The total nominal amount of capital increases that may be carried out by virtue of this resolution shall not exceed €150 million, provided that this limit is common to the capital increases that may be carried out pursuant to the twenty-first resolution, but is separate and distinct from the upper limits of the capital increases resulting from the issues of ordinary shares, preferred shares or securities giving a claim on the share capital authorized by the other resolutions submitted to this general Meeting. If applicable, the nominal value of additional shares to be issued in order to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that can be issued by virtue of this resolution, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
2) Resolve to waive the preferential subscription rights of Shareholders in favor of members of an employee-sponsored Company savings plan, with respect to ordinary shares and securities to be issued, possibly for free allotment, 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.
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 eligible beneficiaries or through mutual funds; • reduce, if need be, the scope of companies participating in the offer as compared to the scope of companies eligible for the employer-sponsored Company 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, full payment, 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 full payment 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 to 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 those pertaining to the listing of the securities thereby created, and, in general, take all necessary measures.
The Management Board may delegate, to any person authorized by law, full authority to carry out the share capital increase, as well as the authority to postpone it, to the extent and in accordance with the terms and conditions that it may define beforehand.
Twenty-first resolution Authorization granted to the Management Board to increase the share capital of the Company by issuing ordinary shares, without preferential subscription rights, in favor of a category of beneficiaries The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, having reviewed the Management Board Report and the Statutory Auditors’ Special 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 increase the share capital of the Company, in one or more times, by issuing ordinary shares, within the limit of a nominal amount of €150 million, provided that this limit is common to the capital increases that may be carried out pursuant to the twentieth resolution hereinbefore, but is separate and distinct from the upper limits of the capital increases resulting from the issues of ordinary shares, preferred shares and securities giving a claim on the share capital authorized by the other resolutions submitted to this general Meeting. These issues are being reserved to the category of beneficiaries defined hereafter.
4) Resolve that the Management Board will have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, and in particular to: • set the date and the issue price of the new shares to be issued, as well as the other terms and conditions of the issues, including, the date – even retroactive – on which the shares to be issued will earn dividends, and the terms of payment of the issue price; • set the list of beneficiaries of the suppression of the preferential subscription rights within the category above defined, and the number of shares to be subscribed by each of them; • record the amount of the capital increase and amend the Bylaws accordingly; • charge, if need be, all expenses against the amount of the issue premiums; • take any measures necessary to the furtherance of the issues; • undertake all formalities resulting from capital increases and in general, to take all necessary measures.
This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 22, 2008 under the nineteenth resolution. It is granted for a period of 18 months starting from this Meeting.
This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 22, 2008 under the twentieth resolution. It is granted for a period of 18 months as from the date of this Meeting.
2) Resolve that the preferred shares to be issued pursuant to this resolution and to be named category B shares, will be deprived of voting rights at the Shareholders’ general meetings and will have the characteristics set out in amended Bylaws attached as an exhibit hereto. The proposal to amend the Bylaws is deemed to be part of this resolution.
4) Resolve to waive the preferential subscription rights of ordinary shareholders to the preferred shares to be issued pursuant to this delegation of authority and to reserve the entire subscription rights of such preferred shares for AXA Assurances IARD Mutuelle and for AXA Assurances vie Mutuelle, each of which is allowed to subscribe preferred shares up to the limit provided for in paragraph 3 of this resolution, pursuant to Article L.225-138 of the French Commercial Code.
Any issue of preferred shares implemented pursuant to this resolution shall be carried out within a period of 18 months, starting from the date of this Meeting.
The companies AXA Assurances IARD Mutuelle and AXA Assurances vie Mutuelle may not vote on this resolution.
The shares held by AXA Assurances IARD Mutuelle and AXA Assurances vie Mutuelle are not accounted for in the quorum and majority required for the approval of this resolution.
Twenty-fourth resolution Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred shares, with preferential subscription rights of ordinary shareholders Subject to the approval of the twenty-sixth resolution relating to the amendment of the Bylaws, the Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report as well as the Statutory Auditors’ Special Report and having noted that the Company’s share capital is fully paid up, in accordance with the provisions of Articles L.225-129-2, L.225-132 et seq. and L.228-11 et seq. of the French Commercial Code, 1) hereby authorize the Management Board to resolve one or several capital increases, in France or abroad, by issuing preferred shares with preferential subscription rights of ordinary shareholders. These preferred shares shall have the same nominal value as the Company’s ordinary shares.
3) Resolve that the aggregate amount of the share capital increases which may be raised through issues of preferred shares pursuant to this delegation and the delegations provided for in resolution 23 and 25, shall not exceed, in addition to the limits provided by law, €2 billion in total gross issue proceeds, subject to such amount not exceeding €1 billion in total nominal amount, without taking into account the nominal value of ordinary shares to be issued in order to safeguard the rights of owners of securities or other rights giving access to the Company’s capital, in compliance with applicable law and, if applicable, contractual terms providing for other cases of adjustment. These limits are separate and distinct from those provided for in resolutions 11 to 21 of this general Meeting.
6) Resolve that the issue price of the preferred shares to be issued pursuant to this resolution will be equal to the volume-weighted average quoted price of the AXA ordinary share on euronext Paris over the twenty trading days preceding the date on which the decision to issue is made. each new issue of shares of category B non-fungible with the prior issue(s) of preferred shares will result in the creation of a new category of preferred shares.
Twenty-fifth resolution Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred shares, without preferential subscription rights of ordinary shareholders Subject to the approval of the twenty-sixth resolution relating to the amendment of the Bylaws, the Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report as well as the Statutory Auditors’ Special Report and having noted that the Company’s share capital is fully paid up, in accordance with the provisions of Articles L.225-129-2, L.225-135, L.225-136 and L.228-11 et seq. of the French Commercial Code, 1) hereby authorize the Management Board to resolve one or several capital increases, in France or abroad, pursuant to a public offer and/or an offer as it is referred to in paragraph II of Article L.411-2 of the French Monetary and Financial Code made under the conditions and within the limitations set forth in the laws and regulations in force, by issuing preferred shares without preferential subscription rights of the ordinary shareholders. These preferred shares shall have the same nominal value as the Company’s ordinary shares.
4) Resolve that the Management Board may grant ordinary shareholders a priority right to subscribe shares as of right and/or on the basis of their exact rights, within the timeframe and under the conditions it will determine, for part or all of issues carried out by virtue of this resolution, and which shall be exercised pro rata the number of shares owned by each shareholder, in accordance with applicable laws and regulations.
2) Resolve, • to create a new category of shares of the Company, consisting of preferred shares named shares of category B, and in the event of successive issues of non-fungible preferred shares to create new categories of such preferred shares (called B1 for the first issue, B2 for the second issue and so on for the following issues); and
• that the Company’s share capital will therefore initially be divided into two categories of shares (i) shares of category A consisting of all existing ordinary shares of the Company, and (ii) shares of category B which may be issued.
3) grant full authority to the Management Board, including the option to sub-delegate authority pursuant to applicable law, to amend the Bylaws in accordance with this resolution and, in general, undertake all formalities and carry out all filings required in furtherance of the above-mentioned amendments of the Bylaws.
Twenty-seventh resolution Authorization to comply with all formal requirements in connection with this Meeting The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary 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, filings and other requirements and, in general, to take all necessary measures.
TITLE I > STRUCTURE – CORPORATE NAME – PURPOSE – OFFICE – TERM Article 1 – Corporate structure The Company is a limited liability company, known as Société Anonyme under French law, with a Management Board and a Supervisory Board.
It is governed by existing and future statutory and regulatory provisions as applicable and by these Bylaws.
Any instruments or documents intended to third parties shall contain the name of the Company, immediately preceded or followed by the words “Société Anonyme” or by the initials “S.A. – with Management and Supervisory Boards” as well as the amount of the share capital, including the place of incorporation and the registration number of the Company as recorded at the Trade and Company Register.
Article 3 – Corporate purpose The purpose of the Company is: • To have equity interests whatever their forms in any French or foreign companies or businesses, regardless of their legal corporate structure, to manage and, as the case may be, to dispose of said equity interests, as well as to take part in any and all transactions which directly or indirectly relate to the said purpose, or in furtherance thereof,
• And in particular, within this framework, to acquire and manage equity interests whatever their forms, directly or indirectly, in any French or foreign insurance companies or businesses,
• And, in general, to perform all industrial, commercial, financial, real estate or movable property transactions, directly or indirectly related to the purpose defined above or in furtherance thereof.
Article 4 – Registered office The Company’s registered office is located at 25, avenue Matignon, 75008 Paris, France.
It may be moved to any other location within the same district or in its surrounding area, upon decision of the Supervisory Board and subject to ratification by the following Shareholders’ ordinary general meeting, or to any other location as resolved by the Shareholders convened at an extraordinary meeting.
Article 5 – Term of the Company The term of the Company shall end on December 31, 2059 unless the Company is dissolved earlier or its term extended.
are fully interchangeable insofar as they bear the same ownership rights. In the event of profit distribution such as total or partial redemption of their capital value, holders of such shares shall be entitled to the same net amount and any taxes due or payable duties shall be evenly distributed among them
Successive changes in the share capital, contributions in cash or in kind received by the Company and the terms for issuance of shares in exchange thereof are set out in the attachments to the present bylaws.
The shares are divided into two initial categories: • the 2,089,158,169 ordinary shares of the Company, called category A shares (the “Ordinary Shares”); and • the preferred shares, called categories B shares, that may be issued by the Company pursuant to Articles L.22811 et seq. of the French Commercial Code (Code de commerce), and in the event of successive issues of nonfungible preferred shares to create new categories of such preferred shares (called B1 for the first category, B2 for the second one and so on for the following others) (together, the “Preferred Shares”).
In these Bylaws: • the Ordinary Shares and the Preferred Shares are defined together as the “Shares”; • the owners of Ordinary Shares are defined as the “Ordinary Shareholders”; • the owners of Preferred Shares are defined as “Preferred Shareholders”; and • the Ordinary Shareholders and the Preferred Shareholders are defined collectively as the “Shareholders”; Article 7 – Share certificate
Preferred Shares shall be automatically adjusted so as to take into account these changes, it being specified that the nominal value of a Preferred Share shall always be equal to the nominal value of an Ordinary Share.
3. In the event of a capital increase by capitalization of issue premiums by way of an increase in the nominal value of shares, the nominal value of each Ordinary Share and of each Preferred Share shall be increased by the same amount. In the event of a capital increase by capitalization of issue premiums by way of a free allotment of new shares, the Preferred Shareholders shall receive Preferred Shares of the same category as those held.
4. Any capital reduction due to losses shall be borne by Shareholders pro rata their holding in the share capital of the Company.
5. Any other change in the share capital of the Company shall not alter the rights of Preferred Shareholders.
The Shares shall be recorded under the terms and conditions as provided by applicable laws and regulations.
Any person who comes to hold, directly or indirectly through companies under its control within the meaning of Article L.233-3 of the French Commercial Code, an amount of shares representing 0.5% of the share capital or of the voting rights, is bound, within five days following the record date of any transaction making it reach or exceed this threshold, to notify to the Company, by registered letter with return receipt, of the total number of Shares or the number of voting rights as well as the total number of securities giving a deferred access to the share capital and potential voting rights attached thereto.
This notification must be made again, in the conditions described above, each time the interest in share capital or voting rights exceeds another 0.5% threshold. Any Shareholder whose interest in the share capital of the Company falls below any of the aforementioned thresholds is also bound to notify its status to the Company within five days and according to the same procedures.
one or more Shareholders who own jointly at least 5% of the share capital so request. Loss of voting rights shall be applicable in all Shareholders’ meetings held for a two-year period following proper notification.
The Company may rightfully, at its own cost and at all times as provided by law, request from a securities clearing house any information it requires concerning the identity of holders of the Company’s securities giving immediate or deferred voting rights in Shareholders’ meetings, including the number of securities held by each of them.
Article 89 – Share-related rights ownership of one Share automatically entails the Shareholder’s adherence to the Bylaws and to the decisions of the Shareholders’ general meetings, and, for Preferred Shares, the adherence to decisions of the Preferred Shareholders’ special meetings.
The heirs, assignees, trustees or creditors of any Shareholder may not, for whatever reason, request division or sale by auction of Company’s securities, assets and properties nor may they intervene in any manner whatsoever in the governance of the Company. In order to exercise their rights, they must refer to the Company’s financial statements and to the decisions of the Shareholders’ general meetings.
Article 910 – Payment of Shares In the event of a capital increase, the Shareholders’ general meeting or the Management Board, if it was given the power to do so, may provide for the payment of the Shares either in whole or in part, provided that the fraction to be paid is not less than a quarter of the Shares’ nominal value. Any surplus may be called up one or more times as allowed under applicable laws and regulations.
In the event that payments for the Shares have not have been made on the set date, the amounts due shall bear interest at the applicable legal rate increased by two points for each day in arrears without any legal action or formal notice being required, and without regard to extra time incurred by any distance.
In the event of one or more vacancies, the Supervisory Board may appoint temporary members until the next shareholders’
In the event that the number of Supervisory Board members is reduced to less than three, the Management Board shall immediately convene a Shareholders’ ordinary meeting in order to fill the Board vacancies.
2. During their term, each member of the Supervisory Board must own at least one hundred Ordinary Shares.
Members of the Supervisory Board or representatives of legal entities members of the Supervisory Board may not stay in office after the age of seventy. however, this rule may be waived for a maximum of one-third of the active members of the Supervisory Board (individuals or representatives of legal entities). In this event, the term of office of Supervisory Board members who have exceeded the age limit shall not exceed two years and shall be only renewable once.
B – Removal Members of the Supervisory Board may be removed from office by decision of the Shareholders’ ordinary general meeting, at all times, without notice or indemnity.
3. Candidates for the employee Ordinary Shareholder representative seat at the Supervisory Board shall be nominated in the following way: a) If the voting rights attached to Ordinary Shares held by the employees are exercised on their behalf by members of the supervisory board of a mutual fund, the board may nominate two candidates at most.
If there are several mutual funds of this type, the Management Board may opt to regroup (i) the supervisory boards for funds that hold the assets of AXA’s employee Ordinary Shareholders in France, on the one hand, and (ii) the supervisory boards for international funds that hold the assets of AXA’s employee Ordinary Shareholder in countries other than France on the other hand. In this case, each group of funds shall be entitled nominate no more than two candidates.
b) If the voting rights attached to Ordinary Shares held by employees are directly exercised by the employees, candidates for the seat on the Supervisory Board shall be nominated in the manner described below.
The consultation of the employees Ordinary Shareholders may be carried out using any technical means, including electronic or mail-in voting, provided they give an accurate count of the votes cast. each employee has as many votes as shares owned, either directly or indirectly via units held in an employer-sponsored mutual fund with individual exercise of voting rights.
with respect to the application of paragraph 3. b) and prior to the Shareholders’ general meeting, the Management Board shall determine the procedures for consulting employees Ordinary Shareholders who directly exercise their voting rights for the purpose of appointing their candidate(s).
6. For each of the procedures mentioned in paragraphs 3. a) and 3. b), a written summary of the proceedings shall be drawn up, stating the number of votes cast by each of the candidates. A list of all the validly appointed candidates is drawn up.
10. The member of the Supervisory Board appointed to represent employees Ordinary Shareholders must own at least one hundred Ordinary Shares, either directly or through a mutual fund, or an equivalent number of units in the mutual fund in question. If this is not the case on the day he or she is appointed, or if at any time during the term of office he or she ceases to own one hundred Ordinary Shares or the equivalent in mutual fund units, he or she shall resign from the seat held on the board unless he or she has complied with his or her obligation within three months.
The Chairman calls the meetings of the Board and presides over the discussions held.
The Supervisory Board appoints a secretary, possibly outside its membership. This secretary, the Chairman and the vice-Chairman, constitute the officers of the meeting.
Under no circumstances this supervision shall give rise to direct or indirect management by the Supervisory Board or any of its members, nor shall it be performed under such conditions that it precludes the Management Board from performing its management duties.
2. The Supervisory Board presents to the Shareholders’ annual general meeting its comments on the report of the Management Board and the Company’s annual financial statements.
b) In addition, the following decisions from the Management Board are subject to prior approval by the Supervisory Board: • issuance of securities that gives immediate or deferred access to the Company’s share capital, • proposals for Shares repurchase programs to be submitted to the Shareholders at their annual ordinary meetings, • financial operations that may lead to substantial changes in the financial structure of the Company, • mergers and acquisitions, whatever their form, • strategic partnership agreements, • setting up any stock options plan or granting any free allotment of Ordinary Shares in favour of the employees of the
• proposals for appropriation of earnings and dividend(s) payment for the fiscal year ended to be submitted to Shareholders at their annual ordinary meeting,
• date of dividend(s) distribution and possible advances for dividend payment. c) The Supervisory Board may, subject to the limit of total and specific amounts it sets for each of the operations listed in a)
and b) of paragraph 3, authorize the Management Board to proceed to the above mentioned operations. when an operation exceeds the amounts set, it is necessary to obtain the authorization of the Supervisory Board in each case.
The absence of authorization of real property sale per se, total or partial transfer of interests and collateral provisions renders these unenforceable against third parties, unless the Company proves that such third parties were cognizant of it or could not have ignored it.
Management Board or at least by one-third of the members of the Supervisory Board. If the request remains unanswered, the requesting parties may themselves undertake to convene the Supervisory Board members by providing them with the meeting agenda. otherwise, the Chairman of the Board sets the agenda but only at the time of the meeting.
The provisions contained in the above two paragraphs also apply to representatives of legal entities. In accordance with and subject to applicable legal provisions, the Supervisory Board may deliberate by means of videoconference or by any other means of telecommunication or remote transmission, or by consulting its members in writing. In such case, resolutions shall be adopted by the vote of a majority of the members present or represented. In the event of a vote tie, the Chairman shall cast the deciding vote.
3. Members of the Supervisory Board, including anyone present in person at the meetings of the Supervisory Board, are bound to observe confidentiality with respect to the discussions held at Board meetings and to the information of a confidential nature or deemed as such by the Chairman of the Supervisory Board or the Chairman of the Management Board.
Article 1516 – Censors Upon proposal from the Chairman, the Supervisory Board may accept, from time to time as it seems appropriate, a number of censors up to a maximum of four persons or representatives of corporate entities, selected or not among the Shareholders. Censors are convened to all the meetings of the Supervisory Board and take part in its discussions but do not have the right to vote.
Censors may not substitute members of the Supervisory Board on which they depend. They communicate their opinions to the Supervisory Board and the Management Board.
TITLE IV > MANAGEMENT BOARD Article 1617 – Composition of the Management Board A – Appointment 1. The Company is administrated by a Management Board composed of a maximum of seven members appointed by the
No member of the Supervisory Board may be part of the Management Board. In addition, no one is eligible for membership in the Management Board if he is concerned by forfeiture pursuant to the law: cumulative functions, incompatibility, degeneration or ban to exercise.
each member of the Management Board may enter into an employment contract with the Company that is legally binding and effective through his whole term of office and beyond.
3. Members of the Management Board are appointed for three years by the Supervisory Board, which is also responsible for filling any vacancies on the Management Board in accordance with the law.
4. Members of the Management Board may be re-appointed without limitation.
5. No one may be appointed to the Management Board past the age of sixty-five. Any member of the Management Board who reaches the age of sixty-five while in office during a fiscal year is automatically deemed to have resigned at the close of such fiscal year. however, when a member of the Management Board reaches the age of sixty-five, the Supervisory Board may choose to extend his term of office once or several times as the case may be, provided that the total extended period does not exceed three years.
B – Removal Any member of the Management Board may be removed from office by a vote of the Shareholders’ general meeting duly assembled, or by the Supervisory Board. If the decision to remove the officeholder is found to be without just cause, the latter may seek an award for monetary damages.
Removal of a member of the Management Board does not result in the termination of its employment contract with the Company, as the case may be.
The Supervisory Board has the right to remove the Chairman from his duties and if applicable, withdraw the power to represent the Company that was granted to any member of the Management Board.
4. when a transaction requires the approval of the Supervisory Board pursuant to Article 12 Article 13 of these Bylaws and the Board withholds it, the Management Board may bring the dispute in front of the Shareholders’ general meeting which can resolve to grant the required approval and draw all ensuing conclusions.
5. The Management Board presents its report, at least once every quarter, to the Supervisory Board, either orally or in writing, that summarizes its major accomplishments or highlights in the management of the Company.
The Management Board reviews the Company’s quarterly and half-yearly financial statements and presents them to the Supervisory Board.
meaning of Article L.233-3 of the French Commercial Code) must be submitted to the prior approval of the Supervisory Board.
The same applies for agreements in which one of the persons mentioned in the preceding paragraph has an indirect interest or in which this person participates by the intermediary of another person.
Agreements entered into between the Company and another company shall also be submitted to the prior approval of the Supervisory Board if a member of the Supervisory Board or the Management Board of the Company has an ownership interest in the other company, is an unlimited partner, manager or trustee, member of its supervisory board, or, in general, director and/or officer thereof.
Their fees are set according to the terms and conditions set forth in applicable regulations.
TITLE VI > GENERAL AND SPECIAL SHAREHOLDERS’ MEETINGS Article 2324 – Shareholders’ meetings a) General meetings of Shareholders The Shareholders are convened by the Management Board to the general meetings as provided by law.
The general meetings of Shareholders may also be convened by the Supervisory Board.
The Shareholders meet and deliberate in accordance with applicable laws. In particular, any Ordinary Shareholder may vote at these meetings without being physically present, by means of videoconference or telecommunication allowing the identification of shareholders, as provided for by law and subject to the Management Board’s approval published in the notice of meeting.
Any Shareholder may attend such meetings either in person or by proxy upon evidence of his/her identity and the ownership of his/her shares under the terms and conditions as provided for by existing laws and regulations.
each member of the Shareholders’ meeting has as many voting rights as the number of Shares it owns or represents, Only the Ordinary Shareholders have the right to vote at the ordinary and extraordinary general meetings, it being specified that only the Ordinary Shareholders have as many voting rights in these meetings as the number of Ordinary Shares they own or represent. However, owners of fully paid-up ordinary Shares registered since at least two years at the end of the fiscal year preceding such meeting, have double voting rights. In the event of a capital increase by capitalization of reserve, earnings, issue or merger premiums, double voting rights are granted upon the issuance of registered Ordinary Shares freely allotted to an Ordinary Shareholder on the basis of the outstanding Ordinary Shares that allow him to exercise such double voting right.
Pursuant to the provisions of Article L.225-99 of the French Commercial Code, any decision of the Shareholders’ general meetings modifying the rights of a category of Preferred Shares will only be effective after approval of these modifications by the special meeting of the relevant Preferred Share holders.
TITLE VII > FISCAL YEAR Article 2425 – Company’s financial statements and consolidated financial statements The fiscal year is a twelve-month period starting January 1 and ending December 31.
earnings available for distribution represents the Company’s net profit over a fiscal year, minus all losses carried forward and all amounts required to be set aside as reserves pursuant to the law or the Bylaws, and increased by previous retained earnings.
The Shareholders’ general meeting called to approve the Company’s accounts of a fiscal year may grant to each Shareholder, the option to receive the payment of all or part of any dividend in cash or in Shares, it being specified that in the case of any dividend payment in Shares, each Shareholder shall only be entitled to receive Shares of the same category as those already held.
TITLE VIII > REPURCHASE OF PREFERRED SHARES Article 26 – Repurchase of Preferred Shares 1. The Company may repurchase all shares of a category of Preferred Shares at any time after the 5th anniversary date of the issue of the relevant Preferred Shares.
2. In the event that an issue, merger or spin-off requiring the approval of the special meeting of holders of Preferred Shares of any category, is not approved by such special meeting, the Company may repurchase at any time all the shares comprising the relevant category of Preferred Shares on the date specified in the Repurchase Notice (as defined below).
3. If any category of Preferred Shares no longer qualify without limit as part of the consolidated solvency margin in accordance with applicable insurance regulations due to a change in these regulations or a change in their interpretation by the French insurance regulator (Autorité de Contrôle des Assurances et des Mutuelles or, if applicable, any authority that replaces it), the Company may repurchase at any time all shares comprising the relevant category of Preferred Shares on a date that may not precede the date on which such Preferred Shares no longer qualify without limit as part of the consolidated solvency margin.
Any exercise of a repurchase option pursuant to this article will be carried out upon a decision of the Management Board, which may include a power to sub-delegate authority to the Chairman of the Management Board and/or, upon agreement of the Management Board, to a member of the Management Board, subject to prior approval of the French insurance regulator (Autorité de Contrôle des Assurances et des Mutuelles or, if applicable, any authority that replaces it).
In the event that all the relevant Preferred Shares are registered shares, the owners of such Preferred Shares will be notified of the repurchase by registered letter at least thirty calendar days prior to the repurchase date (the “Repurchase Notice”). In the event that some or all of the relevant Preferred Shares are bearer shares, the Repurchase Notice shall be published in the Bulletin des annonces légales obligatoires within the same timeframe.
All Preferred Shares so repurchased will be cancelled. The Management Board will confirm the number of Preferred Shares repurchased and subsequently cancelled and will amend the Bylaws accordingly.
Each Preferred Share will be repurchased by the Company at a price equal to its Issue Price (the “Repurchase Price”). However, in the event of a repurchase pursuant to paragraphs 1. or 3. of this Article in the course of a fiscal year, the Repurchase Price will be increased by the Minimum Percentage (as defined in Article 25 of the Bylaws) calculated on a 365-day basis, or 366-day basis for a leap year, taking into account the number of days accrued between: • January 1 (included) of the preceding fiscal year if (i) the Shareholders’ annual general meeting called to approve the financial statements for the preceding fiscal year has not yet been held or if (ii) the relevant Preferred Dividend has been approved by such general meeting but has not yet been paid on the repurchase date; or
TITLE VIIIIX > DISSOLUTION OF THE COMPANY Article 2527 – Dissolution In case of dissolution of the Company, the Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, shall appoint one or more receivers.
The receiver represents the Company. he is entrusted with the broadest possible powers in order to dispose of the Company’s assets, including through amicable settlements. he is also empowered to make payments to creditors and distribute the remaining balance.
In the event of a winding-up, Preferred Shares will, for an amount equal to the Issue Price of the Preferred Shares, rank in priority to Ordinary Shares. After reimbursement of the nominal value of the Preferred Shares and then the nominal value of the Ordinary Shares, the liquidation surplus (“boni de liquidation”) shall be allocated in priority to pay to Preferred Shareholders the difference between the Issue Price of the Preferred Shares and their nominal value, the remainder being then divided between Ordinary Shareholders.
For this purpose, in the event of any dispute, each Shareholder is required to elect domicile for due service of process in the jurisdictional area of the competent courts, regardless of their actual place of residence. Failure to do so will cause delivery of summons or legal notices to the office of the Attorney general or Public Prosecutor (Procureur de la République) of the District Court (Tribunal de Grande Instance) having jurisdiction over the Company’s registered office.
Number of AXA shares Number of AXA shares held on December 31, 2008: 5,270 (Purchase of 12,000 additional shares in February 2009)
EXPERTISE AND EXPERIENCE Mr. Jacques de Chateauvieux is a graduate of the Institut Supérieur de Gestion (Paris) and of Columbia University (New york). In 1975, he joined l’Union des Transports Aériens as a management auditor. From 1977 to 1979, he worked as a consultant to the Boston Consulting group (BCg). Since 1979, Mr. Jacques de Chateauvieux has been Chairman and Chief executive officer of BoURBoN. From 1989 to 2001, he helped develop BoURBoN into an international conglomerate and then listed the company on the Paris Stock exchange in 1998. From 2001, he has refocused BoURBoN’s strategy on making it a world leader in offshore oil and marine services. Mr. Jacques de Chateauvieux has been a member of the AXA Supervisory Board since 2005 and became Chairman of the Board in April 2008.
PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS vindemia S.A.S., Chairman Antenne Réunion Télévision, Chairman
EXPERTISE AND EXPERIENCE Mr. Anthony hamilton is a graduate of oxford University. his early career was spent in London and New york working for the investment banks Schroders, Morgan grenfell, and wainright. In 1978 he joined Fox-Pitt, kelton and was appointed Chief executive officer in 1994. In 1993, he became a non-executive Director of AXA equity and Law PLC (Chairman, 1995) and in 1997 a non-executive Director of AXA Uk PLC. Since September 2000, Mr. Anthony hamilton has been non-executive Chairman of AXA Uk PLC.
EXPERTISE AND EXPERIENCE Mr. Michel Pébereau is a graduate of the ecole Polytechnique and the ecole Nationale d’Administration (eNA). In 1967, he started his career as auditor at the Treasury (inspecteur des finances). he then held various management positions at the direction du Trésor and at the “Cabinets” of two Ministers (valéry giscard d’estaing and René Monory). In 1982, he joined Crédit Commercial de France. In 1987, he was in charge of its privatization before becoming Chairman and Chief executive officer from 1987 to 1993. In 1993, he became Chairman and Chief executive officer of BNP and after the merger with Paribas in 2000, Chairman and Chief executive officer of BNP Paribas. Since 2004, Mr. Michel Pébereau has been Chairman of the Board of Directors of BNP Paribas.
EXPERTISE AND EXPERIENCE Mrs. Dominique Reiniche is a graduate of the essec. In 1978, she joined Procter & gamble and in 1983 became Associate Advertising Manager. In 1986, she joined kraft Jacobs Suchard and was appointed Marketing & Strategy Manager. In 1992, she joined Coca-Cola entreprise as a Marketing & Responsible “Compte-clé” Manager. In 1998, she was appointed Chairman and Chief executive officer of Coca-Cola entreprise and 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, Mrs. Dominique Reiniche has been Chairman europe of The Coca-Cola Company.
DIRECTORSHIPS CURRENTLY HELD The Coca-Cola Company, Chairman europe INg Direct, member of the Advisory Board UNeSDA (Union of european Beverages Associations), vice-Chairman CIAA (Confederation of the Food and Drink Industries of the eU), Member of the executive Committee and member of the Board
PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS Coca-Cola enterprise – groupe europe, Chairman and Chief executive officer MeDeF, member of the executive Committee
EXPERTISE AND EXPERIENCE Mr. Ramon de oliveira is a graduate of the University of Paris and of the Institut d’Etudes Politiques (Paris). In 1977, Mr. de oliveira joined JP Morgan in Paris. After two years in New york, he spent 10 years in London in a number of investment banking as well as sales and trading assignments, including running the firm’s european equities business. In 1989, Mr. de oliveira was asked by the Federal Reserve Bank of New york to lead JP Morgan’s entry in the high-yield bond market and to run the Structured Finance practice. In 1991, following additional Fed powers, he founded and led the team of executives who built JP Morgan’s global equities business; he also oversaw the firm’s portfolio of Private equity Investment. Prior to the merger with Chase, Mr. de oliveira spent 24 years at JP Morgan & Co. Mr. de oliveira was a member of the firm’s Management Committee since its inception in 1995. Until August 2001, Mr. de oliveira was Chairman of JP Morgan Asset Management. Upon the merger with Chase, Mr. de oliveira was the only executive from JP Morgan & Co. asked to join the executive Committee of the new firm with operating responsibilities. Between 2002 and 2006, Mr. de oliveira was an Adjunct Professor of Finance at Columbia University. he is now Managing Partner of the consulting firm Logan Pass Partners.
DIRECTORSHIPS CURRENTLY HELD Logan Pass Partners LLC, Managing Director Director: • The hartford Insurance Company • Taittinger-kobrand USA (United States) kauffman Foundation, Trustee and Chairman of the Investment Committee
PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS Friends of education (a New york-based not-for-profit organization), Chairman of the Board Director: • JP Morgan Suisse (Switzerland) • American Century Company, Inc (United States) • Sungard Data Systems (SDS) (United States)
In accordance with the provisions of the French Commercial Code (Code de commerce) resulting from the New economic Regulations Act (loi sur les nouvelles régulations économiques) adopted in May 2001, the following information describes the manner in which the Company takes into account the social and environmental impacts of its activities.
Additional information concerning the social and environmental policy and practices of the AXA group is available in the Activity and Sustainable Development Report (hereinafter referred to as the “Activity Report”) and on the AXA group’s website (www.axa.com), in particular in the “Corporate Responsibility” Section. The Activity Report is available on the www.axa.com website (www.axa.com) or upon request to the Individual Shareholders Department, 25 Avenue Matignon, 75008 Paris, France.
SOCIAL INFORMATION As a holding company, the sole employees of AXA SA are the French members of its Management Board. Detailed information concerning their individual compensation is provided for in Part III, Section 3.2 of this Annual Report.
The provisions of the master agreement relative to the organization, scheduling and reduction of working time (accord-cadre sur l’Organisation, l’Aménagement et la Réduction du Temps de Travail) signed on February 1, 2000 do not apply to AXA SA’s employees.
To the extent that the Company’s activities are mainly that of a holding company, it has no material direct impact on local employment or regional development. It does not resort to subcontracting.
In addition to compliance with national law and regulations, AXA joined the United Nations’ global Compact in February 2003 and made formal commitments to comply with and promote its ten guiding principles in the areas of human rights, labor, environment and anticorruption. These principles are derived from the Universal Declaration of human Rights, the International Labour organization’s Declaration on Fundamental Principles and Rights at work, the Rio Declaration on environment and Development and the United Nations Convention against Corruption. The first chapter of the group Compliance and ethics guide refers to those in its founding principles.
AXA is a major purchaser of products and services for the purpose of its internal operations and services provided to policyholders. This significant volume of purchases, for a total value of exceeding €10 billion in 2008, opens up an additional field of action for the group in promoting Sustainable Development. 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
The total compensation in euros remains unchanged from 2007 for two reasons: lower bonus payouts than in 2007, and the fact that all local compensation data has been converted to euro, which was stronger on average in 2008 than in 2007.
The group’s internal mobility rate is 12% for non-sales and 7% for sales employees. The commitment to building individual and organizational capability continued in 2008. when compared to 2007, it was significantly higher for sales employees, with an average of nearly 10 days of training (compared to approximately 8 days last year). Average training days for non-sales employees remained relatively stable at 2.6 days.
(a) Manager of Agent: AXA employee managing external Licensed Agents (non-salaried). For India, they are reported in the Manager category. (b) Sales employees: employees authorized to sale insurances products and services, excluding sales managers who are not authorized to sale such products.
(c) AXA employees with fixed-term contract. (d) Temporary staff hired through contracts with external agencies. The important growth is mostly due to Mexico, Spain and India. (e) For confidentiality reasons pertaining to some countries, this data was not reported by all entities. It is relevant for most of the European countries, Japan,
Net job creation during the year (external recruitments + fixed-term to open-ended – departures) 3,911 1,151
(a) Individuals recruited from outside the Group on an open-ended contract, excluding employees who joined the AXA workforce as a result of mergers and acquisitions.
(b) The AXA Group’s figures are highly impacted by the Indian market instability. (c) Internal mobility rate = change of function, incl. promotions + internal moves within the Group / average annual headcount. (d) Voluntary turnover rate = total number of resignations of employees on open-ended contract / average annual headcount.
Total gross payroll for sales and non-sales employees (€) 6,950,917 – 6,930,411
In addition to these core objectives, AXA aims at improving electronic waste management, in particular by implementing the waste electronic and electrical equipment (weee) Directive in all AXA sites worldwide.
Reducing the AXA Group’s impact on the environment The AXA group is committed to reducing the “direct” impact of its activities on the environment, in particular by improving site management policies. In 2008, group entities rolled out action plans to reduce their environmental impact with respect to water, paper, energy consumption and Co2 emissions. key performance indicators are used to monitor the results of these plans (see performance targets).
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 environment-friendly behavior. Some of the initiatives put in place pursuant to this aim in the areas of Property & Casualty insurance and asset management are described in the Activity Report and Sustainable Development and on AXA’s website www.axa.com. For example, in 2008, several AXA subsidiaries (in France, Italy, Canada, the United kingdom, Switzerland and Belgium) offered limited mileage motor insurance policies to encourage customers to reduce their vehicle use and, therefore, their Co2 emissions.
Institutional commitments to protect the environment (2008) • In 2008, AXA signed “Caring for Climate: The Business Leadership Platform,” a voluntary commitment for companies that seek to demonstrate leadership in the fight against climate change. It receives the support of the United Nations global Compact, of which AXA is a signatory, the world Business Council for Sustainable Development (wBCSD) and the United Nations environmental Programme (UNeP, of which AXA is a partner through UNeP Finance Initiative) and was designed to promote practical solutions and help influencing public opinion as well as public authorities.
Number of employees on site (Full-Time Equivalent, FTEs) FTE 103,317 121,990
CO2 emissions resulting from business travel: AXA vehicle fleet T eq. CO2 57,598 77,513
(a) In 2008, environmental indicators were collected for sites representing 98,918 FTEs and were then extrapolated, continent by continent, to cover all 121,990 salaried FTEs working at the AXA Group as of 31/12/2008. In 2007, this process took place on the basis of data collected from 70,197 FTEs, extrapolated to 103,317 FTEs.
This Document de Référence includes all the compulsory matters required to be covered in the Management Board’s Report of AXA established pursuant to articles L.225-100 and L.225-100-2 of the French Commercial Code.
you will find below the references to the extracts of the Document de Référence corresponding to the parts of the Management Board’s Report as approved by the Management Board of the Company.
1. Business and trends / Earnings / Financial position and key performance indicators 47 to 116 and 450 to 470 2. Use of financial instruments by the Company when relevant for assessing its assets and liabilities, financial position, and profits and losses 111 to 116; 206 to 227; 281 to 302 and 352 to 369 3. Description of major risk factors and uncertainties 40 to 46; 192 to 227 4. Acquisition of significant equity interests in companies headquartered in France n/a 5. Events subsequent to fiscal year end / Outlook 59; 107; 116; 412 6. Dividend distributions over the last three years 8 7. Information on market and liquidity risks (interest rate, exchange rate and stock price fluctuation risk) 111 to 116; 192 to 227 8. Purchase and sale of the Company’s own shares 180 9. Executive compensation 141 to 178 10. Transactions involving Company stock completed in 2008 by corporate officers 175 11. Directorships and positions held by corporate officers of the Company 121 to 128 and 132 to 137 12. Relevant provisions in the event of a public takeover bid on the Company 423 13. Capital ownership 181 to 183 14. Employee shareholders 177 to 178; 184 to 185 15. Adjustment of the rights of holders of securities with a claim on the capital of the Company n/a 16. Social and environmental information 542 to 548 17. Research and development activities n/a
INFORMATION ITEMS – ANNEX 1 OF THE COMMISSION REGULATION N° 809/2004 3. Selected financial information .................................................................................................................................... 4 to 5 4. Risk factors ................................................................................................................................. 40 to 46 and 192 to 227 5. Information about the issuer 5.1. history and development of the issuer ........................................................................................................ 9 to 11 6. Business overview .......................................................................................................................... 18 to 35 and 47 to 51 7. organizational structure 7.1. Brief description of the group ................................................................................................................... 13 to 16 7.2. List of significant subsidiaries ............................................................................................................... 253 to 259 8. Property, plants and equipment .................................................................................................................................... n/a 9. operating and financial review ................................................................................................... 60 to 106 and 230 to 412 10. Capital resources 10.1. Capital resources .........................................................................................................111 to 116 and 308 to 319 10.2. Sources and amounts of cash flows ........................................................111 to 116; 235 to 236 and 306 to 307 10.3. Borrowing requirements and funding structure ............................................................111 to 116 and 337 to 341 10.4. Restrictions on the use of capital resources .......................................................................................... 111 to 116 10.5. Anticipated sources of funds needed .................................................................................................... 111 to 116 11. R&D, patents and licenses ............................................................................................................................................ n/a 13. Profits forecasts or estimates ........................................................................................................................................ n/a 14. Administrative, Management, and Supervisory bodies and senior management 14.1. Information on members of the Administrative, Management or Supervisory bodies .............................118 to 138 14.2. Administrative, Management and Supervisory bodies’ conflicts of interests ............................ 137 and 173 to 174 15. Remuneration and benefits 15.1. Amount of remuneration paid .................................................................................................................141 to 178 15.2. Amounts set aside or accrued to provide pension, retirement or similar benefits ..............................................176
Description of the Company’s own share buyback program (art.241-2) ..................................................................... 179 to 180 * 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 financial 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 filed with the AMF (Autorité des Marchés Financiers) on March 28, 2008 under reference n° D08-0156; • AXA’s consolidated financial statements for the year ended December 31, 2006 and the Statutory Auditors’ report on them, respectively presented on pages 250-438 and on pages 439-440 of the Annual Report (Document de Référence), the French version of which was filed with the AMF (Autorité des Marchés Financiers) on April 20, 2007 under reference n° D07-0362.
you will find below the references to the extracts of the Document de Référence corresponding to the various parts of the Annual Financial Report.
Report of the statutory auditors on the financial statements of the Company-parent only 471 to 472
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 432 to 440
PART III – CORPORATE GOVERNANCE, EXECUTIVE COMPENSATION, MAJOR SHAREHOLDERS AND RELATED MATTERS 3.1 Directors, Senior Management and Employees 3.2 Full disclosure on executive compensation and share ownership 3.3 Description of the company’s share repurchase program 3.4 Major Shareholders and Related Party Transactions 3.5 The Offer and Listing
PART IV – RISK FACTORS, CERTAIN DISCLOSURES ABOUT MARKET RISK AND RELATED MATTERS 4.1 Risk Factors 4.2 Quantitative and Qualitative Disclosures About Market Risk and Risk factors 4.3 Certain Financial Information
This is a free translation into English of the French Annual Report filed with the Autorité des marchés financiers (AMF) and which is provided solely for the convenience of English readers.