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SOCIÉTÉ GÉNÉRALE

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Societe Generale : Second amendment to the Universal Registration Document filed on 4 August 2022 under number D-22-0080-A02

08/04/2022 | 11:48am EDT

A French corporation with share capital of 1,062,354,722.50 euros Registered office: 29 boulevard Haussmann - 75009 PARIS

552 120 222 R.C.S. PARIS

---------------

SECOND AMENDMENT

TO UNIVERSAL REGISTRATION DOCUMENT

---------------

2022

Universal registration document filed with AMF on 9 March 2022 under N° D.22-0080.

First amendment to the Universal Registration Document filed with AMF on 6 May 2022 under N° D-22-0080-A01.

This second amendment to the Universal Registration Document has been filed on 4 August 2022 with the AMF, as competent authority

under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This document is a translation into English of the Annual Financial Report/Universal Registration Document of the Company issued in French and its available on the website of the Issuer.

1

SUMMARY

1. KEY FIGURES AND PROFILE OF SOCIETE GENERALE .....................................................................................

3

2. GROUP MANAGEMENT REPORT .................................................................................................................

5

3. CORPORATE GOVERNANCE......................................................................................................................

38

4. RISKS AND CAPITAL ADEQUACY................................................................................................................

41

5. FINANCIAL INFORMATION .......................................................................................................................

68

6. SHARE, SHARE CAPITAL AND LEGAL INFORMATION...................................................................................

166

7. PERSON RESPONSIBLE FOR THE SECOND AMENDMENT TO THE UNIVERSAL REGISTRATION DOCUMENT.........

197

8. CROSS-REFERENCE TABLES...................................................................................................................

199

2

1. KEY FIGURES AND PROFILE OF SOCIETE GENERALE

1.1 Profile of Societe Generale

Update of the page 9 of the 2022 Universal Registration Document

The sentence « Societe Generale employs over 131,000 members of staff in 66 countries and supports on a daily basis 26 million individual clients, businesses and institutional investors around the world» is updated on 30 June 2022 as following : « Societe Generale employs over 117,000 members of staff in 66 countries and supports on a daily basis 25 million individual clients, businesses and institutional investors around the world. »

1.2 Recent developments and outlook

Update of the pages 14 and 15 of the 2022 Universal Registration Document

Uncertainties caused by the war in Ukraine and supply side shocks are still present, notably regarding food and energy. The disruptions in energy supply should remain transitory.

Restrictions in China related to the Covid-19 pandemic should be gradually eased during the third trimester of the year. Globally, the risks induced by the pandemic should remain persistent and will require significant investments in vaccines and prevention efforts.

However, those investments will probably not be enough in emerging countries. The pandemic should remain a significant source of risk for the global economic outlook.

Across the major advanced economies, activity is slowing with fading reopening momentum, loss of household purchasing power and less policy accommodation. A recession is unlikely in 2022 due to built-up savings in households accounts and firm labour markets in the major advanced economies. This, combined with high levels of inflation, will see central banks tighten further over the coming quarters. A technical US recession is expected in late 2023.

Economic slowdown, tighter lending conditions and high levels of debt should prevent the Fed, the BoE and the ECB to return to "neutral" interest rates. Some easing regarding fiscal policy is expected in Europe and China while a tightening is expected in the US.

Geopolitical fractures are set to weigh structurally on global trade and capital flows.

With regards to the regulatory landscape, the first quarter of 2022 was marked by reactionary measures to the situation in Ukraine, which resulted in several waves of extraordinary sanctions and numerous support measures for refugees and companies impacted by the war.

On 23 March 2022, the European Commission adopted a temporary crisis framework enabling Member States to use the flexibility foreseen under State aid rules to support their national economy and grant targeted support measures. In France, the existing support toolbox developed during the COVID-19 crisis was extended to help companies face the economic consequences of the conflict. A new form of State guarantee "Prêts Garantis par l'Etat Résilience" was launched, and "Prêts Participatifs Relance" will likely be maintained.

During the Covid-19 crisis, the European Commission, the European Central Bank (ECB) in its capacity as prudential supervisor, the European Banking Authority (EBA) and the High Council for Financial Stability (HCFS) used the flexibility of prudential regulations to act on the liquidity and solvency of banks. However, these regulatory adjustments progressively come to an end:

  • the flexibility measure taken by the ECB to allow banks to have a Liquidity Coverage Ratio (LCR) below the regulatory threshold of 100% ended on 31 December 2021,
  • given the strong credit dynamics, the HCFS has decided on 7 April 2022 to engage towards the normalization of the counter-cyclical capital buffer and raise its rate for France from 0% to 0.5% starting from 7 April 2023.

Beyond the prevailing conjunctural economic conditions, several structural regulatory projects aim to strengthen the prudential framework, support environmental and digital transitions, protect consumers, and develop European capital markets.

The year 2021 put the spotlight back on finalising the implementation of the Basel III prudential agreements in the EU. In October 2021, the European Commission published its new banking rules - the proposed CRR3 regulation and the CRD6

3

directive - which will enter into force on 1 January 2025. The timetable for rolling out the reforms in the main non-EU jurisdictions remains uncertain and is not expected to coincide with the Basel timetable of 1 January 2023.

In accordance with the European Green Deal and the sustainable finance strategy of the European Commission, the environmental and sustainable European legislative agenda has accelerated in 2021 with the aim to rapidly mobilize capital flows to achieve carbon neutrality and ensure the resilience of the financial system. Work on the EU taxonomy for sustainable activities are now finalized on climate and should lead to the first complete reporting of financial institutions in 2024. Besides, the global framework of sustainability reportings (not limited to climate) is getting designed, with the aim of a first publication in 2025. The EU being a pioneer on ESG topics, the issue of harmonising European standards with those introduced in other jurisdictions will be a key consideration in 2022, in order to avoid any distortion of competition and prevent duplicating reportings to answer divergent standards, while guaranteeing that the necessary data is available, including from non-European counterparts.

Banks are expected to better integrate their climate and sustainability exposure when managing risks and be more transparent about disclosing ESG risks in their prudential publications. The ECB's climate stress tests are currently ongoing and ESG risks are now part of the prudential review. Besides, from 2023, credit institutions will have to publish detailed information on their exposure to physical and transition risks. The lack of data, in the absence of a proper sequencing with the application timeline of corporate standards, will remain an important obstacle to the comparability between banks. Finally, debate is intensifying over the prudential treatment of assets that are harmful to the climate and will be the topic of an EBA report in 2023.

Concomitantly, digital transformation will continue to be a priority, with progress on legislative projects proposed in 2021:

  • a digital finance action plan;
  • a crypto-assets regulation (MICA);
  • a Digital Operations Resilience Act (DORA) to strengthen cybersecurity and the monitoring of outsourced services;
  • initiatives centred on artificial intelligence and digital identity.

In addition, during T1 2022, the European Commission also proposed a cross-sectoral act on data (Data Act).

Beginning 2022, in-depth work on significant topics related to payments have continued, i.e., the EPI project and ECB's study of a central bank digital currency (CBDC) and of an acceleration in the spread of instant payments. These projects should be supplemented by Open Finance proposals for which the DSP2 Directive assessment will be an important step.

Consumer issues are also set to attract considerable attention in both France and Europe. Plans to revise MiFID, PRIIPS, IDD could come to an end in 2023 and the Consumer Credit Directive review is well under way at European level. Because of the impact of the economic situation on households' purchasing power, more parliamentary debates on banking fees are expected around the vote of the French State's Budget.

Last, in a post-Brexit environment, the European Commission gave new momentum to the development of the Capital Markets Union (CMU), as designed by the European action plan published in 2020. The initial will to prioritize the deepening and integration of European markets is now coupled with the reaffirmed ambition of ensuring the EU's financial autonomy, as a response to both the Covid-19 crisis and the situation in Ukraine. The European Commission's plan on the European strategic autonomy, published in January 2021, as well as the Council conclusions of April 2022 underline the weaknesses that a dependent EU can bring.

It is in this context that the following proposals have emerged:

  • the legislative proposals for the revision of MIFIR, the directive relating to alternative management (AIFM), the regulation on long-term investment funds (ELTIF), and the establishment of a European single access point for financial and non-financial information publicly disclosed by companies (ESAP);
  • the work plan around the equivalence framework for Central Counterparties in non-EU countries and the gradual relocation of compensation for euro products within the Union;
  • the publication of a consultation on the Listing Act, with the aim of ensuring the attractiveness of capital markets for EU companies and facilitating access to capital for small and medium-sized enterprises, and a consultation on withholding taxes, with the aim to simplify and harmonize complex processes which are considered to be a hindrance for transborder investments.

4

2. GROUP MANAGEMENT REPORT

2.1 Pending acquisitions and major contracts

Update of the page 56 of the 2022 Universal Registration Document

2.1.1 Press release dated 18 May 2022 - Société Générale has closed the sale of Rosbank and its Russian insurance subsidiaries

Societe Generale announces the closing of the sale of Rosbank and the Group's Russian insurance subsidiaries(1) to Interros Capital.

The impact of the sale, which reflects the evolution of foreign exchange rates since the announcement of the disposal on April 11, 2022, will be accounted for in Q2 22 and includes:

  • A residual impact of around -7 basis points on the capital ratio. On March 31, 2022, the Group's CET 1 ratio was 12.9%, i.e. around 370 basis points above the regulatory requirement;
  • A net loss on the Group's income statement of around 3.2 billion euros(2).

The Group thus exits Russia(3) in an effective and orderly manner, ensuring continuity for its employees and clients.

  1. The actual transfer of shares of insurance subsidiaries will occur in the coming days.
  2. Based on non-audited financial data as of April 30, 2022 and a EUR/RUB exchange rate of 68.8 to be compared to a reference rate of 85 as of 31.12.2021 and of 92 for the press release published on April 11, 2022. This loss, before tax effect, will be accounted for mainly as "net income/expense on other assets".
  3. ALD Automotive OOO, which operates in Russia and through its branches in Kazakhstan, and ALD Belarus LLC no longer concludes any new commercial transactions.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Société Générale SA published this content on 04 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2022 15:47:04 UTC.


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Last Close Price 22,88 €
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Frédéric Oudéa Chief Executive Officer & Director
Claire Dumas Group Chief Financial Officer
Lorenzo Bini Smaghi Chairman
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