France and Belgium, have enacted legislation that permits corporate entities to be charged with criminal offenses. The standard for attributing criminal conduct by corporate offi cers and employees to corporate entities is not clearly defi ned in many of these jurisdictions and government prosecutors and judges have broad discretion in this area. In recent years, complai nts against or indictments of corporate entities for alleged criminal offenses have become increasingly common and certain AXA Group companies have been the subject of penal complaints and/or indictments from time to time including in Belgium and France. While a criminal complaint against or indictment of a corporate entity may not pose material fi nancial risk, it has broad potential implications for a regulated fi nancial institution like AXA both from a reputation point of view and from a regulatory perspective because a criminal conviction can have potentially far reaching negative implications for AXA Group companies engaged in regulated businesses around the world including for their ability to obtain and/or maintain licenses to engage in certain types of regulated business activities such as asset management, insurance and banking.
In addition to litigation risks of the type described above, AXA and its subsidiaries are subject to comprehensive regulation in the various jurisdictions where they do business. In this context, AXA
or penal matters) as well as to proposed changes in law and/or regulation that may signifi cantly impact their business and results of operations. For additional information on these matters as well as other risks and contingent liabilities affecting the Group and its business, please see “Additional factors that may affect AXA’s
Some of the litigations described above have been brought on behalf of various alleged classes of claimants, and certain of the claimants in these actions seek signifi cant or unspecifi ed amounts of damages, including punitive damages. In some jurisdictions, juries have substantial discretion in awarding punitive damages.
Although the outcome of any lawsuit cannot be predicted with certainty, particularly in the early stages of an action, management believes that the ultimate resolution of the matters described above should not have a material adverse effect on the consolidated fi nancial position of AXA, taken as a whole. However, due to the nature of such lawsuits and investigations and the frequency of large damage awards in certain jurisdictions (particularly the United
Life market and holds a 2.55% market share. Completion of the transaction is subject to customary regulatory approvals and is expected to take place during the fi rst half-year of 2010.
AXA intends to maintain its US ADR program as a “level one”
Siena (BMPS) announced the extension of their bancassurance agreement in Italy to the 1,000 branches of former Banca
Antonveneta following its acquisition by BMPS for a consideration of €240 million to be paid by AXA. The AXA MPS joint-venture extended its current reach from 2,000 to 3,000 branches in total, providing access to an additional 1.6 million potential customers.
The estimated fi nancial imact for AXA of the Xynthia storm in
In compliance with the assignment entrusted to us by your Shareholders’ General Meeting, we hereby report to you, for the year ended
These consolidated fi nancial statements have been approved by the Management Board. Our role is to express an opinion on these consolidated fi nancial statements based on our audit.
An audit involves performing procedures, on a test basis or by selection, to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Group as at December 31, 2008 and of the results of its operations for the year then ended in accordance with International Financial
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements.
I Report of the Statutory Auditors on the c onsolidated fi nancial s tatements
Board (1). The Company’s principal offi ce is located at 25, avenue
Supervisory Board’s Bylaws include a number of specifi c provisions concerning members of the Supervisory Board and
Committee, the Supervisory Board approves the amount and terms of compensation for each of the members of the
Supervisory Board must own at least 100 AXA ordinary shares during his/her term of offi ce.
Neither French law nor AXA’s Charter requires members of the Management Board to be shareholders of the Company.
multiplied by two. Each Management Board member must comply with this requirement within a period of 5 years starting on the latest of (i) January 1, 2007, and (ii) the date of his/her fi rst appointment to Management Board.
For additional information concerning the respective powers of the Management and Supervisory Boards, please see Part 2 –
New equity issue reserved for employees of AXA (SharePlan 2007) 22,088,600 501,196,189 2,121,724,740 4,858,749,655
New equity issue reserved for employees of AXA (SharePlan 2009) 26,390,246 332,756,023 2,289,895,799 5,243,861,380 12/31/2009 Exercise of stock options 69,280 566,710 2,289,965,124 5,244,020,134
Increases in AXA’s share capital may be effected through the issuance of additional ordinary shares which may be issued: ■ F or cash; ■ I n satisfaction of indebtedness incurred by AXA; ■ F or assets contributed-in-kind to AXA; ■ B y capitalization of existing reserves, profi ts or premiums; ■ U pon conversion, exchange or repayment of convertible, exchangeable or other securities giving access to AXA ordinary shares; ■ U pon the exercise of warrants, stock options or other similar securities giving the right to subscribe AXA ordinary shares; or
Management Board the right to carry out any increase in share capital. The Management Board may further sub-delegate this power to the Chairman of AXA’s Management Board.
As provided in the French Commercial Code, AXA’s share capital may be reduced only with the approval of two-thirds of the shareholders attending or represented by proxy at an
Extraordinary Shareholders’ Meeting. The number of shares may be reduced in the event that AXA exchanges or repurchases its outstanding ordinary shares and then cancels them. As a general matter, reductions of capital occur pro rata among all shareholders, except (i) in the case of a share repurchase program, or a public tender offer to repurchase shares (“offre publique de rachat d’actions” (OPRA), where such a reduction occurs pro rata only among tendering shareholders; and (ii) in the case where all shareholders unanimously consent to a non pro rata reduction. AXA may not repurchase more than 10% of its outstanding share capital within 18 months from the date of the Shareholders’ Meeting authorizing a shares repurchase program. In addition, AXA may not cancel more than 10% of its share capital over any 24-month period and may not hold more than 10% of its share capital in self-held shares and/or shares owned by subsidiaries.
Treasury shares (i.e. ordinary shares held by AXA) must be fully paid up and held by AXA in registered form, except the shares bought pursuant to liquidity contract. Treasury shares are deemed outstanding under French law but are not entitled to dividends, voting rights or preferential subscription rights.
Under French law, AXA is required to allocate 5% of its net income in each fi scal year, after reduction for losses carried forward from previous years, if any, to a legal reserve fund until the amount in that fund equals 10% of the nominal amount of its share capital.
AXA’s Charter provide that AXA shares may be held in registered or bearer form. Any owner of shares of AXA may elect to have its shares held in registered form and registered in its name in an account currently held by BNP Paribas Securities Services for, and on behalf of AXA, or held in bearer form and recorded in its name in an account held by an accredited fi nancial intermediary, such as a French broker, bank or other authorized fi nancial institution. Any shareholder may, at its expense, change from one form of holding to the other. Both methods are operated through Euroclear France (which we refer to in this Annual Report as “Euroclear”), an organization that maintains share and other securities accounts of French publicly listed companies and a central depositary system through which transfers of shares and other securities in French publicly listed companies between accredited fi nancial intermediaries are recorded.
France. Normally, no registration duty is due in France, unless a transfer instrument has been executed in France.
ADSs, whose holding falls below any of these thresholds must also notify AXA. In addition and to allow holders of shares to give the notices required by law and the Charter, AXA is required to publish, each month, the number of AXA shares and the corresponding number of voting rights, if there has been any change during the course of the month.
ADSs to The Bank of New York Mellon, which will, as soon as practicable, forward the notifi cation to AXA and the AMF.
Furthermore, any shareholder who fails to comply with these notifi cation requirements may have all or part of its voting rights
(with respect to all of its AXA shares, not only those in excess of the relevant threshold) suspended for a period of no longer than fi ve years by commercial court decree at the request of the Chairman of the Management Board, any AXA shareholder or the AMF. Such shareholders may also be subject to criminal penalties under French law.
Shareholders’ Meeting. Whenever these holders are not resident in France and hold such ordinary shares and other securities through accredited fi nancial intermediaries, AXA may obtain such information from the relevant accredited fi nancial intermediaries
Banking regulations may impose similar requirements in those jurisdictions where AXA has licensed banking subsidiaries.
Each AXA share entitles its holder to one vote at all AXA General
May 26, 1977, each ordinary share fully paid and held in registered form by the same person for at least two full fi scal years entitles its holder to double voting rights with respect to such share at any Ordinary or Extraordinary Shareholders’ Meeting of AXA. The double voting right will automatically terminate for any share that has been converted into a bearer share or for which ownership has been transferred. Any transfer of shares as a result of merger, split-up, inheritance, division of community property by spouses or donation to a spouse or heir does not affect the double voting rights of such shares.
In the event of a capital increase by capitalization of existing reserves, profi ts or premiums, shares granted for free to any shareholder as a result of the holding by that shareholder of shares entitled to double voting rights will also carry double voting rights. Double voting rights may be terminated at any time upon the decision of an Extraordinary Shareholders’ Meeting, provided that such decision is confi rmed by a two-thirds majority of the holders of double voting rights voting separately.
AXA shareholders up to the amount of the liquidation balance and of the shares par value held by each shareholder. Any surplus will be divided among all shareholders, subject to rights arising, if any, from the different classes of shares, in proportion of the rights they own in the Company’s share capital.
Shareholders’ Meeting, a notice of meeting must be published in the Bulletin des annonces légales obligatoires, or “BALO”, at least 35 days prior to the meeting date (or 15 days if convened, in the event that the Company is subject to a tender offer, for purposes of approving measures the implementation of which would be likely to cause such tender offer to fail) and must indicate, in particular, the agenda and the proposed resolutions.
Company is subject to a tender offer, for purposes of approving measures the implementation of which would be likely to cause such tender offer to fail) prior to the date set for the meeting on fi rst call, and at least 6 days (or 4 days if convened, in the event that the Company is subject to a tender offer, for purposes of approving measures the implementation of which would be likely to cause such tender offer to fail) before any second call, the Company shall send a fi nal notice containing, among other things, the fi nal agenda, place, date and other information in respect of the meeting by mail to all registered shareholders who have held shares for more than one month prior to the date of this fi nal notice and publish this fi nal notice in a newspaper as well as in the BALO.
Shareholders are convened, meet, and deliberate in accordance with applicable French law and AXA’s Charter. All shareholders are entitled to attend these meetings, either in person or by proxy, provided that they show valid proof of ID and share ownership.
Code, on the third business day preceding the meeting at midnight (Paris time), either in the nominee share ownership records kept by the Company or in the bearer share records kept by a qualifi ed intermediary. The accounting registration or recording of the shares in the bearer share accounts on the books of the qualifi ed intermediary is evidenced by a certifi cate of attendance delivered by the latter.
In accordance with applicable laws and regulations, shareholders may also transmit proxy or mail voting cards in paper form and/
or, subject to approval by the Management Board published in the notice of meeting, by electronic means.
However, a number of French law provisions including certain provisions of the European Directive of April 21, 2004 (which was implemented in France in 2006) concerning takeover bids, may have certain anti-takeover effects. In the case of AXA, the relevant provisions include, among other things, the Company’s ability to repurchase its own shares regarding legal requirements and the existence of AXA shares with double voting rights.
“Shareholders’ equity, minority interests and other equity” of the consolidated fi nancial statements included in Part 4 of this
APPENDIX III STATEMENT OF THE PERSON RESPONSIBLE FOR THE ANNUAL REPORT (DOCUMENT DE RÉFÉRENCE) 434
APPENDIX X COMMISSION REGULATION OF APRIL 29, 2004 CORRESPONDENCE TABLE 546
L.225-68 of the French Commercial Code, the conditions of preparation and organization of the Supervisory Board’s work
Supervisory Board in order to determine the compensation and the advantages granted to the corporate offi cers (Part 3). Finally, the report indicates the Company’s Corporate Governance Code of reference and specifi es the provisions of that code, if any, that have not been applied by the Company and why they have not been applied (Part 4).
Code, the Chairman of the Supervisory Board is required to report annually on internal control and risk management procedures implemented by the Company.
Section 1.2 “Information on the Company – Additional factors which may affect AXA’s business” and Part 4 – “Consolidated fi nancial s tatements” – Note 30 “Litigation”.
These mechanisms and procedures principally include: (i) the Group’s corporate governance structures which are designed to ensure appropriate supervision and management of the Group’s business as well as clear allocation of roles and responsibilities at the highest level;
(ii) management structures and control mechanisms designed to ensure that the Group senior Management has a clear view of the principal risks the Group faces and the tools necessary to analyze and manage these risks; (iii) internal control over fi nancial reporting (“ICOFR”), designed to ensure the accuracy, completeness and timeliness of the Group’s consolidated fi nancial statements and the other fi nancial information that the Group reports to the markets; and
(iv) disclosure controls and procedures designed to ensure that management has the information necessary to make fully informed disclosure decisions on a timely basis and that the Company’s disclosures on material information
These mechanisms and procedures, taken together, constitute a comprehensive control environment that management believes is appropriate and well adapted to the Group’s business.
AXA SA has a dual corporate governance structure consisting of a Supervisory Board and a Management Board. This structure provides a clear separation between the powers and responsibilities of (i) day-to-day executive management of the
Group which is the responsibility of the Management Board and (ii) supervision of executive management which is the responsibility of the Supervisory Board.
A detailed description of AXA’s corporate governance structures including composition of the Supervisory Board and Management
Committees and a description of the respective roles and responsibilities of its Supervisory Board and Management Board is set forth in Section 2.1 “Directors, s enior m anagement and employees” of the Group’s 2009 Annual Report.
Supervisory Board on a regular and continuing basis to ensure that the Committee and the Supervisory Board have a clear view of material issues facing the Group.
For more information about the Audit Committee including its composition and the principal matters it handled in 2009, please see Section 2.1 “Directors, s enior m anagement and employees”
The Group Governance Standards require the boards of AXA’s principal subsidiaries to establish an Audit Committee and a Compensation Committee in addition to any other Board
Management given the Committee’s critical role in reviewing fi nancial results and other fi nancial information prepared by the
Management, fi nancial reporting and control processes, critical accounting policies, particular accounting issues, key risks and systems of internal control, fraud and similar issues.
In order to manage the various risks to which it is exposed, the
AXA Group has various management structures and control mechanisms designed to ensure that the Management has a clear and timely view of the principal risks confronting the Group and the tools necessary to analyze and manage these risks.
AXA currently has a 16-member Executive Committee which is an internal Management Committee composed of the members of AXA’s Management Board, the CEOs of the Group’s principal subsidiaries and/or business units and selected other senior executives. While the Executive Committee is an internal
Board to effectively manage the Group’s operating businesses, consider strategic initiatives and in such other areas as the
Group Management Services (1) (GMS) Departments focused principally on internal control and risk related matters
GRM develops and deploys a number of risk measurements, monitoring instruments and methods, including a set of standardized stochastic modeling tools.
Group and is supported by local Risk Management teams within each operating unit. The types of risk covered include operational risks, asset and liability risks, and asset/liability mismatch risks.
Group in order to ensure the consistency between actuarial and fi nancial standards; ■ GRM conducts a decentralized review of risk-adjusted pricing and profi tability for new products prior to launch; this review is centralized for Variable Annuity products with secondary guarantees and submitted to the Management Board; ■ T he asset/liability management policy, in place at operating unit level, is monitored and controlled through an annual detailed analysis of asset/liability matching. This work is undertaken to validate the strategic allocations of invested assets. In addition, a quarterly reporting process is used to monitor portfolio developments and detect deviations from strategic asset allocations as well as with respect to benchmarks determined with asset managers; ■ GRM reviews the existing products; ■ E conomic capital is estimated quarterly for each product line and operating unit and then aggregated at the Group level.
This is one of the main uses of the stochastic modeling tools developed and implemented by GRM. This work enables asset, liability and operational risks to be modeled together; ■ GRM proposes annually to the Management Board, with the support of AXA Cessions, the main features of the
■ S teering convergence of accounting and fi nancial reporting processes, systems and organizations for insurance activities in Europe; ■ S teering of the processes related to the application of the law
(IFRS) as adopted by the European Union (EU). As it relates to the fi nancial statements included in the Group’s 2009 Annual
EU applied by AXA and IFRS as adopted by the International
The information system is based on “Magnitude”, a consolidation tool managed and updated by a dedicated team. This system is also used to deliver management reporting information used to produce an economic perspective on the consolidated fi nancial statements. The process through which this management reporting information is produced and validated is the same as that used to prepare consolidated fi nancial information.
In all cases, the procedures are those described above, which generally work as follows: ■ A ll changes in AXA Group accounting policies are validated by PBRC experts and implemented after discussions with the
“clearance meetings” in which local and central fi nancial teams participate, as well as Statutory Auditors; ■ T he principal options for closing the consolidated accounts are presented to the Management Board and then to the Audit
The Group Legal Department is responsible for identifying and managing the signifi cant legal, regulatory and compliance risks to which the Group is exposed. It provides expertise and advice on all signifi cant corporate legal matters at the Group level and manages the legal aspects of transactions undertaken by the
The Group Legal Department is structured in fi ve Practice Groups which are organized around the substantive matters that the department manages on a continuing basis in addition to one-off projects or issues that arise from time to time. These Practice
Groups are: ■ Mergers & Acquisitions and Corporate Law; ■ Corporate Finance & Securities Law; ■ Corporate Governance & Company Law; ■ Litigation, Regulatory & Compliance; ■ Business Support & Development and US Legal Matters.
Organization, the Group General Counsel has established and chairs a Global Legal Steering Group composed of the General
The Group Audit Department fulfi lls its responsibilities as follows: ■ It oversees the quality and performance of the local internal audit teams; sets internal audit policy and standards; reviews the application of the standard related to the local a udit c ommittees; co-ordinates the audit planning of local internal audit teams to ensure adequate risk-based audit coverage; monitors the audit coverage and activity, and the key risks and issues raised by local internal audit teams; fosters the development of professional internal audit practices, processes and systems; and
The Head of the Group Audit Department reports to the Chairman of AXA’s Management Board (with a functional reporting line to
AXA’s Management Board member in charge of Finance, Strategy and Operations) and also has a direct and regular contact with the Chairman of AXA’s Audit Committee. In carrying out his/her duties, the Head of Group Audit liaises with other control and monitoring functions, including Group Risk Management, PBRC
Chief Audit Executive, who has a double reporting line to the Head of Group Audit and to the local Chief Executive Offi cer or Chief
Compliance Committee to ensure that the Group has: ■ A comprehensive view of the various risks facing the Group on a continuing basis; ■ A dedicated forum for reviewing, analyzing and prioritizing these risks; ■ D efi ned action plans to manage these risks; and
In addition to its other activities, the Committee has undertaken a comprehensive risk mapping exercise covering the whole risks to which the Group is exposed including fi nancial, solvency, insurance, operational, legal and compliance, tax, audit, human resources, and communications risks. As part of the process, priorities and action points were established for the various GMS
Group’s ICOFR (Internal Control Over Financial Reporting) to ensure the effectiveness of the Company’s ICOFR and to identify any material weakness in ICOFR. In addition, the Statutory
ICOFR is effective as of the end of each year. The program also aims to ensure that AXA’s Statutory Auditors can provide a clean opinion on AXA’s ICOFR.
December 31, 2009, the Management documented and tested more than 6,000 individual internal controls which are part of the Group’s overall control environment designed to ensure the accuracy and completeness of the Group’s consolidated fi nancial statements on a continuing basis.
AXA has selected the COSO framework (1) to evaluate its ICOFR.
On that basis, a scoping methodology has been developed in order to determine which entities, accounts and disclosures are subject to this program. Entities have been classifi ed into four levels depending on risk assessment: ■ Level 1 entities are individually signifi cant and have to cover the fi ve items mentioned above; ■ Level 2 entities provide signifi cant services to the Group and have to cover ELC and IT ELC, as well as appropriate business processes; ■ Level 3 entities are signifi cant when aggregated and have to cover ELC, IT ELC and FSCP; and
■ Level 4 entities relate to other entities and they do not have to evaluate their ICOFR. However, they are subject to the
The implementation of an adequate ICOFR and its evaluation requires that, for every item in scope, the Management documents the processes and their related key controls, tests the design and operational effectiveness of key controls, and remedies any control defi ciency identifi ed.
PricewaterhouseCoopers Audit, which concluded the Company maintained, in all material respects, effective ICOFR as of
This process is based on three pillars: (1) CFO Sign-Off Certificates required to be submitted by all local CFOs to PBRC together with submission of subsidiary fi nancial reporting/consolidation information to PBRC; (2) ICOFR Management Reports required to be submitted by the CFOs of all “in-scope” Group companies as part of the
(3) Disclosure Controls & Procedures Certificates required to be submitted by AXA Executive Committee members, regional CFOs and certain other executives (including
and formally certify (i) the accuracy and completeness of the information in the Annual Report with respect to the companies under his/her responsibility, and (ii) the effectiveness of disclosure controls and procedures and
Supervisory Board in order to determine the compensation and the advantages granted to the corporate offi cers please see
Pursuant to the provisions of a French law of July 3, 2008, the
(hereafter the “AFEP/MEDEF Code”), which is available at AXA’s registered offi ce or on its website (www.axa.com ) under the
Group’s 2009 Annual Report describing corporate governance mechanisms and containing information about executives’
In order to take into account certain specifi cities of its governance practices, AXA has decided to adapt the following provisions of the AFEP/MEDEF Code: ■ T o the extent the AFEP/MEDEF Code only refers to companies managed by Board of Directors (Conseil d’Administration), the Company had to make the necessary adjustments to refl ect its dual corporate governance structure consisting of a Management Board and a Supervisory Board. These adjustments take into account the legal separation of powers between the Management Board and the Supervisory Board, and in particular the Supervisory Board’s prohibition, under
Executive Offi cer (Directeur Général Délégué or DGD ); ■ Section 20.2.3 of AFEP/MEDEF Code relative to stock options and performance shares: (i) holding of shares subsequent to subscription options or allotment of performance shares: i n 2007, the Company decided to implement strict rules pertaining to shareholding requirements for members of AXA’s Management Board.
Each member of the Management Board is required to meet with this minimum shareholding requirement within a period of 5 years from (i) January 1, 2007 or (ii) the date of his/her fi rst appointment to the Management Board. Considering the already high level of this shareholding requirements imposed upon members of the Management Board, the Supervisory
L.225-100-3 of the French Commercial Code is made public in the Report of AXA’s Management Board which is included in
In our capacity as Statutory Auditors of AXA, and in accordance with Article L.225-235 of the French Commercial Code, we hereby report to you on the report prepared by the Chairman of the Supervisory Board of your Company in accordance with Article L.225-68 of the French Commercial Code for the year ended December 31, 2009.
March 26, 2010. AXA plans to fi le its Form 15 to deregister with the SEC on March 26, 2010 and its deregistration with the SEC
is expected to become effective within 90 days thereafter. While management does not currently expect to fi le a Form 20-F Annual
As of December 31, 2009 (the “Evaluation Date”), the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive Offi cer and
(b) Management’s Annual Report on I nternal C ontrol O ver F inancial R eporting
Based on this evaluation, management concluded that AXA’s internal control over fi nancial reporting was effective as of
AXA’s internal control over fi nancial reporting as of December 31, 2009, was audited by PricewaterhouseCoopers Audit, an independent registered public accounting fi rm, as stated in their report on the following page of this Annual Report.
PricewaterhouseCoopers Audit, an independent registered public accounting fi rm, as stated in their report on the following page of this Annual Report.
There have been no signifi cant changes in the Company’s internal controls over fi nancial reporting that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over fi nancial reporting.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States), (the
“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over fi nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over fi nancial reporting, assessing the risk whether a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over fi nancial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the fi nancial statements.
In our opinion, AXA maintained, in all material respects, effective internal control over fi nancial reporting as of December 31, 2009, based on the COSO criteria.
Pursuant to Article 222-7 of the AMF General Regulation (réglement général de l’Autorité des marchés financiers), the table below sets forth all information published or otherwise made public by the Company over of the previous twelve months in one or more States that are party to the Agreement on the European Economic Area (EEA) or in one or more third countries outside the EEA in order to fulfi ll the legal or regulatory obligations in those countries with respect to fi nancial securities, issuers of fi nancial securities and markets in fi nancial securities.
Jean-Laurent Granier appointed CEO of the Mediterranean-Latin America Region and joins AXA’s Executive Committee (07/17/2009)
AXA announced today a joint offer with AMP whereby AXA would acquire 100% of AXA APH’s Asian businesses while AMP would acquire 100% of AXA APH’s Australia & New Zealand businesses (11/08/2009)
AXA announced today the launch of a €2 billion rights issue to fi nance acquisition opportunities (11/09/2009)
€2 billion rights issue - Opening of the offering to the public in Italy and the Netherlands (11/12/2009)
Claude Brunet resigns his mandate as an AXA Management Board member (11/17/2009)
Information to AXA shareholders with respect to the joint proposal by AXA and AMP to AXA APH (11/19/2009)
AXA and AMP announce they have submitted their best and fi nal joint proposal to AXA Asia Pacifi c Holdings’ c ommittee of i ndependent d irectors (12/13/2009)
Acquisition of the Denial of Saint Peter by Louis or Antoine Le Nain thanks to the AXA Group’s patronage (01/14/2010)
Notice of Meeting (Shareholders’ Meeting of holders of subordinated convertible notes in AXA shares issued on February 17, 2000 at the rate 3.75% term 2017) (05/11/2009)
Postponement of Shareholders’ Meeting of holders of subordinated convertible notes in AXA shares issued on February 17, 2000 at the rate 3.75% term 2017 (05/25/2009)
2008 a nnual and c onsolidated fi nancial s tatements after Shareholders’ Meeting (06/08/2009)
Notice to the holders of subscription options (suspension of the subscription rights) (11/11/2009)
Notice of Meeting (Shareholders’ Meeting to be held on 04/29/2010) (02/19/2010)
Extract of the minutes of the Management Board of 07/31/2009 regarding the increase of the share capital
Extract of the minutes of the Management Board of 11/06/2009 regarding the increase of the share capital
Extract of the minutes of the Management Board of 11/16/2009 regarding the resignation of a member of the Management Board
Decision of Denis Duverne, member of the Management Board of 12/04/2009 regarding the increase of share capital
Decision of the Chairman of the Management Board of 01/18/2010 regarding the increase of share capital
Extract of the minutes of the Management Board of 02/01/2010 regarding the reduction of the share capital
Headquarters of the Company 25, avenue Matignon 75008 Paris — France
The Annual Reports of the Management Board on the allocations of stock options and free allotments of shares
until the fi ling of AXA’s next Annual Report (Document de Référence): ■ T he Charter of the Company; ■ T he reports and other documents prepared by any expert at the Company’s request, any part of which is included or referred to in this Annual Report; ■ T he parent C ompany fi nancial statements as well as the consolidated fi nancial statements of the Company for each of the two fi nancial years preceding the publication of this Annual Report.
Information published over the previous 12 months Where the information can be obtained 12/28/2009 Henri de Castries 03/10 /2010 Dominique Reiniche 03/10 /2010 Ezra Suleiman
Form 6-K: Free translation of AXA’s French Document de Référence for the year ended December 31, 2008 fi led with the AMF (the French Stock Exchange regulatory authority) on March 27, 2009
Form 6-K for October 2009: Press Release issued on October 29, 2009 by AXA, announcing the fi rst nine months 2009 activity indicators
Form 25 (March 16, 2010): Notifi cation of the removal from listing and registration of matured, redeemed or retired securities.
APPENDICES A APPENDIX III STATEMENT OF THE PERSON RESPONSIBLE FOR THE ANNUAL REPORT (DOCUMENT DE RÉFÉRENCE)
I, the undersigned, having taken all reasonable care to ensure that such is the case, hereby certify that the information contained in this
FINANCIAL AUTHORIZATIONS TO ISSUE SHARES OR OTHER TYPES OF SECURITIES AS OF DECEMBER 31, 2009
AXA’s authorizations to issue shares or other types of securities that were valid as of December 31, 2009 are summarized in the tables below: Issues with preferential subscription rights for shareholders
Ordinary shares or securities giving access to the capital, reserved for employees – 150 million (g) 18 months October 30, 2010
Restricted shares (actions gratuites)/ AXA Miles Ambition 2012 Plan (h) – 0.7% (j) 38 months July 14, 2010
(j) At the date on which restricted shares are granted by the Management Board.
(k) At the date on which options are granted by the Management Board.
The following authorizations to issue shares or securities granting a claim to shares of the Company require the shareholders’ consent.
They will be submitted to the General Shareholders’ Meeting for approval on April 29, 2010: Issues without preferential subscription rights for shareholders
USE IN 2009 OF THE VARIOUS FINANCIAL AUTHORIZATIONS PERTAINING TO CAPITAL INCREASES
In 2009, by virtue of the authorization granted by the General
R.228-91 of the French Commercial Code and, where applicable, to the stipulations of regulations and contracts pertaining to stock subscription/purchase options, the terms and conditions of 2017 convertible bonds, the regulations governing Shareplan investment leverage plans, stock warrants, “Performance
December 4, 2009 to adjust the parameters of these instruments in connection with this capital increase, with preferential subscription rights maintained.
In 2009, by virtue of the authorization granted by the shareholders at the General Shareholders’ Meeting of April 22, 2008
This profi t benefi ted from an exceptional €1,946 million gain resulting from the equity option strategy implemented by the
in 2009, as opposed to an exceptional €243 million dividend in 2008 arising from the sale of its portfolio to Paris RE.
Dividends received from insurance companies outside Europe totaled €131 million compared to €199 million in 2008. The main dividend contributions came from AXA Asia Pacifi c Holdings
Net financial expenses, including interest expenses net of interest income from loans and investments, totaled €855 million, compared to €826 million in 2008, representing an increase of €29 million.
The corporate income tax charge totaled €154 million as opposed to a benefi t of €835 million in 2008, which mainly represented tax due by companies included in the French tax consolidation group. The 2009 tax charge consisted mainly of a €513 million allowance for provisions for tax payments related to the defi cits of members of the tax consolidation group in France, minus €414 million of tax receivable from member entities.
FINAXA as part of the 2005 merger and valued at €307 million based on brand royalties billed to Group subsidiaries and to the
Investments in subsidiaries net of valuation allowances, totaled €56,376 million, versus €51,568 million at year-end 2008, representing an increase of €4,808 million: ■ Finance Solutions, an intra-group fi nancing and cash management company, received a capital injection of €2,700 million; ■ T he Australian entity AXA Asia Pacifi c Holdings received a capital injection of €198 million and also paid a €86 million dividend in shares; ■ AXA France Assurance paid a dividend of €900 million in shares; ■ AXA Life Europe, a company created to write unit-linked life insurance contracts with guaranteed minimum benefi ts via branches in several European countries, received a capital injection of €269 million; ■ AXA SA injected €202 million of capital into AXA Mediterranean
Receivables from subsidiaries amounted to €2,282 million, versus €4,622 million at year-end 2008, representing a decrease of €2,340 million mainly resulting from loan repayments by AXA
Financial, AXA America Holding and AXA UK for a total amount of €2,647 million. The funding of these entities is now done through
Tax receivables fell by €601 million due to the French Treasury’s repayment in 2009 of excess corporate income tax paid with respect to 2008.
Miscellaneous receivables totaled €169 million, including the remaining €20 million of tax receivable from entities part of the
Cash and cash equivalents amounted to €2,735 million, including €2,434 million of proceeds from capital increases carried out in late 2009. This cash balance was €1,391 million lower than at year-end 2008, due to an improvement in liquidity and market conditions.
Shareholders’ equity, before 2009 net income and after the payment of dividends relating to the prior year, totaled €28,967 million. This represented an increase of €2,446 million, mainly due to the €2,041 million capital increase closed in
December 31, 2008: ■ B onds amounted to €6,243 million, up €920 million as a result of existing debts being replaced by bonds issued to the same subsidiaries, in order to increase the liquidity of the resulting assets for holders; ■ B orrowings and miscellaneous debts fell by €637 million.
In 2008, these items consisted of margin calls paid to bank counterparties relating to collateral agreements linked to derivative instruments’ management. The change in margin calls was mainly related to option-based hedges on equity markets, which were initiated in 2008 and unwound in 2009.
In 2009, margin calls paid by the Company were included under fi nancial assets; ■ B orrowings from and payables to banks totaled €3,918 million, representing a fall of €3,730 million due to a €4,097 million decrease in outstanding commercial paper; ■ P ayables to subsidiaries amounted to €3,534 million. This represents a €833 million decrease, since these debts have been mainly replaced by internal bond issues mentioned above.
Other payables amounted to €157 million, down €51 million due to a fall in interest accrued on interest-rate swaps.
Unrealized foreign exchange gains amounted to €1,466 million at year-end 2009, down from €1,612 million at December 31, 2008. This item refl ects the positive effects derived from the revaluation of foreign currency denominated loans and liabilities at the balance sheet closing exchange rate. The decline in this item resulted mainly from the adverse impact on payables caused by the rally of the British pound against the Euro.
Company are disclosed in Part II - Section 2.2. “Full disclosure on executive compensation and share ownership”
Invoices to be paid at December, 31 2009 amounted to €3 million of which €2. 4 million should be paid within 30 days (Article
Allowances for depreciation of buildings and deferred charges (10) (12) (12)
Profi t on ordinary activities before tax (VI= III+IV+V) 1,556 1,549 1,407
a) After tax income, before depreciation, amortization and releases 0.65 0.75 1.08 0.90 1.25 b) After tax income, after depreciation, amortization and releases 0.61 0.68 0.86 (0.60) 1.73
(b) Dividend of €0.55 per share proposed to the Shareholders‘ Meeting of April 29, 2010, based on 2,289,965,079 outstanding ordinary shares on February 1, 2010 earning dividends as of 1 January 2009.
AXA GENERAL INSURANCE HONG KONG 14 25 99.99% 65 30th Floor, PCCW Tower, Taikoo Place, 979 King’s Road
AXA EQUITY AND LAW PLC 1 1,193 99.96% 1,133 5 Old Broad Street LONDON EC2N 1AD
PORTMAN INSURANCE (EX AXA GLOBAL RISK) 23 38 100.00% 109 140, Frenchurch Street EC3M 6BL LONDON
COLISÉE RE (ex AXA RE) 319 195 100.00% 843 40, rue du Colisée 75008 PARIS
AXA LIFE INSURANCE COMPANY LTD 6 1 100.00% 90 151 Gloucester Road - Wan Chai - HONG KONG
Praca Marquês de Pombal, 14 - LISBONNE 1050 9, avenue de Messine - 75009 PARIS
KYOBO AXA GENERAL INSURANCE 78 5 92.36% 157 395-70 Shindaebang-dong, Dongjak-gu SEOUL
1, Allée Scheffer L-2520 Luxembourg 21, avenue Matignon 75008 - PARIS
Net income for the year ended December 31, 2009 was a profi t of €3,953 million compared to a loss of €1,253 million in the previous year.
In the Company’s consolidated fi nancial statements, hedge accounting is applied to net investments in subsidiaries, such that exchange rate movements have no impact on Group results. In the parent company fi nancial statements, however, investments in subsidiaries are recorded in Euro at the historical cost, leading to unrealized exchange rate losses on debt being fully booked.
The assets at December 31, 2009 were €64,668 million, compared with €64,208 million at December 31, 2008.
The signifi cant account movements are presented in the tables in these notes.
The fi nancial statements as at December 31, 2009 are prepared and presented in accordance with the provisions of the 1999
Since January 1, 2005, AXA has applied regulations 200210 relating to depreciation and amortization of assets, as amended by CRC regulation 03-07, and 2004-06 relating to the defi nition, recognition and measurement of assets. Application of this regulation has had no impact on the Company’s fi nancial statements.
Find below a summary of options and performances shares granted in 2009 and 2008 to Management Board members paid by AXA SA.
Part II – Section 2.2 “Full disclosure on executive compensation and share ownership” of this Annual Report.
Intangible assets include concessions, patents and brands, as well as goodwill of mergers.
Intangible assets amounted to €322 million, and mainly included the AXA brand contributed by FINAXA as part of the merger in 2005 and valued at €307 million based on brand royalties billed to Group subsidiaries and to the Mutuelles AXA.
FCP mutual funds and to the average share price over the last month before the balance sheet date for the other securities.
The General Meetings of 2014 convertible bondholders accepted the amendment. As a result, holders who did not convert their bonds by January 26, 2007 received €16.23 per bond on
The General Meeting of 2017 bondholders did not approve the amendment. As a result, to fully neutralize the dilution impact of the 2017 convertible bonds, AXA bought call options on AXA shares with an automatic exercise mechanism from a bank counterparty for a total cash amount equivalent to the payment proposed to bondholders. This €96 million premium is to be amortized over the residual ten-year term of the bond. At December 31, 2009, the remaining amount to be amortized was €67 million.
■ Interest rate swaps: these transactions are recognized by applying the accrued interest method. A distinction is made in the income statement and balance sheet between income from the principal transaction, which is the subject of the swap, and the net income from the swap transaction. The nominal value of the swaps serving as bases for interest rate swaps is recognized off-balance sheet.
■ Derivative products qualifying as hedges against foreign exchange risk (exchange rate or currency swaps, currency futures) are recognized off-balance sheet as a reciprocal liability and receivable commitment. For currency options, the premium paid on acquisition is recognized as an asset on the balance sheet in the ‘cash instruments’ account. When the option is exercised, the premium is recorded in the income statement. The same is true when the option is not exercised at term. For option sales, a provision for risks and charges is recognized to take into account the unrealized loss. Other derivative instruments are recognized off-balance sheet at their nominal value. Unrealized losses arising from the estimated market value of these fi nancial instruments give rise to recognition of a provision for foreign exchange loss.
(b) The net decrease of €2,340 million mainly resulting from loan repayments by AXA Financial, AXA America Holding and AXA UK for a total amount of €2,647 million. The funding of these entities is now done through Finance Solutions Company.
(d) The €37 million decrease is due to the exchange-rate fl uctuation impact and accrued interest.
Other fi nancial assets 34 8 5 37 3.4. Statement of receivables by maturity
Miscellaneous receivables and currents accounts with subsidiaries 172 172 3.5. Miscellaneous receivables and subsidiaries’ current accounts (€ million)
3.7. Unrealized foreign exchange losses amounted to €235 million, up €226 million mainly due to impacts on debts of the Yen and American Dollar rallies against the Euro. This item refl ects unrealized losses on receivables and debts denominated in foreign currencies arising from their revaluation at the balance sheet closing exchange rate.
AXA’s share capital is represented by 2,289,965,124 shares with a par value of €2.29, giving a total value of €5,244,020,134 at 3.9. Movement in shareholders’ equity
Undated deeply Subordinated Notes (nominal) 5,700 180 5,880 3.11. Provisions for contingent liabilities
(b) This amount included the release of a €751 million fi nancial provision relating to the mark-to-market revaluation of an equity swap with another Group company intended to hedge an equity position.
Subordinated debt totaled €6,723 million as opposed to €6,924 million in 2008. Of this decrease, €151 million was due to the redemption of undated debts in accordance with the redemption option granted to the issuer ten years after the issue date, and €38 million was due to exchange-rate effects.
Other commitments 7,947 1,319 of which fi nancial guarantees given to Group entities 2,523 625
Subordinated convertible bond redemption premium (see § 2.9 of this note) 588 5.2. Commitments in respect of shareholder pacts
These amounts are subject to adjustment to refl ect the impact of certain capital transactions, including, but not limited to: capital increases, free allotments of stock, stock splits or similar transactions. In addition, the agreement includes an option for each party to repurchase its shares in the event of a hostile change of control of the other party.
(i) A 100 bps rise in interest rates leads to a 3.5% decrease in the fair value of debt, a 2.3% increase in the fair value of loans, and a 18.6% rise in the fair value of derivatives.
Affi liated companies (consolidated entities) (value net of provisions for impairment)
This is a free translation into English of the Statutory Auditors’ report issued in French and which is provided solely for the convenience of English readers. The Statutory Auditors’ report includes information specifically required by French law in all audit reports, whether qualified or not, which is presented below in the opinion on the financial statements. This information includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole, and not to provide separate assurance on individual account captions or information taken outside of the consolidated financial statements.
We conducted our audit in accordance with the professional standards applicable in France, which require that we plan and perform the audit in order to obtain reasonable assurance about whether the fi nancial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and the signifi cant estimates made by management as well as evaluating the overall fi nancial statement presentation. We believe that the elements and information we gathered constitute an adequate and appropriate basis for our opinion.
In our opinion, the fi nancial statements give a true and fair view of the Company’s fi nancial position and its assets and liabilities as at December 31, 2008 and of the results of operations for the year then ended, in accordance with accounting rules and principles applicable in France.
The assessments were made in the context of our audit of the fi nancial statements, taken as a whole, and therefore contributed to the formation of our opinion expressed in the fi rst part of this report.
In addition, we have carried out the specifi c verifi cations required by law, in accordance with the professional standards applicable in
Related to the information provided in application of the provisions of article L.225-102-1 of the French Commercial Code on the compensation and advantages paid to AXA executives as well as commitments made to them, we have verifi ed their consistency with the fi nancial statements or with the data underlying the preparation of the fi nancial statements and, if applicable, with the elements gathered by the Company from entities controlling the Company or controlled by the Company, On the basis of this work, we confi rm the accuracy and fairness of this information.
“Embedded Value” (EV) is a valuation methodology often used for long term insurance business. It attempts to measure the present value of cash available to shareholders now and in the future and accordingly is presented net of taxes and non controlling interests. “European Embedded Value” (EEV) is a refi nement of this methodology based on Principles issued by the CFO Forum of European insurers, which AXA adopted during 2005. AXA
A comparison between both methodologies for 2008 fi gures is provided below.
The following table presents an analysis of movement of AXA’s Group EV during the year 2009: (in Euro million - Group share)
(a) Aligned with CFO Forum guidance in respect of “Group EV” calculation published in June 2008 as part of the MCEV Principles
O perating return on Group EV increased to 27% compared to 18% in 2008 for the restated Group EV, driven by the lower opening value in 2009 compared to 2008.
Life & Savings IFRS shareholders’ equity with the following main adjustments: ■ A ddition of unrealized capital gains/losses not included in shareholders’ equity; ■ E limination of the value of intangibles; ■ E limination of unrealized capital gains/losses included in the projection of future cash-fl ows (VIF); ■ A djustment for the differences between AXA’s consolidated accounting basis and local regulatory bases.
The table below shows the reconciliation of Life & Savings IFRS shareholders’ equity to Life & Savings ANAV: (in Euro million - Group share) 2008
“Life & Savings New Business Value” (NBV) measures the value of new business sold during the year. It includes the VIF on new business, as well as the upfront costs associated with acquiring new business (often called “strain”). Therefore NBV combines elements which increase VIF balances from one year to the next and elements which reduce the ANAV from one year to the next.
Life & Savings EEV does not include any value for future sales.
Our major assumptions include: ■ A ctuarial assumptions refl ect best estimates based on recent experience; ■ N o productivity gains in the future are assumed, while a 2.1%
Japan) is included in the reference rate. This premium refl ects the nature of certain types of long term insurance liabilities, which allow insurers to capture, either fully or partially, liquidity premia on credit assets such as corporate bonds. In 2008 the premia used were 100 bps in the US and 50 bps in other countries (except Japan).
AXA’s market-consistent framework does not depend on assumed future asset returns, but rather on the reference rate described above. The Life & Savings VIF valuation depends on stochastic projections of multiple scenarios, rather than a single scenario. For comparison to traditional Embedded Values and other techniques, AXA performs a calculation that determines the “Implied Risk Discount Rate” (IDR) which would equate the cashfl ows from a single scenario with “real world” economic assumption to the Life & Savings VIF. The following table summarizes the “real world” assumptions for 2008 and 2009 used in determining the IDRs: FI Return Equity Return Cash Return Real Estate Return
Separate IDRs are calculated for the total inforce portfolio at the end of the year and the new business sold during the year: VIF IDR NB IDR
The following table presents a detailed analysis of the movement of the Life & Savings EEV between 2008 and 2009: (in Euro million - Group share
2009 New Business Value of Euro 1,113 million refl ects the strain (fi rst year loss) and VIF impacts described above.
Operating Return on Life & Savings EEV of €3,588 million is the sum of the New Business Value and the operating performance from existing business. It represents 13% of the adjusted opening Life & Savings EEV.
(i) the variance in experience during 2009 from the one expected in the illustrative real world investment scenario at the end of 2008, and (ii) the change in value created by refl ecting year-end 2009 yield curves and investment conditions in the EEV rather than those of year-end 2008.
Capital flows of €523 million refl ect net transfers into the
Exchange rate movements impact of €54 million refl ects the evolution of foreign currencies versus the Euro, not taking into account the mitigating impact of the currency hedging program implemented by AXA SA.
Equitable and AXA Investment Managers (this impact is however neutral on the Group EV).
The sensitivities of 2009 Life & Savings EEV and NBV to changes in major assumptions were as follows: Life & Savings sensitivities (in Euro million - Group share) EEV 2009 NBV 2009 (a)
Upward parallel shift of 100 basis points in reference interest rates 831 54
Downward parallel shift of 100 basis points in reference interest rates (2,253) (117)
10% higher value of equity markets at start of projection 1,118 64 10% lower value of equity markets at start of projection (1,140) (71)
10% higher value of real estate at start of projection 418 12 10% lower value of real estate at start of projection (425) (10)
Upward shift of 25% of the volatility on equity markets (760) (71)
(a) The NBV sensitivities shown in this template assumed a shock “after sale”. It indicates how the new business written in 2009 would have been affected by an economic shock after sale but prior to year-end.
Life & Savings European Embedded Value (EEV) at December 31, 2009, and the 2009 Life & Savings New Business Value (NBV)
Towers Watson has also reviewed the embedded value results, including a review of the underlying models for the major blocks of business in the principal life operations, but without undertaking detailed checks on all of the processes and calculations. Towers
in accordance with the terms of Towers Watson’s engagement letter. To the fullest extent permitted by applicable law, Towers
Approval of pension and social protection commitments referred to in the last paragraph of Article L.225-90-1 of the French
French Commercial Code granted to Mr. Denis Duverne in order to align his status with the AFEP/MEDEF recommendations
Authorization granted to the Management Board in order to purchase shares of the Company
Authorization granted to the Management Board in order to increase the share capital of the Company by issuing ordinary shares, without preferential subscription rights, in favor of a category of benefi ciaries
Authorization granted to the Management Board in order to reduce the share capital through the cancellation of ordinary shares
Appointment of Ms. Wendy Cooper to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Appointment of Mr. John Coultrap to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Appointment of Mr. Paul Geiersbach to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Appointment of Mr. Sébastien Herzog to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Appointment of Mr. Jason Steinberg to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Shareholders’ Meeting to submit a number of resolutions for your consideration pertaining to: ■ A pproval of the parent Company and consolidated fi nancial statements of AXA for the year ended December 31, 2009 and determination of the dividend (I); ■ A pproval of regulated agreements and commitments (II); ■ R e-appointment of a member to the Supervisory Board (III); ■ R e-appointment of Mazars as incumbent Statutory Auditor and appointment of a new alternate Statutory Auditor (IV); ■ R enewal of the authorizations granted to the Management
Company through the employee savings plans (VI); ■ A pproval of the change in the Company’s governance structure, the amendment of the Bylaws accordingly, as well as the acknowledgment of the continuity of authorizations and delegations granted to the Management Board in favor of the
Board of Directors (VII); ■ A pproval of additional amendments to the Bylaws (VIII); ■ A ppointment of members to the Board of Directors (IX); ■ S etting of the annual amount of directors’ fees allocated to the
December 31, 2009 show a profi t of €3,953 million, compared to a loss of €1,253 million for the preceding fi scal year. The consolidated fi nancial statements for fi scal year 2009 show a net income Group share of €3,606 million, compared to €923 million for the preceding fi scal year, i.e. an increase of 283%. For more information about AXA’s fi nancial statements for 2009 and the business of the Company during 2009 and since the beginning of 2010, please refer to the Management Board Report that is included in the 2009 Annual Report (Document de Référence)
fi led with the AMF (Autorité des marchés financiers) on March 17 , 2010 and which is made available in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.
This dividend would be paid out on May 6, 2010 and the exdividend date would be on May 3, 2010 . In accordance with
tax relief set forth in paragraph 2° of Article 158.3 of the French
General Tax Code (Code général des impôts). It applies to all individuals deemed to be French resident for tax purposes and amounts to €0.22 per share. For information, Article 117 quater of the French General Tax Code, as it results from the 2008
Finance Act (loi de finances pour 2008), provides that individuals who are deemed to be French resident for tax purposes, and whose income is eligible for the 40% tax relief may, barring certain exceptions, opt to have an 18% fl at deduction at source, calculated on the basis of the gross amount of income received.
General Tax Code, the table below summarizes dividend payout information, with and without the 40% tax relief, in the previous three fi scal years.
On December 15, 2005, the AXA Group and the BNP Paribas
On May 15, 2006, the AXA Group and the Schneider Group entered into an agreement concerning minimal cross-shareholdings. The parties have agreed to a reciprocal repurchase option in the event of a hostile takeover attempt, by a third party, over the share capital of either AXA or Schneider. In these circumstances, and pursuant to the agreement, the AXA Group would be entitled to repurchase, partly or entirely, the outstanding shareholding of
Reciprocally, the Schneider Group will enjoy the same repurchase option over the outstanding shareholding of AXA in Schneider.
On October 7, 2009, the AXA Supervisory Board authorized an amendment of the additional pension scheme’s rule applicable to director-level employees of the AXA Group in France. The Board also confi rmed that Messrs. Henri de Castries, Denis Duverne and François Pierson, members of the Management Board, would benefi t from this scheme in the conditions applying to all director-level employees of the AXA Group in France.
On February 17, 2010, the Supervisory Board fi rst acknowledged that Messrs. Henri de Castries and Denis Duverne have decided to renounce their employment contract as from the General
Supervisory Board accordingly: ■ a uthorized the Company to take all appropriate commitments to ensure that Messrs. de Castries and Duverne will continue to have social benefi ts (health insurance, life insurance, disability insurance, retirement…) on terms equivalent to those applicable to AXA Group ’s director-level employees in France, including by amending Group benefi t plans in terms of health, life and disability insurance; ■ a uthorized that Messrs. Henri de Castries and Denis Duverne would be granted a contractual severance benefi t upon termination of their term of offi ce as executive offi cers. This severance benefi t would be equivalent to that provided for in the collective agreement relative to director-level employees of insurance companies dated 1993 and which was previously applicable to Messrs. de Castries and Duverne as employees except that, from now on, it is subject to performance conditions in accordance with legal provisions and the AFEP/
MEDEF recommendations. The initial amount of the severance benefi t would be equal to 19 months of compensation for
In the 5th, 6th and 7th resolutions, you are therefore requested to approve the regulated commitments described above in connection with the alignment of the status of
You are being proposed to re-appoint Mr. Norbert Dentressangle, whose term of offi ce expires at the end of this General
Shareholders’ Meeting, as member to the Supervisory Board for a four-year term, pursuant to Article 10 of the Company’s
The functions of Mazars, as incumbent Statutory Auditor, and those of Mr. Jean-Louis Simon, as alternate Statutory Auditor, expire at the end of this General Shareholders’ Meeting. As a
We remind you that the term of offi ce of PricewaterhouseCoopers
The Management Board requests that shareholders once again authorize it to purchase up to 10% of the Company’s share capital, or 5% of the total number of shares comprising the share capital in the case of shares acquired by the Company for the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution.
granting shares for free to some or all employees or corporate offi cers of the AXA Group pursuant to Article L.225-197-1 et seq of the French Commercial Code and (iv) assigning shares to some or all current or former employees, corporate offi cers and general insurance agents of the AXA Group in connection with the implementation of any employee savings plan complying with the applicable laws and regulations, or all other employee savings plans, as well as carrying out any hedging transaction related to the employee savings plans referred to in this (iv); c) holding shares for the purpose of subsequent payment or exchange in respect of potential external growth acquisitions, in compliance with the market practice accepted by the AMF; d) delivering shares upon exercise of rights attached to debt instruments giving a claim to the Company’s share capital by way of repayment, conversion, exchange, presentation of a warrant or in any other manner; e) canceling some or all of these shares, provided that the
Board wishes to use this share repurchase authorization for any other objective that has not been expressly listed above.
Regulation (règlement général de l’Autorité des marchés financiers) but only if (i) the offer to purchase the Company’s shares is paid exclusively and entirely in cash and if (ii) the repurchase transactions carried out pursuant to a program in progress are consistent with the objectives above-mentioned in points b) and d) and are not likely to compromise the success of the offer. In this respect, the Management Board believes it is important that the Company may, if need be, repurchase the
VI – Authorizations to issue ordinary shares or other securities giving a claim to ordinary shares of the Company trough employee savings plans
Code, as well as Articles L.3332-1 et seq of the French Labor
Code (Code du travail). The total nominal amount of this issue would not exceed €150 million. This decision would also entail a suppression of the preferential subscription rights of shareholders to shares or securities, including those granted for free, in favor of such employees, corporate offi cers or general insurance agents.
Board, of the authorization to issue shares or securities giving a claim to the Company’s share capital pursuant to employee savings plan approved by your General Shareholders’ Meeting on April 30, 2009, please see Section 2.2 “Full disclosure on executive compensation and share ownership” and Appendix 7
Management Board and the Statutory Auditors, in compliance with the applicable legal provisions.
Board of Directors shall meet in order to choose the organization of the Executive Management: separation or combination of the positions of Chairman and Chief Executive Offi cer.
This proposal to combine the posts of Chairman and CEO does not represent a decision of AXA to institutionalize the combination of these posts on a permanent or structural basis going forward.
Rather, the Supervisory Board’s decision to recommend this change is the result of an analysis of the specifi c circumstances of the Group at this stage in its development, the unique experience and abilities of Mr. Henri de Castries and the Board’s desire to optimize the Group’s decision making processes and reactivity going forward.
The proposed structure will preserve meaningful checks and balances designed to ensure sound governance
Throughout its analysis of the proposed governance structure, the Supervisory Board made sure that independent directors exercise a major position, particularly with their participation in the work of the Board Committees, in order to preserve wellbalanced governance: ■ T he Board will continue to have a majority of independent directors; ■ E ach of the four standing Board Committees (Audit, Finance,
The Company’s Bylaws and the future Board of Directors’ Rules of Procedure will require the appointment of a Vice-Chairman acting as a Lead Independent Director in all cases where the positions of Chairman and CEO are held by one person i.e. the
Supervisory Board concluded that it would be in the best interests of AXA for Mr. Henri de Castries to hold the position of
Mr. Henri de Castries acquired a deep knowledge of the Group and its businesses during the last 20 years with AXA and 10 years as Chairman of the Management Board; he is one of the industry’s longest standing senior executive from an international viewpoint.
Mr. Henri de Castries devotes substantially all of his professional time to management of the AXA Group: he holds no directorships outside the AXA Group other than directorships on non-profi t organizations (Fondation Nationale des Sciences Politiques,
Mr. Henri de Castries has the best perspective to set the agenda and chair meetings of the Board of Directors.
Directors, you are also being asked to approve three additional modifi cations of the Bylaws: ■ T o confi rm that the crossing of statutory thresholds in capital or voting rights may result of a person acting alone or persons acting jointly on the one hand, and to specify that the notifi cation period starts from the crossing of the statutory threshold on the other hand (Article 7 of the Bylaws); ■ T o include a clause for processing outstanding shares (clause de traitement des rompus) in order to facilitate the execution of certain transactions (exchange operations, operations of shares regrouping…) (Article 8 of the Bylaws); ■ T o remove from the Bylaws the duty for each member of the Board of Directors to hold at least one hundred shares of the Company since the Rules of Procedure of the Board provides for higher holding objectives based on the amount of directors’ fees received. According to the Rules of Procedure, each director should hold, within two years after his/her fi rst appointment, a number of shares which value, based on the closing price of the AXA share on December 31 of the preceding civil year, shall represent an amount at least equivalent to the last annual net amount of directors’ fees he/she would have received.
Board of Directors (resolution 15), the term of offi ce of the present
Operations to date, as members to the Board of Directors for four years in accordance with Article 10 of the amended
Giuseppe Mussari, Ramon de Oliveira, Michel Pébereau and Ezra Suleiman. In accordance with Article 10 of your
Ezra Suleiman; 2 years for Mr. François Martineau; 3 years for
Anthony Hamilton, Ramon de Oliveira and Michel Pébereau; and 4 years for Mr. Norbert Dentressangle. The Supervisory
Ethics & Governance Committee, has provided for a favorable opinion on the appointment of Mmes. Isabelle Kocher and
Supervisory Board has underlined that these candidates would complement well the current members of the Board, in particular in terms of geographical background and area of expertise. Mrs. Isabelle Kocher is CEO of Lyonnaise des Eaux, one of the principal subsidiaries of the Suez
General Shareholders’ Meeting in a separate resolution. Brief biographies of the candidates appear in the Appendix to this report.
The Management Board is required to issue an opinion on all resolutions submitted to the General Shareholders’
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 decided to recommend the shareholders to vote in favor of the 31st resolution (“Appointment of M s . Wendy Cooper as a member to the Board of Directors, upon proposal of the employee shareholders of the AXA Group”) and to vote against resolutions 32 to 36. This recommendation of the Management
Ethics & Governance Committee has issued a positive opinion on the appointment of M s . Wendy Cooper as member to the
Shareholders’ Meeting on April 22, 2008 as an employee shareholders representative on the Supervisory Board for a four-year term of offi ce. In this regard, both the Management
Board and the Supervisory Board has considered that it was appropriate to recommend the shareholders to vote for her in order to allow M s . Wendy Cooper to complete the functions she has been entrusted with, regardless of the change in the governance structure of your Company. This recommendation is also based on the fact that M s . Wendy Cooper has received a strong support from the Group employee shareholders throughout the preliminary nomination phase with 35.40% of the votes cast.
The Management Board also recommends that shareholders vote “in favor” of only one of the resolutions 31 to 36, and that they vote “against” the other resolutions to the extent that the Bylaws of your Company provide for the appointment of only one employee shareholders representative to the Board of
shall be considered as the sole resolution adopted. The other resolutions would accordingly be deemed rejected by this
At the end of this General Shareholders’ Meeting and subject to your approval of the resolutions relative to the appointment of directors, the Board of Directors of your Company would comprise fi fteen members including eleven members considered as independent by the Supervisory Board on the basis the AFEP/
Suet-Fern Lee and Dominique Reiniche, Messrs. Jacques de Chateauvieux, Norbert Dentressangle, Jean-Martin Folz,
X – Setting of the annual amount of directors’ fees for the members of the Board of Directors
(resolution 15), to set the new annual amount of directors’ fees allocated to members of the Board of Directors at €1,200,000 until it is otherwise resolved. This new amount represents an increase of 9% from the annual amount of directors’ fees resolved by the General Shareholders’ Meeting on May 14, 2007 and is justifi ed by the higher responsibilities assumed by the Board in the new governance structure.
The 38th resolution proposed to your approval is intended to grant full authority to carry out all formal publication, fi ling and other requirements as the case may be, following this General
4. Alike all directors, the Vice-Chairman can be a member of one or more Board Committees. He/she may also attend meetings of Board Committees on which he/she is not a member.
5. The Vice-Chairman serves as Lead Independent Director. In this capacity: (i) the Vice-Chairman is consulted by the Chairman on the agenda of every meeting of the Board of Directors as well as on the planning of Board meetings; (ii) the Vice-Chairman may convene meetings of the Board at which the members of Executive Management are not present . These meetings called “Executive Sessions”
The Vice-Chairman chairs the Executive Sessions; (iii) the Vice-Chairman may request the Chairman to convene the Board on a specifi c agenda. In accordance with the Bylaws, the Chairman is bound to comply with these requests; (iv) the Vice-Chairman, independent director, supports regular dialogue with the other independent directors and acts, if need be, as their spokesperson vis-à-vis the CEO and other members of the Company’s senior management; (v) the Vice-Chairman informs the Chairman and the Board of Directors on potential confl icts of interest he/she would have identifi ed; (vi) the Vice-Chairman is automatically associated to the
Ethics & Governance Committee’s work, including in the event he/she is not a member of the Committee. As part of this position, he/she plays an active role in the recruitment of Board and Committees members, in the annual self-assessment of the Board as well as in works of the Committee on corporate governance matters relating to the operation and organization of the Board
(frequency and planning of Board meetings, quality of information provided to the Board by the Executive
Company reserved for employees of AXA Group companies or economic interest groups, in France and abroad (“Shareplan 2009”).
Pursuant to the authorization granted to the Management Board by the twentieth resolution adopted by the Shareholders’ Meeting on April 30, 2009, and in accordance with the provisions of Articles
International d’Actionnariat de Groupe or P.I.A.G. ) sponsored by AXA entities outside France (hereafter collectively referred to as the “employees”), up to a maximum nominal amount of €150 million.
Under the leveraged plan, holders of FCPE units will be entitled to an investment mechanism allowing them to limit their personal contribution to 10% of the subscription price for these shares.
The regulations of the FCPE, which were approved by the AMF
(Autorité des marchés financiers) on July 31, 2009, provide further details on the offering.
In accordance with applicable law, the Management Board decided that the issue price of the new shares would correspond to, for the classic and the leveraged plans, 80% of the arithmetical average of the opening prices of the AXA shares quoted on the
October 1st, 2009 (inclusive) to October 28, 2009 (inclusive), equals €18.65, rounded up to the nearest euro cent
(hereinafter the “Reference price”); 2. decided, for the classic and the leveraged plans, that the unit subscription price of new shares offered in the share capital increase reserved for employees will equal €14.92, i.e. 80% of the Reference price.
subscription period for Shareplan 2009 from November 2, 2009, inclusive, to November 6, 2009, inclusive.
The capital increase is expected to occur on December 11, 2009.
The following table shows the impact of an issuance of a maximum of 65,502,183 new shares on a shareholder who owns 1% of AXA’s share capital(1) and who does not subscribe to the capital increase: Shareholder’s interest in the share capital (%)
Moreover, the impact of this issue on the interest in consolidated shareholders’ equity attributable to the Group as of June 30, 2009, for a shareholder who owns one AXA share and who does not subscribe to the capital increase would be the following: In case the capital increase would be entirely subscribed: Interest in consolidated shareholders’ equity as of 30 June 2009 (per share)
Shareplan 2008, 24,735,608 shares were issued as it follows: 1,707,264 new shares subscribed under the classic plan, 20,860,616 new shares subscribed under the leveraged plan
(excluding Germany) and 2,167,728 new shares with warrants under the leveraged plan in Germany.
Considering the issue price and the volume of shares being issued, the capital increase should not have a signifi cant impact on the quoted share price.
The Management Board used the delegation of authority granted under the twelfth resolution adopted by the General
The Autorité des marchés financiers (“AMF”) granted visa no. 09- 323 on November 9, 2009 to the prospectus of this operation (the “Prospectus”). A summary of the Prospectus restating the major terms and conditions of the operation appears as Appendix to this report.
(1) Based on the number of shares comprising AXA’s share capital as declared by the Company to the Autorité des marchés financiers (AMF) on
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 1. Terms of the Rights Issue 1.1 GENERAL SHAREHOLDERS’ MEETING ON APRIL 30, 2009
Company’s share capital, as required by the law or applicable contractual terms providing for other cases of adjustment, shall be added to this limit.
On November 6, 2009, the Management Board, pursuant to the prior approval of the Supervisory Board granted on the same day in accordance with Article 12.3(b) of the Company’s Charter
(which may be increased to take into account the exercise in full of all currently exercisable stock options and warrants and the conversion of all the 2017 convertible bonds) with preferential subscription rights. With the approval of its Chairman, the
1.3 DECISION TO CARRY OUT THE RIGHTS ISSUE OF NOVEMBER 6, 2009
This amount may be increased to €415,386,283 the issue of 181,391,390 new shares in the event of the exercise in full of all currently exercisable stock options and all currently exercisable warrants, and the conversion of all the 2017 convertible bonds.
The issue price having been set at €11.90 per new share, the gross proceeds (including issue premium) amounts to €2,071,937,893 which may be increased to a maximum of €2,158,557,541 in the event of the exercise in full of all currently exercisable stock options, of all currently exercisable warrants and the conversion of all the 2017 convertible bonds.
2. Description of the impact of the proposed Rights Issue on the holders of equity securities and securities giving a claim to the share capital 2.1 IMPACT OF THE RIGHTS ISSUE ON SHAREHOLDERS’ EQUITY
By way of illustration, the impact of the Rights Issue on the
equity of the Group as at June 30, 2009, as reported in the consolidated fi nancial statements of June 30, 2009, and the number of shares outstanding as at November 4, 2009) would be the following: Share in shareholders’ equity (in €)
After issue of 174,112,428 new shares pursuant to this Rights Issue 18.25 N/A
(2) In the event all currently exercisable stock options and warrants are exercised in full and including only preferential subscription rights attached to shares allocated upon conversions of the 2017 convertible bonds that occur no later than November 20, 2009.
By way of illustration, the impact of the Rights Issue on the percentage interest of a holder of 1% of the Company’s share capital prior to the Rights Issue and who does not take part in the Rights Issue (calculated on the basis of the number of shares outstanding as at
The right to exercise stock options under AXA plans whose options are currently exercisable has been suspended from
November 20, 2009 at 4:00 p.m. (Paris time), the rights of 2017 convertible bonds holders who have not exercised their right to conversion at the latest by November 20, 2009 at 4:00 p.m. (Paris time) and the rights of benefi ciaries under free shares allocation plans that have not yet matured will be respectively preserved following settlement-delivery from the Rights Issue pursuant to applicable legal and regulatory provisions, the provisions of the stock option plans, the terms and conditions of the warrants and the 2017 convertible bonds and the provisions of the free shares allocation plans.
3. Impact of the Rights Issue on the AXA share trading value
AXA share trading value (average of closing quoted price over the 20 trading days preceding November 6, 2009) €18.24
Number of shares before the Rights Issue (non-diluted basis) 2,089,349,143 shares
Total number of shares after dilution and before the Rights Issue 2,148,158,034 shares
The Statutory Auditors verifi ed that this Rights Issue complies with the delegation of authority granted by the General Shareholders’
AXA (“AXA” or the “Company” and, together with its consolidated subsidiaries, the “Group”).
AXA has fi ve operating business segments: ■ Life & Savings; ■ Property & Casualty; ■ International Insurance; ■ Asset Management; and
Net investment result excluding fi nancing expenses (b) 5,737 (9,829) (36,068)
Earnings per share (c): Other data: Number of common shares outstanding (in millions) 2,089.2 2,063.5 2,089.2
(in millions of euros, except per share data) 30 June 2009 (f)
(c) (i) the calculation of net income per share is based on the weighted average number of outstanding shares for each period presented and (ii) shareholders’ equity per share is calculated based on the actual number of outstanding shares at each period-end presented. The calculations deduct shares held by AXA and its subsidiaries (i.e., treasury shares) in the calculation of weighted average number of outstanding shares (for net income per share) and outstanding shares (for shareholders’ equity per share). The net income per share takes into account interest charges and foreign exchange impacts related to perpetual debts classifi ed in shareholders’ equity, with retroactive impact on prior years.
(e) In accordance with IFRS 3, i.e., within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of Seguros ING (Mexico) purchase price, resulting in a €33 million increase in the goodwill to €512 million. Most of this increase in goodwill was due to adjustments to provisions for liabilities and claims reserves.
(f) Unaudited fi nancial information that was the subject of a limited review by the Company’s statutory auditors.
Ratings for debt issued by AXA SA as at 25 March 2009
■ A n increase of 2 points to the indebtedness ratio(2), which was 31% as at 30 June 2009.
(1) On the assumption that there are no unrealized gains attributable to the bond portfolio. This estimate has not been reviewed or approved by the Autorité
(2) Net fi nancing debt + perpetual subordinated debt) divided by (shareholders’ equity, excluding fair value recorded in shareholders’ equity + net fi nancing debt).
(in millions of euros, excluding the number of shares and their par value)
EQUITY AS AT THE CLOSING OF SEPTEMBER 30, 2009 (BEFORE EXPENSES AND PROCEEDS RECOGNISED DURING THE PERIOD) 2,089,290 2.29 4,784 17,868 (475) 14,309 36,486
Summary of the main risk factors relating to the Company and its operations
Total revenues for the fi rst nine months of the year were €68,094 million as at 30 September 2009 (compared to €69,458 million for the fi rst nine months of 2008).
This Rights Issue will be used to seize future acquisition opportunities, primarily in high growth markets, including the potential repurchase of minority interests in Central and Eastern Europe, as well as the transaction proposed to AXA Asia Pacifi c Holdings (AAPH), while maintaining a strong balance sheet. If successful, the offer made to AAPH would be equivalent for AXA to selling its 54% stake in AAPH’s Australia and New Zealand business while acquiring the 46% of AAPH’s Asian operations it does not own for a net cash outlay of €1.1 billion.
Summary of risk factors relating to the Rights Issue that could have a material effect on the securities offered
Existing shareholders who do not exercise their preferential subscription rights will have their shareholding diluted.
The Company’s share market price may fl uctuate and fall below the subscription price of the shares to be issued in the Rights
The Company’s preferential subscription rights may be sold during the subscription period and the Company’s shares may be sold during or after the subscription period, which may have a negative effect on the market price of theses rights or on the
In the case of a drop in the Company’s share market price, the preferential subscription rights may also lose their value.
Shares held by Company subsidiaries (directly or indirectly) 16,665,476 0.80 – –
As at 4 November 2009, to the Company’s knowledge, no other shareholder holds more than 5% of the share capital or voting rights of AXA.
By way of illustration, the impact of the Rights Issue on the Group’s consolidated shareholders’ equity (group share) on a per share basis (calculated on the basis of consolidated shareholders’ equity of the Group as at 30 June, as reported in the consolidated fi nancial statements of 30 June, and the number of shares outstanding as at 4 November 2009) would be the following: Share in shareholders’ equity (in €)
After issue of 174,112,428 new shares pursuant to the Rights Issue 18.25 N/A
By way of illustration, the impact of the Rights Issue on the percentage interest of a holder of 1% of the Company’s share capital prior to the Rights Issue that does not take part in the Rights Issue (calculated on the basis of the number of shares outstanding as at
Indicative timetable of the Rights Issue 6 November 2009 Signing of the underwriting agreement.
Publication by Euronext Paris of the notice relating to the Rights Issue.
The offer will be made to the public in France, Belgium, Finland,
To exercise their preferential subscription rights, holders will be required to submit a request to their authorised bank or broker (intermédiaire financier habilité) at any time between
November 10, 2009 and November 23, 2009, inclusive, and pay the applicable subscription price. Any preferential subscription rights not exercised will automatically become null and void at the close of the subscription period, i.e., at the close of trading on November 23, 2009.
Shareholders holding shares in registered form administered by an intermediary (titres inscrits au nominatif administré) or bearer shares (titres au porteur): subscriptions will be accepted by the shareholder’s bank or broker (intermédiaire financier) until
Shareholders holding shares in registered form administered by the Company (titres au nominatif pur): subscriptions will be accepted by BNP Paribas Securities Services, 11, rue Ella
Centralising institution charged with preparing the certifi cate of deposit of funds acknowledging the completion of the share capital increase: BNP Paribas Securities Services, 11, rue Ella
Company’s website (www.axa.com), as well as on the website of the AMF (www.amf-france.org) and from the Underwritrs.
I AXA Supervisory Board’s c omments o n t he M anagement Board’s Report a nd t he fi nancial s tatements
Your Supervisory Board met eleven times in 2009. In accordance with applicable regulations and AXA’s Bylaws (statuts), the
Board completed all the checks and controls on the operations and business of the Management Board it has deemed appropriate, based on the works of its four special Committees
In the context of change in the governance structure of the
Company, the Supervisory Board has approved the proposed amendments of AXA’s Bylaws required for the adoption of a unitary Board structure.
Mr. Henri de Castries would exercise the roles of Chairman and
We would like to thank specially the employees of the AXA Group and the Management Board for the quality of their work and their high commitment to the success of the Company.
The Supervisory Board is confi dent that the AXA Group has the ability to ensure the long-term growth of the Group.
Company’s ordinary shares, reserved to present or former employees, corporate offi cers and general insurance agents of the Company or its affi liated entities within the meaning of Article L.225-180 of the French Commercial Code and A rticles L.3344-1 and L.3344-2 of the French Labor Code, who are enrolled in the Company’s or the AXA Group’s employer-sponsored savings plan(s), on which you are being asked to deliberate and vote.
Your Management Board is required to prepare a report in accordance with Articles R.225-113 and R.225-114 of the French Commercial
It is specifi ed that: ■ T he aggregate nominal amount which may result from this resolution and the 13th resolution shall not exceed the above mentioned nominal amount of €150 million; ■ T he maximum discount shall not exceed 20% off an average quoted price of the AXA share on Euronext Paris over the twenty trading days preceding the day on which the Management Board formally resolve the opening date of the subscription period; ■ T he Management Board may reduce or suppress the aforementioned discount, as it deems appropriate, in particular to take into account the new international accounting standards, or, inter alia , legal, accounting, tax or social provisions applicable in some benefi ciaries’ country of residence; ■ T he Management Board may also replace all or part of the discount by the grant of ordinary shares or other securities giving a claim to the Company’s capital; ■ T he Management Board may grant for free ordinary shares or securities giving an immediate or deferred claim to the Company’s ordinary shares, provided that the total benefi t resulting from the discount and/or contribution may not exceed the applicable legal or regulatory limits; ■ T he characteristics of any other securities giving a claim to the share capital of the Company shall be determined by the Management
• determine the terms and conditions of the issues to be carried out by virtue of this authorization, in particular as regard to dividend earning, paying up, subscription price of ordinary shares or other securities giving a claim to the capital, in accordance with the applicable laws and regulations,
• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment,
• record the completion of the capital increase to be carried out, within the limit of the number of shares or other securities giving a claim to the capital to be subscribed,
• at its sole discretion and as it deems appropriate, charge the expenses related to the capital increases on the amount of the resulting premiums, and deduct from this amount the sums required to bring the legal reserve to one-tenth of new share capital after each increase,
To the extent that the amount of the issue price is not set, we do not express any opinion as to the fi nal terms and conditions under which the capital increase will be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights.
L.225-180 of the French Commercial Code and to Articles L.3344-1 and L.3344-2 of the French Labor Code, and/or (ii) OPCVM
French Labor Code implemented, notably, by virtue of a capital increase carried out by virtue of a capital increase made pursuant to the 12th resolution submitted to your Meeting; ■ T he issue price of the new shares to be issued pursuant to this authorization (i) shall not be higher nor more than 20% lower than the average quoted price of the AXA share on Euronext Paris over the twenty trading days preceding the day on which the Management
• record the amount of the capital increase and amend the Bylaws accordingly,
• charge, if need be, all expenses on the amount of the issue premiums,
• undertake all formalities resulting from capital increases and in general, to take all necessary measures.
We performed our work in accordance with the professional standards applicable in France. Those standards require that we plan and perform procedures to verify the information provided in the report of the Management Board and the terms and conditions under which the issue price is being determined.
Notwithstanding subsequent review of the fi nals terms under which the proposed capital increase may be conducted, we have no particular observations to make with respect to the methods used to determine the issue price that are described in the report of the
This is a free translation into English of the Statutory Auditors’ report issued in the French language and which is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with,
This Meeting delegated its authority to the Management Board to set the fi nals terms of such transactions, over a period of 18 months, up to a maximum nominal amount of €150 million.
Pursuant to this delegation of authority, the Management Board decided, at its Meeting on October 29, 2009, to carry out a capital increase by issuing a maximum amount of 65,502,183 shares of the Company. The subscription price of each new share, for both the traditional plan and the leverage plan, amounted to €14.92, i.e. 80% of the average opening price of the AXA share over the period between October 1, 2009 included and October 28, 2009 included (rounded up to the euro cent).
Management Board in accordance with the same methods and pursuant to the same presentation as the last annual fi nancial statements.
We conducted a limited review of those interim fi nancial statements in accordance with the professional standards applicable in France; ■ The conformity of the terms and conditions of the transaction with regards to the delegation of authority granted by the General
Shareholders’ Meeting, and the fairness of the information provided in the supplementary report of the Management Board relative to the calculation methods and amounts of the issue price.
We have no matters to report on: ■ The fairness of the fi gures resulting from the Company’s fi nancial statements and contained in the supplementary report of the
COMPLEMENTARY REPORT OF THE STATUTORY AUDITORS ON THE CAPITAL INCREASE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR EMPLOYEES ENROLLED IN THE EMPLOYER-SPONSORED COMPANY SAVINGS PLAN
December 31, 2009, as well as the Statutory Auditors’ Report on the fi nancial statements, hereby approve the fi nancial statements of AXA (the “Company”)
December 31, 2009 amount to €3,952,683,601.67; ■ H ereby resolve to debit from these earnings, in accordance with the legal provisions, and to allocate to the legal reserve an amount of €45,130,589.89; ■ H ereby note that earnings for the year ended December 31, 2009 increased by prior-year retained earnings bring the income available for appropriation to an amount of €3,910,648,942.98; ■ H ereby resolve to allocate the total income available for appropriation as follows: • payment of a dividend for an amount of €1,259,480,793.45
The shareholders further resolve that a dividend of €0.55 per share shall be made available for payment on May 6, 2010 for each of the 2,289,965,079 existing shares earning dividends on
Save the dividend referred to hereinbefore, no other earnings, whether or not eligible to the above-mentioned 40% tax relief, are distributed pursuant to this General Shareholders’ Meeting.
For information, the following dividends per share, dividends with tax relief, and dividends without tax relief, were granted for the three preceding fi scal years: Fiscal year 2006 Fiscal year 2007 Fiscal year 2008
APPROVAL OF PENSION AND SOCIAL PROTECTION COMMITMENTS REFERRED TO IN THE LAST PARAGRAPH OF ARTICLE L.225-90-1 OF THE FRENCH COMMERCIAL CODE
Special Report on regulated commitments referred to in the last paragraph of Article L.225-90-1 of the French Commercial Code, hereby approve the pension and social protection commitments granted to Messrs. Henri de Castries, Denis Duverne and
François Pierson, members of AXA’s Management Board, and described in the report.
Article L.225-90-1 of the French Commercial Code and granted to Mr. Henri de Castries upon termination of his function as corporate offi cer, hereby approve the commitments described therein.
APPROVAL OF COMMITMENTS REFERRED TO IN ARTICLE L.225-90-1 OF THE FRENCH COMMERCIAL CODE GRANTED TO MR. DENIS DUVERNE IN ORDER TO ALIGN HIS STATUS WITH THE AFEP/MEDEF RECOMMENDATIONS
Article L.225-90-1 of the French Commercial Code and granted to Mr. Denis Duverne upon termination of his function as corporate offi cer, hereby approve the commitments described therein.
Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, having reviewed the Management Board’s Report, and upon proposal of the Supervisory Board, hereby appoint
The term of offi ce of Mr. de Turkheim would expire at the end of the General Shareholders’ Meeting convened in 2016 to approve the fi nancial statements of the preceding fi scal year.
AUTHORIZATION GRANTED TO THE MANAGEMENT BOARD IN ORDER TO PURCHASE SHARES OF THE COMPANY
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, and having reviewed the Management Board Report and the description of the share repurchase program established in compliance with Articles 241-1 et seq of the AMF General
Regulation (rè glement général de l’Autorité des marchés financiers): 1) Hereby authorize the Management Board, pursuant to
Articles L.225-209 et seq of the French Commercial Code, to purchase, in one or more times and within the timeframe it determines, a number of ordinary shares of the Company up to a maximum of: • 10% of the total number of shares comprising the
• or 5% of the total number of shares comprising the Company’s share capital in the case of shares acquired by the Company with the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution.
These percentages shall be applied to an adjusted number of shares, as the case may be, after completion of transactions that may affect the share capital after the date of this Meeting. The number of ordinary shares that the
(ii) granting shares for free, in accordance with legal provisions, to some or all present or former employees, corporate offi cers and general insurance agents pursuant to the discount and/or contribution within an employee savings plan sponsored by the Company or the AXA Group, (iii) granting shares for free, in connection with the provisions of Articles L.225-197-1 et seq of the French Commercial Code, to some or all employees or corporate offi cers of the Company and/
or its affi liated entities or economic interest groups in particular pursuant to Article L.225-197-2 of the French
Commercial Code and (iv) assigning shares to some or all present or former employees, corporate offi cers and general insurance agents of the Company or the AXA
(iii) execute all trading orders, enter in agreements, including for the purpose of complying with record-keeping requirements for purchases and sales, fi le all required disclosures with the AMF
Board pursuant to this resolution will profi t to the Board of
AUTHORIZATION GRANTED TO THE MANAGEMENT BOARD IN ORDER TO INCREASE THE SHARE CAPITAL BY ISSUING ORDINARY SHARES OR SECURITIES GIVING A CLAIM TO THE COMPANY’S ORDINARY SHARES, RESERVED FOR EMPLOYEES ENROLLED IN AN EMPLOYER-SPONSORED SAVINGS PLAN
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Extraordinary Shareholders’
Meetings, having reviewed the Management Board Report and the Statutory Auditors’ Report that have been drawn up in compliance with the law, and in particular with the provisions of
Articles L.225-129 et seq, L.225-138 I and II and L.225-138-1 of the French Commercial Code, as well as Articles L.3332-1 et seq of the French Labor Code, 1) Hereby authorize the Management Board to decide an increase of the share capital, in one or several times, within the timeframe, conditions and proportion it determines at its own discretion, through the issue of ordinary shares or securities giving a claim to the Company’s ordinary shares reserved to present or former employees, corporate offi cers and general insurance agents of the Company or its affi liated entities within the meaning of Article L.225-180 of the French
Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor Code, who are enrolled in the Company’s or the AXA Group’s employer-sponsored savings plan(s).
2) Resolve to waive the preferential subscription rights of shareholders in favor of subscribers of an employersponsored savings plan, with respect to ordinary shares and securities to be issued, possibly for free, by virtue of this resolution. Furthermore, this resolution entails a waiver by shareholders of their preferential subscription rights on ordinary shares to which the securities issued by virtue of this authorization may give a claim to.
Articles, the maximum discount shall not exceed 20% off the average quoted price of the AXA share on Euronext Paris over the twenty trading days preceding the day on which the Management Board formally resolve the opening date of the subscription period. Notwithstanding the above, the shareholders expressly authorize the Management Board to reduce or suppress the aforementioned discount, as it deems appropriate, in particular in order to consider the new international accounting standards, or, inter alia, legal, accounting, tax or social provisions applicable in some benefi ciaries’ country of residence. The Management Board may also replace all or part of the discount by the grant of ordinary shares or securities giving a claim to the Company’s capital, in application of the provisions hereinafter.
5) Resolve that the characteristics of any other securities giving a claim to the share capital of the Company shall be determined by the Management Board in accordance with the conditions set forth by applicable laws and regulations.
6) Hereby grant full authority, subject to the limits and conditions stipulated hereinbefore, to the Management Board to determine the terms and conditions of such transactions, in particular to: • resolve that the issues may be subscribed directly by benefi ciaries or through an organisme de placement collectif en valeurs mobilières (OPCVM) mutual fund ; • reduce, if need be, the scope of companies participating in the offer as compared to the scope of companies eligible for the employer-sponsored savings plan; • determine the terms and conditions of the issues to be carried out by virtue of this authorization, in particular as regard to dividend earning, paying up, subscription price of ordinary shares or other securities giving a claim to the capital, in accordance with the applicable laws and regulations; • determine the opening and closing dates of the subscription period; • set the deadline for paying up of the subscribed ordinary shares or other securities giving a claim to the capital; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • record the completion of the capital increase to be carried out, within the limit of the number of shares or other securities giving a claim to the capital to be subscribed; • at its sole discretion and as it deems appropriate, charge the expenses related to the capital increases on the amount of the resulting premiums, and deduct from this amount the sums required to bring the legal reserve to one-tenth of new share capital after each increase; • take all necessary measures for the furtherance of the capital increases, undertake all subsequent formalities, in particular for the listing of the securities thereby created, and, in general, take all necessary measures.
AUTHORIZATION GRANTED TO THE MANAGEMENT BOARD IN ORDER TO INCREASE THE SHARE CAPITAL OF THE COMPANY BY ISSUING ORDINARY SHARES, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, IN FAVOR OF A CATEGORY OF BENEFICIARIES
Auditors’ Report, pursuant to the provisions of Articles L.225129 et seq and L.225-138 of the French Commercial Code, 1) Authorize the Management Board to decide an increase of the share capital, in one or more times, by issuing ordinary shares, within the limit of a nominal amount of €150 million; it is specifi ed that this limit is common to the capital increases that may be carried out pursuant to the twelfth resolution hereinbefore. These issues are reserved to the category of benefi ciaries defi ned hereafter.
2) Resolve that the Management Board will have full authority, with the option to sub-delegate authority under legal conditions, to implement this resolution, and in particular to: • set the fi nal amount of the capital reduction; • charge the differential between the book value of the cancelled ordinary shares and their nominal amount on any available reserves accounts and premiums; • determine the terms and acknowledge the completion of the capital reduction and to amend the Bylaws accordingly; • and undertake all steps, formalities and disclosures to relevant organizations, and in general, to take all necessary measures.
CHANGE IN THE GOVERNANCE STRUCTURE OF THE COMPANY; AMENDMENTS OF THE BYLAWS ACCORDINGLY; ACKNOWLEDGMENT OF THE CONTINUITY OF AUTHORIZATIONS AND DELEGATIONS GRANTED TO THE MANAGEMENT BOARD IN FAVOR OF THE BOARD OF DIRECTORS
Meetings, and having reviewed the Management Board Report and the Appendix to the resolutions, hereby resolve to modify the organization of the Company’s administration and management through the adoption of a governance structure with a Board of Directors governed by Articles L. 225-17 to L.225-56 of the
As a consequence of the aforementioned, the shareholders: ■ N ote that the functions of the members of the Supervisory
Articles 1, 2, 4, 6, 9 to 21, 23 and 24 of the Bylaws which amended version appears in the Appendix to the resolutions; ■ A cknowledge that this resolution shall not impact the amendments of Bylaws approved by the General Shareholders’
“shareholders” by the term “Shareholders” in Title III relative to the Board of Directors and in Title IV relative to the Executive
Extraordinary Shareholders’ Meeting on April 22, 2008 for a period of 38 months expiring on June 22, 2011 (Authorization granted to the Management Board to allot free shares to employees and eligible corporate offi cers of the AXA Group),
Extraordinary Shareholders’ Meeting on April 22, 2008 for a period of 38 months expiring on June 22, 2011 (Authorization granted to the Management Board to allot stock purchase and/or stock subscription options to employees and eligible corporate offi cers of the AXA Group),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital by means of capitalization of reserves, earnings or premiums),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares or securities
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights of
(Authorization granted to the Management Board to increase the amount of the initial issue of shares or securities, with or without preferential subscription rights, decided respectively by virtue of the twelfth to fourteenth and sixteenth to eighteenth resolutions),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares or securities giving a claim to the Company’s ordinary shares, in the event of a public exchange offer initiated by the Company),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to issue ordinary shares as a result of an issue, by subsidiaries of the Company, of securities giving a claim to the Company’s ordinary shares),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to issue securities that entitle to an allotment of debt instruments, without increase of the Company’s share capital),
III relative to the Board of Directors and in Title IV relative to the Executive Management with the purpose of taking into account the defi nitions included in the amendments of
Fully paid up shares may be held in registered form or in bearer form as the holder so chooses, subject to applicable legal and regulatory provisions.
Company by registered letter with acknowledgment of receipt within five days from the threshold crossing. This notification shall detail the total number of shares and voting rights held
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 as well as the total number of securities giving a differed claim to the share capital and the potential voting rights attached thereto.
In the event of failure to comply with the notification requirements described above, shares exceeding the fraction that should have been notified will be deprived of voting rights at Shareholders’ Meetings if, at such meetings, the notification failure has been recorded and if one or more shareholders jointly holding at least 5% of the share capital so request.
When it is required to hold a certain amount of securities to exercise a given right, holders of isolated securities or holders who do not have the requisite number of securities may not exercise such right unless they personally attend to regroup, purchase or sell, as the case may be, the matching number of outstanding securities.”
Directors, with the option to sub-delegate authority under legal conditions, to undertake all formalities and fi llings required in view of the aforementioned amendments of the Bylaws.
APPOINTMENT OF MR. HENRI DE CASTRIES TO THE BOARD OF DIRECTORS
Mr. Denis Duverne to the Board of Directors for four years pursuant to Article 10 of the Bylaws. His term of offi ce will expire at the end of the General Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, having reviewed the Management Board Report and subject to the approval of the fi fteenth resolution hereinbefore relative to the change in the Company’s governance structure, hereby appoint Mr. Jacques de Chateauvieux to the Board of Directors for three years. Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to his remaining term of offi ce as member of the Supervisory Board and will expire at the end of the General
Shareholders’ Meeting convened in 2013 to approve the fi nancial statements of the preceding fi scal year.
Mr. Jean-Martin Folz to the Board of Directors for one year.
Mr. Anthony Hamilton to the Board of Directors for three years.
Mr. François Martineau to the Board of Directors for two years.
Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to his remaining term of offi ce as member of the Supervisory Board and will expire at the end of the General Shareholders’ Meeting convened in 2012 to approve the fi nancial statements of the preceding fi scal year.
APPOINTMENT OF MR. RAMON DE OLIVEIRA TO THE BOARD OF DIRECTORS
Mr. Ramon de Oliveira to the Board of Directors for three years.
Mr. Michel Pébereau to the Board of Directors for three years.
Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to his remaining term of offi ce as member of the Supervisory Board and will expire at the end of the General Shareholders’ Meeting convened in 2013 to approve the fi nancial statements of the preceding fi scal year.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, having reviewed the Management Board Report and subject to the approval of the fi fteenth resolution hereinbefore relative to the change in the Company’s governance structure, hereby appoint Mr. Ezra Suleiman to the Board of Directors for one year.
Mrs. Isabelle Kocher to the Board of Directors for four years.
Mrs. Suet-Fern Lee to the Board of Directors for four years.
Shareholders’ Meeting convened in 2012 to approve the fi nancial statements of the preceding fi scal year; ■ R esolve that (i) if several of the 31st to 36th resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor”
APPOINTMENT OF MR. SÉBASTIEN HERZOG TO THE BOARD OF DIRECTORS UPON PROPOSAL OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP
APPOINTMENT OF MR. RODNEY KOCH TO THE BOARD OF DIRECTORS UPON PROPOSAL OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP
Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year; ■ R esolve that (i) if several of the 31st to 36th resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor”
■ H ereby appoint Mr. Jason Steinberg as member to the Board of Directors for four years. Pursuant to Article 10 of the
Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year; ■ R esolve that (i) if several of the 31st to 36th resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor”
SETTING OF THE ANNUAL AMOUNT OF DIRECTORS’ FEES ALLOCATED TO MEMBERS OF THE BOARD OF DIRECTORS
AUTHORIZATION TO COMPLY WITH ALL FORMAL REQUIREMENTS IN CONNECTION WITH THIS MEETING
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, hereby grant full authority to the bearer of an original, an extract or a copy of these minutes to comply with all formal publications, fi lings and other requirements and, in general, to take all necessary measures.
APPENDIX TO THE RESOLUTIONS: AMENDMENTS OF THE B YLAWS RELATED TO THE FIFTEENTH RESOLUTION
The Company is a public company identifi ed as société anonyme under French law.
It is governed by existing and future legal and regulatory provisions, as applicable, and by these Bylaws.
It may be transferred to any location within the same department or an adjoining department, upon decision by the Board of
Any delay in due installments shall automatically entail interests at the legal rate in force plus two points per day into arrears without prior legal action or formal notice being necessary, and without regard to extra time distance may require.
A - Appointment 1. The Company shall be administered by a Board of Directors.
The number of directors shall not be less than three and not more than eighteen.
Members of the Board of Directors shall be appointed by a majority of the votes cast at an Ordinary Shareholders’
In the event of one or more vacancies, the Board of Directors may appoint temporary members before the next General
Temporary appointments made by the Board of Directors are subject to ratifi cation by the next Ordinary Shareholders’
In the event the Board of Directors was to be replaced in its entirety, half of the members, rounded to the nearest lower number if need be, would have a two-year term of offi ce.
4. An individual aged seventy or older may be appointed or reappointed to the Board of Directors exclusively for a two- year term of offi ce. His/her term of offi ce can be renewed.
When the permanent representative of a legal entity member of the Board of Directors reaches seventy-year old, the legal entity is deemed to have resigned automatically unless it designates a new representative within three months.
Members of the Board of Directors may be dismissed at any time upon decision of the Ordinary Shareholder’s Meeting.
Board of Directors who represents employee shareholders shall be appointed by the Ordinary Shareholders’ Meeting in accordance with applicable regulations and these Bylaws.
Management may regroup on the one hand the supervisory boards of funds that hold the assets of AXA
employee shareholders in France, and, on the other hand the supervisory boards of funds that hold the assets of AXA employee shareholders in countries other than France. Each grouping of funds may nominate two candidates at most.
The consultation of employee shareholders may be carried out using any technical mean that guarantees reliability of vote, including by way of electronic or mail voting. Each employee has as many votes as shares held, either directly or indirectly, including via units held in a mutual fund with individual exercise of voting rights.
c) Any candidate must stand with a substitute. The substitute shall replace the candidate with who he/she has been appointed following the procedures described in paragraphs 3.a) and 3.b) above when the candidate defi nitely terminates his/her term of offi ce. In this case, the substitute will replace the candidate for the remaining duration of his/her term of offi ce, subject to an appointment by the Ordinary Shareholders’ Meeting.
5. Unless otherwise specifi ed by applicable laws and regulations or these Bylaws, the Executive Management shall determine the terms and conditions for the nomination of the candidates and their respective substitutes. This includes the conditions pertaining to the timetable of nomination.
General Shareholders’ Meeting convened to appoint the member of the Board of Directors representing the employee shareholders.
This member of the Board of Directors shall not be taken into account when determining the minimum and maximum numbers of Board members pursuant to Article L.225-17 of the French Commercial Code.
8. In the event of defi nitive termination, in the course of his/her term of offi ce, of the employee shareholders representative’s functions to the Board of Directors, the appointment of his/ her substitute shall be submitted to the approval of the very next Ordinary Shareholders’ Meeting. The substitute is appointed for the remaining term of offi ce of the Board member he/she replaces. In the event of the substitute’s defi nitive incapacity, the nomination of the candidates for the seat on the Board of Directors shall follow the same procedures as those indicated hereinabove, at the latest prior the very next Ordinary Shareholders’ Meeting or, if this meeting is held less than four months from the vacancy, prior to the following Ordinary Shareholders’ Meeting.
Board of Directors shall be appointed to serve a four-year term of offi ce.
In the period of time leading up to the appointment of the employee shareholders representative to the Board of
2. Notwithstanding the term of offi ce for which the Chairman is appointed, his/her functions shall terminate, at the latest, at the end of the Ordinary Shareholders’ Meeting convened to approve the fi nancial statements of the preceding fi scal year and held during the year the Chairman reaches the age of seventy.
3. The Chairman shall exercise the assignments and powers vested by law. He/she chairs over the meetings of the
He/she chairs the General Shareholders’ Meetings and draws up the reports required by law.
4. The Board of Directors may appoint, among its members who are individuals, a Vice-Chairman whose term of offi ce shall not exceed that of his/her term of offi ce as director.
The Vice-Chairman shall replace the Chairman in the event of temporary incapacity or death. In case of temporary incapacity, the replacement runs for the duration of the incapacity; in case of death, it runs until a new Chairman is appointed.
5. The Board of Directors shall determine the compensation of the Chairman.
7. The Chairman, the Vice-Chairman and the secretary may be dismissed at any time by the Board of Directors.
Company’s purpose, the Board shall consider any question related to the proper functioning of the Company and take all appropriate decisions for its business.
2. In accordance with and subject to legal provisions, meetings of the Board of Directors via videoconference or all other telecommunication means are valid.
In order to determine the quorum and the majority, directors participating to the meeting via videoconference or telecommunication means, compliant with applicable regulations, are deemed attending the meeting, unless otherwise provided by law.
A member of the Board of Directors may not be appointed as proxy more than once for the same meeting.
4. Meetings shall be chaired by the Chairman of the Board of
Directors, or, as the case may be, by the Vice-Chairman or any other director appointed by the Board.
6. An attendance register shall be kept and signed by the directors attending a meeting of the Board. The register shall indicate, as the case may be, the name of the directors who attend the meeting via videoconference or telecommunication means.
Directors shall be signed by the chairman of the meeting and one director, or, in the event of the chairman’s incapacity, by at least two directors.
These minutes include the statements required by applicable regulations as well as, if necessary, the indication of any technical problem with the videoconference or telecommunication mean if it interfered with the course of the meeting.
2. The Board may also compensate its members for the performance of special tasks or assignments it has entrusted them, under the conditions provided by law.
They are convened to all meetings of the Board of Directors and take part in the deliberations but shall not have a voting right.
Article 17 – Organization of the Executive Management 1. In accordance with applicable laws, the Executive
Management of the Company shall be assumed either by the Chairman of the Board of Directors or by the Chief
Shareholders and third persons shall be informed of this choice pursuant to applicable legal and regulatory provisions.
Directeur Général) and is subject to the applicable legal provisions relating to the Chief Executive Offi cer. In this case, pursuant to Article 11 4 of the Bylaws, the appointment of a
Executive Offi cer, among or outside the directors, determine his/her term of offi ce and, as the case may be, impose limitations on his/her powers.
Chief Executive Offi cer shall represent the Company vis-àvis third parties.
Chief Executive Offi cer shall be subject to prior authorization by the Board.
No more than two Deputy Chief Executive Offi cers may be appointed.
Chief Executive Offi cer is appointed, his/her functions shall terminate at the latest at the end of the Ordinary
Offi cer, the Deputy Chief Executive Offi cer remains in offi ce until appointment of a new Chief Executive Offi cer.
3. The Deputy Chief Executive Offi cers may be dismissed at any time by the Board of Directors, upon proposal of the
The Deputy Chief Executive Offi cers shall have the same powers as the Chief Executive Offi cer vis-à-vis third parties.
Article 20 – Compensation of the Chief Executive Offi cer and the Deputy Chief Executive Offi cers
The compensation of the Chief Executive Offi cer and the Deputy
Chief Executive Offi cers shall be determined by the Board of
Any agreement that is entered into, either directly or through another person, between the Company and a member of its
Chief Executive Offi cers or a shareholder holding a percentage of the voting power above the applicable threshold (if such shareholder is a legal entity, the company that controls it within the meaning of Article L.233-3 of the French Commercial Code)
Offi cer or a Deputy Chief Executive Offi cer of the Company has an ownership interest in the latter; is an unlimited partner, manager or trustee; is a member of its supervisory board; or, in general, is a director and/or offi cer therein.
The foregoing provisions do not apply to agreements for ongoing business operations conducted in an usual way. However, the existence of such agreements shall be disclosed by the interested person to the Chairman of the Board of Directors, except for agreements which purpose or fi nancial commitments have no material signifi cance for any party. The list of agreements and their purpose shall in turn be disclosed by the Chairman to the members of the Board of Directors and to the Statutory Auditors of the Company.
The shareholders meet and deliberate in accordance with the applicable legislation. In particular, any shareholder may vote at Shareholders’ Meetings via videoconference or telecommunication means allowing the identifi cation of shareholders, in the conditions provided for by law and subject to the approval by the Board of Directors published in the notice of meeting.
Any shareholder may attend such meetings either in person or by proxy upon proofs of identity and holding of shares under the terms and conditions set by applicable laws and regulations.
However, recorded shareholders of fully paid up registered shares held at least for two years at the end of the fi scal year preceding the meeting date shall have double voting right for one share. In the event of a capital increase by capitalization of reserves, earnings, issue or merger premiums, the registered shares granted for free to a shareholder shall immediately entail double voting right, upon their issue, if the corresponding shares already held the shareholder allowed him/her to exercise double voting rights.
Board of Directors or, in his/her absence, by a director specifi cally appointed by the Board. If not, shareholders shall themselves appoint a c hairman of the meeting.
At the end of the fi scal year, the Board of Directors shall provide for an income statement, a balance sheet as well as their complementary annex. It also draws a management report.
Amounts required by law to be set aside as reserves are fi rst deducted from each year’s income, reduced by previous losses as the case may be.
Income available for appropriation represents the Company’s earnings for the fi scal year, reduced by any previous loss and amounts to be set aside as reserves pursuant to the law or the
The Board of Directors may decide to make one or more interim dividends distribution under the terms and conditions provided by law.
Mr. Henri de Castries is a graduate of the École des Hautes Études
After graduating from ENA, Mr. de Castries began his career with the French Finance Ministry Inspection Offi ce. Mr. de Castries joined
Member of the AXA Management Board, in charge of Finance, Strategy and Operations
BOURBON. From 1989 to 2001, he developed BOURBON into an international conglomerate and then listed the Company on the Paris Stock Exchange in 1998. From 2001, he has refocused
Chairman of the AFEP (Association Française des Entreprises Privées) (u ntil march 2010)
Senior Executive Vice-President and then Chief Executive Offi cer of Jeumont-Schneider (a Schneider subsidiary). In 1987, he was appointed Chief Executive Offi cer of Péchiney and Chairman of
Béghin-Say. Mr. Jean-Martin Folz joined PSA Peugeot Citroën in 1995 and became Chairman of the Management Board in 1997.
He left PSA in February 2007. From June 2007 to March 2010, he was Chairman of the AFEP.
Non-executive Chairman of AXA UK plc (United Kingdom) and AXA Equity & Law plc (United Kingdom)
Number of AXA shares held as of December 31, 2009: 36,290
Executive Offi cer in 1994. In 1993, he became a non-executive d irector of AXA Equity and Law plc (Chairman, 1995) and in 1997 a non-executive d irector of AXA UK plc. Since September 2000,
Number of AXA shares held as of December 31, 2009: 2,167
Conférence”. In 1985, he was a lecturer at the University Paris I
Number of AXA shares held as of December 31, 2009: 5,026
Mr. Giuseppe Mussari is a graduate in Law of the University of
Sienna (Barrister registered in the Rolls of the Court of Sienna since 1993). In 1998, he became Deputy Chairman of the Criminal
Banca Monte dei Paschi di Siena S.p.A., Chairman of the Board
Number of AXA shares held as of December 31, 2009: 100
Mr. de Oliveira spent 24 years at JP Morgan & Co. From 1996 to 2001, Mr. de Oliveira was Chairman and CEO of JP Morgan
Mr. de Oliveira was the only executive from JP Morgan & Co.
asked to join the Executive Committee of the new fi rm with operating responsibilities. Between 2002 and 2006,
University. Mr. Ramon de Oliveira is the Managing Director of the consulting fi rm ROC Partners, based in New York city.
Friends of Education (a New York-based not-for-profi t organization), Chairman of the Board
Number of AXA shares held as of December 31, 2009: 6,139
Offi cer from 1987 to 1993. In 1993, he became Chairman and
Director or member of the Supervisory Board: ■ Dresdner Bank AG (Germany)
Number of AXA shares held as of March 15, 2010: 2,720
Vice-Chairman of Coca Cola Enterprises – Europe Group in 2002. From January 2003 to May 2005, she was Chairman of Coca-Cola Enterprises – Groupe Europe. Since May 2005,
CIAA (Confederation of the Food and Drink Industries of the EU), member of the Executive Committee and member of the Board
Since 2009, Mrs. Isabelle Kocher has been CEO of Lyonnaise des Eaux, Head of Water Development in Europe.
Number of AXA shares held as of March 4, 2010: 4,000
Board, a member of the Advisory Board to the Law School at Singapore Management University, a trustee for Nanyang
Senior Vice-President & Associate General Counsel - AXA Financial, Inc. (United States)
Mr. John Coultrap is a graduate of the École Nationale d’Administration (ENA), The Johns Hopkins University and The
APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS, UPON THE RECOMMENDATION OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP (NOT APPROVED BY THE MANAGEMENT BOARD)
Senior Branch Operations Manager in Southeast Marketing Center – AXA Equitable (Atlanta -
Branch Operations Manager for the Southeast Marketing Center of AXA Equitable (United States).
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held as of December 31, 2009: 4,180
Berlin). In 1998, he joined the AXA Group as Financial Operations
Manager of AXA Real Estate Investment Managers. In 2002, he joined AXA Investment Managers as Corporate Finance Offi cer at the Corporate Finance Department and became then Head of the Department in 2004. Since 2007, Mr. Sébastien Herzog has been Head of Business Strategy and Finance and member of the Management Committee of Investment Solutions within AXA
Mr. Jason Steinberg is a graduate of the State University of
Black Belt, AXA Way. Since 2009, Mr. Jason Steinberg has been
Additional information concerning the social and environmental policy and practices of the AXA Group is available in the Activity and Corporate Responsibility Report (hereinafter referred to as the “Activity Report”) and on the AXA Group’s website
Section. The Activity Report is available on the www.axa. com website (www.axa.com) or upon request to the Individual
AXA strives to be a responsible employer, placing employee engagement at the heart of its business strategy. Achieving this means creating a workplace built on AXA’s Values that fosters diversity and equal opportunities for all, promotes employee participation, encourages professional development, and supports employee well-being.
In 2009, AXA Group had to adapt to face the fi nancial crisis. This resulted in a decrease of 5,6% of the workforce over 2008. On the 31st of December 2009, the AXA Group’s workforce totalled more than 128,000 employees. Despite this diffi cult context,
AXA continued to recruit and pursued its ambitious employees development plans. AXA’s internal opinion survey Scope 2009 shows a high satisfaction level amongst our employees: 73%
think that their job is a source for personal growth and fulfi lment.
in the Americas (no change) and 2% in Africa (vs. 1%).
The average age of employees at AXA is 40 years. It is higher in
Europe (42) and in the Americas (39) than in emerging markets
Sales force numbers dropped in China and India, whilst layoff plans resulted in the cutting of 3,400 non-sales jobs in the world.
In addition, AXA outsourced 1,528 back-offi ce jobs in India and the United Kingdom.
United Kingdom and the Asset Management business line. This partly compensated for a conservative recruitment policy in some entities.
The introductory section of the Group EWC agreement is based on a number of international benchmark documents, such as the
Absenteeism decreased slightly, with signifi cant regional discrepancies; it increased in Europe (+0.3 points) and decreased in all other regions.
“Family Care”, a structure that provides individual and affordable solutions for the families of AXA employees requiring assistance
Certain local AXA entities have started to include environmental considerations in their profi t sharing agreement. For example,
Board. At the entity level, 47 Diversity Champions have been appointed and are supported by Diversity Correspondents who implement action plans. A Group Diversity Council was formed in
“Train pour l’emploi et l’égalité des chances” (a diversity-oriented recruitment roadshow), and the “Charte de la Parentalité” (a recognition of the role of fatherhood in work life balance). AXA
Executive Committee is compose of 3 women and 4 men, the percentage of female managers (44%) is signifi cantly higher than the Turkish average and that of many other European countries.
Beside the aforementioned gender-based inclusion policies and practices, AXA entities also promote the integration of disabled employees. The number of disabled employees increased by 2.8% over 2008, especially in Ukrania , France and Spain. For example, AXA Germany signed a specifi c agreement with its
Works Council, which also represents all disabled employees at the Company. Specifi c facilities accessible for the handicapped are now provided, such as adapted elevators, even fl oors and doorsteps, special rest room facilities and ramps. Furthermore, the workspace is modifi ed if an employee needs special arrangements due to a personal handicap. AXA France’s “Mission
AXA’s local entities develop schemes to monitor and improve their employees’ health. For example, in connection with exercise, relaxation, diet, and ergonomics, AXA Winterthur
The Group’s Human Resources policy is based on a management style that intends to empowers people, in line with AXA’s core values: professionalism, innovation, pragmatism, team spirit and integrity. In practice, this means ensuring that employees clearly understand what the top priorities are and defi ning individual objectives with them during annual performance appraisals.
Despite the fi nancial downturn, AXA’s engagement in favour of competencies development remains high: 80% of our employees were trained during the year (vs. 75% in 2008). Training will remain at the top of our HR priorities, as we are setting ambitious targets for 2010.
Beside the aforementioned societal benefi ts derived from our activity as an insurer and investor, AXA’s main efforts towards the community focus on the following areas: ■ S upporting disadvantaged people through the Group employee volunteering programme, AXA Hearts In Action. In 2009, more than 20,000 AXA Hearts In Action volunteers around the world made their skills, time and generosity available to support some 650 associations with a view of helping underprivileged people; ■ R esearch and education: the AXA Group has created in 2007 the AXA Research Fund to encourage research in a number
AXA has offered to the Louvre Museum a master painting from Le Nain, Le Reniement de Saint Pierre. More detailed information on these initiatives, and others implemented by
in India and Mexico, catering both for low and middle-class income individuals. Other micro insurance projects are being investigated in other AXA entities. See www.axa.com for further information.
In 2006, AXA’s Supervisory Board adopted a new version of its
(www.axa.com). The purpose of the Guide is to establish Groupwide guidelines and rules to ensure that all AXA Group companies and employees have a common understanding of applicable ethical standards and conduct business accordingly.
AXA also made formal commitments to comply with and promote its ten guiding principles in the areas of human rights, labor, environment and anticorruption (see AXA’s public
“Communications on Progress” on the UN Global Compact’s website). These principles are derived from the Universal
AXA is a major purchaser of products and services for the purpose of its internal operations and services provided to policyholders. This signifi cant volume of purchases, for a total value of exceeding €11 billion in 2009, opens up an additional fi eld of action for the Group in promoting Corporate Responsibility. In particular, the Group applies social and environmental criteria to select its suppliers and assess their performance. These criteria enable the Group to improve service quality and reduce certain supply chain risks. Since 2008, AXA has assessed, with the assistance of a specialized service provider, an in-depth analysis of the Corporate Responsibility performance of approximately 150 local and group suppliers. The goal of this analysis was to identify the main risks and give suppliers a tangible incentive to improve their practices. A new evaluation has been realized for suppliers identifi ed as being “at risks” and 76% of them have shown signifi cant progress. Since 2009, buyers objectives include CR performance follow-up of already assessed suppliers.
In addition, the Group Procurement Department developed a matrix to assess Sustainable Development risk and opportunities for each purchasing category. Thanks to this tool, purchasers have a detailed view of the stakes involved for each supplier and can prioritize their improvement plans. Finally, a “Corporate
Responsibility clause” requiring suppliers to make a formal commitment to uphold ILO principles is included in 84% of
WORKFORCE (number of persons) as at December 31 2008 data Change 2008/2009 2009 data
Average FTE (Full Time Equivalent) of temporary employees 2,932 -14% 2,532
(a) As a result of a redefi nition of India’s managers of agents, 2008 data were adapted as follows: 4,284 managers were reallocated in total; of which 4,044 to salaried salesforce, and 240 to the experts and staff category. This reassignment also affects the “changes in staffi ng level” section for this population.
Total gross payroll for sales and non-sales employees (k€) (a) 6,930,411 -2,2% 6,775,289
AXA is committed to reducing its direct impact on the environment by actively managing our waste, emissions, and our consumption of natural resources. AXA is also aware of the role it can play in promoting environmental awareness amongst its stakeholders, contributing to improve the understanding of global environmental risks, and committing to support the fi ght against climate change or any other environmental protection efforts.
AXA’s direct operations, focusing on fi nancial services, do not signifi cantly impact the environment. AXA does not produce any signifi cant emissions into air, water and soil, with the exception of
. No complaints relating to noise and odor issues were fi led against the Group. AXA’s operations and land use (2,330,602 m2 of offi ce space and 873,423 m2 of open spaces) do not signifi cantly threaten biodiversity.
Carbon dioxide is the most signifi cant greenhouse gas emitted by
AXA (related to fossil fuel and electricity consumption). Electronic waste is AXA’s most hazardous type of waste. Paper is the most signifi cant raw material consumed by AXA. As a result, AXA’s environmental reporting and management processes focus on energy, water and paper consumption, as well as CO
emissions, paper and water. These were successfully achieved for energy and CO
In 2009, AXA set new quantitative targets for its Key Performance
emissions, paper (1) and water consumption for the 2008-2012 period: ■ P ower consumption (kWh/Full Time Employee [FTE]): 20%
emissions (T eq. CO2/FTE): 20% reduction; ■ W ater consumption (m3/FTE): 15% reduction; ■ P aper consumption (kg/FTE): 15% reduction.
The AXA Group’s Corporate Responsibility Department coordinates a network of dedicated environmental managers and employees in local subsidiaries. AXA is working with these managers to analyze indicators, identify performance targets and promote the sharing of best practices. In 2009, the Group’s
(FTE)) so as to provide a more representative view of its ecological footprint. Of note, only sites featuring more than 50 FTEs are included in the targeted scope. It now embraces 41 countries over fi ve continents. The scope of the 2009 annual environmental reporting is stable compared to 2008 (including 268 operating sites, covering 82% of the AXA employees, which is considered adequate to represent the Group’s overall performance), with much effort focused on improving data collection accuracy through new tools enabling better data analysis .
emissions related to commuting from home to work, included all 41 countries in the reporting scope and was available in 20 languages. Environmental protection tips were provided at the same time. In addition to increasing employees’
awareness on climate change issues, this survey helps refi ne the Group’s estimated carbon footprint by revealing the share attributable to workplace commuting.
Activity and Corporate Responsibility Report. In 2009, 34 sites were reported to have an environmental certifi cation.
market. The Group is ranked above average in its industry and is also included in the three main international ethical indexes: DJSI
CSR areas, they generally indicate that AXA has developed sound environmental management policies and practices.
AXA’s power consumption per FTE decreased by 7% in 2009 compared to 2007. The proportion of renewable energy consumed by AXA’s premises is 23%. AXA’s premises use electricity (80% of fl oor space), gas (15% of fl oor space) and fuel
These include for example the rolling out of a “Green IT” strategy by AXA Technology Services, the Group’s IT subsidiary, affi liated with the Climate Savers Computing Initiative (an environmental standards benchmark for all computers, screens and printers).
“green renovation” work on existing buildings. AXA Germany’s headquarters in Cologne re-uses heat produced by the central IT
(India) uses compact fl uorescent lamps and motion sensors to control lighting and appliances, and has installed solar panels on its buildings. AXA MPS has been certifi ed as a company that supports energy production from renewable sources, with the possibility to use the brand “Energia Pura” provided by Enel,
emissions per FTE related to energy and business travel (air, rail and car fl eet) were reduced by 29% between 2007 and 2009. 61% of Group CO
from Business Travel (air and train) and 17% from AXA vehicle fl eet. Employee commuting-related CO
/ electric bikes and received an award for promoting the use of bicycles in its operations. AXA started rolling out its Telepresence facilities in 2008. In 2009, the Group had 35 Telepresence rooms in 12 countries, which are estimated to have saved 3,100 T eq. CO
In France, 570 employees used the site at year end 2009, and an average 600 car-sharing offers are active. AXA France also implemented eco-driving courses for sales teams in certain regions, which led to an average 12% in fuel savings. AXA UK
launched extensive internal awareness campaigns with its “Cut a kilo for World Environment Day” event and “kick the CO
AXA’s water consumption per FTE decreased by 3% between 2007 and 2009. Related initiatives include AXA Winterthur, which has fi tted water-saving faucets throughout the building of the head offi ce. AXA Corporate Solutions improved its cooling towers to reduce water consumption.
AXA is working on increasing the volume of paper from recycled sources or sustainably managed forests, but has decrease its overall consumption due to the integration of additional volumes of marketing and distribution paper. In 2009, 31.4% of AXA’s total paper consumption is from these sources (58% of offi ce paper is from recycled sources compared to 20% of marketing and distribution paper).
Related initiatives include efforts by AXA Spain to use a much shorter version of its car insurance policy to be signed and returned by customers (from 16 sheets of paper down to 1 sheet; the savings are estimated at 580 tons of paper per year).
AXA PPP (UK) reduced the overall amount of paper used by over 22%, while the use of recycled and mixed Forest Stewardship
AXA Spain which seeks to raise awareness on waste segregation among employees through special information materials and volunteer employees explaining to their peers the rules of recycling, or AXA France which collects compact fl uorescent lamps and used mobile phones, the latter being recycled by work-integration organisations.
In addition to reducing its operational environmental footprint, the Group seeks to minimize its “indirect” impact on the environment by offering insurance and investment solutions to promote environmentally-friendly behavior. Some of the initiatives put in place pursuant to this aim in the areas of
IM, AXA Group Asset Management subsidiary, has developed a range of investment products and shareholder engagement services integrating in particular environmental considerations, and applies environmental criteria to its real estate investment portfolio. These examples are described in the Activity Report and on AXA’s website www.axa.com.
such as fuel tanks for backup electricity generators, or major air conditioning systems. In 2009, the Group reported 46 sites with a specifi c permit. Their impact on the neighboring environment is minimal. Nevertheless, being classifi ed, those facilities benefi t from adequate maintenance and their compliance with local legal obligations is monitored regularly. The full range of expenditures incurred to promote environmental preservation is minor, local and of a heterogeneous nature, and as such, is not monitored at Group level. No specifi c provisions or guarantees covering environmental risks have been set aside, considering the limited litigation risks arising from the management of AXA’s direct environmental footprint.
emissions resulting from business travel: AXA vehicle fl eet T eq. CO
emissions resulting from onsite power consumption and business travel (airplane, train, AXA vehicle fl eet) per person T eq. CO
KPI: Marketing and distribution paper consumption per customer (i) kg/customer 0.149
(a) In 2009, environmental indicators were collected for sites representing 99,296 FTEs and were then extrapolated, continent by continent, to cover all 121,108 salaried FTEs working at the AXA Group as of 31/12/2009. In 2008, this process took place on the basis of data collected from 98,918 FTEs, extrapolated to 121,990 FTEs.
(c) This data has been collected from 94,563 FTEs. Entities reduced their business travel signifi cantly due to budget constraints in 2009, which explains this decrease compared to 2008. AXA Assistance France excluded repatriation data in its 2009 reporting, which also helps explain this decrease.
(f) This data does not include company cars, to avoid double counting with the AXA vehicle fl eet data.
(h) A new data collection method was put in place in 2009, which included signifi cant and previously unidentifi ed sources of paper consumption related to business operations (marketing materials, sales brochures and customer invoicing, etc). These new paper streams are now better identifi ed and included in the reporting process. We have now separated paper consumption into “offi ce paper” and “marketing and distribution paper” to track these consumption fl ows more accurately.
(i) The Group has 94,356,994 customers, as per data collected by Group Marketing.
19. Table of the capital increase delegations 435 to 436 20. Table of the Company’s fi nancial results over the last fi ve years 443 21. Chairman of the Supervisory Board’s Report 418 to 425
APPENDICES A APPENDIX X COMMISSION REGULATION OF APRIL 29, 2004 CORRESPONDENCE TABLE
16. Board practices 16.1. Date of expiration of the current term of offi ce 104 and 114 16.2. Information about members of the management bodies’ service contracts with the issuer or any of its subsidiaries 111 and 117 16.3. Information on the Audit Committee and the Remuneration Committee 111 to 112 and 113 16.4. Statement of compliance with the country of incorporation’s corporate governance regime 102 and 424 to 425 17. Employees 17.1. Number of employees 120; 537 to 539 17.2. Shareholdings and stock options 135 to 145 and 153 to 155 17.3. Arrangements for involving the employees in the capital of the issuer 160 and 168 to 169 18. Major shareholders 164 to 167 19. Related party transactions 168 to 169 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information * 214 to 403 20.2. Pro forma fi nancial information n/a 20.3. Financial statements 214 to 225 20.4. Auditing of historical annual fi nancial information 404 to 405 and 434 20.5. Age of latest fi nancial information 430 to 431 20.6. Interim and other fi nancial information 430 to 431 20.7. Dividend policy 7 and 211 20.8. Legal and arbitration proceedings 401 to 402 20.9. Signifi cant change in the issuer’s fi nancial or trading position 49; 94 to 99 and 403 21. Additional information 21.1. Share capital 164 to 167 and 410 21.2. Memorandum and Articles of association 102; 103; 408 to 409 and 411 to 415 22. Material contracts n/a 23. Third party information and statement by experts and declarations of any interest n/a 24. Documents on display 433 25. Information on holdings 10 to 12 and 240 to 246 * Pursuant to Article 28 of Commission Regulation (EC) n° 809/2004 of April 29, 2004, the following items are incorporated by reference: ■ AXA’s consolidated fi nancial statements for the year ended December 31, 2008 and the Statutory Auditors’ report on them, respectively presented on pages 229-412 and on pages 413-414 of the Annual Report (Document de Référence), the French version of which was fi led with the AMF (Autorité
des marchés fi nanciers) on March 26, 2009 under reference n° D09-0158; ■ AXA’s consolidated fi nancial statements for the year ended December 31, 2007 and the Statutory Auditors’ report on them, respectively presented on pages 197-375 and on pages 376-377 of the Annual Report (Document de Référence), the French version of which was fi led with the AMF (Autorité
des marchés fi nanciers) on March 28, 2008 under reference n° D08-0156.
Description of the Company’s own share buyback program (art. 241-2) 161 to 163
Report of the Statutory Auditors on the consolidated fi nancial statements of the Group 404 to 405
Report of the Chairman of the Supervisory Board on the conditions of preparation and organization of the Board’s work and on internal control procedures 418 to 425
Report of the Statutory Auditors on the Report of the Chairman of the Supervisory Board 426 to 427
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