As filed with the Securities and Exchange Commission on April 12, 2013. Registration No. 333-13322
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
SOCIETE GENERALE
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
France
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt
|
| Introductory Article |
| Face of Receipt, top center |
Terms of Deposit:
| |
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15 and 16 |
| (iii) The collection and distribution of dividends | Articles number 12, 13 and 15 |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15 and 16 |
| (v) The sale or exercise of rights | Article number 14 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12 and 17 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 14 and18 |
| 3. Fees and Charges | Article number 7 |
Item - 2.Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of ____________, 2013 among Societe Generale, The Bank of New York Mellon, as Depositary, and all Owners and holdersfrom time to time of American Depositary Receipts issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Form of letter from The Bank of New York Mellon to Societe Generale relating to pre-release activities. -- Filed previously. |
| c. | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) and (b) above.. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
e. Certification under Rule 466.– Not applicable.
Item - 4.Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 12, 2013.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Societe Generale.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Societe Generale has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Paris, France, on April 12, 2013.
Societe Generale
By:/s/ Frédéric OUDEA
Name: Frédéric OUDEA
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on April 12, 2013.
/s/ Frédéric OUDEA | ||
| Frédéric OUDEA | Chairman and Chief Executive Office | |
/s/ Bertrand BADRE | ||
| Bertrand BADRE | Chief Financial Officer | |
/s/ Bertrand BADRE | ||
| Bertrand BADRE | Chief Accounting Officer | |
/s/ Anthony WYAND | ||
| Anthony WYAND | Director | |
/s/ Nathalie RACHOU | ||
| Nathalie RACHOU | Director | |
/s/ Robert CASTAIGNE | ||
| Robert CASTAIGNE | Director | |
| Gianemilio OSCULATI | Director | |
/s/ Elisabeth LULIN | ||
| Elisabeth LULIN | Director | |
| Ana Maria LLOPIS | Director | |
| Jean-Martin FOLZ | Director | |
/s/ Kyra HAZOU | ||
| Kyra HAZOU | Director | |
/s/ Beatrice LEPAGNOL | ||
| Beatrice LEPAGNOL | Director | |
/s/ France HOUSSAYE | ||
| France HOUSSAYE | Director | |
| Michel CICUREL | Director | |
| Yann DELABRIERE | Director | |
| Thierry MARTEL | Director | |
| Jean-Bernard LEVY | Director | |
/s/ Mark Kaplan | ||
| Mark Kaplan | Authorized Representative in the United States | |
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
| 1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2013 among Societe Generale. The Bank of New York Mellon, as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. |