Societé Generale

Description of the share buyback programme subject to the authorization of the Combined General Meeting dated 22 May 2024

DESCRIPTION OF THE SHARE BUYBACK PROGRAMME 
SUBJECT TO THE AUTHORISATION OF THE COMBINED GENERAL MEETING DATED 22 MAY 2024

Regulated Information

Paris, 17 May 2024

This description is drawn up in accordance with the provisions of Article 241-2-I of the General Regulation of the French Financial Markets Authority (“Autorité des marches financiers”).

1. Date of the General Meeting called to authorise the share buyback programme

The authorisation for the Company to buy its own shares will be proposed to the Combined General Meeting dated 22 May 2024 (22^nd resolution).

2. Breakdown by objectives of the shares held

As at 16 May 2024, at midnight (Paris time), Societe Generale held 3,823,838 of its own shares, representing 0.48% of its share capital. The allocation of the shares is as follows:

Cancellation	0
Allocation to employees and corporate officers	3,818,347
Exercise of rights attached to securities	0
External growth	491
Liquidity agreement	5,000

3. Purposes of the share buyback programme

Societe Generale proposes that the Combined General Meeting dated 22 May 2024 renews its authorisation to buy its own shares so it can:

• grant, cover and honour any free shares allocation plan, employee savings plan and any form of allocation for the benefit of employees and company officers of the Company or affiliated companies under the conditions defined by the applicable legal and regulatory provisions;
  
  
• cancel them, in accordance with the terms of the authorisation of the Combined General Meeting dated 22 May 2024 in its 30^th resolution;
  
  
• deliver shares upon the exercise of rights attached to securities giving access to the Company’s share capital;
  
  
• hold and subsequently deliver shares as payment or exchange as part of Group’s external growth transactions such as merger, spin-off or asset contribution transactions;
  
  
• allow an investment services provider to trade in the Company’s shares as part of a liquidity agreement compliant with the regulations of the French Financial Markets Authority (“Autorité des Marchés Financiers”).
  
  

4. Maximum amount allocated to the share buyback programme, maximum number and characteristics of shares, maximum purchase price

The resolution proposed to the General Meeting provides that Societe Generale may purchase its ordinary shares up to 10% of the total number of shares representing the share capital at the completion date of these purchases, reminded that, in accordance with the law, the number of shares held by Societe Generale may not exceed, at any time, 10% of the share capital.