Societe Generale : SG SFH - Second Supplement dated 06 April 2022 to the Base Prospectus dated 9 June 2021 (pdf)

SOCIÉTÉ GÉNÉRALE SFH € 50,000,000,000

Euro Medium Term Note Programme for the issue of obligations de financement de l'habitat

SECOND SUPPLEMENT DATED 6 APRIL 2022

TO THE BASE PROSPECTUS DATED 9 JUNE 2021

This Second supplement (the Second Supplement) is supplemental to, and should be read in conjunction with, the base prospectus dated 9 June 2021 which was granted visa n°21-216 on 9 June 2021, as supplemented by the First Supplement dated 12 October 2021 that received approval n°21-442 (the Base Prospectus), prepared by Société Générale SFH (the Issuer) with respect to its € 50,000,000,000 Euro Medium Term Note Programme

(the Programme).

The Base Prospectus, as supplemented (including by this Second Supplement), constitutes a base prospectus for the purpose of Regulation (EU) 2017/1129 (the Prospectus Regulation). Terms defined in the Base Prospectus have the same meaning when used in this Second Supplement.

The Issuer has prepared this Second Supplement pursuant to article 23 of the Prospectus Regulation for the purposes of updating the Base Prospectus with the 2021 Annual Financial Report of the Issuer.

Application has been made to the Autorité des marchés financiers (the AMF) as competent authority under the Prospectus Regulation for approval of this Second Supplement. The AMF only approves this Second Supplement to the Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation, such approval should not be considered as an endorsement of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes.

Save as disclosed in this Second Supplement, no other significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Second Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, the statements in (a) above will prevail.

In accordance with Article 23(2) of the Prospectus Regulation, to the extent applicable, investors who have already agreed to purchase or subscribe for the Notes before this Second Supplement is published have the right, exercisable within three (3) working days after the publication of the supplement (no later than 11 April 2022), to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period or the delivery of the Notes, whichever occurs first. Investors may contact the Autorised Offereror(s) should they wish to exercise the right of withdrawal.

This Second Supplement will be published so long as Notes are admitted to trading on Euronext Paris, the regulated market of the Luxembourg Stock Exchange and/or any other such regulated market in accordance with the Prospectus Regulation, the Final Terms relating to such Notes will be available on the websites of the AMF(www.amf-france.org)and/or the Luxembourg Stock Exchange(www.bourse.lu)and/or any other such regulated market, as the case may be, and of the Issuer(http://prospectus.socgen.com).

APPROVAL FROM THE AUTORITE DES MARCHES FINANCIERS

This Second Supplement has been approved on 6 April 2022 under the approval number n°22-085 by the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129.

The AMF has approved this Second Supplement after having verified that the information it contains is complete, coherent and comprehensible.

This approval is not favourable opinion on the Issuer and on the quality of the Notes described in this Second Supplement. Investors should make their own assessment of the opportunity to invest in such Notes.

1.1

RISK FACTORS

1.1.1 In section "RISK FACTORS" on pages 16 to 18, risk factors under "Risk factors relating to the Issuer" are deleted and replaced as follows:

"This section identifies the main risk factors that the Issuer estimates could have a significant effect on its business, profitability, solvency or access to financing.

The risks inherent to the Issuer's activity are presented below under five main categories, in accordance with Article 16 of the Prospectus Regulation:

• 1. liquidity risks;

• 2. risks related to the macroeconomic, geopolitical, market, and regulatory environments;

• 3. credit and counterparty risks;

• 4. operational risks; and

• 5. structural risks.

• 1. Liquidity risks

The Issuer's liquidity risk is defined as the risk of not being able to meet its payment obligations under the Notes when they fall due, because of the temporary lags between the amortization profile of its assets and liabilities.

A number of exceptional measures taken by governments, central banks and regulators as well as a downgrade in the Group's external rating or in the sovereign rating of the French State could have a significant negative impact on the Issuer's cost of financing, its access to liquidity. Moreover, a lack of liquidity could have a significant negative impact on the Issuer's capacity to repay the Notes on a short-term period. At the date of this Base Prospectus, the maximum exposure of the Issuer for the next 180 days could be estimated up to 3.25 billion euros, representing the maximum cumulated amount of Notes falling due under this period. From a long-term perspective, the negative impact is lowered due to the ability of the Issuer to gather the necessary cash-flows under the collateralised assets.

Furthermore, in past crises (such as the 2008 financial crisis, the Eurozone sovereign debt crisis, the tensions on the financial markets linked to the Covid-19 pandemic before the intervention of the central banks or more recently the tensions linked to the crisis in Ukraine), access to financing from European banks was intermittently restricted or subject to less favorable conditions. If unfavorable debt market conditions were to reappear following a new systemic or Group-specific crisis, the effect on the liquidity of the European financial sector in general could be very significantly unfavorable and could have a negative impact on the average interest margin between the cover pool assets and the covered bonds of Société Générale SFH, without affecting its financial situation and its social accounts.

In any case, if the Issuer is not able to cover its liquidity needs, the Issuer's ability to make payments under the Notes may be negatively affected. As a result, Noteholders could lose all or a substantial part of their investment in the Notes.

However, as a specialized credit institution, the Issuer is subject to the production of indicators making it possible to measure, manage and monitor this risk (see section entitled "Summary of the legislation and regulations relating to sociétés de financement de l'habitat). In addition, there are some structural mitigants allowing the Issuer to reduce its liquidity risk exposure such as the "Pre-Maturity Test" described more fully in section entitled "Relationship between Société Générale SFH and Société Générale". As of 31 December 2021, none of the threshold of these indicators has been triggered.

With respect to the liquidity coverage requirements pursuant to the CRD V package (as defined below), as of 31 December 2021, the Issuer is not obliged to hold stocks of liquid assets to maintain its Liquidity Coverage Ratio (LCR) beyond 100%. Nonetheless, the Issuer's LCR is structurally higher than 100%. As of end of December 2021, the Issuer also complies with the minimum requirement of 100% regarding the Net Stable Funding Ratio (NSFR).

To finance any temporary liquidity needs, the Issuer also benefits from the ALM management tools and instruments provided to it by the laws and regulations applicable to SFH in order to fund temporary liquidity needs. See section

entitled "Summary of the legislation and regulations relating to sociétés de financement de l'habitat and other legal issues" for the full list of these tools and instruments".

2. Risks related to the macroeconomic, geopolitical, market, legal and regulatory environments

2.1 Macroeconomic, geopolitical and market risks

The global economic and financial context, geopolitical tensions, as well as the context of the markets in which the Issuer operates, may adversely affect the Issuer's activities, financial position and results of operations.

Significant deteriorations in market and economic conditions resulting from, in particular, crises affecting capital or credit markets, liquidity constraints, regional or global recessions, sharp fluctuations in currency exchange rates or interest rates, inflation or deflation, rating downgrades, restructuring or defaults of sovereign or private debt, or adverse geopolitical events (including acts of terrorism and military conflicts) could affect the origination of guaranteed home loans (GHL).

In France, the good growth performance during the 2016-2019 period and low interest rates have fostered an upturn in the housing market. A reversal of activity in this area could have a material adverse effect on the origination of GHL by decreasing demand for loans and resulting in higher rates of non-performing loans. As such, during an economic slowdown or as part of a contraction policy, the real estate market may be strongly impacted so that the origination of guaranteed home loans (GHL) could be reduced. The risk linked to this economic context concerns the portfolio of assets transferred to the Issuer as collateral security.

Very likely a decline in new GHL origination linked to this situation constitutes a risk for the Issuer which must meet its regulatory requirements, in particular through the quarterly ratios required by the ACPR showing, among other things, that there is no gap between the assets given as collateral and its liabilities.

No incident linked to this situation has been reported for the Issuer.

2.2 Regulatory environments and legal risks

The Issuer, as a specialized credit institution subject to Articles L. 513-1 et seq. of the French Monetary and Financial Code, is subject to financial services law, regulations, administrative actions and policies in each jurisdiction in which it carries on business and supervised by the ACPR.

In particular, the Issuer is subject to the new Covered Bond Directive. The implementation of this European legal and regulatory framework and their application to the Issuer and Société Générale, as the case may be, or the taking of any action thereunder remains under consideration and analysis (see section entitled "Summary of the legislation and regulations relating to sociétés de financement de l'habitat").

Changes in supervision and regulation, in particular in France, could significantly affect the Issuer's business, the products and services offered or the value of its assets. Evolutions in this regulatory framework could have a negative effect on the financial and economic environment in which the Issuer operates, and on its financial position.

In addition, failure to comply with the regulations could eventually result in financial penalties and sanctions, damage to the reputation of the Issuer and may go as far as the withdrawing of its license.

The occurrence of any such events may negatively affect the Issuer's ability to make payments under the Notes. Nevertheless, although future changes in regulation, tax or other policies can be unpredictable and are beyond the control of the Issuer, this risk remains low as the Issuer works closely with its regulators and continually monitors its environment.

1.1.2 In section "RISK FACTORS" on pages 18 to 21, the risk factors under sub-category "Credit risks" are deleted and replaced as follows:

"

3. Credit and counterparty risks

Credit and counterparty risks relate to the risk of losses resulting from the inability of the Issuer's customers or its counterparties to meet their financial commitments. These risks could have a negative impact on the ability of the Issuer to repay its obligations under the Notes. It should be noted that the Issuer has chosen to restrict its home loan refinancing activity to only loans guaranteed by Crédit Logement, in accordance with Article L. 513-29 of the French Monetary and Financial Code.

3.1

Credit risks

The Issuer is the only entity which has obligations to pay principal and interest in respect of the Notes. The Notes will not be obligations or responsibilities of any other entity, including (but not limited to) Société Générale (in any capacity but in particular in its capacity as Borrower, Collateral Provider, Arranger, Calculation Agent, Dealer, Fiscal Agent, Paying Agent and Principal Paying Agent) or any company within the Société Générale group, or the shareholders or directors or agents of any company in the same group of companies as any of them. As of 31 December 2021, the outstanding amount of OFH issued by the Issuer is €41.39 billion (without interest).

The ability of the Issuer to make payments under the Notes depends on the creditworthiness of its debtors and globally on the credit quality of its assets which consist (i) initially in the loans made available to the Borrower (Société Générale) under the Facility Agreement, and therefore the financial soundness and conduct of the Borrower could adversely affect Société Générale SFH's results of operations and financial position and (ii) following the occurrence of an event of default of the Borrower under the Facitity Agreement, in the home loans transferred (remis en pleine propriété à titre de garantie) as Collateral Security under the Collateral Security Agreement."

3.1.1 Credit risks on Société Générale

The Issuer is directly exposed on Société Générale as sole Borrower under the loans granted under the Facility Agreement. However, this credit risk is covered by to the transfer of full title by way of assignment (remise en pleine propriété à titre de garantie) of a portfolio of assets that meet regulatory eligibility criteria and the requirement for Société Générale to maintain at any time a minimum level of cover ratio between the home loans transferred as Collateral Security and the outstanding amount of the loans made available under the Facility Agreement, as specified under the Collateral Security Agreement (see section entitled "Relationship between Société Générale SFH and Société Générale"). It is worth noting that the Issuer shall maintain at any time a minimum legal cover ratio of 105% and the cover ratio of the Issuer as of 31 December 2021 certified by the specific controller was 111.47%.

Failure to maintain compliance with such requirements may result in, if not remedied, a mandatory repayment event under the Facility Agreement and, if Société Générale cannot repay in full the loans granted under the Facility Agreement and the home loans transferred as Collateral Security are not sufficient to pay in full the amounts payable under the Notes, the Issuer may have insufficient funds to meet its obligations under the Notes. As a result, Noteholders could lose all or a substantial part of their investment in the Notes.

3.1.2 Credit risks on the assets of the Issuer

Home loans debtors' ability to pay under the home loans

The home loans debtors are individuals having borrowed under the home loans in order to finance the acquisition of a real estate property. If following enforcement of the Collateral Security, the Issuer does not receive the full amount due from the home loan debtors in respect of such home loans, this may affect the ability of the Issuer to make payments under the Notes. As of 31 December 2021, home loans transferred (remis en pleine propriété à titre de garantie) as Collateral Security totalled €47.19 billion. The main geographical exposure zones of the home loans transferred (remis en pleine propriété à titre de garantie) as Collateral Security are Ile-de-France, Auvergne-Rhône-Alpes, Provence-Alpes-Côte-d'Azur and Hauts-de-France.

None of the Borrower under the Facility Agreement, the Issuer or any other party does guarantee or warrant full and timely payment by the home loan debtors of any sums payable under such home loans. Furthermore, home loan debtors may benefit from the favourable legal and statutory provisions of the French Code de la consommation, pursuant to which any individual may, under certain circumstances, and subject to certain conditions, request and obtain from the competent court a grace period, a reduction of the amount of all and any of its indebtedness and any interest relating thereto and, as the case may be, a full or partial extinguishment of its indebtedness against a credit institution (établissement de crédit).

The ability of the home loan debtors to make timely payment of amounts due under such home loans will mainly depend on their assets and its liabilities as well as their ability to generate sufficient income to make payments under the relevant home loans. Their ability to generate income may be adversely affected by many factors, some of which (i) relate specifically to the home loan debtor itself (including but not limited to their age and health, employment situation, family situation, creditworthiness or expropriation) or (ii) are more general in nature (such as changes in governmental regulations, tax policy, etc.).

As a result, the Issuer's ability to meet its obligations under the Notes may be materially adversely affected.