The Committee is composed of 5 directors (4 of whom are independent) and chaired by Mr Anthony WYAND : Mr Robert CASTAIGNE, Mrs Elisabeth LULIN, Mr Gianemilio OSCULATI and Mrs Nathalie RACHOU

Societe Generale has had an Audit Committee since 1995. This Committee, which in 2010 was renamed the Audit, Internal
Control and Risk Committee, fulfils all the duties given to an Audit Committee by Directive 2006/43/EC. All the members are specially qualified in the financial and accounting fields, risk analysis and internal control,as they hold, or have held,positions as bankers, chief financial officers or auditors. The Audit, Internal Control and Risk Committee plays the following roles:

• ensuring monitoring of the process for drawing up financial information, particularly examining the quality and reliability of the systems in place and making suggestions for their improvement, and verifying that corrective actions have been implemented if faults are found in the process;

• analysing the draft financial statements to be submitted to the Board in order in particular to verify the clarity of the information provided and to offer an assessment of the relevance and consistency of the accounting methods used to draw up parent company and consolidated financial statements;

• ensuring that the Statutory Auditors are independent, in particular by reviewing the breakdown of the fees paid by theGroup to them as well as to the network to which they may belong and through prior approval of all assignments that do not fall within the framework of a statutory audit of accounts, but which may be the consequence of, or a supplement to, the same, all other assignments being prohibited; implementing the procedure for selecting the Statutory Auditors and submitting an opinion to the Board of Directors concerning the appointment or renewal of such as well as their remuneration;

• examining the work programme of the Statutory Auditors and more generally ensuring the supervision of account auditing by the Statutory Auditors;

• offering an assessment of the quality of internal controls, in particular the consistency of risk assessment, monitoring and management systems, and proposing additional actions where appropriate. To this end, the Committee shall in particular:

• review the Group’s internal audit programme and the annual report on internal control drawn up in accordance with banking regulations, and formulate an opinion on the organisation and operation of the internal control departments,

• review the follow-up letters sent by the French Prudential Supervisory Authority and issue an opinion on draft responses to these letters,

• examine the market risk and structural interest rate risk control procedures and be consulted about setting risk limits, formulate an opinion on the Group’s global provisioning policy, as well as on specific provisions relating to large sums,

• examine the annual risk assessment and control procedures report in accordance with French banking regulations,

• review the policy concerning risk management and the monitoring of off-balance sheet commitments, in particular in the light of memoranda drafted to this end by the Finance Division, the Risk Division and the Statutory Auditors.

The Compensation Committee is composed of 4 directors (3 of whom are independent) and chaired by Mr Jean Martin FOLZ : Mr Michel CICUREL, Mr Jean-Bernard LEVY and Mr Anthony WYAND

The Committee is chaired by Mr. Folz, an independent director. The Committee:

• proposes to the Board, in accordance with the guidelines given by the AFEP-MEDEF Corporate Governance Code and with professional standards, the policy governing the remuneration of the Chief Executive Officers and Directors, and particularly the determination criteria, structure and amount of this remuneration, including compensation and benefits in kind, such as personal protection insurance or pension benefits, as well as any remuneration received fromGroup companies, and ensures that the policy is properly applied;

• prepares the annual performance appraisal of the Chief Executive Officers;

• submits a proposal to the Board of Directors for the performance share and stock options policy and formulatesan opinion on the list of beneficiaries;

• prepares the decisions of the Board relating to the employee savings plan;

• examines each year and gives its opinion to the Board on the proposals of the General Management concerning the remuneration policy applicable within the Group and verifies with the General Management that the policy has been implemented;

• conducts an annual review of the remuneration policy of employees referred to by regulation No. 97-02 on the internal control of credit institutions, particularly employees whose activities have a significant impact on the Group's risk profile; it checks that the report made to it by the General Management complies with regulation No. 97-02 and is consistent with the applicable professional standards. It also ensures that the General Management and Risk Management and Compliance do in fact cooperate in the definition and application of this policy, as required by professional standards, and that due consideration is given to the opinions of Risk Management and Compliance. It receives all the information necessary for it to complete its mission and particularly the annual report sent to the French Prudential Supervisory Authority and individual breakdowns of compensation amounts above a threshold that it determines. It calls on the internal control departments or outside experts where necessary. It reports to the Board on its activities. The Committee may carry out the same assignments for Group companies monitored by the French Prudential Supervisory Authority on a consolidated or sub-consolidated basis;

• gives the Board of Directors its opinion on the section of the Registration Document dealing with these issues and produces an Annual Activity Report, submitted to the Board for its approval, which is then inserted in the Registration Document.

It is made up of at least three Directors, who may not be senior officers of the company or members of the Audit, Internal Control and Risk Committee. Moreover, the Vice-Chairman excluded, they may not be linked to the company or one of its subsidiaries by an employment contract.

Composed of the members of the Compensation Committee and Chaired by Mr Jean-Martin FOLZ

This Committee is assigned the task of submitting proposals to the Board for the appointment of Directors and of successors to the Chief Executive Officers and Directors, especially where a position becomes vacant unexpectedly, after carrying out any necessary inquiries.

It provides the Board with proposals for appointments to the Board’s Committees.

The Committee carries out preparatory work for examination by the Board of Directors on corporate governance issues. It is responsible for the evaluation of the Board of Directors’ performance, which is carried out at least once every three years.

It submits a proposal to the Board of Directors for the presentation of the Board of Directors to be included in the Annual Report and notably the list of independent directors.

It gives the Board of Directors its opinion on the section of the Registration Document dealing with these issues and produces an Annual Activity Report, submitted to the Board for its approval, which is then inserted in the Registration Document.

The Nomination and Corporate Governance Committee is informed prior to the appointment of any member of the Group’s Executive Committee and any Corporate Division heads who do not sit on this Committee. It is informed of the list of replacements for these senior managers.