cash or publicly
traded property, OID is determined and accrued under the “noncontingent bond method.” Unless otherwise
specified in the applicable Offering Memorandum Supplement, we intend to treat all Notes that must be taxed
pursuant to the rules applicable to contingent payment debt instruments as subject to the noncontingent bond
method.
Under the noncontingent bond method, for each accrual period, U.S. holders of the Notes must accrue OID equal
to the product of (i) the “comparable yield” (adjusted for the length of the accrual period) and (ii) the “adjusted
issue price” of the Notes at the beginning of the accrual period. This amount is ratably allocated to each day in
the accrual period and is includible as ordinary interest income by a U.S. holder for each day in the accrual
period on which the U.S. holder holds the contingent payment debt instrument, whether or not the amount of any
payment is fixed or determinable in the taxable year. Thus, the noncontingent bond method may result in
recognition of income prior to the receipt of cash.
In general, the comparable yield of a contingent payment debt instrument is equal to the yield at which the Issuer
would issue a fixed rate debt instrument with terms and conditions similar to those of the contingent payment
debt instrument, including level of subordination, term, timing of payments, and general market conditions. For
example, if a hedge of the contingent payment debt instrument is available that, if integrated with the contingent
payment debt instrument, would produce a “synthetic debt instrument” with a specific yield to maturity, the
comparable yield will be equal to the yield of the synthetic debt instrument. However, if such a hedge is not

86
available, but similar fixed rate debt instruments of the Issuer are traded at a price that reflects a spread above a
benchmark rate, the comparable yield is the sum of the benchmark rate on the issue date and the spread.
The adjusted issue price at the beginning of each accrual period is generally equal to the issue price of the Note
plus the amount of OID previously accrued on the Note (generally determined without regard to any positive or
negative adjustments, as discussed below) less any noncontingent payment and the projected amount of any
contingent payment contained in the projected payment schedule (as described below) previously scheduled to
have been made on the contingent payment debt instrument.
In addition to the determination of a comparable yield, the noncontingent bond method requires us to construct a
projected payment schedule. The projected payment schedule includes all noncontingent payments, and
projected amounts for each contingent payment to be made under the contingent payment debt instrument that
are adjusted to produce the comparable yield. Except as discussed below, the projected payment schedule
remains fixed throughout the term of the contingent payment debt instrument and is not revised to account for
changes in circumstances that occur while the Notes are outstanding. A U.S. holder is required to use the
Issuer’s projected payment schedule to determine its interest accruals and adjustments, unless the U.S. holder
determines that the Issuer’s projected payment schedule is unreasonable, in which case the U.S. holder must
disclose its own projected payment schedule in connection with its U.S. federal income tax return and the
reason(s) why it is not using the Issuer’s projected payment schedule. The Issuer’s determination, however, is
not binding on the IRS, and it is possible that the IRS could conclude that some other comparable yield or
projected payment schedule should be used instead.
The applicable Offering Memorandum Supplement will provide the comparable yield and projected payment
schedule, or else investors can obtain the comparable yield and projected payment schedule by contacting
Société Générale, Attention: Cross Structuring Group, at (as of the date hereof) 245 Park Avenue, New York,
NY 10167 or emailing the Issuer at [email protected].
The comparable yield and the projected payment schedule are used to determine accruals of interest FOR
U.S. FEDERAL INCOME TAX PURPOSES ONLY and are not assurances or predictions by us with
respect to the actual yield of or payments to be made in respect of a Note. The comparable yield and the
projected payment schedule do not represent our expectations regarding such yield or the amount of such
payments.
If the actual amounts of contingent payments are different from the amounts reflected in the projected payment
schedule, a U.S. holder is required to make adjustments to its OID accruals when such amounts are paid.
Adjustments arising from contingent payments that are greater than the projected amounts of those payments are
referred to as “positive adjustments”; adjustments arising from contingent payments that are less than the
projected amounts are referred to as “negative adjustments.” Positive and negative adjustments are netted for
each taxable year with respect to each Note. Any net positive adjustment for a taxable year is treated as
additional OID income of the U.S. holder. Any net negative adjustment reduces any OID on the Note for the
taxable year that would otherwise accrue. Any excess is then treated as a current-year ordinary loss to the U.S.
holder to the extent of OID accrued in prior years (except to the extent offset by prior net negative adjustments).
The balance, if any, is treated as a negative adjustment in subsequent taxable years. Finally, to the extent that it
has not previously been taken into account, an excess negative adjustment reduces the amount realized upon a
sale, exchange, retirement, redemption or other disposition of the Note.
Notwithstanding the foregoing, special rules will apply if a contingent payment on a Note becomes fixed more
than six months prior to its scheduled date of payment. Generally, in such a case, a U.S. holder would be
required to account for the difference between the present value of the fixed payment and the present value of the
projected payment, using the comparable yield as the discount rate in each case, as either a positive adjustment
or a negative adjustment (i.e., either as additional OID or as an offset to OID or as an ordinary loss, as
appropriate) on the date the payment becomes fixed. Notwithstanding the preceding sentence, if all remaining
contingent payments become fixed substantially contemporaneously (for these purposes, a payment is fixed if all
remaining contingencies with respect to the payment are remote or incidental), any positive or negative
adjustment is taken into account in a reasonable manner over the remaining term of the Note. In addition, the

87
projected payment schedule will generally be modified prospectively to reflect the fixed amount of the payment,
and no further adjustment will be made when the payment is actually made. The adjusted issue price of the Note
and a U.S. holder’s adjusted tax basis in the Note and the character of any gain or loss on the sale of the Note
could also be affected. U.S. holders should consult their own tax advisors concerning these special rules.
A U.S. holder’s basis in a contingent payment debt instrument is increased by the OID previously accrued by the
U.S. holder on the contingent payment debt instrument (as determined without regard to adjustments made to
reflect differences between actual and projected payments, except as discussed in the preceding and following
paragraphs) and reduced by the amount of any non-contingent payments and the projected amount of any
contingent payments previously made to the U.S. holder. Gain on the sale, exchange, retirement, redemption or
other disposition of a contingent payment debt instrument generally is treated as ordinary income. Loss, on the
other hand, is treated as ordinary loss only to the extent of the U.S. holder’s prior net OID inclusions (i.e., OID
inclusions reduced by the total net negative adjustments previously allowed to the U.S. holder as an ordinary
loss) and capital loss to the extent in excess thereof. The deductibility of capital losses is subject to certain
limitations. If a Note has been held until maturity, for purposes of determining the amount realized upon
retirement of the Note at maturity, the U.S. holder is generally treated as receiving the projected amount of any
contingent payment due at maturity, as provided by the projected payment schedule (subject to adjustment, as
described above).
A U.S. holder that purchases a Note for an amount other than the issue price of the Note will be required to
adjust its OID inclusions to account for the difference. These adjustments will affect the U.S. holder’s basis in
the Note. Information reports provided by brokers or other intermediaries to U.S. holders may not include these
adjustments. U.S. holders that purchase Notes for an amount other than the issue price should consult their tax
advisors regarding these adjustments.
Prospective investors should consult their own tax advisors with respect to the application of the contingent
payment debt instrument provisions to the Notes.
Foreign Currency Notes. Certain Notes that are denominated in or on which interest is payable in a Foreign
Currency are subject to special rules. As used herein, “Foreign Currency” means a currency other than U.S.
dollars. The applicable Offering Memorandum Supplement will indicate whether we intend to treat the Notes as
subject to these special rules. The following discussion summarizes the principal U.S. federal income tax
consequences of owning a Note that is denominated in or on which interest is payable in a Foreign Currency
(other than a currency described in this section that is considered “hyperinflationary” for U.S. federal income tax
purposes), and is not a contingent payment debt instrument or a dual currency Note. Special U.S. federal income
tax considerations applicable to Notes that are denominated in or on which interest is payable in a
hyperinflationary currency, are contingent payment debt instruments, or are dual currency Notes, will be
discussed in the applicable Offering Memorandum Supplement.
Payments of Interest in a Foreign Currency - Cash Method. A U.S. holder who uses the cash method of
accounting for U.S. federal income tax purposes and who receives a payment of interest on a Note (other than
OID or market discount (which are addressed below)) will be required to include in income the U.S. dollar value
of the Foreign Currency payment (determined at the spot rate on the date such payment is received) regardless of
whether the payment is in fact converted to U.S. dollars at that time, and such U.S. dollar value will be the U.S.
holder’s tax basis in such Foreign Currency. No exchange gain or loss will generally be recognized with respect
to the receipt of such payment.
Payments of Interest in a Foreign Currency - Accrual Method. A U.S. holder who uses the accrual method of
accounting for U.S. federal income tax purposes, or who otherwise is required to accrue interest prior to receipt,
will be required to include in income the U.S. dollar value of the amount of interest income (including OID or
market discount and reduced by amortizable bond premium to the extent applicable) that has accrued and is
otherwise required to be taken into account with respect to a Note during an accrual period. The U.S. dollar
value of such accrued income will be determined by translating such income at the average rate of exchange for
the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the
partial period within the taxable year. A U.S. holder will recognize exchange gain or loss (which will be treated

88
as ordinary income or loss) with respect to accrued interest income on the date such income is received. The
amount of ordinary income or loss recognized will equal the difference, if any, between the U.S. dollar value of
the Foreign Currency payment received (determined at the spot rate on the date such payment is received) in
respect of such accrual period and the U.S. dollar value of interest income that has accrued during such accrual
period (as determined above). A U.S. holder may elect, however, to translate such accrued interest income using
the rate of exchange on the last day of the accrual period or, with respect to an accrual period that spans two
taxable years, using the spot rate on the last day of the taxable year. If the last day of an accrual period is within
five business days of the date of receipt of the accrued interest, a U.S. holder may translate such interest using
the spot rate on the date of receipt. The above election will apply to other debt obligations held by the U.S.
holder at the beginning of the taxable year in which the election is made and may not be changed without the
consent of the IRS. A U.S. holder should consult a tax advisor before making the above election.
Purchase, Sale and Retirement of Notes. A U.S. holder who purchases a Note with previously owned Foreign
Currency will recognize ordinary income or loss in an amount equal to the difference, if any, between such U.S.
holder’s adjusted tax basis in the Foreign Currency and the U.S. dollar fair market value of the Foreign Currency
used to purchase the Note, determined on the date of purchase.
For purposes of determining the amount of any gain or loss recognized by a U.S. holder on the sale, exchange,
retirement or other disposition of a Note that is denominated in a Foreign Currency, the amount realized will be
based on the U.S. dollar value of the Foreign Currency on the date the payment is received or the Note is
disposed of. Subject to the discussion below, such gain or loss will generally be capital gain or loss as discussed
in “—Sale, Exchange, Retirement, Redemption, or Repayment of the Notes.” To the extent the amount realized
upon the disposition of a Note represents accrued but unpaid interest, however, such amounts must be taken into
account as interest income, with exchange gain or loss computed as described in “—Payments of Interest in a
Foreign Currency—Accrual Method” or “—Payments of Interest in a Foreign Currency—Cash Method” above.
In the case of a Note that is denominated in Foreign Currency and is traded on an established securities market as
defined in the applicable U.S. Treasury Regulations, a cash-method U.S. holder (or, upon election, an accrual-
method U.S. holder) will determine the U.S. dollar value of the amount realized by translating the Foreign
Currency payment at the spot rate of exchange on the settlement date of the sale. Such an election by an accrual-
method U.S. holder must be applied consistently from year to year and cannot be revoked without the consent of
the IRS. A U.S. holder’s adjusted tax basis in a Note will equal the cost of the Note to such U.S. holder,
increased by the amounts of any market discount or OID previously included in income by the U.S. holder with
respect to such Note and reduced by any amortized premium and any payments other than qualified stated
interest received by the U.S. holder. A U.S. holder’s adjusted tax basis in a Note, and the amount of any
subsequent adjustments to such U.S. holder’s adjusted tax basis, will be the U.S. dollar value of the Foreign
Currency amount paid for such Note, or of the Foreign Currency amount of the adjustment, determined on the
date of such purchase or adjustment.
Gain or loss recognized upon the sale, exchange, retirement or other disposition of a Note that is attributable to
fluctuations in currency exchange rates will be ordinary income or loss, which will not be treated as interest
income or expense. Gain or loss attributable to fluctuations in exchange rates will equal the difference between
the U.S. dollar value of the Foreign Currency principal amount of the Note, generally determined on the date
such payment is received or the Note is disposed of, and the U.S. dollar value of the Foreign Currency principal
amount of the Note, determined on the date the U.S. holder acquired the Note (and adjusted for amortized bond
premium, if any). Such Foreign Currency exchange gain or loss will be recognized only to the extent of the total
gain or loss realized by the U.S. holder on the sale, exchange, retirement or other disposition of the Note.
Original Issue Discount. In the case of a Note with OID (including a short-term Note for which the U.S. holder
currently accrues OID into income), (i) OID (as adjusted by any acquisition premium) is computed in the
Foreign Currency, (ii) accrued OID is translated into U.S. dollars as described in “—Payments of Interest in a
Foreign Currency—Accrual Method” above and (iii) the amount of Foreign Currency exchange gain or loss on
the accrued OID is determined by comparing the amount of income received attributable to the OID (either upon
payment, maturity or an earlier disposition), as translated into U.S. dollars at the rate of exchange on the date of
such receipt, with the amount of OID accrued, as translated above. For these purposes, all receipts on a Note
will be viewed first, as the receipt of any qualified stated interest payments called for under the terms of the
89
Note; second, as the receipt of previously accrued OID (to the extent thereof), with payments considered made
for the earliest accrual periods first; and third, as the receipt of principal.
Market Discount and Premium. In the case of a Note with market discount, (i) market discount is computed in
the Foreign Currency, (ii) accrued market discount taken into account upon the receipt of any partial principal
payment or upon the sale, exchange, retirement or other disposition of the Note (other than accrued market
discount required to be taken into account currently) is translated into U.S. dollars at the exchange rate on the
date of such partial principal payment or disposition date (and no part of such accrued market discount is treated
as exchange gain or loss) and (iii) accrued market discount currently includible in income by a U.S. holder for
any accrual period is translated into U.S. dollars on the basis of the average exchange rate in effect during such
accrual period (or portion thereof within the U.S. holder’s taxable year), and the exchange gain or loss is
determined upon the receipt of any partial principal payment or upon the sale, exchange, retirement or other
disposition of the Note in the manner described in “—Payments of Interest in a Foreign Currency—Accrual
Method” above with respect to the computation of exchange gain or loss on accrued interest.
With respect to a Note acquired with amortizable bond premium, if an election is made to amortize the premium,
such premium is computed in the relevant Foreign Currency and reduces interest income in units of the Foreign
Currency. A U.S. holder should recognize exchange gain or loss equal to the difference between the U.S. dollar
value of the bond premium amortized with respect to a period, determined on the date the interest attributable to
such period is received, and the U.S. dollar value of the bond premium determined on the date of the acquisition
of the Note. A U.S. holder that does not elect to amortize amortizable bond premium may recognize a capital
loss when the Note matures.
Exchange of Foreign Currencies. A U.S. holder will have a tax basis in any Foreign Currency received as
interest or on the sale, exchange or retirement of a Note equal to the U.S. dollar value of such Foreign Currency,
determined at the time the interest is received or at the time of the sale, exchange or retirement. As discussed
above, if the Notes are traded on an established securities market, a cash-method U.S. holder (or, upon election,
an accrual-method U.S. holder) will determine the U.S. dollar value of the Foreign Currency by translating the
Foreign Currency received at the spot rate on the settlement date of the sale, exchange or retirement. Such an
election by an accrual-method U.S. holder must be applied consistently from year to year and cannot be revoked
without the consent of the IRS. Accordingly, a U.S. holder’s basis in the Foreign Currency received would be
equal to the U.S. dollar value of the Foreign Currency at the spot rate of exchange on the settlement date. Any
gain or loss recognized on a sale or other disposition of Foreign Currency (including upon exchange for U.S.
dollars) will be U.S. source ordinary income or loss.
Certain Other Debt Securities. Certain Notes that we intend to treat as indebtedness for U.S. federal income
tax purposes may be subject to special rules. The applicable Offering Memorandum Supplement will discuss the
principal U.S. federal income tax consequences with respect to Notes that are subject to any special rules not
described herein.
Treatment of the Notes Other Than as Indebtedness for U.S. Federal Income Tax Purposes
The following summary may apply to certain Notes that are not treated as debt for U.S. federal income tax
purposes. This summary does not discuss all types of Notes that may be treated as other than debt for U.S.
federal income tax purposes. The applicable Offering Memorandum Supplement will specify if the discussion
below will apply to a particular Notes Issue. The U.S. federal income tax consequences of owning Notes that are
not treated as debt for U.S. federal income tax purposes and are not described below will be discussed, as
appropriate, in the applicable Offering Memorandum Supplement.
Certain Notes Treated as a Put Option and a Deposit. We may treat certain Notes as consisting of a put
option and a deposit for U.S. federal income tax purposes. The applicable Offering Memorandum Supplement
will indicate whether we intend to treat the Notes as consisting of a put option and a deposit for U.S. federal
income tax purposes. This section describes the U.S. federal income tax consequences of the purchase,
beneficial ownership and disposition of a Note that we intend to treat as consisting of a put option and a deposit.

90
There are no U.S. Treasury Regulations, published rulings or judicial decisions addressing the treatment for U.S.
federal income tax purposes of Notes with terms that are substantially the same as the Notes described in this
section. We intend to treat each Note described in this section as consisting of (i) a put option written by the
holder (the “Put Option”) with an exercise price equal to the principal amount of the Note and (ii) a deposit of
such principal amount (the “Deposit”) to secure the U.S. holder’s potential obligation under the Put Option.
Pursuant to the terms of the Notes, each holder agrees to such treatment for all U.S. federal income tax purposes.
Except for the possible alternative treatments described below, the balance of this summary assumes that this
treatment is respected.
We intend to treat a portion of the stated interest payments on a Note described in this section as interest or OID
on the Deposit, and the remainder as put premium in respect of the Put Option (the “Put Premium”). The
portion of the stated interest rate on a Note described in this section that constitutes interest or OID on the
Deposit and the portion that constitutes Put Premium will be specified in the applicable Offering Memorandum
Supplement.
If the term of a Note described in this section is more than one year, U.S. holders should include the portion of
the stated interest payments on the Note that is treated as interest in income, as described above under “Tax
Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Payments of Interest.”
If the term of a Note described in this section is one year or less (taking into account the last possible date that
the Notes could be outstanding pursuant to their terms), the Deposit should be treated as a short-term obligation
as described above under “Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—
Short-Term Debt Instruments.”
The Put Premium should not be taxable to a U.S. holder upon its receipt. If the Put Option expires unexercised,
the U.S. holder should recognize the total Put Premium received as short-term capital gain at such time.
If the Put Option is exercised and a U.S. holder receives Underlying Shares, the U.S. holder should be deemed to
have applied the principal amount of the Deposit toward the physical settlement of the Put Option. In such case,
a U.S. holder generally should not recognize gain or loss with respect to the Put Option. Instead, a U.S. holder
generally should have an aggregate adjusted tax basis in the Underlying Shares received equal to the principal
amount of the Deposit less the total Put Premium received, and this basis should be allocated proportionately
among the Underlying Shares received (including any fractional share). A U.S. holder’s holding period for the
Underlying Shares received should begin on the day after receipt. With respect to any fractional Underlying
Share, the U.S. holder should recognize short-term capital gain or loss equal to the difference between the
amount of cash received and the adjusted tax basis allocated to the fractional share.
If the Put Option is exercised and we cash settle the Put Option, a U.S. holder should generally recognize a short-
term capital gain or loss equal to (i) the amount of cash received plus the total Put Premium received less (ii) the
amount of the Deposit, plus accrued but unpaid OID on the Deposit previously included in income. Upon the
cash settlement of a Put Option, a cash-method U.S. holder of a short-term Note that does not elect to accrue
OID in income currently will recognize ordinary income equal to the accrued and unpaid OID on the Deposit.
Upon a sale or other taxable disposition of a Note described in this section for cash, a U.S. holder should allocate
the cash received between the Deposit and the Put Option on the basis of their respective values on the date of
sale. The U.S. holder should generally recognize gain or loss with respect to the Deposit in an amount equal to
the difference between the amount of the sales proceeds allocable to the Deposit (less accrued and unpaid
“qualified stated interest” on the Deposit, which will be treated as ordinary interest income) and the U.S. holder’s
adjusted tax basis in the Deposit (which will generally equal the initial purchase price of the Note increased by
any accrued OID previously included in income on the Deposit and decreased by the amount of any payment
(other than an interest payment that is treated as qualified stated interest) received on the Deposit). Generally,
such gain or loss should be capital gain or loss and should be long-term capital gain or loss if the U.S. holder has
held the Deposit for more than one year at the time of such disposition. In the case of a short-term Note, any
such gain should be treated as ordinary income to the extent of any accrued OID not yet included in income. If
the Put Option has a positive value on the date of a sale of a Note, the U.S. holder should recognize short-term
capital gain equal to the portion of the sales proceeds allocable to the Put Option plus any previously received
91
Put Premium. If the Put Option has a negative value on the date of sale, the U.S. holder should be treated as
having paid the buyer an amount equal to the negative value in order to assume the U.S. holder’s rights and
obligations under the Put Option. In such a case, the U.S. holder should recognize a short-term capital gain or
loss in an amount equal to the difference between the total Put Premium previously received and the amount of
the payment deemed made by the U.S. holder with respect to the assumption of the Put Option. The amount of
the deemed payment will be added to the sales price allocated to the Deposit in determining the gain or loss in
respect of the Deposit. The deductibility of capital losses is subject to certain limitations.
Although we intend to treat each Note described in this section as consisting of a Put Option and a Deposit, there
are no U.S. Treasury Regulations, published rulings or judicial decisions addressing the characterization of
securities with terms that are substantially the same as those of the Notes described in this section, and therefore
the Notes could be subject to some other characterization or treatment for U.S. federal income tax purposes. For
example, the Notes (other than short-term Notes) could be treated as contingent payment debt instruments for
U.S. federal income tax purposes. In such a case, in general, U.S. holders should be treated as described above
under “Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Contingent Payment
Debt Instruments.”
Alternatively, the entire stated interest payment could be treated as taxable income that is required to be included
in income on a current basis. Other characterizations and treatments of Notes described in this section are
possible. Prospective investors in the Notes described in this section should consult their tax advisors as to the
tax consequences to them of purchasing Notes described in this section, including any alternative
characterizations and treatments.
Certain Notes Treated as Cash-Settled Options. We may treat certain Notes as cash-settled options for U.S.
federal income tax purposes. The applicable Offering Memorandum Supplement will indicate whether we intend
to treat a Note as a cash-settled option for U.S. federal income tax purposes. This section describes the principal
U.S. federal income tax consequences of the purchase, beneficial ownership and disposition of a Note that we
intend to treat as a cash-settled option.
Upon a sale, exchange, exercise or expiration of a Note, a U.S. holder should be required to recognize taxable
gain or loss in an amount equal to the difference between the amount realized upon such sale, exchange, exercise
or expiration and the U.S. holder’s adjusted tax basis in the Note. A U.S. holder’s adjusted tax basis in a Note
generally will equal such U.S. holder’s initial investment in the Note. Such gain or loss would generally be
treated as long-term capital gain or loss if the Note was held by the U.S. holder for more than one year at the
time of such sale, exchange, exercise or expiration. The deductibility of capital loss is subject to certain
limitations.
If the Notes are characterized as cash-settled options for U.S. federal income tax purposes, then Section 1256 of
the Code could apply to the Notes. Section 1256 of the Code requires that certain financial contracts, including
“non-equity” options, be “marked-to-market” on the last business day of a U.S. holder’s taxable year. In
addition to certain other requirements, for purposes of Section 1256 of the Code, an option will only be treated as
a “non-equity” option if the option is traded on (or subject to the rules of) a qualified board or exchange.
Although there is no authority directly addressing the U.S. federal income taxation of instruments with terms
identical to the Notes, assuming that the Notes will not be listed on any securities exchange and that it is not
expected that a trading market for the Notes will develop, the Notes should not be treated as “non-equity”
options for purposes of Section 1256 of the Code, and as a result Section 1256 of the Code should not apply to
the Notes. Accordingly, a U.S. holder of a Note should not be required to mark a Note to market and should be
required to recognize taxable gain or loss with respect to a Note only upon the sale, exchange, exercise or
expiration of the Note.
If, however, the Notes are not characterized as cash-settled options for U.S. federal income tax purposes, then the
U.S. federal income tax treatment of the purchase, ownership and disposition of the Notes could differ from the
treatment discussed above, with the result that the timing and character of income, gain or loss recognized by a
U.S. holder with respect to a Note could differ from the timing and character of income, gain or loss recognized
with respect to a Note had the Notes been treated as cash-settled options for U.S. federal income tax purposes. In

92
light of the uncertainty concerning the proper U.S. federal income tax characterization of the Notes, prospective
investors are urged to consult their own tax advisors as to the proper characterization and treatment of the Notes
for U.S. federal income tax purposes.
Certain Notes Treated as Forward Contracts or Other Executory Contracts. We may treat certain Notes as
forward contracts or other executory contracts for U.S. federal income tax purposes. The applicable Offering
Memorandum Supplement will indicate whether we intend to treat a Note as a forward contract or other
executory contract for U.S. federal income tax purposes. This section describes the principal U.S. federal
income tax consequences of the purchase, beneficial ownership and disposition of a Note that we intend to treat
as a forward contract or other executory contract.
There are no U.S. Treasury Regulations, published rulings or judicial decisions addressing the treatment for U.S.
federal income tax purposes of Notes with terms that are substantially the same as those described in this section.
Accordingly, the proper U.S. federal income tax treatment of the Notes described in this section is uncertain.
Under one approach, the Notes would be treated as forward contracts or other executory contracts with respect to
the Reference Asset or Reference Assets. We intend to treat each Note described in this section in a manner
consistent with this approach and, pursuant to the terms of the Notes, each holder agrees to such treatment for all
U.S. federal income tax purposes. Except for the possible alternative treatments described below, the balance of
this summary assumes this treatment is respected.
Unless otherwise specified in the applicable Offering Memorandum Supplement, if a Note that is treated as a
forward contract or other executory contract provides for current coupons, we intend to treat those coupons as
ordinary income at the time they accrue or are received in accordance with the U.S. holder’s regular method of
accounting for tax purposes.
Upon receipt of cash upon maturity or redemption and upon the sale, exchange, retirement or other disposition of
the Note, a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized
at maturity or on the redemption, sale, exchange, retirement or other disposition and the U.S. holder’s adjusted
tax basis in the Note. A U.S. holder’s adjusted tax basis in a Note described in this section generally will equal
the U.S. holder’s cost of the Note. Subject to the discussion below regarding the constructive ownership rules,
any such gain or loss upon the maturity, redemption, sale, exchange, retirement or other disposition of the Note
generally will constitute capital gain or loss, which will be long-term capital gain or loss if the Note was held for
more than one year. Long-term capital gain of non-corporate taxpayers may be eligible for reduced rates of
taxation. The deductibility of capital losses is subject to certain limitations.
If, upon retirement of the Notes, a U.S. holder receives Underlying Shares, the U.S. holder should not recognize
gain or loss with respect to Underlying Shares received, other than any fractional Underlying Share for which the
U.S. holder received cash. The U.S. holder should have an aggregate adjusted tax basis in the Underlying Shares
received equal to its tax basis in the Notes, and this basis should be allocated proportionately among the
Underlying Shares received (including any fractional share). A U.S. holder’s holding period for the Underlying
Shares received should begin on the day after receipt. In addition, this discussion does not address the U.S.
federal income tax consequences of the ownership and disposition of any Underlying Shares should a U.S.
holder receive Underlying Shares at maturity. U.S. holders should consult their tax advisor regarding the
potential U.S. federal income tax consequences of the ownership and disposition of the Underlying Shares.
Although we intend to treat each Note described in this section as a forward contract or other executory contract
as described above, the Notes could be subject to some other characterization or treatment for U.S. federal
income tax purposes. For example, the Notes (other than short-term Notes) could be treated as “contingent
payment debt instruments” for U.S. federal income tax purposes. In this case, in general, U.S. holders should be
treated as described above under “Treatment of the Notes as Indebtedness for U.S. Federal Income Tax
Purposes—Contingent Payment Debt Instruments.”
In Notice 2008-2, the IRS and the U.S. Department of Treasury announced they were considering whether the
holder of an instrument such as a “prepaid forward contract” should be required to accrue ordinary income on a
current basis, whether additional gain or loss from such instruments should be treated as ordinary or capital,
whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income
93
accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code (as discussed
below) might be applied to such instruments. U.S. holders are urged to consult their tax advisors concerning the
significance, and the potential impact, of the above considerations.
To the extent that a Note described in this section is treated as a “constructive ownership transaction,” all or a
portion of any gain on disposition may be treated as ordinary income and an interest charge may be imposed on a
deemed underpayment of tax for each taxable year during which the Note was held. For purposes of determining
the interest charge, gain treated as ordinary income is allocated to each such taxable year during which the Note
was held so that the amount of gain accrued from each year to the next increases at a constant rate equal to the
“applicable federal rate” (a rate published monthly by the IRS based on prevailing Treasury yields) in effect at
the time the Note is sold or redeemed.
A Note could be treated in whole or in part as a constructive ownership transaction if the issuer of a Reference
Asset and, if the Reference Asset is an index, possibly the issuer of any security included in that index, is treated
for U.S. federal income tax purposes as, among others, certain exchange-traded funds, a passive foreign
investment company, a partnership, a trust or a common trust fund. Unless otherwise stated in the applicable
Offering Memorandum Supplement, the Issuer does not intend to determine whether the issuers of any Reference
Asset fall in any of these categories. Prospective purchasers should consult their tax advisors regarding the
status of the Reference Assets and the application of the constructive ownership transaction rules to ownership of
a Note.
Other alternative U.S. federal income tax characterizations or treatments of the Notes described in this section
are possible, and if applied could also affect the timing and the character of the income or loss with respect to the
Notes.
Prospective investors in the Notes described in this section should consult their tax advisors as to the tax
consequences to them of purchasing the Notes, including any alternative characterizations and treatments.
Tax Return Disclosure Regulations
Pursuant to certain U.S. Treasury Regulations, any taxpayer that has participated in a “reportable transaction”
and that is required to file a U.S. federal income tax return must generally attach a disclosure statement
disclosing such taxpayer’s participation in the reportable transaction to the taxpayer’s tax return for each taxable
year for which the taxpayer participates in the reportable transaction or be subject to penalties. For example, a
U.S. holder who recognizes a loss upon a sale, exchange, retirement or other disposition of a Note above certain
thresholds may be required to file a disclosure statement with the IRS. Further, pursuant to Notices 2015-73 and
2015-74 (the “Notices”), participants in certain “basket option contracts” and “basket contracts” or transactions
substantially similar thereto are required to disclose their participation in such transactions to the IRS. It is
unclear whether the Notices would apply to securities such as certain types of Notes, particularly those linked to
certain indices or baskets. Noteholders should consult their own tax advisors concerning the potential
application of these regulations to the Notes.
Tax Treatment of Non-U.S. Holders

General
The following discussion assumes that a particular Note will be treated for U.S. federal income tax purposes
consistently with the intended treatment of the Note, as described in “Tax Treatment of U.S. Holders—Treatment
of the Notes as Indebtedness for U.S. Federal Income Tax Purposes,” “Tax Treatment of U.S. Holders—
Treatment of the Notes Other Than as Indebtedness for U.S. Federal Income Tax Purposes—Certain Notes
Treated as a Put Option and a Deposit,” “Tax Treatment of U.S. Holders—Treatment of the Notes Other Than as
Indebtedness for U.S. Federal Income Tax Purposes—Certain Notes Treated as Cash-Settled Options” or “Tax
Treatment of U.S. Holders—Treatment of the Notes Other Than as Indebtedness for U.S. Federal Income Tax
Purposes—Certain Notes Treated as Forward Contracts or Other Executory Contracts.” As described in those
sections, the IRS or a court may not agree with this treatment, in which case the U.S. federal income tax

94
consequences to the non-U.S. holder with respect to such Note could differ materially from the discussion set
forth in this section.
Except as provided below and as discussed above with respect to FATCA and below with respect to dividend
equivalent payments, payments on the Notes that are properly treated as debt for U.S. federal income tax
purposes to non-U.S. holders will not be subject to U.S. federal withholding tax if all of the following conditions
are satisfied:
• the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting
power of all classes of our stock entitled to vote;
• the non-U.S. holder is not a controlled foreign corporation for U.S. federal income tax purposes that is
related to us through actual or constructive ownership;
• the non-U.S. holder is not a bank receiving interest on a loan made in the ordinary course of its trade or
business;
• interest payable on the Notes is either (a) not determined by reference to any receipts, sales or other cash
flow, income or profits, change in the value of any property of, or any dividend or similar payment made
by us or a person related to us, within the meaning of Section 871(h)(4)(A) of the Code, or (b)
determined by reference to changes in the value of actively traded property or an index of the value of
actively traded property, within the meaning of Section 871(h)(4)(C)(v) of the Code; and
• either (a) the non-U.S. holder provides a correct, complete and executed IRS Form W-8BEN, Form W-
8BEN-E or Form W-8IMY (or successor form) with appropriate attachments, or (b) the non-U.S. holder
holds its Note through a qualified intermediary (generally a foreign financial institution or clearing
organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is
a party to a withholding agreement with the IRS) which has provided an IRS Form W-8IMY and has
received documentation upon which it can rely to treat the payment as made to a foreign person.
If any of these conditions is not satisfied, interest (including OID) on the Notes may be subject to a 30%
withholding tax, unless an income tax treaty reduces or eliminates the tax or the interest is effectively connected
with the conduct of a U.S. trade or business and, in either case, certain certification requirements are met. In the
latter case, if such non-U.S. holder is a foreign corporation, it may be subject to an additional branch profits tax
equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and
profits for the taxable year, subject to certain adjustments.
Notwithstanding the foregoing and except as discussed in the applicable Offering Memorandum Supplement, we
or other withholding agents may withhold tax at a 30% rate on coupon payments paid on certain types of Notes
not treated as debt for United States federal income tax purposes, such as Notes that we intend to treat as either
(1) a forward contract or other executory contract, or (2) consisting of a Put Option and a Deposit, unless such
rate is reduced or eliminated by an “other income” or similar provision of an applicable income tax treaty,
provided the relevant certification requirements are satisfied. Any coupon payments that are effectively
connected with a non-U.S. holder’s conduct of a trade or business within the United States are not subject to the
withholding tax, provided the relevant certification requirements are satisfied. We will not be required to pay
any additional amounts with respect to any amounts withheld from payments on such Notes.
In general, gain realized on the sale, exchange, retirement, redemption or other disposition of the Notes by a non-
U.S. holder will not be subject to U.S. federal income tax, unless:
• the gain with respect to the Notes is effectively connected with a trade or business conducted by the
non-U.S. holder in the United States, or
• the non-U.S. holder is a nonresident alien individual who holds the Notes as a capital asset and is present
in the United States for more than 182 days in the taxable year of the sale and certain other conditions
are satisfied.

95
If the gain realized on the sale, exchange, retirement, redemption or other disposition of the Notes by the non-
U.S. holder is described in either of the two preceding bullet points, the non-U.S. holder may be subject to U.S.
federal income tax with respect to the gain except to the extent that an income tax treaty reduces or eliminates
the tax and the appropriate documentation is provided.
See the discussion above under “—FATCA Withholding” regarding potential withholding on the proceeds of a
disposition of the Notes.
Dividend Equivalent Payments
The Code and regulations thereunder treat a “dividend equivalent” payment as a dividend from sources within
the United States. Unless reduced by an applicable tax treaty with the United States, such payments generally
will be subject to U.S. withholding tax. Final regulations applicable beginning in 2017 provide, in relevant part,
that a dividend equivalent includes any payment that references the payment of a dividend from an underlying
security pursuant to a specified equity-linked instrument (a “specified ELI”) and any other substantially similar
payment. An underlying security is any interest in an entity if a payment with respect to that interest could give
rise to a U.S. source dividend pursuant to Treasury Regulation Section 1.861-3. An equity-linked instrument
(“ELI”) is a financial instrument (other than a securities lending or sale-repurchase transaction or a notional
principal contract (as defined by U.S. Treasury Regulations)), that references the value of one or more
underlying securities, including a futures contract, forward contract, option, debt instrument, or other contractual
arrangement. For purposes of this section, a “Section 871(m) transaction” is any specified ELI.
Although the Section 871(m) regime became effective in 2017, the regulations and IRS Notice 2020-2 phase in
the application of Section 871(m) as follows:

• For ELIs issued in 2017 through 2022, Section 871(m) will generally apply only to ELIs that have a
“delta” of one.

• For ELIs issued after 2022, Section 871(m) will apply if either (i) the “delta” of the relevant ELI is at
least 0.80, if it is a “simple” ELI or (ii) the ELI meets a “substantial equivalence” test, if it is a
“complex” ELI.
A “simple” ELI is an ELI for which, with respect to each underlying security, (i) all amounts to be paid or
received on maturity, exercise, or any other payment determination date are calculated by reference to a single,
fixed number of shares of the underlying security, provided that the number of shares can be ascertained at the
calculation time, and (ii) the contract has a single maturity or exercise date with respect to which all amounts
(other than any upfront payment or any periodic payments) are required to be calculated with respect to the
underlying security. A contract has a single exercise date even though it may be exercised by the holder at any
time on or before the stated expiration of the contract. An ELI that includes a term that discontinuously
increases or decreases the amount paid or received (such as a digital option), or that accelerates or extends the
maturity is not a simple ELI. A “complex” ELI is any ELI that is not a simple ELI. Delta is the ratio of the
change in the fair market value of the contract to a small change in the fair market value of the number of shares
of the underlying security.
The substantial equivalence test measures the change in value of a complex contract when the price of the
underlying security referenced by that contract is hypothetically increased by one standard deviation or
decreased by one standard deviation and compares the change in value with the change in value of the shares of
the equity that would be held to hedge the complex contract over an increase or decrease in the price of the
equity by one standard deviation. If the proportionate difference between (a) the change in value of the complex
contract and (b) the change in value of its hedge is equal to or less than the proportionate difference between (i)
the change in value of a “benchmark simple contract” with respect to the same shares with a delta of 0.8 and (ii)
the change in value of its hedge, then the complex contract is substantially equivalent to the underlying security
and dividend equivalent payments with respect to it are subject to withholding. The “benchmark simple
contract” is an actual or hypothetical simple contract that, at the time the complex contract is issued, has a delta
of 0.8, references the applicable underlying security referenced by the complex contract, and has the same
maturity as the complex contract with respect to the applicable underlying security.
96
The calculations are generally made at the “calculation time,” which is the earlier of (i) the time of pricing of the
Note, that is, when all material terms have been agreed on, and (ii) the issuance of the Note. However, if the time
of pricing is more than 14 calendar days before the issuance of the Note, the calculation time is the date of the
issuance of the Note. Under these rules, information regarding the Issuer’s final determinations for purposes of
Section 871(m) may be available only after a non-U.S. holder agrees to acquire a Note. As a result, Noteholders
should acquire such a Note only if they are willing to accept the risk that the Note is treated as a specified ELI
subject to withholding under Section 871(m).
If an ELI contains more than one reference to a single underlying security, all references to that underlying
security are taken into account in determining the delta with respect to that underlying security. If an ELI
references more than one underlying security or other property, the delta with respect to each underlying security
must be determined without taking into account any other underlying security or property. The regulations
provide an exception for ELIs linked to qualified indices that satisfy certain criteria, as well as ELIs linked to
securities that track qualified indices. The regulations provide that a payment includes a dividend equivalent
payment whether there is an explicit or implicit reference to a dividend with respect to the underlying security.
Upon the issuance of a Note, the Issuer will state in the applicable Offering Memorandum Supplement, on the
Société Générale website, or pursuant to another method described in the Offering Memorandum Supplement, if
it has determined that such issuance constitutes a Section 871(m) transaction and may provide additional
information regarding the application of the regulations to the Notes. The Issuer’s determination regarding the
application of Section 871(m) is binding on holders of the Notes, but it is not binding on the IRS. Withholding
will be based on actual dividends or, if stated in the Offering Memorandum Supplement for the Notes, on
estimated dividends used in pricing the Note. If an adjustment is made for the actual dividends, then the true-up
payment (in addition to the estimated dividend) is added to the per-share dividend amount. If withholding
applies, we will not be required to pay any additional amounts with respect to amounts withheld. Transactions
may be combined and treated as a Section 871(m) transaction, creating liability for non-U.S. holders, whether or
not we withhold on a dividend equivalent.
THE REGULATIONS REGARDING DIVIDEND EQUIVALENT PAYMENTS ARE EXTREMELY
COMPLEX. NOTEHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S.
FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THESE REGULATIONS AND WHETHER
PAYMENTS OR DEEMED PAYMENTS ON THE NOTES CONSTITUTE DIVIDEND EQUIVALENT
PAYMENTS.
Information Reporting and Backup Withholding
Payments made on the Notes and proceeds from the sale, exchange or other disposition of Notes to or through
certain brokers may be subject to backup withholding on “reportable payments” unless, in general, the holder
complies with certain procedures or is an exempt recipient. Noteholders should contact their tax advisors about
any applicable reporting requirements. Reports will be made to the IRS and to holders that are not excepted
from the reporting requirements. Any amounts so withheld from payments on the Notes generally will be
refunded by the IRS or allowed as a credit against the holder’s U.S. federal income tax, provided the holder
makes a timely filing of an appropriate tax return or refund claim. Holders should consult their tax advisors
about these rules and any other reporting obligations that may apply to the ownership or disposition of Notes,
including reporting obligations related to the holding of certain foreign financial assets.
French Taxation
The following is only intended as a basic summary of certain withholding tax consequences that may be relevant
to holders of Notes who (i) do not hold their Notes in connection with a permanent establishment or a fixed base
in France and (ii) do not concurrently hold shares of the Issuer and does not purport to constitute legal advice.
Prospective purchasers are urged to consult with their own tax advisors prior to purchasing the Notes to
determine the tax implications of investing in the Notes in light of each purchaser’s circumstances. This
summary is based upon the law as in effect on the date of this Offering Memorandum and is subject to any
change in law that may effect after such date, possibly with a retroactive effect.

97
Payments Made Outside France
Payments of interest and other assimilated revenues made by the Issuer with respect to Notes will not be subject
to the withholding tax set out under Article 125 A III of the French Code général des impôts unless such
payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non coopératif)
within the meaning of Article 238-0 A of the French Code général des impôts (a “Non-Cooperative State”)
other than those mentioned in Article 238-0 A 2 bis 2° of the same code. If such payments under the Notes are
made in a Non-Cooperative State other than those mentioned in Article 238-0 A 2 bis 2° of the same code, a 75%
withholding tax will be applicable (subject to certain exceptions and to the more favorable provisions of any
applicable double tax treaty) by virtue of Article 125 A III of the French Code général des impôts. The list of
Non-Cooperative States is published by a ministerial executive order and may be updated at any time and at least
once a year. As from December 1, 2018, a new law published on October 24, 2018 no 2018-898 has (i) removed
the specific exclusion of the Member States of the European Union, (ii) expanded such list to the states and
jurisdictions included on the blacklist published by the Council of the European Union as amended from time to
time and (iii) therefore expanded this withholding tax regime to certain states and jurisdictions included in such
blacklist.
Furthermore, according to Article 238 A of the French Code général des impôts, interest and other assimilated
revenues on the Notes may not be deductible from the Issuer’s taxable income if they are paid or accrued to
persons domiciled or established in a Non-Cooperative State or paid in such a Non-Cooperative State (the
“Deductibility Exclusion”). Under certain conditions, any such non-deductible interest and other assimilated
revenues may be recharacterized as constructive dividends pursuant to Article 109 et seq of the French Code
général des impôts, in which case such non-deductible interest and other assimilated revenues may be subject to
the withholding tax set out under Article 119 bis of the French Code général des impôts, at rates of (i) 28% (to be
decreased to 26.5% for fiscal years opened on or after 1 January 2021, and to 25% for fiscal years opened on or
after 1 January 2022) for payments benefiting legal persons, (ii) 12.8% for payments benefiting individuals or
(iii) 75% for payments made in a Non-Cooperative State other than those mentioned in Article 238-0 A 2 bis 2°
of the French Code général des impôts, subject to the more favorable provisions of an applicable double tax
treaty, if any.
Notwithstanding the foregoing, neither the 75% withholding tax provided by Article 125A III of the French Code
général des impôts, nor, to the extent that the relevant interest or revenues relate to genuine transactions and is
not an abnormal or exaggerated amount, the Deductibility Exclusion (and therefore the withholding tax set out
under Article 119 bis 2 of the French Code général des impôts) will apply in respect of a particular issue of Notes
if the Issuer can prove that the principal purpose and effect of such issue of Notes was not that of allowing the
payments of interest or other revenues to be made in certain Non-Cooperative States (the “Exception”).
Pursuant to the French tax administrative guidelines (BOI-INT-DG-20-50 no 550 and 990, dated February 11,
2014, BOI-RPPM-RCM-30-10-20-40 and BOI-IR-DOMIC-10-20-20-60 no 10 dated December 20, 2019), an
issue of Notes will benefit from the Exception without the Issuer having to provide any proof of the purpose and
effect of such issue of Notes, if such Notes are:
(1) offered by means of a public offer within the meaning of Article L.411-1 of the French Code
monétaire et financier or pursuant to an equivalent offer in a State which is not a Non-Cooperative
State. For this purpose, an “equivalent offer” means any offer requiring the registration or
submission of an offer document by or with a foreign securities market authority; or
(2) admitted to trading on a regulated market or on a French or foreign multilateral securities trading
system provided that such market or system is not located in a Non-Cooperative State, and the
operation of such market is carried out by a market operator or an investment services provider, or
by such other similar foreign entity, provided further that such market operator, investment services
provider or entity is not located in a Non-Cooperative State; or
(3) admitted, at the time of their issue, to the operations of a central depositary or of a securities delivery
and payments systems operator within the meaning of Article L.561-2 of the French Code monétaire
et financier, or of one or more similar foreign depositaries or operators provided that such depositary
or operator is not located in a Non-Cooperative State.
98
Consequently, payments of interest and other assimilated revenues made by the Issuer under the Notes are not
subject to the withholding taxes set out under Article 125 A III or Article 119 bis 2 of the French Code général
des impôts and the Deductibility Exclusion does not apply to such payments.
Payments Made to Individuals Fiscally Domiciled in France
Pursuant to Article 125 A of the French Code général des impôts subject to certain exceptions, interest and other
assimilated revenues received by French tax resident individuals is subject to a 12.8% withholding tax, which is
deductible from their personal income tax liability in respect of the year in which the payment has been made.
Social contributions (CSG, CRDS and solidarity levy) are also levied by way of withholding tax at an aggregate
rate of 17.2% on interest and other assimilated revenues paid to French tax resident individuals.

99
 BENEFIT PLAN INVESTOR CONSIDERATIONS

Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of
the Code prohibit a broad range of transactions involving (i) employee benefit plans and other plans, accounts or
arrangements that are subject to such provisions, including collective investment funds, partnerships, separate
accounts and other entities or accounts whose underlying assets are treated under ERISA as assets of such plans,
accounts or arrangements (collectively, “Plans”) and (ii) fiduciaries and other persons having certain
relationships with respect to such Plans (described as a “party in interest” under ERISA, or a “disqualified
person” under Section 4975 of the Code, and collectively referred to herein as “Parties in Interest”) unless a
statutory or other exemption applies.
Each of the Issuer, the Guarantor, the Dealers, the Calculation Agent, and the Trustee, Paying Agent and
Authenticating Agent, directly or through their affiliates, may be a “Party in Interest” with respect to Plans. A
violation of these prohibited transaction rules could result in an excise tax or other liabilities under ERISA and/or
Section 4975 of the Code for such persons, and may require the non-exempt prohibited transaction to be
rescinded or otherwise corrected. Other employee benefit plans, including governmental plans, certain church
plans and non-United States benefit plans which are not subject to Part 4, Subtitle B, Title I of ERISA or Section
4975 of the Code (collectively, “Other Plans”), may be subject to other laws substantially similar to such
provisions (“Similar Laws”). Thus, a fiduciary or other person considering the purchase or holding of the Notes
for any Plan or Other Plan should consider whether such purchase or holding might constitute or result in a non-
exempt prohibited transaction under ERISA or Section 4975 of the Code, or a violation of any Similar Law, as
applicable.
Unless otherwise specified in the applicable Offering Memorandum Supplement, the Notes may not be
purchased or held by or with “plan assets” of any Plan or Other Plan, unless such purchase and holding qualifies
for exemptive relief from the prohibited transaction rules under ERISA or Section 4975 of the Code. Certain
statutory or administrative exemptions may provide such relief to the purchase and holding of the Notes by a
Plan, including: Prohibited Transaction Class Exemption (“PTCE”) 84-14 (certain transactions determined by
an independent qualified professional asset manager), PTCE 96-23 (certain transactions determined by an in-
house professional asset manager), PTCE 91-38 (certain transactions involving bank collective investment
funds), PTCE 90-1 (certain transactions involving insurance company pooled separate accounts) and PTCE 95-
60 (certain transactions involving insurance company general accounts). In addition, Section 408(b)(17) of
ERISA and Section 4975(d)(20) of the Code provide a limited exemption (the “service provider exemption”) for
the purchase and sale of securities and related lending transactions by a Plan if, among other applicable
conditions, (i) the Plan pays no more than, and receives no less than, “adequate consideration” (as defined in
such exemption) and (ii) neither the Party in Interest nor any of its affiliates directly or indirectly exercises any
discretionary authority or control or renders investment advice, with respect to the assets of the Plan being used
to purchase or hold Notes. Any person proposing to acquire any Notes on behalf of a Plan should consult with
counsel regarding the applicability of the prohibited transaction rules and the applicable exemptions thereto and
all other relevant considerations. There are no assurances that any administrative or statutory exemptions under
ERISA or Section 4975 of the Code will be available and apply with respect to transactions involving the Notes.
Unless otherwise specified in the applicable Offering Memorandum Supplement, we intend to treat the Notes as
indebtedness without any substantial equity features for purposes of applying ERISA or Section 4975 of the
Code. If a Plan owns an equity interest in an entity or indebtedness having substantial equity features issued by
an entity, the “plan assets” of such Plan may include an undivided portion of the entity’s underlying assets to
which such equity interest or indebtedness relates, in addition to such equity interest or indebtedness, unless an
exception to such “look through” treatment under ERISA applies. There is an exception for an “operating
company,” which includes a company primarily engaged directly or through majority-owned subsidiaries in the
production or sale of products or services (other than the investment of capital). There is little guidance as to
what activities constitute the “investment of capital” so as to cause a company to be ineligible to be treated as an
“operating company.” We consider ourselves to qualify as an “operating company” under ERISA, although no
assurances are provided that such determination will be respected or our qualification might not change based on
our then current activities. The application of ERISA or Section 4975 of the Code to our underlying assets and

100
activities could materially and adversely affect our operations. In addition, under such circumstances, ERISA
Plan fiduciaries who decide to acquire the Notes could, under certain circumstances, be liable for prohibited
transactions or other violations as a result of their investment in the Notes or as co-fiduciaries for actions taken
by or on behalf of the Issuer. With respect to an individual retirement account (an “IRA”) that invests in the
Notes, the occurrence of a prohibited transaction involving the individual who established the IRA, or his
beneficiaries, could cause the IRA to lose its tax-exempt status.
Unless otherwise specified in the applicable Offering Memorandum Supplement, each purchaser or holder of the
Notes or any interest therein will be deemed to have represented by its purchase and holding thereof that either
(a) it is not a Plan or an Other Plan and it is not purchasing or holding the Notes on behalf of or with “plan
assets” of any Plan or Other Plan, or (b) such purchase and holding of the Notes does not constitute and will not
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation under any
Similar Laws.
Each purchaser or transferee of the Notes that is a Plan shall be deemed to represent, warrant and agree that (i)
none of the Issuer, the Dealers or other persons that provide marketing services, nor any of their affiliates, has
provided, and none of them will provide, any investment recommendation or investment advice on which it, or
any fiduciary or other person investing the assets of the Plan (“Plan Fiduciary”), has relied as a primary basis in
connection with its decision to invest in the Notes, and none of them is otherwise acting as a fiduciary, as defined
in Section 3(21) of ERISA or Section 4975(e)(3) of Code, to the Plan or the Plan Fiduciary in connection with
the Plan’s acquisition of the Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in
evaluating the investment in the Notes.
The Notes are contractual financial instruments. The financial exposure provided by the Notes is not and is not
intended to be a substitute or proxy for individualized investment management or advice for the benefit of any
purchaser or holder of the Notes. The Notes have not been designed and will not be administered in a manner
intended to reflect the individualized needs or objectives of any purchaser or holder of the Notes.
Each purchaser or holder of any Notes acknowledges and agrees that:
(i) the purchaser, holder or purchaser or holder’s fiduciary has made and will make all investment
decisions for the purchaser or holder, and the purchaser or holder has not and will not rely in any way
upon the Issuer or its affiliates to act as a fiduciary or advisor of the purchaser or holder with respect to
(A) the design and terms of the Notes, (B) the purchaser or holder’s investment in the Notes, or (C) the
exercise, or failure to exercise, any rights that the Issuer or its affiliates may have under or with respect
to the Notes;
(ii) the Issuer and its affiliates have acted and will act solely for their own account in connection with
(A) all transactions relating to the Notes and (B) all hedging transactions in connection with their
obligations under the Notes;
(iii) any and all assets and positions relating to hedging transactions by the Issuer or its affiliates are
assets and positions of those entities and are not assets and positions held for the benefit of any purchaser
or holder;
(iv) the interests of the Issuer and its affiliates may be adverse to the interests of any purchaser or holder;
and
(v) neither the Issuer nor any of its affiliates are fiduciaries or advisors of the purchaser or holder in
connection with any such assets, positions or transactions, and any information that the Issuer or any of
its affiliates may provide is not intended to be impartial investment advice.
Each purchaser and holder of the Notes has exclusive responsibility for ensuring that its purchase, holding,
and/or disposition of the Notes does not violate the fiduciary or prohibited transaction rules of ERISA, Section
4975 of the Code or any Similar Laws. The sale of any Notes to any Plan or Other Plan is in no respect a
representation by the Issuer or any of its affiliates or representatives that such an investment is appropriate or

101
meets all relevant legal requirements with respect to investments by Plans or Other Plans generally or any
particular Plan or Other Plan. Accordingly, each fiduciary or other person considering an investment in the
Notes for any Plan or Other Plan should consult with its legal advisor concerning an investment in, or any
transaction involving, the Notes.

102
 PLAN OF DISTRIBUTION AND CONFLICTS OF INTEREST

We may sell the Notes of any offering in any Notes Issue being offered by this Offering Memorandum through
agents, underwriters or Dealers or directly to one or more purchasers. The aggregate compensation to agents,
underwriters or Dealers and third parties receiving referral fees, if any, will not exceed 8% of gross offering
proceeds with respect to any offering of Notes.
The Offering Memorandum Supplement, as the case may be, relating to any offering of Notes in any Notes Issue
will identify or describe:
• the aggregate compensation to any agents, underwriters or Dealers;
• any referral fee arrangements relating to the Notes of such offering;
• the purchase price of the Notes of such offering for investors;
• the initial issue price of the Notes of such offering; and
• if applicable, any securities exchange on which the Notes of such offering will be listed.
Agents
We may designate agents who agree to use their reasonable best efforts to solicit purchases of the Notes during
the term of their appointment to sell Notes on a continuing basis. We will state the aggregate commission we are
to pay to those agents in the applicable Offering Memorandum Supplement.
Dealers
If we use Dealers in the sale of the Notes, unless we otherwise state in the applicable Offering Memorandum
Supplement, we will sell the Notes to such Dealers as principals. The Dealers may then resell the Notes to the
purchasers at varying prices that the Dealers may determine at the time of resale. We will state any discounts or
concessions allowed or paid to the Dealers in the applicable Offering Memorandum Supplement.
Each Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act, and any discounts
and commissions received by it and any profit realized by it on resale of the Notes may be deemed to be
underwriting discounts and commissions.
The Dealers or their affiliates have engaged in, or may in the future engage in investment banking and other
commercial dealings in the ordinary course of business with us or our affiliates and the Dealers have or will
receive customary fees and commissions in connection therewith.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a
broad array of investments and actively trade debt and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account and for the accounts of their customers. Such
investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain
of the Dealers or their affiliates that have a lending relationship with us routinely hedge their credit exposure to
us consistent with their customary risk management policies. Typically, such Dealers and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in our securities, including potentially the Notes offered hereby. Any such short
positions could adversely affect future trading prices of the Notes offered hereby. The Dealers and their
affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long
and/or short positions in such securities and instruments.
Underwriters
If we use underwriters for the sale of the Notes, they will acquire the Notes for their own account. We will enter
into an underwriting agreement (or a similar agreement) with those underwriters when we and they reach an
103
agreement for the sale of the Notes. The underwriters may resell the Notes from time to time in one or more
transactions, including negotiated transactions, at a fixed issued price or at varying prices determined at the time
of sale. Unless we otherwise state in the applicable Offering Memorandum Supplement, various conditions will
apply to the underwriters’ obligation to purchase the Notes, and the underwriters may be obligated to purchase
all of the Notes of a particular offering of Notes in any Notes Issue if they purchase any of such Notes. We will
state any discounts or concessions allowed or paid to the underwriters in the applicable Offering Memorandum
Supplement.
Direct Sales
We may also solicit directly offers to purchase the Notes and we may sell the Notes directly, without using
agents, underwriters or Dealers, to institutional investors or other purchasers. We will describe the terms of any
such sales in the applicable Offering Memorandum Supplement.
Indemnification
Agreements that the Issuer has entered into or will enter into with agents, underwriters or Dealers in connection
with the offer and sale of the Notes may entitle the agents, underwriters or Dealers to indemnification by the
Issuer against various civil liabilities. These include liabilities under the Securities Act. The agreements may
also entitle them to contribution from the Issuer for payments which they may be required to make as a result of
these liabilities.
We may also agree to reimburse the agents, underwriters or Dealers for specified expenses.
Agents, underwriters or Dealers may be customers of, engage in transactions with, or perform services for the
Issuer and its affiliates in the ordinary course of business.
Conflicts of Interest
Agents, underwriters or Dealers we may use in connection with the offer and sale of the Notes may include our
affiliates, including SGAS.
To the extent an offering of the Notes (other than Notes that are also Section 4(a)(2) Notes, Rule 144A Notes or
Regulation S Notes) will be distributed by SGAS or any of our other affiliates, each such offering will be
conducted in compliance with the requirements of Rule 5121 (as amended from time to time) of the Financial
Industry Regulatory Authority, Inc., which is commonly referred to as “FINRA,” regarding a FINRA member
firm’s distribution of securities of an affiliate.
SGAS is a wholly owned subsidiary of the Issuer. Any distribution of the Notes (other than Notes that are also
Section 4(a)(2) Notes, Rule 144A Notes or Regulation S Notes) offered hereby will be made in compliance with
applicable provisions of FINRA Rule 5121, which provides that, among other things, SGAS will not participate
in the distribution of an offering of such Notes that are not investment grade rated (within the meaning of FINRA
Rule 5121) or that are not Notes in the same series that have equal rights and obligations as investment grade
rated securities unless either (i) each Dealer that is a FINRA member and that is primarily responsible for
managing the offering does not have a conflict of interest (within the meaning of FINRA Rule 5121), is not an
affiliate of any member that does have a conflict of interest, and meets the requirements of FINRA Rule 5121
with respect to disciplinary history, (ii) such Notes have a bona fide public market (as defined in FINRA Rule
5121) or (iii) a qualified independent underwriter (within the meaning of FINRA Rule 5121) has participated in
the preparation of the Offering Memorandum, as amended or supplemented, or the applicable Offering
Memorandum Supplement for the offering of such Notes and has exercised the usual standards of due diligence
with respect thereto. Neither SGAS nor any other FINRA member participating in an offering of such Notes that
has a conflict of interest will confirm initial sales to any discretionary accounts over which it has authority
without the prior specific written approval of the customer.

104
Market-making
This Offering Memorandum and the applicable Offering Memorandum Supplement may be used by any of our
broker-dealer affiliates, including SGAS, and other broker-dealers in connection with offers and sales of the
Notes in market making transactions, at prices that relate to the prevailing market prices of the Notes at the time
of the sale or otherwise. In these transactions, any of the Issuer’s broker-dealer affiliates, including SGAS, and
any other broker-dealer may act as principal or agent, including as agent for the counterparty in a transaction in
which such broker-dealer acts as principal. None our broker-dealer affiliates, including SGAS, or any other
broker-dealer has any obligation to make a market in the Notes and, at its sole discretion, any such broker-dealer
may discontinue any market-making activities at any time without notice. Consequently, it may be the case that
no broker-dealer will make a market in the Notes of any Notes Issue or that the liquidity of the trading market for
the Notes will be limited.
Certain Selling Restrictions
United States
The Notes and the Guarantee have not been, and will not be, registered under the Securities Act and, unless
specified otherwise in the applicable Offering Memorandum Supplement, are being offered pursuant to the
exemption from the registration requirements thereof contained in Section 3(a)(2) of the Securities Act.
If so specified in the applicable Offering Memorandum Supplement, certain Notes and the Guarantee may not be
offered or sold within the United States or to, or for the account of benefit of, U.S. persons except in certain
transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have
the meanings given to them by Regulation S unless otherwise specified.
In relation to any Section 4(a)(2) Notes, each Dealer has agreed that it shall not make an offer to any person in
the United States or to any U.S. person other than an “Accredited Investor” within the meaning of Rule 501(a) of
Regulation D, as amended, under the Securities Act who also meets any additional investor qualifications that
may be required by the Issuer for the Section 4(a)(2) Notes as may be specified in the applicable Offering
Memorandum Supplement (“AI”) to whom an offer has been made directly by such Dealer. In connection with
the offer or sale of Section 4(a)(2) Notes, the distribution of this Offering Memorandum and the applicable
Offering Memorandum Supplement by any Dealer to any U.S. person or to any other person within the United
States, other than an AI, or those persons, if any, retained to advise such AI, is prohibited. In addition, each
Dealer agrees to comply with any other restrictions that may be required by the Issuer for the Section 4(a)(2)
Notes, as may be specified in the applicable Offering Memorandum Supplement.
In relation to any Rule 144A Notes, each Dealer will offer or sell the Rule 144A Notes only within the United
States to persons it reasonably believes to be “Qualified Institutional Buyers” (within the meaning of Rule 144A
under the Securities Act) (“QIBs”) in reliance on Rule 144A. In connection with the offer or sale of Rule 144A
Notes, the distribution of this Offering Memorandum and the applicable Offering Memorandum Supplement in
the United States to any U.S. person or to any other person within the United States, other than a QIB, or those
persons, if any, retained to advise such QIB with respect thereto, is unauthorized and any disclosure without the
prior written consent of the Issuer of any of its contents to any of such U.S. person or other person within the
United States, other than any QIB and those persons, if any, retained to advise such QIB, is prohibited. In the
case of a non-bank subsequent purchaser from a Dealer of a Rule 144A Note acting as a fiduciary for one or
more third parties, each third party shall, in the reasonable judgment of the relevant Dealer, be a “Qualified
Institutional Buyer” within the meaning of Rule 144A under the Securities Act.
In relation to any Regulation S Notes, each Dealer has agreed that, except as permitted by the program
agreement between such Dealer, the Issuer and the Guarantor and the section entitled “Notice to Investors” in
this Offering Memorandum, it will not offer or sell any Regulation S Notes within the United States or to, or for
the account or benefit of, U.S. persons (within the meaning of Regulation S) (i) as part of its distribution at any
time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, and
it will have sent to each agent, underwriter or Dealer to which it sells such Regulation S Notes during the 40-day
distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of
105
such Notes within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40
days after the commencement of an offering of Regulation S Notes, any offer or sale of Regulation S Notes
within the United States by an agent, underwriter or Dealer (whether or not such agent, underwriter or Dealer is
participating in such offering) may violate the registration requirements of the Securities Act if that offer or sale
is made otherwise than in accordance with Regulation S.
In connection with any Section 4(a)(2) Notes, Rule 144A Notes or Regulation S Notes, each Dealer has agreed
that no general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the
Securities Act) will be used in the United States in connection with the offering or sale of such Notes.
Each Dealer will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to
inform, persons acquiring Section 4(a)(2) Notes, Rule 144A Notes or Regulation S Notes from such Dealer or
Affiliate, as the case may be, in the United States that the Notes (a) have not been and will not be registered
under the Securities Act, (b) are being sold to them without registration under the Securities Act in reliance on
Rule 144A, Regulation S, or Section 4(a)(2), or in accordance with another exemption from registration under
the Securities Act, as the case may be, and (c) may not be offered, sold, resold or otherwise transferred except (i)
to the Issuer, (ii) in the case of Regulation S Notes only, outside the United States in accordance with Regulation
S, or (iii) inside the United States (x) in the case of Rule 144A Notes only, in accordance with Rule 144A to a
person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the
account of a QIB to whom notice is given that the offer, sale, resale or transfer is being made in reliance on Rule
144A or (y) in the case of Section 4(a)(2) Notes only, pursuant to Section 4(a)(2) or another available exemption
from registration under the Securities Act, subject to the receipt by the Issuer of an opinion of counsel that such
offer, sale, resale or transfer is in compliance with the Securities Act. For the purposes of this paragraph
“Affiliate” has the meaning given to such term in Rule 501(b) of Regulation D under the Securities Act.
Each purchaser of 4(a)(2) Notes, Rule 144A Notes and Regulation S Notes in making its purchase will be
deemed to have made the applicable acknowledgements, representations and agreements set forth in the section
“Notice to Investors” in this Offering Memorandum.
Canada
The Notes may be sold only to purchasers in the Canadian provinces other than Manitoba and Newfoundland and
Labrador purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in
National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Dealers are not
required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.
European Economic Area and United Kingdom
In relation to each Member State of the European Economic Area and the United Kingdom (each, a “Relevant
Member State”), each Dealer has represented and agreed, and each further Dealer appointed under the Program
will be required to represent and agree, that it has not made and will not make an offer of Notes which are the
subject of the offering contemplated by this Offering Memorandum and as completed by the applicable Offering

106
Memorandum Supplement in relation thereto, except that it may make an offer of such Notes to the public in that
Relevant Member State:
(1) if the applicable Offering Memorandum Supplement in relation to the Notes specifies that an
offer of those Notes may be made other than pursuant to Article 1(4) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus
Regulation”) in that Relevant Member State (a “Non-exempt Offer”), following the date of
publication of a prospectus in relation to such Notes which has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State, provided
that any such prospectus has subsequently been completed by the supplement contemplating
such Non-exempt Offer, in accordance with the Prospectus Regulation, in the period beginning
and ending on the dates specified in such prospectus or supplement, as applicable and the Issuer
has consented in writing to its use for the purpose of that Non-exempt Offer;
(2) at any time, to any legal entity which is a qualified investor as defined in the Prospectus
Regulation;
(3) at any time, to fewer than 150 natural or legal persons (other than qualified investors as defined
in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or
Dealers nominated by the Issuer for any such offer; or
(4) at any time, in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Notes referred to in (2) to (4) above shall require the Issuer, the Guarantor or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Notes, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
The European Economic Area and United Kingdom selling restriction is in addition to any other selling
restrictions set out herein or in the Offering Memorandum Supplement.
Prohibition of Sales to European Economic Area and UK Retail Investors
Each Dealer has represented and agreed that it has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Notes to any retail investor in the EEA or in the UK. For the
purposes of this provision:
(a) the expression “retail investor” means a person who is one (or more) of the following:
(1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or
(2) a customer within the meaning of Directive 2016/96/EU (as amended) where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(3) not a qualified investor as defined in Regulation (EU) 2017/129; and
(b) the expression an “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes.
MIFID II product governance / Professional investors and ECPs only target market – Solely for the
purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes
107
offered in the EEA or the UK taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on February 5, 2018 has led to the conclusion that: (a) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (b) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers’ target market assessment) and determining appropriate distribution channels.
United Kingdom
Each Dealer has represented and agreed, and each further Dealer appointed under the program will be required to
represent and agree, that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with
the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA would not, if the
Issuer were not an authorized person, apply to the Issuer or the Guarantor; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Hong Kong
Each Dealer has represented and agreed, and each further Dealer appointed under the program will be required to
represent and agree, that:
(1) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
any Notes other than (a) to “professional investors” as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (b) in
other circumstances which do not result in the document being a “prospectus” as defined in the
Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong
(the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the
C(WUMP)O; and
(2) it has not issued or had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Notes, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the SFO and any rules made under the SFO.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan
(Act no. 25 of 1948, as amended: the “FIEL”) and each of the Dealers has agreed, and each further dealer
appointed under the program will be required to represent and agree, that it will not, directly or indirectly, offer
or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which terms as used herein means
any person resident of Japan, including any corporation or other entity organized under the laws of Japan), or to
others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the
FIEL and any other applicable laws and regulations of Japan.
Please also read the section “Notice to Investors” in this Offering Memorandum.

108
Singapore
This Offering Memorandum, any applicable Offering Memorandum Supplement and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be
circulated or distributed by any Dealer, nor may the Notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, by any Dealer to any person in Singapore
other than (a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, (Chapter
289) of Singapore (the “SFA”) pursuant to Section 274 of the SFA), (b) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of
the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or (c) otherwise pursuant to,
and in accordance with the conditions of, any other applicable provision of the SFA.
Each Dealer has agreed that where the Notes are subscribed or purchased under Section 275 of the SFA by a
relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an
accredited investor, then the securities or securities-based derivatives contracts (each term as defined in Section
239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust
shall not be transferable for six months after that corporation or that trust has acquired the securities under
Section 275 of the SFA except: (1) to an institutional investor or to a relevant person under Section 275(2) of the
SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4)
pursuant to Section 276(7) of the SFA; or (5) as specified in Regulation 37(A) of the Securities and Futures
(Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
Singapore SFA Product Classification: Solely for the purposes of its obligations pursuant to sections 309B(1)(a)
and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the Securities and Futures
(Capital Markets Products) Regulations 2018 (the “SF (CMP) Regulations”)), that the Notes are “prescribed
capital markets products” (as defined in the SF (CMP) Regulations) and “Excluded Investment Products” (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor or the Dealers to subscribe for, or purchase, any Notes.
If necessary these selling restrictions will be supplemented in the Offering Memorandum Supplement.

109
 NOTICE TO INVESTORS

Unless specified otherwise in the applicable Offering Memorandum Supplement, the Notes are being offered
pursuant to the registration exemption contained in Section 3(a)(2) of the Securities Act, which, if specified in the
applicable Offering Memorandum Supplement, may be in conjunction with any exemption from registration (i) in
reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, (ii) in reliance on
the exemption from registration provided by Rule 144A or (iii) in reliance on Regulation S for offers outside the
United States to non-U.S. persons.
Section 3(a)(2) Notes
The certificate or Global Note representing the Notes solely exempt from registration by Section 3(a)(2) of the
Securities Act will bear a legend to the following effect, as may be amended in the applicable Offering
Memorandum Supplement, unless the Issuer determines otherwise in compliance with applicable law:
“THE ISSUER OF THE NOTES EVIDENCED HEREBY (THE “NOTES”) HAS NOT BEEN REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT
COMPANY ACT”), AND SUCH NOTES AND THE GUARANTEE OF SUCH NOTES BY THE NEW YORK
BRANCH OF SOCIÉTÉ GÉNÉRALE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE ISSUER THAT
IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL
INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE ISSUER, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, WITH THE CONSENT OF THE ISSUER IN ITS SOLE DISCRETION. PRIOR TO THE
REGISTRATION OF ANY TRANSFER, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY
REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
REPRESENTS THAT (1) EITHER (A) IT IS NOT AND IT IS NOT PURCHASING OR HOLDING THE
NOTES ON BEHALF OF OR WITH “PLAN ASSETS” OF (I) AN EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), (II) A PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A
COLLECTIVE INVESTMENT FUND, PARTNERSHIP, SEPARATE ACCOUNT OR OTHER ENTITY AND
ACCOUNT WHOSE UNDERLYING ASSETS ARE TREATED AS ASSETS OF SUCH PLAN, ACCOUNT
OR ARRANGEMENT PURSUANT TO THE U.S. DEPARTMENT OF LABOR “PLAN ASSETS”
REGULATION, 29 CFR SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (EACH, A
“PLAN”) OR (IV) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA), NON-ELECTING CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF
ERISA) OR NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA), OR (B) ITS PURCHASE
AND HOLDING OF THE NOTES DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE
OR A VIOLATION OF ANY APPLICABLE LAWS SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS;
AND (2) IF IT IS A PLAN, IT SHALL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (I)
110
NONE OF THE ISSUER, THE DEALERS OR OTHER PERSONS THAT PROVIDE MARKETING
SERVICES, NOR ANY OF THEIR AFFILIATES, HAS PROVIDED, AND NONE OF THEM WILL
PROVIDE, ANY INVESTMENT RECOMMENDATION OR INVESTMENT ADVICE ON WHICH IT, OR
ANY FIDUCIARY OR OTHER PERSON INVESTING THE ASSETS OF THE PLAN (“PLAN
FIDUCIARY”), HAS RELIED AS A PRIMARY BASIS IN CONNECTION WITH ITS DECISION TO
INVEST IN THE NOTES, AND NONE OF THEM IS OTHERWISE ACTING AS A FIDUCIARY, AS
DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(E)(3) OF CODE, TO THE PLAN OR THE
PLAN FIDUCIARY IN CONNECTION WITH THE PLAN’S ACQUISITION OF THE NOTES; AND (II)
THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGMENT IN EVALUATING THE
INVESTMENT IN THE NOTES.”
Because of the restrictions on the Section 4(a)(2) Notes, Rule 144A Notes and Regulation S Notes, purchasers
are advised to read this Offering Memorandum and the applicable Offering Memorandum Supplement carefully
and consult legal counsel prior to making any offer, resale, pledge or other transfer of any Section 4(a)(2) Notes,
Rule 144A Notes or any Regulation S Notes.
Unless otherwise provided in the applicable Offering Memorandum Supplement, each purchaser of the Section
4(a)(2) Notes, Rule 144A Notes or Regulation S Notes will be deemed to make the applicable representations,
acknowledgements and agreements described below. The term “U.S. person” as used in this section shall have
the meaning given to it by Regulation S under the Securities Act.
Section 4(a)(2) Notes
In the case of a purchaser acquiring any of the Section 4(a)(2) Notes, the purchaser will be deemed to represent,
acknowledge and agree that:
(1) Such purchaser is acquiring the Section 4(a)(2) Notes for its own account (and not for the
account of any other person) or an account with respect to which it exercises sole investment discretion
and that it and any such account is an “Accredited Investor” (within the meaning of Rule 501(a) of
Regulation D, as amended, under the Securities Act), meets any additional qualifications or restrictions
as may be required by the Issuer in the applicable Offering Memorandum Supplement and is aware that
the sale to it is being made in reliance on Section 4(a)(2) of the Securities Act.
(2) Such purchaser understands and acknowledges that the Issuer has not been, and will not be,
registered under the Investment Company Act and that the Section 4(a)(2) Notes have not been, and will
not be, registered under the Securities Act or any state securities laws and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except as set forth herein for
Section 4(a)(2) Notes.
(3) Such purchaser acknowledges and agrees that it shall not resell or otherwise transfer any of the
Section 4(a)(2) Notes, unless such resale or transfer is made (a) to the Issuer or (b) inside the United
States, to a person or an entity who is an Accredited Investor in compliance with Section 4(a)(2) of the
Securities Act and any additional transfer restrictions that may be required by the Issuer for the Section
4(a)(2) Notes as specified in the applicable Offering Memorandum Supplement.
(4) Such purchaser will and each subsequent holder or beneficial owner is required to notify any
subsequent purchaser of the Section 4(a)(2) Notes from it of the restrictions on resale and transfer of
such Notes.
(5) Such purchaser acknowledges that neither the Issuer nor the Trustee (as defined herein) will be
required to accept for registration of transfer any Section 4(a)(2) Notes acquired by it, except upon
presentation of evidence satisfactory to such Issuer and Trustee that the restrictions on transfer set forth
herein have been complied with.
(6) Such purchaser acknowledges that the foregoing resale and transfer restrictions apply to holders
of beneficial interests in the Section 4(a)(2) Notes as well as to registered holders of such Notes.

111
 (7) Such purchaser represents that (A) either (a) it is not and it is not purchasing or holding the
Notes on behalf of or with “plan assets” of (i) an employee benefit plan that is subject to Title I of
ERISA, (ii) a plan, account or arrangement that is subject to Section 4975 of the Code, (iii) a collective
investment fund, partnership, separate account or other entity or account whose underlying assets are
treated as assets of such plan, account or arrangement pursuant to the U.S. Department of Labor “plan
assets” regulation, 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA (each, a “Plan”)
or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA),
non-electing church plan (as defined in Section 3(33) of ERISA) or non-U.S. plan (as described in
Section 4(b)(4) of ERISA), or (b) such purchase and holding of the Notes does not constitute and will
not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code or
a violation of any applicable laws substantially similar to such provisions; and (B) if it is a Plan or it is
purchasing or holding the Notes on behalf of or with “plan assets” of any Plan, it will be deemed to
represent, warrant and agree that (i) none of the Issuer, the Dealers or other persons that provide
marketing services, nor any of their affiliates, has provided, and none of them will provide, any
investment recommendation or investment advice on which it, or any Plan Fiduciary, has relied as a
primary basis in connection with its decision to invest in the Notes, and none of them is otherwise acting
as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of Code, to the Plan or the
Plan Fiduciary in connection with the Plan’s acquisition of the Notes; and (ii) the Plan Fiduciary is
exercising its own independent judgment in evaluating the investment in the Notes.
(8) Such purchaser is acquiring the required minimum principal amount of the Section 4(a)(2) Notes
for each account for which it is purchasing such Notes and will not offer, sell, pledge or otherwise
transfer any such Notes or any interest therein at any time except in the required minimum principal
amount for such Notes. The “required minimum principal amount” will be set forth in the applicable
Offering Memorandum Supplement.
(9) Such purchaser acknowledges that neither the Issuer nor the Guarantor nor any person (including
SGAS) acting on their behalf has made any representations concerning the Issuer or the Guarantor or the
offer and sale of the Section 4(a)(2) Notes, except as set forth in the Offering Memorandum and the
related Offering Memorandum Supplement.
(10) If such purchaser is acquiring any Section 4(a)(2) Notes as a fiduciary or agent for one or more
accounts, such purchaser represents that it has sole investment discretion with respect to each such
account, it has full power to purchase such Notes and to make the acknowledgments, representations and
agreements in connection with such Notes set forth herein with respect to each such account, it has made
its own independent decision to acquire such Notes hereby and as to whether an investment in such
Notes is suitable, appropriate or proper based upon its own independent judgment and upon advice from
such advisors as it has deemed necessary, it is not relying on any communication (written or oral) of the
Issuer, the Guarantor, SGAS or any underwriter, dealer or agent participating in the applicable offering
(such underwriter, dealer or agent, a “Selling Participant”) as investment advice or as a
recommendation to acquire such Notes, it being understood that information and explanations related to
the terms and conditions of the purchase of such Notes shall not be considered investment advice or a
recommendation to acquire such Notes, no communication (oral or written) received by it from the
Issuer, the Guarantor, SGAS or any Selling Participant shall be deemed to be an assurance or guarantee
as to the expected results of an investment in such Notes and neither the Issuer nor the Guarantor nor any
affiliate of the Issuer is acting as a fiduciary with respect to such accounts.
(11) Such purchaser acknowledges that the Issuer, the Guarantor, SGAS and any Selling Participant
will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements
and agrees that if any of such acknowledgments, representations and agreements made by it is no longer
accurate, it shall promptly notify the Issuer, the Guarantor, SGAS and the applicable Selling Participant
participating in the offering.
Each purchaser of the Section 4(a)(2) Notes shall be (or, in the case of a purchase by an agent or fiduciary acting
for the beneficial owner of an account for which such agent or fiduciary exercises complete investment
112
discretion, such agent or fiduciary shall be) responsible for providing additional information, as may be
reasonably requested by the Issuer to support the truth and accuracy of the foregoing acknowledgments,
representations and agreements. Each purchaser of the Section 4(a)(2) Notes must comply with all applicable
laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Section 4(a)(2) Notes or
possesses this Offering Memorandum and the related Offering Memorandum Supplement and must obtain any
consent, approval or permission required by such jurisdiction for the purchase, offer or sale by it of the Section
4(a)(2) Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it
makes such purchases, offers or sales, and none of the Issuer, the Guarantor or any of their affiliates shall have
any responsibility therefor.
The certificate representing the Section 4(a)(2) Notes will bear a legend to the following effect, as may be
amended in the applicable Offering Memorandum Supplement, unless the Issuer determines otherwise in
compliance with applicable law:
“THE ISSUER OF THE NOTES EVIDENCED HEREBY (THE “NOTES”) HAS NOT BEEN REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT
COMPANY ACT”), AND SUCH NOTES AND, IF APPLICABLE, THE GUARANTEE OF SUCH NOTES
BY THE NEW YORK BRANCH OF SOCIÉTÉ GÉNÉRALE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS AN “ACCREDITED INVESTOR”
(WITHIN THE MEANING OF RULE 501 OF REGULATION D, AS AMENDED, UNDER THE
SECURITIES ACT) AND MEETS ANY OTHER INVESTOR QUALIFICATIONS REQUIRED BY THE
ISSUER FOR THE NOTES AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL
INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE
ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE
UNDER THE SECURITIES ACT, (C) IN THE UNITED STATES, TO A PERSON OR AN ENTITY WHO IS
AN ACCREDITED INVESTOR AND MEETS ANY OTHER INVESTOR QUALIFICATIONS REQUIRED
BY THE ISSUER FOR THE NOTES, BUT ONLY WITH THE CONSENT OF THE ISSUER IN ITS SOLE
DISCRETION, IN COMPLIANCE WITH SECTION 4(a)(2) OF THE SECURITIES ACT OR (D) PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, WITH THE CONSENT OF
THE ISSUER IN ITS SOLE DISCRETION. PRIOR TO THE REGISTRATION OF ANY TRANSFER, THE
ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
REPRESENTS THAT (1) EITHER (A) IT IS NOT AND IT IS NOT PURCHASING OR HOLDING THE
NOTES ON BEHALF OF OR WITH “PLAN ASSETS” OF (I) AN EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), (II) A PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A
COLLECTIVE INVESTMENT FUND, PARTNERSHIP, SEPARATE ACCOUNT OR OTHER ENTITY OR
ACCOUNT WHOSE UNDERLYING ASSETS ARE TREATED AS ASSETS OF SUCH PLAN, ACCOUNT

113
OR ARRANGEMENT PURSUANT TO THE U.S. DEPARTMENT OF LABOR “PLAN ASSETS”
REGULATION, 29 CFR SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (EACH, A
“PLAN”) OR (IV) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA), NON-ELECTING CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF
ERISA) OR NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA), OR (B) ITS PURCHASE
AND HOLDING OF THE NOTES DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE,
OR A VIOLATION OF ANY APPLICABLE LAWS SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS;
AND (2) IF IT IS A PLAN, IT SHALL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (I)
NONE OF THE ISSUER, THE DEALERS OR OTHER PERSONS THAT PROVIDE MARKETING
SERVICES, NOR ANY OF THEIR AFFILIATES, HAS PROVIDED, AND NONE OF THEM WILL
PROVIDE, ANY INVESTMENT RECOMMENDATION OR INVESTMENT ADVICE ON WHICH IT, OR
ANY FIDUCIARY OR OTHER PERSON INVESTING THE ASSETS OF THE PLAN (“PLAN
FIDUCIARY”), HAS RELIED AS A PRIMARY BASIS IN CONNECTION WITH ITS DECISION TO
INVEST IN THE NOTES, AND NONE OF THEM IS OTHERWISE ACTING AS A FIDUCIARY, AS
DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(E)(3) OF CODE, TO THE PLAN OR THE
PLAN FIDUCIARY IN CONNECTION WITH THE PLAN’S ACQUISITION OF THE NOTES; AND (II)
THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGMENT IN EVALUATING THE
INVESTMENT IN THE NOTES.”
Rule 144A Notes
In the case of a purchaser acquiring any of the Rule 144A Notes, the purchaser will be deemed to represent,
acknowledge and agree that:
(1) Such purchaser is acquiring the Rule 144A Notes for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such account is a Qualified
Institutional Buyer (“QIB”) as defined in Rule 144A under the Securities Act, and is aware that the sale
to it is being made in reliance on Rule 144A.
(2) Such purchaser understands and acknowledges that the Issuer has not been registered under the
Investment Company Act and that the Rule 144A Notes have not been, and will not be, registered under
the Securities Act and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except as set forth herein for the Rule 144A Notes.
(3) Such purchaser acknowledges and agrees that it shall not resell or otherwise transfer any of the
Rule 144A Notes, unless such resale or transfer is made (a) to the Issuer, or (b) inside the United States,
to a QIB in compliance with Rule 144A.
(4) Such purchaser will and each subsequent holder or beneficial owner is required to notify any
subsequent purchaser of Rule 144A Notes from it of the restrictions on resale and transfer of such Notes.
(5) Such purchaser acknowledges that neither the Issuer nor the Trustee (as defined herein) will be
required to accept for registration of transfer any Rule 144A Notes acquired by it, except upon
presentation of evidence satisfactory to such Issuer and Trustee that the restrictions on transfer set forth
herein have been complied with.
(6) Such purchaser acknowledges that the foregoing resale and transfer restrictions apply to holders
of beneficial interests in the Rule 144A Notes as well as to registered holders of such Notes.
(7) Such purchaser represents that (A) either (a) it is not and it is not purchasing or holding the
Notes on behalf of or with “plan assets” of (i) an employee benefit plan that is subject to Title I of
ERISA, (ii) a plan, account or arrangement that is subject to Section 4975 of the Code, (iii) a Plan or (iv)
an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), non-
electing church plan (as defined in Section 3(33) of ERISA) or non-U.S. plan (as described in Section
4(b)(4) of ERISA), or (b) such purchase and holding of the Notes does not constitute and will not result
114
 in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code, or a
violation of any applicable laws substantially similar to such provisions; and (B) if it is a Plan or it is
purchasing or holding the Notes on behalf of or with “plan assets” of any Plan, it will be deemed to
represent, warrant and agree that (i) none of the Issuer, the Dealers or other persons that provide
marketing services, nor any of their affiliates, has provided, and none of them will provide, any
investment recommendation or investment advice on which it, or any Plan Fiduciary, has relied as a
primary basis in connection with its decision to invest in the Notes, and none of them is otherwise acting
as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of Code, to the Plan or the
Plan Fiduciary in connection with the Plan’s acquisition of the Notes; and (ii) the Plan Fiduciary is
exercising its own independent judgment in evaluating the investment in the Notes.
(8) Such purchaser is acquiring the required minimum principal amount of the Rule 144A Notes for
each account for which it is purchasing such Notes and will not offer, sell, pledge or otherwise transfer
any such Notes or any interest therein at any time except in the required minimum principal amount.
The “required minimum principal amount” will be set forth in the applicable Offering Memorandum
Supplement.
(9) Such purchaser acknowledges that neither the Issuer nor the Guarantor nor any person (including
SGAS) acting on their behalf has made any representations concerning the Issuer or the Guarantor or the
offer and sale of the Rule 144A Notes, except as set forth in the Offering Memorandum and the related
Offering Memorandum Supplement.
(10) If such purchaser is acquiring the Rule 144A Notes as a fiduciary or agent for one or more
accounts, such purchaser represents that it has sole investment discretion with respect to each such
account, it has full power to purchase such Notes and to make the acknowledgments, representations and
agreements in connection with such Notes set forth herein with respect to each such account, it has made
its own independent decision to acquire such Notes hereby and as to whether an investment in such
Notes is suitable, appropriate or proper based upon its own independent judgment and upon advice from
such advisors as it has deemed necessary, it is not relying on any communication (written or oral) of the
Issuer, the Guarantor or any Selling Participant as investment advice or as a recommendation to acquire
such Notes, it being understood that information and explanations related to the terms and conditions of
the purchase of such Notes shall not be considered investment advice or a recommendation to acquire
such Notes, no communication (oral or written) received by it from the Issuer, the Guarantor or any
Selling Participant shall be deemed to be an assurance or guarantee as to the expected results of an
investment in such Notes and neither the Issuer nor the Guarantor nor any affiliate of the Issuer is acting
as a fiduciary with respect to such accounts.
(11) Such purchaser acknowledges that the Issuer, the Guarantor, SGAS and any Selling Participant
will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements
and agrees that if any of the acknowledgments, representations and agreements made by it is no longer
accurate, it shall promptly notify the Issuer, the Guarantor, SGAS and the applicable Selling Participant
participating in the offering.
Each purchaser of the Rule 144A Notes shall be (or, in the case of a purchase by an agent or fiduciary acting for
the beneficial owner of an account for which such agent or fiduciary exercises complete investment discretion,
such agent or fiduciary shall be) responsible for providing additional information, as may be reasonably
requested by the Issuer to support the truth and accuracy of the foregoing acknowledgments, representations and
agreements. Each purchaser of the Rule 144A Notes must comply with all applicable laws and regulations in
force in any jurisdiction in which it purchases, offers or sells the Rule 144A Notes or possesses this Offering
Memorandum and the related Offering Memorandum Supplement and must obtain any consent, approval or
permission required by such jurisdiction for the purchase, offer or sale by it of the Rule 144A Notes under the
laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers
or sales, and none of the Issuer, the Guarantor or any of their affiliates shall have any responsibility therefor.

115
The certificate or Global Note representing the Rule 144A Notes will bear a legend to the following effect, as
may be amended in the applicable Offering Memorandum Supplement, unless the Issuer determines otherwise in
compliance with applicable law:
“THE ISSUER OF THE NOTES EVIDENCED HEREBY (THE “NOTES”) HAS NOT BEEN REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT
COMPANY ACT”), AND SUCH NOTES AND, IF APPLICABLE, THE GUARANTEE OF SUCH NOTES
BY THE NEW YORK BRANCH OF SOCIÉTÉ GÉNÉRALE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2)
AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN
ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND ONLY (A) TO THE ISSUER, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT OR
(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER, THE ISSUER RESERVES
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
REPRESENTS THAT (1) EITHER (A) IT IS NOT AND IT IS NOT PURCHASING OR HOLDING THE
NOTES ON BEHALF OF OR WITH “PLAN ASSETS” OF (I) AN EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), (II) A PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A
COLLECTIVE INVESTMENT FUND, PARTNERSHIP, SEPARATE ACCOUNT OR OTHER ENTITY OR
ACCOUNT WHOSE UNDERLYING ASSETS ARE TREATED AS ASSETS OF SUCH PLAN, ACCOUNT
OR ARRANGEMENT PURSUANT TO THE U.S. DEPARTMENT OF LABOR “PLAN ASSETS”
REGULATION, 29 CFR SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (EACH, A
“PLAN”) OR (IV) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA), NON-ELECTING CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF
ERISA) OR NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA), OR (B) ITS PURCHASE
AND HOLDING OF THE NOTES DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OR ANY
APPLICABLE LAWS SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS; AND (2) IF IT IS A PLAN,
IT SHALL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (I) NONE OF THE ISSUER,
THE DEALERS OR OTHER PERSONS THAT PROVIDE MARKETING SERVICES, NOR ANY OF THEIR
AFFILIATES, HAS PROVIDED, AND NONE OF THEM WILL PROVIDE, ANY INVESTMENT
RECOMMENDATION OR INVESTMENT ADVICE ON WHICH IT, OR ANY FIDUCIARY OR OTHER
PERSON INVESTING THE ASSETS OF THE PLAN (“PLAN FIDUCIARY”), HAS RELIED AS A
PRIMARY BASIS IN CONNECTION WITH ITS DECISION TO INVEST IN THE NOTES, AND NONE OF
THEM IS OTHERWISE ACTING AS A FIDUCIARY, AS DEFINED IN SECTION 3(21) OF ERISA OR
SECTION 4975(E)(3) OF CODE, TO THE PLAN OR THE PLAN FIDUCIARY IN CONNECTION WITH
116
THE PLAN’S ACQUISITION OF THE NOTES; AND (II) THE PLAN FIDUCIARY IS EXERCISING ITS
OWN INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THE NOTES.”
Regulation S Notes
In the case of a purchaser of any of the Regulation S Notes, the purchaser will be deemed to represent,
acknowledge and agree that:
(1) Such purchaser is acquiring the Regulation S Notes for its own account or an account with
respect to which it exercises sole investment discretion and that it and any such account is not a “U.S.
person” within the meaning of Regulation S of the Securities Act and is making the purchase in
compliance with Regulation S.
(2) Such purchaser understands and acknowledges that the Issuer has not been registered under the
Investment Company Act and that the Regulation S Notes have not been, and will not be, registered
under the Securities Act and may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. Persons except as set forth herein for Regulation S Notes.
(3) Such purchaser acknowledges that if it is a purchaser in a sale that occurs outside the United
States within the meaning of Regulation S, then until the expiration of the “40-day distribution
compliance period” within the meaning of Regulation S under the Securities Act (the “Regulation S
Compliance Period”), any offer or sale of the Regulation S Notes shall not be made to a U.S. person or
for the account or benefit of a U.S. person within the meaning of Rule 902 of the Securities Act.
(4) Such purchaser agrees that it (or each account for which it is purchasing the Regulation S Notes)
will not sell, resell or otherwise transfer any Regulation S Notes in the United States or to any U.S.
Person during the Regulation S Compliance Period unless, with the consent of the Issuer in its sole
discretion, such sale, resale or transfer is made in compliance with another exemption from the
registration requirements under the Securities Act.
(5) Such purchaser will and each subsequent holder or beneficial owner is required to notify any
subsequent purchaser of Regulation S Notes from it of the foregoing restrictions on the sale, resale and
transfer of such Notes.
(6) Such purchaser acknowledges that the foregoing sale, resale and transfer restrictions apply to
holders of beneficial interests in the Regulation S Notes as well as to registered holders of such Notes.
(7) Such purchaser acknowledges that neither the Issuer nor the Trustee (as defined herein) will be
required to accept for registration of transfer any Regulation S Notes acquired by it, except upon
presentation of evidence satisfactory to such Issuer and Trustee that the restrictions on transfer set forth
herein have been complied with.
(8) Such purchaser represents that (A) either (a) it is not and it is not purchasing or holding the
Notes on behalf of or with “plan assets” of (i) an employee benefit plan that is subject to Title I of
ERISA, (ii) a plan, account or arrangement that is subject to Section 4975 of the Code, (iii) a Plan or (iv)
an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), non-
electing church plan (as defined in Section 3(33) of ERISA) or non-U.S. plan (as described in Section
4(b)(4) of ERISA), or (b) such purchase and holding of the Notes does not constitute and will not result
in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code or a violation
of any applicable laws substantially similar to such provisions; and (B) if it is a Plan or it is purchasing
or holding the Notes on behalf of or with “plan assets” of any Plan, it will be deemed to represent,
warrant and agree that (i) none of the Issuer, the Dealers or other persons that provide marketing
services, nor any of their affiliates, has provided, and none of them will provide, any investment
recommendation or investment advice on which it, or any Plan Fiduciary, has relied as a primary basis in
connection with its decision to invest in the Notes, and none of them is otherwise acting as a fiduciary, as
defined in Section 3(21) of ERISA or Section 4975(e)(3) of Code, to the Plan or the Plan Fiduciary in

117
 connection with the Plan’s acquisition of the Notes; and (ii) the Plan Fiduciary is exercising its own
independent judgment in evaluating the investment in the Notes.
(9) Such purchaser is acquiring the required minimum principal amount of the Regulation S Notes
for each account for which it is purchasing such Notes and will not offer, sell, pledge or otherwise
transfer any such Notes or any interest therein at any time except in the required minimum
denomination. The “required minimum principal amount” will be set forth in the applicable Offering
Memorandum Supplement.
(10) Such purchaser acknowledges that neither the Issuer nor the Guarantor nor any person acting on
their behalf has made any representations concerning the Issuer or the Guarantor or the offer and sale of
the Regulation S Notes, except as set forth in the Offering Memorandum and the related Offering
Memorandum Supplement.
(11) If such purchaser is acquiring any Regulation S Notes as a fiduciary or agent for one or more
accounts, such purchaser represents that it has sole investment discretion with respect to each such
account, it has full power to purchase such Notes and to make the acknowledgments, representations and
agreements set forth herein with respect to each such account as set forth herein, it has made its own
independent decision to acquire such Notes hereby and as to whether an investment in such Notes is
suitable, appropriate or proper based upon its own independent judgment and upon advice from such
advisors as it has deemed necessary, it is not relying on any communication (written or oral) of the
Issuer, the Guarantor or any Selling Participant as investment advice or as a recommendation to acquire
such Notes, it being understood that information and explanations related to the terms and conditions of
the purchase of such Notes shall not be considered investment advice or a recommendation to acquire
such Notes, no communication (oral or written) received by it from the Issuer, the Guarantor or any
Selling Participant shall be deemed to be an assurance or guarantee as to the expected results of an
investment in such Notes and neither the Issuer nor the Guarantor nor any affiliate of the Issuer is acting
as a fiduciary with respect to such accounts.
(12) Such purchaser acknowledges that the Issuer, the Guarantor, SGAS and any Selling Participant
will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements
and agrees that if any of the acknowledgments, representations and agreements made by it is no longer
accurate, it shall promptly notify the Issuer, the Guarantor, SGAS and the applicable Selling Participant
participating in the offering.
The certificate or Global Note representing the Regulation S Notes will bear a legend to the following effect, as
may be amended in the applicable Offering Memorandum Supplement, unless the Issuer determines otherwise in
compliance with applicable law:
“THE ISSUER OF THE NOTES EVIDENCED HEREBY (THE “NOTES”) HAS NOT BEEN REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT
COMPANY ACT”), AND SUCH NOTES AND, IF APPLICABLE, THE GUARANTEE OF SUCH NOTES
BY THE NEW YORK BRANCH OF SOCIÉTÉ GÉNÉRALE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS
THAT IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE ISSUER, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT
OR (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S

118
UNDER THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER, THE ISSUER
RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
REPRESENTS THAT (1) EITHER (A) IT IS NOT AND IT IS NOT PURCHASING OR HOLDING THE
NOTES ON BEHALF OF OR WITH “PLAN ASSETS” OF (I) AN EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), (II) OR A PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A
COLLECTIVE INVESTMENT FUND, PARTNERSHIP, SEPARATE ACCOUNT OR OTHER ENTITY OR
ACCOUNT WHOSE UNDERLYING ASSETS ARE TREATED AS ASSETS OF SUCH PLAN, ACCOUNT
OR ARRANGEMENT PURSUANT TO THE U.S. DEPARTMENT OF LABOR “PLAN ASSETS”
REGULATION, 29 CFR SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (EACH, A
“PLAN”) OR (IV) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA), NON-ELECTING CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF
ERISA) OR NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA), OR (B) ITS PURCHASE
AND HOLDING OF THE NOTES DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE,
OR A VIOLATION OF APPLICABLE LAWS SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS; AND
(2) IF IT IS A PLAN, IT SHALL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (I)
NONE OF THE ISSUER, THE DEALERS OR OTHER PERSONS THAT PROVIDE MARKETING
SERVICES, NOR ANY OF THEIR AFFILIATES, HAS PROVIDED, AND NONE OF THEM WILL
PROVIDE, ANY INVESTMENT RECOMMENDATION OR INVESTMENT ADVICE ON WHICH IT, OR
ANY FIDUCIARY OR OTHER PERSON INVESTING THE ASSETS OF THE PLAN (“PLAN
FIDUCIARY”), HAS RELIED AS A PRIMARY BASIS IN CONNECTION WITH ITS DECISION TO
INVEST IN THE NOTES, AND NONE OF THEM IS OTHERWISE ACTING AS A FIDUCIARY, AS
DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(E)(3) OF CODE, TO THE PLAN OR THE
PLAN FIDUCIARY IN CONNECTION WITH THE PLAN’S ACQUISITION OF THE NOTES; AND (II)
THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGMENT IN EVALUATING THE
INVESTMENT IN THE NOTES.”

119
 STATUTORY AUDITORS

The Issuer’s annual consolidated financial statements as of and for the years ended December 31, 2017, 2018 and
2019 incorporated by reference in this Offering Memorandum have been audited by Ernst & Young et Autres
and Deloitte & Associés as joint statutory auditors, as stated in their reports respectively incorporated by
reference in this Offering Memorandum. Ernst & Young et Autres are members of the French Compagnie
nationale des commissaires aux comptes and their address is Tour First, TSA 1444, 92037 Paris la Défense
Cedex, France. Deloitte & Associés are members of the French Compagnie nationale des commissaires aux
comptes and their address is 6, place de la Pyramide, 92908 Paris-La Défense Cedex, France. The Guarantor
does not separately produce complete financial statements and is not subject to external audits by independent
auditors outside of the Issuer’s external audits.

120