Commentary & Deal Flow

Book Update: Books above €3bn+

IPTs: PerpNCFeb32: 6.500%a

• Issuer: Societe Generale
• LEI: O2RNE8IBXP4R0TD8PU41
• Instrument: Undated Deeply Subordinated Additional Tier 1 Capital Fixed Rate Resettable Callable Notes
• Format: RegS, dematerialised Notes in bearer form
• Status of the Notes: Direct, unconditional, unsecured and deeply subordinated obligations of the Issuer, ranking pari passu among themselves and with any other Additional Tier 1 Capital Notes and any other Deeply Subordinated Obligations, senior to all present or future Issuer Shares, junior to all present or future Subordinated Obligations and Unsubordinated Obligations as provided for in Condition 5 (Status of the Notes)
• Issuer Ratings: A1 negative / A stable / A- stable (Moody's/S&P/Fitch)
• Expected Issue Ratings: Ba2/BB/BB+ (Moody's/S&P/Fitch)
• IPTs: 6.500% area coupon (S/A)
• Issue Size: €750m (WNG)
• Issue Date: 15-May-26 (T+6)
• Maturity Date: Perpetual
• Reset Date: 13-Feb-32 (the “First Reset Date”) and every date which falls five (5) years, or a multiple of five (5) years, thereafter (each a “Reset Date”)
• Issuer Call Date(s): Each of (i) any date in the six-month period preceding (and including) the First Reset Date and (ii) any date in the six-month period preceding (and including) each Reset Date thereafter
• Interest Payment Date(s): Semi-annually in arrear on 13 February and 13 August in each year commencing on 13-Aug-26 (short first coupon period from, and including, the Issue Date to, but excluding, the 13-Aug-26), subject to the provision of Condition 6.10 (Cancellation of Interest Amounts) and Condition 9 (Payments)
• Interest Rate: [●]% Fixed to First Reset Date, per annum payable semi-annually, then resets to prevailing 5-Year Mid-Swap Rate + [●]bp at every Reset Date, which sum will then be converted from an annual basis to a semi-annual basis according to market convention
• Issuer Call Option: The Issuer may, at its option (subject to the provisions of Condition 8.9 (Conditions to redemption, purchase or cancellation)), redeem the Notes then outstanding (in whole, but not in part) on each of (i) any date in the six-month period preceding (and including) the First Reset Date and (ii) any date in the six-month period preceding (and including) each Reset Date thereafter at their Redemption Amount, together with accrued interest (if any) thereon
• Optional Redemption by the Issuer upon the Occurrence of a Tax Event, a MREL or TLAC Disqualification Event or a Capital Event: Subject to the provisions of Condition 8.9 (Conditions to redemption, purchase or cancellation), upon the occurrence of a Tax Event, a MREL or TLAC Disqualification Event or a Capital Event, the Issuer may, at its option, at any time, redeem the Notes then outstanding (in whole, but not in part) at their Redemption Amount, together with accrued interest thereon, as described in Condition 8 (Redemption and Purchase)
  Redemption can be made by the Issuer even if the Original Principal Amount of the Notes has been Written Down and not yet reinstated in full, as described in Condition 7 (Loss Absorption and Return to Financial Health)
  For the purposes of this provision:
  “Capital Event” means a change in the regulatory classification of the Notes under the Relevant Rules that was not reasonably foreseeable by the Issuer at the Issue Date, and that would be likely to result in or has resulted in, the Notes being fully or partially excluded from the Tier 1 Capital of the Issuer. For the avoidance of doubt, a reduction in the amount of the Notes which are recognized as Additional Tier 1 Capital as a result of a change in the regulatory assessment of the minimum amount of Common Equity Tier 1 capital that would be generated if the principal amount of the Notes were fully written down, in accordance with Article 54(3) of the CRR (as defined in Condition 2 (Definitions and Interpretation)), shall not constitute a Capital Event
  “MREL or TLAC Disqualification Event” means a change in the classification of the Notes under the MREL or TLAC Requirements, that was not reasonably foreseeable by the Issuer at the Issue Date of the Notes, and that would be likely to result in or has resulted in the Notes being fully or partially excluded from the own funds or eligible liabilities available to meet the MREL or TLAC Requirements (as so called or defined by the then applicable laws and regulations or MREL or TLAC criteria applicable to the Issuer)
  “MREL or TLAC Requirements” means the minimum requirements for own funds and eligible liabilities and/or total loss-absorbing capacity requirements applicable to the Issuer and/or the Group referred to in the BRRD and CRD, or any other EU laws and regulations implemented in French laws and regulations and/or as set out in policies and/or principles of the SRB as the case may be, and/or as per the FSB TLAC Term Sheet dated 9 November 2015, as amended from time to time
  “Tax Event” means a Tax Deductibility Event, a Withholding Tax Event and/or a Gross-Up Event (each as defined in paragraphs (a), (b) and (c), respectively, of Condition 8.4 (Optional Redemption upon the occurrence of a Tax Event)), as the case may be
• Clean-up Redemption Option: Subject to the provisions of Condition 8.9 (Conditions to redemption, purchase or cancellation), if at least 75 per cent. of the initial aggregate nominal amount of the Notes has been redeemed or purchased by, or on behalf of, the Issuer or any of its subsidiaries and, in each case, cancelled, the Issuer may, at any time, at its option, redeem the outstanding Notes (in whole, but not in part) at their Redemption Amount together, if appropriate, with accrued interest to (but excluding) the date of redemption
• Cancellation of Interest: Fully discretionary, non-cumulative, in whole or in part. Mandatory Cancellation of Interest in case (i) of insufficient Distributable Items, ii) requested by the Regulator, or iii) such payment would cause the Maximum Distributable Amount to be exceeded
• Loss Absorption and Return to Financial Health: The Current Principal Amount of the Notes will be written down if the Issuer’s Common Equity Tier 1 capital ratio falls below 5.125% (on a consolidated basis). Following such reduction, the Current Principal Amount may, at the Issuer’s full discretion, be written back up if certain conditions are met. See Condition 7 (Loss Absorption and Return to Financial Health)
• Acknowledgement of Bail-in Power and Statutory Write-Down or Conversion: By the acquisition of Notes, each Noteholder acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, as provided in Condition 17 (Acknowledgment of Bail-In Power and Statutory Write-down or Conversion)
• Waiver of Set-off: The Noteholders waive any and all rights of and claims for deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with the Notes, to the extent permitted by applicable law, as provided in Condition 18 (Waiver of set-off)
• Events of Default: None
• Cross Default: None
• Negative Pledge: None
• Denominations: €100,000
• Documentation: Under the Issuer’s Euro Medium Term Note Paris Registered Programme (the “Programme”) and a prospectus to be approved by the Commission de surveillance du secteur financier before the settlement and delivery of the Notes (available on http://prospectus.socgen.com)
• Listing: Luxembourg Stock Exchange
• Governing Law: French law
• Clearing: Euroclear France
• Target Market: Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in the EEA and in the UK
• Selling Restrictions: USA (RegS), United Kingdom, China, Japan, Switzerland, Hong Kong, Taiwan, Australia, the EEA and jurisdictions within the EEA
• Sole Structuring Advisor & Sole Bookrunner: Societe Generale
• Timing: Books open, today’s business
• Advertisement: The Base Prospectus dated 18-Dec-25 as well as the Tranche Prospectus, when published, will be available on http://prospectus.socgen.com/