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Société Générale - AGM 21 May 2019

Disclaimer: ECGS does not provide any service to the Company, except assistance on
managing their voting guidelines (provided by Proxinvest, the French partner of ECGS).

ITEMS 9 to 13: the company proposes some improvements on post-employment
benefits. We support these changes.

ITEM 15: the 2019 remuneration policy proposes 2 major changes which correspond to
criticisms ECGS made on previous years: firstly, the LTI TSR criterion will no longer
allow vesting in case of performance below the median. Secondly, the company
proposes to add a solvency ratio among the annual bonus criteria. As this new
remuneration policy is better than the previous one, we support it.

ITEM 17: We do not support the 2018 amounts granted to the CEO for several reasons.
Firstly, the qualitative portion is excessive and the company should improve its
disclosure. Moreover, LTI performance condition allows vesting in case of performance
below the median. Finally, while Société Générale paid penalties totaling approximately
$1.3 billion in relation to the Libyan matter and to the IBOR matter, impact on the CEO’s
remuneration was very small.

Societe Generale

Societe Generale is a universal banking and financial services group based in France. Co. is engaged in operations in areas such as retail banking, corporate and investment banking, financial services, insurance, private banking and asset management. Co.'s three segments are: French Retail Banking (FRB); International Retail Banking & Financial Services (IBFS); and Global Banking and Investor Solutions (GBIS). FRB offers products and services to individual, professional and business customers; IBFS comprises banking networks and consumer finance activities; and GBIS covers global activities of Corporate and Investment Banking. Co. maintains operations across 76 countries globally.


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