Societe Generale: launch of ALD rights issue

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SOCIETE GENERALE: LAUNCH OF ALD RIGHTS ISSUE



Press release

Paris, November 29^th 2022

Launch of ALD c.€1.2 billion capital increase with shareholders’ preferential subscription rights in connection with the contemplated acquisition of LeasePlan

ALD, a subsidiary of Societe Generale, announced today the launch of a capital increase with preferential subscription rights for shareholders (the “Rights Issue”) for an amount of approximately €1.2 billion.

The principle of this Rights Issue was initially announced on January 6^th, 2022 in connection with the announcement of ALD’s plan to acquire LeasePlan and marks a major milestone in the creation of a leading global sustainable mobility player, benefiting from highly complementary expertise and synergies.

Societe Generale, which currently holds 79.8% of ALD’s share capital, is committed to remaining a long-term majority shareholder of ALD with a targeted ownership corresponding to c. 53% of the new group’s share capital upon closing of the LeasePlan acquisition¹. In this regard, Societe Generale will participate in the Rights Issue for a total subscription amount of approximately €803 million. Moreover, Societe Generale has undertaken to fully underwrite the capital increase and has also committed not to sell its shares for a period ending 40 months after the completion of the LeasePlan acquisition and to a lock-up starting on the date of signing of the placement agency agreement relating to the Rights Issue and ending 180 calendar days following the settlement-delivery of the Rights Issue (subject to certain exceptions).

The impact of this acquisition on the Societe Generale Group's CET1 capital ratio is expected to be around 40 basis points at the closing date of the transaction. Societe Generale would benefit from a ROTE uplift between 70 and 80 basis points in 2024².

For more information on the terms and conditions of the capital increase, please consult the capital increase dedicated section on ALD’s institutional website:

(/investors/acquisition-of-leaseplan/rights-issue).

Press contact:

Jean-Baptiste Froville_ 00_

Fanny Rouby_ 12_

Societe Generale

Societe Generale is one of the leading European financial services groups. Based on a diversified and integrated banking model, the Group combines financial strength and proven expertise in innovation with a strategy of sustainable growth. Committed to the positive transformations of the world’s societies and economies, Societe Generale and its teams seek to build, day after day, together with its clients, a better and sustainable future through responsible and innovative financial solutions.



Active in the real economy for over 150 years, with a solid position in Europe and connected to the rest of the world, Societe Generale has 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 by offering a wide range of advisory services and tailored financial solutions. The Group is built on three complementary core businesses:

• French Retail Banking which encompasses the Societe Generale, Credit du Nord and Boursorama brands. Each offers a full range of financial services with omnichannel products at the cutting edge of digital innovation;

• International Retail Banking, Insurance and Financial Services, with networks in Africa, Central and Eastern Europe and specialised businesses that are leaders in their markets;
• Global Banking and Investor Solutions, which offers recognised expertise, key international locations and integrated solutions.
  
  
  
  

Societe Generale is included in the principal socially responsible investment indices: DJSI (Europe), FTSE4Good (Global and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index (World and Europe).

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Disclaimer

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

With respect to the Member States of the European Economic Area (other than France) and the United Kingdom (each a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by ALD of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This press release may not be published, distributed or transmitted in the United States of America (including its territories and dependencies). This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States of America, and may not be offered or sold in the United States of America absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. ALD does not intend to register all or any portion of the securities in the United States of America under the Securities Act or to conduct a public offering of the securities in the United States of America.

This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia, South Africa, or Japan.

1 Assuming the full exercise of the warrants granted to Leaseplan’s shareholders, c. 51% of the new group’s share capital upon closing of the LeasePlan acquisition

2 Computed based on 2024 net income group share post AT1 cost consensus estimate (Factset end 2021), including fully phased run rate synergies and excluding restructuring costs, divided by average tangible shareholders’ equity

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