Societe Generale : Statutory Auditors’ supplementary report on the 2024 capital increase reserved for eligible current employees and retired former employees of entities participating in Societe Generale group Company or Group Savings Plans

This is a translation into English of the statutory auditors' report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

SOCIETE GENERALE

Société anonyme

29, boulevard Haussmann

75009 Paris

________________________________

Statutory auditors' supplementary report on the issue of ordinary shares or securities reserved for members of a Société Générale group company or group savings plan

Board of directors of May 22, 2024

________________________________

ERNST & YOUNG et Autres	DELOITTE & ASSOCIÉS
Tour First	6, place de la Pyramide
TSA 14444
92037 Paris-La Défense cedex	92908 Paris-La Défense cedex
S.A.S. à capital variable	S.A.S. au capital de 2 188 160 €
438 476 913 R.C.S. Nanterre	572 028 041 R.C.S. Nanterre
Statutory Auditor	Statutory Auditor
Member of the Regional Company of Versailles and the	Member of the Regional Company of Versailles and the
Center	Center

SOCIETE GENERALE

Société anonyme

29, boulevard Haussmann

75009 Paris

Statutory auditors' supplementary report on the issue of ordinary shares or securities reserved for members of a Société Générale group company or group savings plan

Board of directors of May 22, 2024

_______________________________

To the Shareholders,,

In our capacity as statutory auditors of your Company and in compliance with article R. 225-116 of the French Commercial Code (Code de commerce) and further to our special report dated March 31, 2023 we hereby report on the issue of shares with cancellation of preferential subscription rights reserved for members of a company savings plan or group of your company and its related companies under the conditions of Articles L. 225-180 of the French Commercial Code (Code de Commerce) and L. 3344-1 and L. 3344-2 of the Labor Code (Code du Travail), authorized by your shareholders on the combined general meeting of May 23, 2023.

This transaction had been submitted for your approval pursuant to the provisions of Articles L. 225-129-6 of the Commercial Code (Code de commerce) and L. 3332-18 and seq. of the Labor Code (Code du Travail).

2 l Société Générale l Statutory auditors' supplementary report on the issue of ordinary shares or securities reserved for members of a Société Générale group company or group savings plan l Year ended December 31, 2023

The shareholders had delegated to your Board of Directors the authority to decide on such an operation within a period of twenty-six months and a maximum amount of € 15 154 000. Exercising this authorization, your Board of Directors decided on February 7, 2024:

• the terms and conditions of this share issue, concerning a maximum of 12,123,200 ordinary shares with a value of €1.25 per share, to be subscribed in cash with cancellation of the preferential right, subscription reserved for eligible current employees and retired former employees of entities participating in the Société Générale company savings plan, the Société Générale group savings plan, and the Société Générale international group savings plan. The maximum nominal amount of the capital increase that may result from this issue is € 15 154 000,
• to sub-delegate to the chief executive officer the powers required to set the subscription period and price.

In a decision dated May 21, 2024, the chief executive officer, acting on sub-delegation from the board of directors, decided to issue 12,123,200 ordinary shares with a par value of €1.25 each, and set the subscription price per share at €20.64.

At its meeting of May 22, 2024, the Board of Directors duly noted the use made by the Chief Executive Officer of the sub-delegation.

It is the responsibility of the Board of Directors to prepare an additional report, in accordance with articles R. 225-115, seq. and R.22-10-31 of the French Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on other information relating to the share issue provided in the report.

We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying:

• the fairness of the financial information taken from the annual and consolidated accounts approved by the Board of Directors. We performed an audit of these accounts in accordance with professional standards applicable in France,
• the compliance with the terms of the operation as authorized by the shareholders,
• the information provided in the Board of Director's supplementary report on the choice of constituent elements used to determine the issue price and on its final amount.

We have no matters to report as to:

• the fairness of the financial information taken from the accounts and included in the Board of
  Directors' supplementary report,
• the compliance with the terms of the operation as authorized by the shareholders on May 23, 2023, and the information provided to them,
• the choice of constituent elements used to determine the issue price and its final amount,

3 l Société Générale l Statutory auditors' supplementary report on the issue of ordinary shares or securities reserved for members of a Société Générale group company or group savings plan l Year ended December 31, 2023

• the presentation of the effect of the issuance on the financial position of the share and capital security holders as expressed in relation to shareholders' equity and on the market value of the share,
• the proposed cancellation of the preferential subscription rights, upon which you have voted.

Paris-La Défense, May 22, 2024

The Statutory Auditors

ERNST & YOUNG et Autres

DELOITTE & ASSOCIÉS

Micha MISSAKIAN

Vincent ROTY

Maud MONIN

Jean-Marc MICKELER

4 l Société Générale l Statutory auditors' supplementary report on the issue of ordinary shares or securities reserved for members of a Société Générale group company or group savings plan l Year ended December 31, 2023