2009 annual and consolidated fi nancial statements after Shareholders’ Meeting (05/17/2010)
Notice of Meeting (Shareholders’ Meeting to be held on 04/27/2011) (02/21/2011)
Extract of the minutes of the Board of Directors of 06/09/2010 related to the reduction and increase of the share capital
Minutes of the Deputy Chief Executive Offi cer of 12/03/2010 related to the increase of the share capital
A copy of the convening fi le sent to the Shareholders as well as the documents for their information (Articles R.225-81 and R.225-86 of the French Commercial Code)
Form 15F (March 26, 2010): Securities registration termination of foreign private issuers
AXA’s authorizations to issue shares or other types of securities that were valid as of December 31, 2010 are summarized in the tables below: Issues with preferential subscription rights for shareholders
Maximum nominal amount of the capital increase (in Euro) Term Expiration
Ordinary shares reserved for a specifi c category of benefi ciaries in connection with offerings for employees – 150 million (g) 18 months October 29, 2011
(d) The aggregate nominal value of the capital increase with or without preferential subscription rights may not exceed €2 billion in nominal value.
(e) Common ceiling to all preferred shares’ issues and limited to an issue gross income (inclusive of the share premium) of €2 billion.
The following authorizations to issue shares or securities granting a claim on ordinary shares of the Company require the shareholders’
Ordinary shares or securities giving access to the capital, reserved for employees – 150 million (e) 18 months October 27, 2012
Ordinary shares reserved for a specifi c category of benefi ciaries in connection with offerings for employees – 150 million (e) 18 months October 27, 2012
USE IN 2010 OF THE VARIOUS FINANCIAL AUTHORIZATIONS PERTAINING TO CAPITAL INCREASES
Group employees under the Shareplan 2010 program. The shareholders waived their preferential subscription rights to facilitate this offering to employees. In the countries that met the legal and tax requirements for participation in Shareplan, two investment options were offered in 2010: ■ the traditional plan, offered in 39 countries; ■ the leveraged plan, offered in 38 countries.
April 22, 2008 (17th resolution) 8,028,795 stock options giving the right to their benefi ciaries to subscribe or to acquire existing or newly issued AXA shares, have been granted by the
In 2010, by virtue of the authorization granted by the shareholders at the General Shareholders’ Meeting of
April 22, 2008 (16th resolution) 1,940,338 performance shares were granted by the AXA Management Board.
Company’s policy of hedging net investments in foreign currencies to limit the variability of the Group’s consolidated shareholders’ equity against currency movements.
Foreign exchange exposure management continued in 2010, notably through the implementation of an additional
Dividends received from subsidiaries amounted to distribution representing part of the cash proceeds from the partial disposal of the UK Life & Savings business to Resolution
Ltd. Excluding this exceptional dividend, dividends received from subsidiaries slightly declined.
Latin America Region, compared with €45 million in 2009; The increase in dividends paid by the Northern, Central and Eastern Europe Region and the Mediterranean and
Dividends received from fi nancial subsidiaries and other holding companies rose by €38 million to €277 million, of which €134 million being the fi rst dividend paid by Finance Solutions, a Group fi nancing and cash management company, partly offset by a lower €101 million received from AXA Investment
Financial income fell by €313 million to €103 million as a result of the combined effects of: ■ a €143 million fall in income from loans and receivables granted by the Company to its subsidiaries, with the funding of AXA Financial, AXA America Holding and AXA UK now channeled through Finance Solutions. This is compensated in revenues by a dividend received of €134 million as mentioned above; and
Group equity swap intended to hedge an equity position, the annual allowance of €101 million for provisions for bond redemption premiums and, lastly, an allowance of €72 million in respect of the unrealized loss recorded on call options on shares. In 2009, an allowance of €296 million was booked, including €160 million relating to the recapitalization of
Investments in subsidiaries net of valuation allowances totaled €57,317 million, versus €56,376 million at year-end 2009, representing an increase of €941 million, refl ecting: ■ the capital injection of €646 million in Beaujon to enable it to buy-out minority interests in the Hungarian, Czech and
Polish units held by the European Bank for Reconstruction and Development and, secondly, equity interests previously held by AXA Leben AG (Switzerland) in these units; ■ the capital injection of €111 million in AXA Life Europe, a company created to write unit-linked life insurance contracts with guaranteed minimum features via branches in several
Receivables from subsidiaries amounted to €2,065 million, versus €2,282 million at year-end 2009, representing a decrease of €217 million mainly resulting from €700 million in loan transfers, notably as part of the internal restructuring following the partial sale of the UK Life & Savings business to Resolution Ltd, and €417 million in repayments of loans granted to AXA Investment Managers, partly offset by a new £730 million loan granted to Beaujon.
Other financial assets amounted to €3,497 million, versus €1,390 million in 2009, with the €2,107 million increase mainly attributable to the €2,098 million margin calls paid to bank counterparties under collateral agreements linked to derivative instruments’ management.
Cash and cash equivalents amounted to €2,008 million. This position was down €727 million compared with year-end 2009 and was notably attributable to the margin calls paid to the banks under collateral agreements.
Shareholders’ equity, before net income for the period and after the payment of dividends relating to the prior year, totaled €32,002 million. This represented an increase of €337 million, including €330 million through a capital increase reserved for employees.
Other shareholders’ equity included €6,233 million of undated deeply subordinated notes, versus €5,987 million in 2009, representing an increase of €245 million due to exchange rate effects.
Subordinated debt totaled €6,995 million, versus €6,723 million in 2009, owing to the issuance of a new €1,300 million subordinated note and the early repayment of €1,080 million in redeemable subordinated notes.
Other payables came to €216 million, up from €157 million in 2009, representing an increase of €59 million attributable in part to the loss on the exchange rate policy aiming at limiting the variability of earnings in Euro of subsidiaries operating in foreign currencies.
Company appear in Part 2 - Section 2.2. “Full disclosure on executive compensation and share ownership”.
PROFIT ON ORDINARY ACTIVITIES BEFORE TAX (VI = III + IV + V) 2,522 1,556
(a Since January 1, 2007, AXA‘s 2017 bonds can still be converted, but any dilutive impact created by the issuance of new shares resulting from the conversion of the bonds is neutralized by the automatic exercice of call options on the AXA shares which have been put in place.
COLISEE RE (ex AXA RE) 319 192 100.00% 843 40, rue du Colisée 75008 PARIS
AXA GLOBAL LIFE ( ex SAINT-GEORGES RE) 11 7 91.92% 82 40, rue du Colisée 75008 PARIS
Les collines de l’Arche - 76 route de la Demi lune 92057 PARIS LA DEFENSE
BAO MINH INSURANCE CORPORATION 29 47 16.60% 53 26 Ton That Dam,Districk 1, Ho Chi Minh City - VIETNAM
AXA ASIA PACIFIC HOLDINGS LIMITED (b) 1,408 1,518 44.60% 825 750 Collins Street DOCKLANDS Victoria 3008
The fi nancial statements as at December 31, 2010 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 these regulations has had no impact on the Company’s fi nancial statements.
December 4, 2008 relating to the accounting treatment of stock options (subscription and purchase) and performance shares/units (free shares granted to employees and subject to performance conditions) had no impact on the Company’s fi nancial statements.
AXA SA: Stocks options, performance shares and performance units plans are described in Part 2 – Section 2.2 “Full disclosure on executive compensation and share ownership” of this Annual
Value of performance shares granted during the year 2.2. Presentation of the fi nancial statements
European Embedded Value of the Life & Savings business published by the Group, or similar calculations for other activities.
At the balance sheet date, the acquisition cost is compared with the fair value, which corresponds to the exit value for
SICAV and FCP Mutual funds and to the average share price over the last month before the balance sheet date for the other securities.
These bonds have been recognized using the single transaction approach. The redemption premium, being the difference between the value at par and the redemption value of the bond issue, was not recognized as a liability at the time of the bond issue. Redemption premiums have been amortized since 2002 and will be until maturity of the issue, using the compound interest method. The yield to maturity used is the rate which enables future payment of the redemption premium, assuming the two bonds were issued on January 1, 2002, namely 2.84% for the 1999 issue and 3.29% for the 2000 issue.
The charge for the year ending December 31, 2010 amounted to €101 million, and the existing provision at December 31, 2010 is €807 million. The unamortized balance of €487 million was recognized as an off-balance sheet commitment.
At December 31, 2010, the remaining amount to be amortized was €58 million.
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; ■ equity derivative products: equity option rights paid or received are posted in a suspense account on payment or receipt of funds. At the balance sheet date, if the option has not been exercised, the rights received, representing possible income, are not recognized in the income statement. A provision is created against rights paid if it is likely, given market trends, that the option will not be exercised. When the option is exercised, this represents an addition to the acquisition price of the underlying instrument and an addition to the sale price when the option is sold.
Other shareholders’ equity included €6,233 million of undated subordinated notes at December 31, 2010, versus €5,987 million at December 31, 2009, representing an increase of €246 million mainly due to exchange rate fl uctuation impact.
This account includes the AXA brand, transferred by FINAXA at the time of the merger, and valued at €307 million. It also includes €15 million of goodwill recognized following the complete transfer of assets and liabilities between Société de Gestion Civile
Other fi nancial assets 37 4 41 3.4. Statement of receivables by maturity
Other shareholders’ equity amounted to €6,233 million, compared to €5,987 million at the end of 2009.
(a) The €677 million provision for deferred taxes includes a €647 million provision for the possible repayment of tax savings to subsidiaries belonging to the French tax consolidation group.
(b) This amount mainly refl ected the release of €160 million in respect of Holding Vendôme 3, but was offset by an identical addition to valuation allowances for the same securities given the effective completion of the capital increase.
Value at December 31, 2010 Less than 1 year 1 to 5 years More than 5 years
(in Euro million) Value Less than 1 year 1 to 5 years
■ Directors’ fees allocated to members of the board of directors K€1,167
(a) The corporate income tax benefi t amounted to €944 million, compared with a tax charge of €154 million in 2009, which mainly includes the tax benefi t linked to the €197 million carry-back receivable in respect of the loss recorded in the 2008 fi scal year, €553 million tax receivable from members of the tax consolidation group in France and a €188 million release of the provision for the risk of tax repayments.
Subordinated convertible bond redemption premium (see § 2.9 of this note) 487 5.2. Commitments in respect of shareholder pacts
BNP Paribas Group entered into an agreement that replaces a prior agreement between them dated December 15, 2005.
By virtue of its business, AXA SA is mainly exposed to interest rate and exchange rate risks.
(i) A 100 bps rise in interest rates leads to a 2.7% decrease in the fair value of debt, a 2.7% decrease in the fair value of loans, and a 14.8% increase in the fair value of derivatives.
(ii) A 10% depreciation of the Euro leads to a 3.2% increase in the fair value of debt, a 0.2% increase in the fair value of loans and a 80.5% decrease in the fair value of derivatives.
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 statutory financial statements of the Company.
In compliance with the assignment entrusted with us by your General Meeting, we hereby submit our report for the year ended
■ the specifi c verifi cations and information required under French law.
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 of December 31, 2010 and of the results of operations for the year then ended, in accordance with accounting rules and principles applicable in France.
The on-going economic downturn and related uncertainties, as well as the evolution of the fi nancial crisis and its monetary consequences on the euro zone continue to give rise to specifi c circumstances for the preparation of the fi nancial statements, in particular with respect to the accounting estimates. In the context of these economic and fi nancial uncertainties, and in accordance with Article L.823-9 of the French Commercial Code requiring Statutory Auditors to justify their assessment, we bring to your attention the following matters: ■ fi nancial assets are recorded using the methods applying to each category and described in paragraph 2.5 of the notes to the fi nancial statements.
As required by law, we have verifi ed that the information pertaining to equity and controlling interests of the Company, to the identity of holders of share capital or voting rights and to reciprocal participations has been duly disclosed in the aforementioned Board of
Change in shares issued and treasury shares - 385 385 2,523
The table below shows the reconciliation of Life & Savings IFRS shareholders’ equity to Life & Savings ANAV: (in Euro million - Group share) 2010
Unrealized capital gains/losses projected in the VIF & other Stat-GAAP adjustments (2,935)
The Life & Savings VIF calculation by nature involves many assumptions about the future. For Life & Savings EEV, AXA has adopted a “market-consistent” approach to setting asset return assumptions. Each cash fl ow is discounted at an appropriate discount factor, so that starting with Euro 1 of bond or of equity, projecting expected cash fl ows and discounting, will simply give Euro 1 of value. Mechanically, this can be described as assuming that, in the future, all assets will earn the risk-free rate (referred to as the “reference rate” in the Embedded Value methodology) defi ned by the current market. However, cash fl ows are projected not only in a single scenario, but rather a stochastic set of scenarios is created, with the set maintaining the market-consistent condition that Euro 1 of any asset projected into the future gives a present value of Euro 1. Future earnings available to shareholders are assessed across this
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 2009 and 2010 used in determining the IDRs: FI Return Equity Return Cash Return Real Estate Return
The following table presents a detailed analysis of the movement of the Life & Savings EEV between 2009 and 2010: (in Euro million - Group share)
Modeling changes and opening adjustments of €-2,481 million refl ect various model refi nements as well as the partial disposal of the U.K. Life & Savings business sold to
Resolution Ltd. The proceeds of the transaction are shown in the Other businesses segment of the Group EV.
Operating Return on Life & Savings EEV of €6,091 million is the sum of the New Business Value and the operating performance from existing business. It represents 18% of the adjusted opening Life & Savings EEV.
Current year investment experience of €-1,367 million includes (i) the variance in experience during 2010 from the one expected in the illustrative real world investment scenario at the end of 2009, and (ii) the change in value created by refl ecting year-end 2010 yield curves and investment conditions in the EEV rather than those of year-end 2009.
Total Return on Life & Savings EEV (before currency effects and capital fl ows) of €4,724 million combines the Operating
Others (incl. Life & Savings EEV of acquired/disinvested business) of €363 million refl ects an internal transfer of
Capital flows of €-492 million refl ect net transfers into the
Life & Savings segment in 2010 including dividends paid, received and capital injections.
The sensitivities of 2010 Life & Savings EEV and NBV to changes in major assumptions were as follows: Life & Savings sensitivities (in Euro million - Group share) EEV 2010 NBV 2010 (a)
Upward parallel shift of 100 basis points in reference interest rates 781 7
10% higher value of real estate at start of projection 434 13 10% lower value of real estate at start of projection (445) (10)
Overall and permanent decrease of 10% in expenses 1,627 151 5% lower mortality rate for annuity business (352) (16)
Upward shift of 25% of the volatility on equity markets (778) (42)
Upward shift of 25% of the volatility on bonds (1,168) (65)
PricewaterhouseCoopers Audit Mazars 63, rue de villiers Exaltis - 61, rue Henri-Regnault 92208 Neuilly-sur-Seine 92400 Courbevoie
We are responsible for expressing a conclusion on the compliance of the results of the EEV Information with the methodology and assumptions adopted by management and on the consistency of accounting information used with the AXA Group consolidated fi nancial statements at December 31, 2010.
France, and aims at forming a conclusion based on appropriate procedures: Our work included the following procedures: ■ understanding the procedures adopted by management to prepare the EEV information; ■ a review of the “market consistent” approach adopted by management, and described in the EV Report for consistency with the
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital of the Company through the issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights of the Shareholders, in case of public offerings
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital of the Company through the issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights of Shareholders, through private investment as set forth in Article L.411-2 II of the French
Meeting, up to a maximum of 10% of the share capital
Authorization granted to the Board of Directors for the purpose of increasing the amount of the initial issue of shares or securities, with or without preferential subscription rights, decided respectively by virtue of the tenth to the thirteenth and the seventeenth resolutions
Authorization granted to the Board of Directors to grant subscription or purchase options to employees and eligible executive offi cers of the AXA Group
Directors relative to the share repurchase program and to the cancellation of shares (IV); ■ renewal of the authorizations granted to the Board of
Company’s share capital (VI); ■ renewal of the delegations of power granted to the Board of Directors in order to issue ordinary shares or securities granting a claim to ordinary shares of the Company through the employee savings plans (VII); ■ renewal of the authorizations granted to the Board of
Directors related to the allotment of performance shares and stock options to employees of the AXA Group (VIII); ■ approval of an authorization to grant free shares to all employees of the AXA Group (IX); approval of a modifi cation of the Company’s Bylaws regarding the notifi cation, by electronic means, of the appointment and revocation of the shareholder representative during General Shareholders’
December 31, 2010 show a loss of €488 million, compared to a profi t of €3,953 million for the preceding fi scal year. The consolidated fi nancial statements for the fi scal year 2010 show a net income Group share of €2,749 million, compared to €3,606 million for the preceding fi scal year. For more information about AXA’s 2010 fi nancial statements as well as the evolution of the Company’s business during 2010 and since the beginning of 2011, please refer to the Board of
(Document de Référence) fi led with the AMF (Autorité des marchés financiers) on March 18, 2011 and which is made available in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.com).
Code, provides that individuals who are deemed to be French residents for tax purposes, and whose income is eligible for the 40% tax relief may, barring certain exceptions, opt for an 19% fl at deduction at the source, calculated on the basis of the gross amount of income received.
Exercising the option for a fl at deduction at the source is binding and must be renewed, at the latest, upon each payment. This option would however lead to the loss of the 40% tax relief mentioned hereinbefore and of the lump-sum abatement of €1,525 or €3,050, depending on marital status.
General Tax Code, the table below summarizes dividend payout information, with and without the 40% tax relief, for the previous three fi scal years.
August 5, 2010, and approved by the Board of Directors in its meeting on August 3, 2010. This agreement replaces the preceding agreement with the BNP Paribas Group entered into on December 15, 2005. It provides, specifi cally, a reciprocal repurchase option with BNP Paribas in the event of a hostile takeover by a third party of the share capital of
The special report of the Statutory Auditors also mentions the agreements and commitments referred to as “regulated agreements” previously approved and which remained in force in 2010. These agreements and commitments and the new shareholders agreement with the BNP Paribas Group are presented in the Statutory Auditors’ special report included in the 2010 Annual Report (Document de Référence) fi led with the AMF (Autorité des marchés financiers), and made available to you in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.com).
III – Re-appointment of two members of the Board of Directors and appointment of a new member
If re-appointed, their term of offi ce would expire at the end of the General Shareholders’ Meeting called in 2015 to approve the fi nancial statements of the preceding fi scal year. Short biographies of Mr. Jean-Martin Folz and Mr. Giuseppe Mussari appear in the exhibits to this report.
The term of offi ce of Mr. Ezra Suleiman expires at the end of this
The Board of Directors has also reviewed Mr. Marcus Schenck’s situation in light of the recommendations of the AFEP/
MEDEF Code of corporate governance of December 2008 and considers him independent. A short biography of
Company or the AXA Group, (iii) granting free shares to some or all employees or eligible executive offi cers of the Company or the AXA Group pursuant to the provisions of Articles L.225197 -1 et seq of the French Commercial Code, or, (iv) assigning shares to some or all present or former employees, executive offi cers and general insurance agents of the AXA Group in connection with the implementation of an employee savings plan pursuant to applicable laws and regulations, or any other employee savings plan, c) holding shares for the purpose of subsequent payment or in exchange in the event of potential external growth acquisitions, in compliance with market practice accepted by the AMF, d) delivering shares upon exercise of rights attached to securities representing debt
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 instruments giving a claim on the Company’s share capital, e) cancelling some or all of these shares, provided that the
Directors wishes to use this share repurchase authorization for any objective that has not been expressly listed above.
The acquisition, sale or transfer of these shares may be completed and paid for by all appropriate means in accordance with applicable laws and regulations.
In the event of a public offer on AXA’s shares, the Company may pursue the execution of its share repurchase program in accordance with Article 232-15 of the AMF General
Regulations, but only if the offer to purchase the Company’s shares is paid for exclusively and entirely in cash and if the repurchase transactions carried out pursuant to an ongoing program are consistent with the objectives mentioned above in points b) and d) and are not likely to compromise the success of the offer. In this respect, the Board of Directors believes it is important that the Company may, if need be, repurchase the Company’s shares, even in the event of a public offer, in order to comply with its obligations with regards to owners of securities representing debt instruments giving a claim on the
Company’s share capital (above-mentioned objective d)) or for the purpose of hedging employees and executive offi cers’
Meeting of April 29, 2010, under the eleventh resolution, shall be granted for a period of 18 months, starting from the date of this Shareholders’ Meeting.
Under the twenty-fourth resolution, the Board of Directors also requests from the General Meeting to grant full authority, for a period of 18 months, to the Board of Directors, with the right to sub-delegate as provided by law, to reduce the
Therefore, the Board of Directors proposes, in the ninth to the seventeenth resolutions, to renew, for a period of 26 months, the delegations of authority, with the right to sub-delegate as provided by law, allowing it to issue shares or other securities with a claim on the share capital and to choose, in the most appropriate manner with respect to market conditions, the most suitable means for the fi nancing of the Group development. These new authorizations would replace and render null and void the unused portion of the authorizations bearing the same objective that have been granted by the shareholders at their Meeting on April 30, 2009.
The upper limits of capital increases that may result from the ninth to the seventeenth resolutions detailed hereinafter are the followings: ■ €1 billion in nominal value for capital increases by means of capitalization of reserves, earnings or premiums
(ninth resolution), which represents, for reference purposes only, about 19% of the share capital as of February 3, 2011, provided that this upper limit is separate and distinct from the upper limits that may result from the other resolutions submitted to the Shareholders’ Meeting; ■ €2 billion in nominal value which corresponds to, for reference purposes only, approximately 38% of the share capital as of February 3, 2011, for capital increases by issue of ordinary shares or securities with a claim on ordinary shares, with preferential subscription rights of shareholders
February 3, 2011, for capital increases by issue of ordinary shares or securities with a claim on ordinary shares, without preferential subscription rights of shareholders, provided that (i) this upper limit is common to the issues that may be carried out pursuant to the eleventh and twelfth resolutions
Finally, the maximum nominal amount of debt instruments giving a claim to the Company’s share capital and issued pursuant to the tenth to the sixteenth resolutions may not exceed €6 billion.
The Board of Directors will establish, if necessary and in accordance with the law, at the time it implements such delegations, an additional report describing the defi nitive conditions of such issue. This report, as well as the Statutory
General Shareholders’ Meeting are detailed hereinafter: Capital increase through the capitalization of reserves, earnings or premiums (resolution 9)
In the ninth resolution, the Board of Directors requests from the General Shareholders’ Meeting, under the quorum and majority requirements pertaining to ordinary general shareholders’ meetings, a delegation of authority in order to increase the capital through capitalization of reserves, earnings or premiums, within the upper limit of a maximum nominal amount of to €1 billion. This upper limit is separate and distinct from the upper limits of the other resolutions submitted for vote by your Shareholders’ Meeting. The capital increases that may result from this resolution may be carried out, at the discretion of the Board of Directors, either by freely granting shares or by increasing the nominal value of existing shares.
General Shareholders’ Meeting, and from the amount of the debt instruments issued upon decision or authorization of the
– even retroactive – as of which they shall earn dividends, and the conditions under which the securities issued by virtue of this delegation shall give a claim to ordinary shares of the
Shareholders’ Meeting a delegation of authority to issue, through public offerings (eleventh resolution) and/or private placements to qualifi ed investors or a restricted circle of investors as defi ned in Article L.411-2 II of the French
(twelfth resolution), ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights.
Board of Directors considers it useful to have the possibility to carry out capital increases, without preferential subscription rights for the shareholders.
The nominal amount of the capital increases that may be carried out by virtue of the eleventh resolution may not exceed €1 billion, provided that this upper limit is deducted from the overall upper limit of €2 billion pursuant to the tenth resolution.
The Board of Directors may issue, through public offerings (eleventh resolution) and/or private placements
(twelfth resolution), ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, which may consist, in particular, in debt instruments, be combined with the issue of such debt instruments, or consist in instruments enabling the issue of such debt instruments, under the same conditions as those referred to in the tenth resolution. The nominal amount of the debt instruments that may be issued by virtue of the eleventh and twelfth resolutions shall be deducted from the €6 billion limit set by the tenth resolution. This upper limit is separate and distinct from the amount of securities giving the right to an allotment of debt instruments to be issued by virtue of the eighteenth resolution submitted to this General Shareholders’
Currently applicable laws and regulations provide for a price at least equal to the volume-weighted average quoted price of the share over the three trading days immediately preceding the setting of the price, with a maximum discount of 5%.
The use of the authorization detailed hereinabove would allow your Company, given markets volatility, to take advantage of potential opportunities to carry out an issue of securities when the market conditions would not allow an issue in the conditions set forth in the eleventh and twelfth resolutions. In the event this authorization is used, the Board of Directors must establish a supplementary report, certifi ed by the
Statutory Auditors, detailing the defi nitive conditions of such operation and providing information for an assessment of its effective impact on the shareholders’ situation.
Commercial Code, an authorization to increase the amount of an initial capital increase (carried out with or without preferential subscription rights of shareholders in application of the tenth to the thirteenth and the seventeenth resolutions), within the limit provided by applicable law (currently 15% of the initial issue), and at the same price as the price set for the initial issue. This authorization may apply if the Board of Directors notes an extra demand for subscriptions, in particular in order to grant a “green shoe” option conforming to market practice. The additional amount of capital increases that might result from the fourteenth resolution, granted by the Board of
Issue of ordinary shares or securities giving a claim to ordinary shares of the Company in the event of a public exchange offer initiated by the Company (resolution 15)
European Economic Area or a member of the Organization for Economic Cooperation and Development (OECD). The maximum amount of the capital increases that may be carried out by virtue of this resolution may not exceed €1 billion, to be deducted from the upper limit of €1 billion set in the eleventh resolution and the upper limit of €2 billion set in the tenth resolution.
The nominal value of the debt instrument which could be issued pursuant to this resolution would be deducted from the upper limit of €6 billion established in the tenth resolution.
This authorization automatically entails the express waiver by the shareholders of their preferential rights to subscribe to the shares or securities issued by virtue of this delegation, for the benefi t of the holders of the securities issued in the context of such public exchange offer.
Issue of ordinary shares or securities giving a claim to ordinary shares of the Company, in return for contributions in kind up to a maximum of 10% of the share capital (resolution 16)
In the sixteenth resolution, the Board of Directors requests from the General Shareholders’ Meeting a delegation of authority to issue ordinary shares or securities giving a claim to ordinary shares of the Company, in return for contributions in kind made to the Company in the form of shares or securities giving an immediate and/or deferred claim to the share capital, up to an upper limit of 10% of the capital of the Company. This amount shall be deducted from the upper limit of €1 billion established in the eleventh resolution and the upper limit of €2 billion set in the tenth resolution.
This authorization automatically entails the express waiver by the shareholders of their preferential rights to subscribe to the shares or securities issued by virtue of this delegation, for the benefi t of the holders of the shares or the securities so issued.
Issue of ordinary shares of the Company as a result of an issue of securities by subsidiaries of the Group (resolution 17)
In the seventeenth resolution, the Board of Directors requests from the General Shareholders’ Meeting a delegation of authority to issue ordinary shares of the Company as a result of the issue of securities by the subsidiaries of the Company giving a claim to ordinary shares of the Company. The upper limit of the capital increases resulting from this resolution may not exceed €1 billion, which amount will be deducted from the upper limit of €1 billion established in the eleventh resolution and the upper limit of €2 billion set in the tenth resolution.
This authorization automatically entails the express waiver by the shareholders of their preferential rights to subscribe to the ordinary shares of the Company to which the securities issued by the subsidiaries may give a claim, for the benefi t of the holders of the securities issued by subsidiaries. It is hereby specifi ed that the shareholders of the Company will not have a preferential right to subscribe to such securities.
VI – Delegation granted to the Board of Directors to issue securities that do not give a claim to the capital of the Company (resolution 18)
AXA Group, within the limit of €150 million in nominal amount.
This decision entails the express waiver by the shareholders of their preferential rights to subscribe to the shares or securities, if necessary freely granted, issued by virtue of this delegation, for the benefi t of such employees, executive offi cers or general insurance agents, as well as their rights to subscribe to the shares issued in the context of the issue of such securities.
Paris over the twenty trading days preceding the day on which the Board of Directors formally sets the opening date of the subscription period, nor higher than this average.
Board of Directors to do so, the Board of Directors may, if it deems appropriate, reduce or suppress the aforementioned discount in particular in order to take into consideration the new international accounting standards, or, inter alia, locally applicable legal, accounting, fi scal or social provisions.
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 of the AXA Group) of the 2010 Annual Report fi led with the
In the continuity of the nineteenth resolution, you are asked, in the twentieth resolution, to delegate to the Board of Directors, for a period of eighteen months, with the right to sub-delegate as provided by law, the power to carry out one or several capital increases reserved for (i) employees, executive offi cers and general insurance agents of the companies or economic interest groups affi liated with the Company pursuant to
The purpose of such capital increase is to allow the employees, executive offi cers or general agents of the AXA Group residing in certain countries to benefi t, taking into account locally applicable regulatory or fi scal restrictions, from structures that are as similar in economic profi le as is possible to those offered to the other employees of the Group in the context of the implementation of the nineteenth resolution.
The nominal amount of the capital increase that may result from the implementation of this delegation may not exceed €150 million, provided that this limit is common to the nineteenth and twentieth resolutions, so that the amount of the capital increase that may result from the implementation of the nineteenth and twentieth resolutions may not exceed the nominal amount of €150 million, but is separate and distinct from the upper limits of the capital increases resulting from the issues of ordinary shares or securities giving a claim on the share capital authorized by the other proposed resolutions.
lower than the average quoted price of the AXA share on
NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors formally sets the opening date of the subscription period, and the Board of
Directors may reduce or suppress any discount so granted if it deems such reduction or suppression appropriate in order, specifi cally, to comply with locally applicable legal, accounting, fi scal and social regulations.
Commission in 2010, under certain U.S. state laws, equity plans operated by our U.S. subsidiaries are required to be submitted to the approval of AXA shareholders, although they do not involve the issuance of new shares or the repurchase of shares by AXA itself.
VIII – Authorizations granted to the Board of Directors to allocate performance shares and subscription or purchase options to employees of the AXA Group
During its meeting of April 29, 2010, the shareholders transferred to the Board of Directors with the right to subdelegate as provided by law, the aggregate authorizations previously granted to the Management Board necessary to grant performance shares and subscription or purchase options to the employees of the AXA Group that were in effect at the time. These authorizations will expire in June, 2011.
The Board of Directors thus proposes, in its twenty-fi rst and twenty-second resolutions, to renew, for a period of thirty-eight months, the authorizations necessary to grant subscription or purchase options as well as performance shares to the employees of the AXA Group. These authorizations would replace and render null and void the unused portion of the authorizations granted for the same purpose by the shareholders at their Meeting of April 22, 2008.
Stock option plans and performance share plans are implemented by the Company in order to encourage the employees to play an effective part, directly or indirectly, in the achievement of results in the performance of the AXA Group.
Board of Directors, with the right to sub-delegate as provided by law, for a period of thirty-eight months from the date of this General Shareholders’ Meeting, to freely grant, in one or several times, existing or newly issued shares of the Company to certain employees and eligible executive offi cers of the
The purpose of the allotment of performance shares is to reward and to retain the best talents by associating them to the intrinsic performance of the AXA Group and of their operational business unit as well as to the performance of the AXA share in the medium-term (two to four years). The number of shares initially allotted is fi rst determined for each
The total number of shares that may be allocated by virtue of this authorization may not exceed 1% of the number of shares constituting the Company’s share capital on the date of the
(twenty-fi rst resolution) and the upper limits set in the other fi nancial authorizations proposed to the General Shareholders’
The allotment of the shares described above to their benefi ciaries will become defi nitive at the expiration of an acquisition period of at least two years, and the benefi ciaries must then hold these shares for a minimum period of two years from the defi nitive date of allotment of the shares. However, this holding period may be reduced or waived by the Board of
Directors for shares for which the acquisition period is set at a minimum of four years.
Group’s performance and the performance of the benefi ciary’s entity based on pre-determined quantitative objectives. These performance conditions, determined by the Board of Directors, are defi ned and reviewed every year in function of the Group’s strategic objectives. For example, in 2010, the performance indicators were related, (i) for the operational business units performance, to underlying earnings and net income and
The Board of Directors shall determine, on the day it grants the options, the subscription or purchase price of the shares within the limits and pursuant to the terms set by law, provided that such price shall not be less than the average quoted price of the AXA share on NYSE Euronext Paris for the twenty trading days prior to the date the Board of Directors grants such options.
All options so granted shall be exercised within a period of ten years commencing on the grant date. In accordance with the law, as for options allotted to eligible corporate offi cers, the Board of Directors may prohibit the exercise of options for as long as their benefi ciaries hold their positions or immediate resale with the obligation to own in registered form all or some of the shares that result from the exercise of options for as long as they hold their position. Notwithstanding the foregoing, if the Board of Directors decides to prohibit, pursuant to the provisions of Article L.225-185 of the French
Board of Directors proposes that the total number of options to be granted each year under this authorization to all of the executive offi cers of the Company may not exceed 10% of the aggregate options granted to all of the benefi ciaries during the same fi scal year by the Board of Directors under this authorization.
Company is entirely subject to the attainment of one or several quantitative performance conditions set by the Board of
Directors. For example, for the past few years, the exercise of all the options granted to executive offi cers was subject to the attainment of the performance condition requiring that the AXA share performed at least as well as the Dow Jones
A report established by the Board of Directors will inform the shareholders annually at a General Shareholders’ Meeting of all allotments of subscription or stock options granted under this resolution.
Part 2.2 “Full disclosure on executive compensation and share ownership” of the 2010 Annual Report fi led with the AMF and which is made available in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.
This authorization is implemented in accordance with the provisions of Article 22 of the law of December 3, 2008 en faveur des revenus du travail (in favor of earned income). The objective of this law is, in particular, to grant free shares and stock options to a larger category of benefi ciaries.
The plan envisaged by the Board of Directors, subject to adoption of the twenty-third resolution by the General
The freely allotted shares would be defi nitively acquired by their respective benefi ciaries at the expiration of an acquisition period of at least two years or four years depending on each country, subject to the condition that the concerned employee has not left the Group on the date of the defi nitive grant.
A report established by the Board of Directors will inform the shareholders annually at a General Shareholders’ Meeting of all allotments of shares granted under this resolution.
Pursuant to Decree n°2010-684 dated June 23, 2010 regarding shareholder rights in listed companies, these companies should allow their shareholders to notify, by electronic means, the appointment and revocation of their representative during General Shareholders’ Meetings. As a consequence, in the twenty-fi fth resolution, you are asked to approve the modifi cation of Article 23 of the Bylaws in order for the option granted to the Board of Directors by the Bylaws, which allows the transmission of the proxy by electronic form, to become mandatory on the one hand, and, on the other hand, to allow the shareholders to revoke, also by electronic form, the previously transmitted proxy.
The twenty-sixth resolution proposed for your approval is for the purpose of granting full authority to carry out all formal publication, fi ling and other requirements as the case may be, following this General Shareholders’ Meeting.
SUPPLEMENTAL REPORT BY THE DEPUTY CHIEF EXECUTIVE OFFICER (CAPITAL INCREASE RESERVED FOR EMPLOYEES OF THE AXA GROUP)
FCPE, or in any event provided for under law at the time of any early redemption prior to this date, will be equal to the amount of their personal contribution guaranteed in euros and a percentage of any gain on all of the shares they subscribed to through the FCPE.
Autorité des marchés financiers on July 6, 2010, defi ne more completely the parameters applicable to this operation.
Directors in its meeting on June 9, 2010, decided that the issue prices for the new shares would correspond to the following: ■ for the traditional formula, 80% of the arithmetical average of the opening price for AXA shares traded on
October 28, 2010: 1. fi nd that the average of the opening price for AXA shares traded on Compartment A of Euronext Paris for the period from September 30, 2010 (inclusive) to October 27, 2010
The effect of the issue of a maximum of 65,502,183 new shares on the holdings in the share capital of a shareholder owning 1% of the capital of AXA (1) and who does not subscribe to the increase in the share capital is as follows: Holding of the shareholder in the share capital
In addition, the effect of this issue on the interest in consolidated shareholders’ equity as at June 30, 2010, for a shareholder holding one AXA share and not subscribing to the increase in capital is as follows: ■ In the event where the entire offer is subscribed to under the traditional formula: Interest in consolidated shareholders’ equity as of June 30, 2010 (per share)
After the issue of the maximum number of 65,502,183 new shares €20.94
It is hereby reiterated that the numbers stated herein are calculated based on the theoretical maximum number of shares that can be issued in the context of the increase in share capital that is the subject of this report. For informational purposes only, under the Shareplan 2009 operation, a total number of 26,390,246 shares was subscribed to as follows: 1,792,503 new shares under the traditional formula, and 24,597,743 new shares under the investment leverage formula.
(General Shareholders’ Meeting on April 27, 2011 –10th, 11th, 12th, 13th, 14th 15th 16th and 17th resolutions)
Code, and in particular pursuant to its Articles L.228-135, L.225-136 and L.228-92, we hereby submit our report on the proposed delegations of authority to the Board of Directors for various issues of ordinary shares and/or securities, on which you are being asked to deliberate and vote.
On the basis of its report, your Board of Directors proposes to your General Meeting: ■ to delegate to the Board of Directors, with the right to sub-delegate, for a 26-month period, the authority to resolve the following issues, in France or abroad, and set their fi nal terms and, as the case may be, to waive your preferential subscription rights: • issue ordinary shares and/or securities giving a claim on ordinary shares of the Company, or, pursuant to Article L.228-93 of the
• issue ordinary shares of the Company to which the securities issued by one or more companies in which the Company directly or indirectly owns more than half of the capital may give a claim, without preferential subscription rights (17th resolution),
• issue ordinary shares and/or securities giving a claim on ordinary shares of the Company and/or the right to an allotment of debt instruments, in return for securities tendered to the Company, in France or abroad, during a public exchange offer initiated by the Company and complying with the conditions set in Article L.225-148 of the French Commercial Code (15th resolution),
The total nominal amount of debt instruments that may be issued pursuant to the 10th to 16th resolutions may not exceed €6 billion.
To the extent the 14th resolution is approved, the number of securities, which are to be created pursuant to the delegations of authority referred to in the 10th to 13th and 17th resolutions, may be increased in the conditions set forth in Article L.225-135-1 of the
French Commercial Code. Our role is to express an opinion on the fairness of the fi gures resulting from the fi nancial statements, on the proposal for suppression of the preferential subscription rights and on other information pertaining to the issue contained in this report.
Since the amount of the issue price is not set, we do not express any opinion as to the fi nal terms according to which the issues can be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights of the 11th, 12th, 13th and 17th resolutions.
In accordance with Article R.225-116 of the French Commercial Code, we will submit a supplementary report, as the case may be, when your Board of Directors will recourse to these authorizations in the event of issues of ordinary shares without preferential subscription rights and of issues of securities giving a claim on the capital and/or the right to an allotment of debt instruments.
SPECIAL REPORT OF STATUTORY AUDITORS ON THE ISSUE OF SECURITIES ENTITLING TO AN ALLOTMENT OF DEBT INSTRUMENTS
Code, and in particular pursuant to its Article L.228-92, we hereby submit our report on the proposed delegation of authority to your
On the basis of its report, your Board of Directors proposes to your General Meeting to authorize it, for a 26-month period, to resolve such operation. If applicable, it shall set the defi nitive terms of such issue.
French Commercial Code. Our role is to express an opinion on the fairness of the fi gures resulting from the fi nancial statements, and on other information pertaining to the issue contained in this report.
Acting on the basis of its report, your Board of Directors proposes that you grant it, over a period of 18 months and with the right to sub-delegate, the power to set the terms of such capital increase and that you waive your preferential subscription rights on any shares or securities granting a claim to shares to be issued.
Your Board of Directors is required to prepare a report in accordance with Articles R.225-113 and R.225-114 of the French Commercial
Code. We are required to give our opinion on the fairness of the fi gures resulting from the fi nancial statements, on the proposal for suppression of the preferential subscription rights and on other information pertaining to the issue contained in this report.
We performed our work in accordance with the standards of our profession applicable in France. Those standards require that we plan and perform procedures to verify the fairness of the information provided in the report of the Board of Directors and the fairness of the terms and conditions under which the issue price is being determined.
Notwithstanding subsequent review of the fi nal 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 Board of Directors.
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 according to which the capital increase will be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights.
REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO GRANT SUBSCRIPTION OR PURCHASE OPTIONS TO EMPLOYEES AND ELIGIBLE EXECUTIVE OFFICERS OF THE AXA GROUP
In our capacity as Statutory Auditors of AXA and as required under the provisions of Article L.225-177 and R .225-144 paragraph 2 of the French Commercial Code, we hereby submit this report on the grant of stock purchase and/or stock subscription options to certain employees and eligible executive offi cers of the Company and of affi liated economic interest groups or companies pursuant to the conditions defi ned in Article L.225-180 of the French Commercial Code.
Your Board of Directors is required to prepare a report on the reasons of such grants as well as the terms and conditions under which the subscription or purchase price is being determined. Our role is to express our opinion regarding these terms and conditions under which the subscription or purchase price is being determined.
We performed our work in accordance with the standards of our profession applicable in France. These standards require that we verify whether the proposed reasons and conditions to determine the subscription or purchase price are mentioned in the Board of Directors’ report and are in accordance with the provisions set by law, provide the shareholders with deeper insight and are appropriate.
REPORT OF THE STATUTORY AUDITORS ON THE GRANT OF EXISTING OR NEWLY ISSUED SHARES TO CERTAIN EMPLOYEES AND ELIGIBLE EXECUTIVE OFFICERS OF THE COMPANY
Your Board of Directors proposes that you authorize it, over a period of 38 months, to freely grant existing or newly issued shares of the Company. It is required to prepare a report on such grants. Our role is to express our opinion regarding the information given on these grants.
We performed our work in accordance with the standards of our profession applicable in France. These standards require that we verify whether the terms and conditions proposed in the Board of Directors’ report are in accordance with the provisions set by law.
of the number of shares constituting the Company’s share capital on the date the shares are granted.
We have no matter to report concerning the information given in the Board of Directors’ report on such grants.
We performed our work in accordance with the standards of our profession applicable in France. These standards require that we verify whether the reasons and the conditions of the capital reduction, which does not impair the equality between the shareholders, are appropriate.
(Decision of the Deputy Chief Executive Offi cer on October 28, 2010)
Employee Stock Purchase Plan (PEEG) sponsored by AXA entities in France and (ii) current or former employees enrolled in the
International Employee Stock Purchase Plan (PIAG) sponsored by AXA entities the registered offi ces of which are located outside
During this General Shareholders’ Meeting, the shareholders authorized the Board of Directors, with the right to sub-delegate, to decide the implementation of such transaction, over a period of 18 months, up to a maximum nominal amount of €150 million. On
AXA shares over a 20-day period ending on October 27 (inclusive) (after rounding up to the nearest eurocent); ■ for the investment leverage formula, the unit subscription price will be €11.01, i.e. 83.29% of the arithmetical average of the opening price for AXA shares over a 20-day period ending on October 27 (inclusive) (after rounding up to the nearest eurocent).
It is the responsibility of the Deputy Chief Executive Offi cer to prepare a supplementary report in accordance with Articles R.225-115 and R.225-116 of the French Commercial Code. We are required to give our opinion on the fairness of the fi gures resulting from the fi nancial statements, on the proposal to waive the shareholders’ preferential subscription rights and on certain other information concerning the issue and contained in this report.
■ the conformity of the terms and conditions of the transaction with regards to the delegation granted by the General Shareholders’
Meeting, and the fairness of the information provided in the supplementary report of the Deputy Chief Executive Offi cer 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
for the fi scal year ended on December 31, 2010 as presented, together with the transactions refl ected therein or referred to in the aforementioned reports.
Approval of the consolidated fi nancial statements for the fi scal year 2010
The shareholders further resolve that a dividend of €0.69 per share shall be made available for payment on May 4, 2011 for each of the 2,320,105,237 existing shares earning dividends on January 1, 2010.
Mr. Ezra Suleiman whose term expires at the close of this
report and the description of the share repurchase program established in accordance with Articles 241-1 et seq of the Autorité des marchés financiers (the “AMF”) General
2) Resolve that the acquisition of these ordinary shares may be made for the following purposes: a) optimizing the liquidity of the AXA ordinary shares, in particular to foster regular and liquid trading in the securities through a liquidity contract that complies with the Association française des marchés financiers
or affi liated entities or economic interest groups as defi ned in Article L.225-180 of the French
Commercial Code, (ii) granting free shares to former or present employees, executive offi cers and general insurance agents enrolled in a employer-sponsored company savings plan sponsored by the Company or the AXA Group, as a grant (“abondement”) and/
or its affi liated entities or economic interest groups in particular in accordance with Article L.225-1972 of the French Commercial Code, in connection with the provisions of Articles L.225-197-1 et seq of the French Commercial Code, or (iv) assigning shares to some or all present or former employees, corporate offi cers and general insurance agents of the Company or the AXA Group in connection with the implementation of any employee savings plan in accordance with the applicable laws and regulations, in particular Articles L.3332-1 et seq of the French
Labor Code, or any other employee savings plans, or more generally performing all hedging operations relating to employee share plans as set forth in this point (iv);
Company, or in the context of public offerings initiated by the Company, at such time as the Board of Directors deems appropriate.
February 3, 2011. The upper limit of this authorization is separate and distinct from the upper limits applying to issues of ordinary shares or securities granting a claim on the capital authorized by the subsequent resolutions submitted to this Shareholders’ Meeting. The nominal value of ordinary 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
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 issued by virtue of this resolution, as required by law or applicable contractual terms providing for other cases of adjustment, shall be added to this upper limit.
• determine the number of new ordinary shares to be issued and/or the amount by which the nominal value of the existing shares constituting the share capital of the Company will be increased,
• set the date, even retroactive, from which the new shares will earn dividends or from which the increase of the existing shares’ nominal value will be effective,
• resolve that, where appropriate, any odd lot will not be negotiable or assignable, and the corresponding shares will be sold, with the proceeds of such sale being distributed among the owners of the allotment rights within the time period set forth in applicable regulations,
• take all necessary measures to safeguard the rights of security holders or other rights granting any claim to the capital, in accordance with legal and regulatory provisions and, where appropriate, any contractual stipulations providing for other cases of adjustment,
• charge the expenses relating to the corresponding capital increase to one or several available reserve accounts and, where appropriate, deduct the required sums in order to bring the legal reserve to one-tenth of the new share capital after each issue,
• ratify the completion of any capital increases resulting from this resolution and amend the Bylaws accordingly, carry out all formalities and declarations, and request and gather all authorizations necessary to the completion of these issues.
This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders’
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital of the Company by issuing ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, with preferential subscription rights of the shareholders
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and noted that the Company’s share capital is fully paid up, pursuant to the provisions of Articles L.225-129-2, L.228-92 and L.228-93 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, to resolve one or several capital increases, in France or abroad, by issuing ordinary shares and/or securities of the Company giving an immediate and/or deferred claim to the capital of the
Shareholders’ Meeting shall be deducted from this upper limit. 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 may be issued by virtue of this resolution, as required by law or applicable contractual terms providing for other cases of adjustment, shall be added to this upper limit.
2) Resolve that the securities giving a claim to the Company’s share capital or the capital of a Subsidiary so issued may specifi cally consist in debt instruments, be combined with the issue of such instruments, or consist in instruments that enable the issue of such instruments. These securities may or may not be subordinated or dated, and may be issued in euros, in any other currency, or in any monetary unit established by reference to several currencies.
4) Duly note that the shareholders have preferential subscription rights to the ordinary shares and securities to be issued by virtue of this resolution, pro rata the
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 number of shares they own. The Board of Directors shall set the conditions and restrictions under which the shareholders may exercise their preferential subscription rights on the basis of their exact rights, as provided by law. Furthermore, the Board of Directors may grant shareholders the right to subscribe an additional number of shares to which they are entitled as of right, to be exercised pro rata their subscription rights and limited to the number of shares requested by them.
Article L.225-134 of the French Commercial Code, specifi cally, by offering all or a portion of the unsubscribed securities to the public.
• enter into all agreements, especially in order to ensure the furtherance of all issues, to complete, in one or several offerings, the aforementioned issues, in such amounts and at such time as it deems appropriate, in France and/or abroad, if applicable, or to postpone such,
This authorization replaces and renders null and void the unused portions of the authorization granted by the shareholders at their Meeting of April 30, 2009, under the twelfth resolution. It is granted for a period of 26 months, starting from the date of this Shareholders’ Meeting.
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital of the Company through the issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights of the shareholders, in case of public offerings
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ report and noted that the share capital of the Company is fully paid up, pursuant to the provisions of Articles L.225-129-2, L.225-135, L.225-136,
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion, i.e. approximately 19% of the share capital as of February 3, 2011, provided that the total nominal amount of capital increases that may be carried out by virtue of this resolution, the tenth resolution and the twelfth to the seventeenth resolutions submitted to this General Shareholders’ Meeting shall not exceed an overall cap of €2 billion set at paragraph 1) of the tenth resolution hereinabove. 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 on the Company’s share capital, as required by law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits if applicable.
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 2) Resolve that the securities giving a claim to the share capital of the Company or a Subsidiary, issued by virtue of this resolution may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments enabling the issue of such debt instruments.
3) Duly note that this delegation entails the express waiver by the shareholders of their preferential subscription rights on the Company’s ordinary shares to which the securities issued pursuant to this delegation may give a claim.
5) Resolve that in the event the above-defi ned issues of ordinary shares or securities giving a claim to the capital are undersubscribed, the Board of Directors may implement, in the order it deems appropriate, any or all of the options set forth in Article L.225-134 of the French
7) Resolve that the Board of Directors shall have all powers, with the right to sub-delegate as provided by law, to implement this resolution, and specifi cally to: • determine the nature, amount and terms of each issue, as well as the securities to be issued and specifi cally determine the category of the securities, and establish, taking into account the indications set forth in its report, their subscription price, with or without payment of a premium, the methods of paying up the securities issued, the date – even retroactive – as of which they shall earn dividends, the conditions under which the securities shall give a claim to ordinary shares of the
Company or a Subsidiary, if applicable, the terms and conditions of their repurchase and their possible cancellation, as well as the option to suspend the exercise of the rights to be granted ordinary shares in respect of the securities to be issued,
• charge, on the share premium(s), if need be, all expenses related to the completion of the issues, as well as all sums required in order to bring the legal reserve to one-tenth of the new share capital after each issue,
• enter into all agreements, especially in order to ensure the furtherance of all issues, to complete, in one or several offerings, the aforementioned issues, in such amounts and at such time as it deems appropriate, in
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 30, 2009, under the thirteenth resolution. It is granted for a period of 26 months, starting from the date of this Shareholders’ Meeting.
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital of the Company through the issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights of shareholders, through private placement as set forth in Article L.411-2 II of the French Monetary and Financial Code
meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ report and having noted that the share capital of the Company is fully paid up, pursuant to the provisions of Articles L.225-129-2, L.225-135, L.225-136,
L.228-92 and L.228-93 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, to resolve one or several capital increases, in France or abroad, in the context of offerings as set forth in section II of Article L.411-2 of the French Monetary and Financial Code, in the conditions and limits provided for under applicable laws and regulations, through the issue, without preferential subscription rights of the shareholders, of ordinary shares of the Company and/or securities giving an immediate and/or deferred claim by any means, to the
Article L.411-2 of the French Monetary and Financial Code, resolved by virtue of this resolution, may be carried out in one or more offerings issued simultaneously, with offers such as those in application of the eleventh resolution submitted to this Shareholders’ Meeting General.
of the tenth resolution hereinabove. The nominal value of the shares to be issued in order to safeguard the rights of owners of securities or other rights giving a claim on the Company’s share capital, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
2) Resolve that the securities giving a claim on the share capital of the Company or a Subsidiary, issued by virtue of this resolution may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments enabling the issue of such debt instruments.
3) Duly note that this delegation entails the express waiver by the shareholders of their preferential rights to subscribe to the Company’s ordinary shares to which the securities issued by virtue of this delegation may give a claim.
• take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to the capital of the Company, in accordance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment,
• charge, on the share premium(s), if need be, all expenses related to the completion of the issue, as well as all sums required in order to bring the legal reserve to one-tenth of the new share capital after each issue,
Authorize the Board of Directors, with the right to subdelegate as provided by law, in the event of an issue of ordinary shares and/or securities giving an immediate and/or deferred claim, by any means, immediately or in the future, to the capital of the Company or of a company in which it directly or indirectly owns more than half of the capital (a
“Subsidiary”), without preferential subscription rights, under the terms, and specifi cally the amount, set forth in the eleventh and twelfth resolutions, to depart from the price-setting terms set forth in the aforementioned resolutions and determine the issue price pursuant to the following conditions: The issue price may not be less than, at the discretion of the
Board of Directors, (a) the volume-weighted average quoted price of the share on NYSE Euronext Paris over the trading day preceding the setting of the issue price or (b) the volumeweighted average quoted price of the share on NYSE Euronext
Paris set over the trading day at the time the issue price is set, in each case potentially less a maximum discount of 5%.
The issue price for securities other than ordinary shares shall be the amount collected immediately by the Company added to, where appropriate, the amount that may subsequently be collected by the Company i.e., for each ordinary share issued as a result of from the issue of these securities, at least equal to the amount set forth in the above paragraph.
The maximum nominal amount of capital increases that may be carried out by virtue of this resolution may not exceed 10% of the share capital for each 12-month period as well as the global upper limit referred to in paragraph 1) of the eleventh resolution herein, which includes this amount.
This authorization replaces and renders null and void the unused portion of the authorization granted by the
General Shareholders’ Meeting of April 30, 2009, under the fourteenth resolution. It is granted for a period of 26 months from the date of this Shareholders’ Meeting.
meetings, and having reviewed the Board of Directors’ report and Statutory Auditors’ special report and in accordance with the provisions of Articles L.225-135-1 and R.225-118 of the
Authorize the Board of Directors, with the right to sub-delegate as provided by law, to resolve, for each issue made by virtue of the tenth to the thirteenth and the seventeenth resolutions, to increase the number of ordinary shares and/or securities to be issued, at the same price as the initial issue and under the same legal and regulatory conditions, if the issue is oversubscribed, specifi cally in order to grant an option for overallowance in accordance with market practice and within the limit provided in the tenth and eleventh resolutions respectively.
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital through the issue of 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
French Commercial Code, and decide, if need be, the waiver of the shareholders’ preferential subscription rights to the ordinary shares and/or securities to be issued, in favor of the owners of the securities tendered in the public exchange offer.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion, provided that on the one hand this upper limit is to be deducted from the upper limit referred to in paragraph 1) of the eleventh resolution, and on the other hand the total nominal amount of capital increases carried out by virtue of this resolution, the tenth to the fourteenth resolutions and the sixteenth and the seventeenth resolutions shall not exceed a total amount capped at €2 billion as set in paragraph 1) of the tenth resolution hereinabove. The nominal value of additional shares issued to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that may 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.
Company’s capital so issued may specifi cally consist in shares or debt instruments or be combined with the issue of such instruments, or consist in instruments that enable the issue of such instruments.
The nominal amount of the debt instruments that may be issued by virtue of this delegation shall not exceed €6 billion, or the equivalent amount in another currency or any other monetary unit established by reference to several currencies. This amount shall be deducted from the upper limit set forth in paragraph 2) of the tenth resolution hereinabove. These debt instruments shall have the same forms and characteristics as those referred to in the tenth resolution.
4) Resolve that the Board of Directors shall have full powers, including the right to sub-delegate authority as provided by law, to implement this resolution, and specifi cally to: • set the exchange ratios and, if required, determine the amount of the cash bonus to be paid; • determine the terms and conditions of the issue and the nature of the securities that may be issued by virtue of this resolution; • record the number of securities tendered in the exchange offer; • determine the dates and terms of issue, especially the issue price and the date – even retroactive – as of which the new shares and/or, if applicable, the securities giving an immediate and/or deferred claim to shares of the Company, shall earn dividends; • 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 accordance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • record on a “contribution premium” account, which will include the shareholders’ rights, as a balance sheet liability, the differential between the issue price of new shares and their par value; • charge, on such “contribution premium” account, if need be, all expenses incurred and rights granted as a result of the public exchange offer and, if necessary, to charge on the contribution premium the sums required in order to bring the legal reserves to one-tenth of the new share capital after each issue; • ratify the completion of the capital increases by virtue of this resolution and amend the Bylaws accordingly, and to complete all formalities and declarations and obtain all necessary authorizations in connection with the completion of these issues.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 30, 2009, under the sixteenth resolution. It is granted for a period of 26 months, starting from the date of this Shareholders’ Meeting.
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 2) Resolve that the securities giving a claim to the share capital of the Company, issued by virtue of this resolution may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments enabling the issue of such debt instruments.
The nominal amount of the debt instruments that may be issued by virtue of this delegation shall not exceed €6 billion, or the equivalent amount in another currency or any other monetary unit established by reference to several currencies. This amount shall be deducted from the upper limit set forth in paragraph 2) of the tenth resolution herein. These debt instruments shall have the same forms and characteristics as those referred to in the tenth resolution.
French Commercial Code; • determine the dates, conditions of issue, and specifi cally the price and the date – even retroactive – as of which they shall earn dividends, of the new shares and/
This authorization replaces and renders null and void the unused portions of the authorization granted by the shareholders at their Meeting of April 30, 2009, under the seventeenth resolution. It is granted for a period of 26 months, starting from the date of this Shareholders’ Meeting.
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of Articles L.225-129 to L.225-129-6 and L.228-93 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, upon the eleventh resolution hereinabove, to resolve the issue of ordinary shares of the
Company to which the securities issued by one or more companies in which the Company directly or indirectly owns more than half of the capital (a “Subsidiary”) may give a claim.
The total nominal amount of the capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion, provided that on the one hand this upper limit is to be deducted from the upper limit referred to in paragraph 1) of the eleventh resolution, and on the other hand the total nominal amount of capital increases carried out by virtue of the tenth to this resolution shall not exceed a total amount capped at €2 billion as set in paragraph 1) of the tenth resolution hereinabove. The nominal value of additional shares issued to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that may be issued by a
Company at the time of issue for each ordinary share issued as a result of these securities’ issues, shall be, in accordance with the provisions of the eleventh, twelfth and thirteenth resolutions, for each ordinary share issued as the result of the issues of these securities, at least equal to the minimum amount set forth in the legislation, subject to any possible adjustments needed in case of a different date for dividends earning.
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 3) Resolve that the Board of Directors will have powers, with the right to sub-delegate as provided by law, to implement this resolution, with the agreement of any boards of directors, management boards, or other competent governing or managing bodies of the Subsidiaries that issue the securities referred to in this resolution, and specifi cally to: • determine the amounts of the issue; • determine the terms of the issue and the category of the securities to be issued under this resolution; • determine the date – even retroactive – as of which the securities to be created shall earn dividends; • take all necessary measures to safeguard the rights of owners of securities giving a claim to shares of the
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 30, 2009, under the eighteenth resolution. It is granted for a period of 26 months, starting from the date of this Shareholders’ Meeting.
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of Articles L.225-129 to L.225-129-6, L.228-91 and L.228-92 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, to resolve the issue, in one or several offerings, in the amounts and at the times it deems appropriate, in France or abroad, in euros or in any monetary unit established by reference to several currencies, bonds with bond warrants attached, and, more generally, securities giving rights to the allotment, immediately or in the future, of debt instruments such as bonds and related securities, subordinated securities that have or do not have a term date, or all other securities granting, in a same issue, the same claims on the
Company or its affi liated companies or economic interest groups within the meaning of Article L.225-180 of the
The total nominal amount of the capital increases that may be carried out by virtue of this resolution shall not exceed €150 million, it being specifi ed that this maximum amount is common to the capital increases that may be carried out pursuant to this resolution and the twentieth resolution hereinbelow, but is separate and distinct from the upper limits of the capital increases resulting from the issues of ordinary shares or securities giving a claim on the share capital authorized by the other resolutions hereinabove.
Where appropriate, the nominal value of the ordinary shares to be issued by virtue of this resolution in order to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital, as required by 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 employeesponsored 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.
French Labor Code, provided that, pursuant to the abovementioned Articles, the maximum discount set shall not exceed 20% of the average quoted price of the AXA
share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors formally set the opening date of the subscription period.
6) Grant the Board of Directors full authority, subject to the limits and conditions stipulated hereinbefore, to determine the terms and conditions of such transactions, to defer the implementation of the capital increase and specifi cally to: • resolve that the issues may be subscribed directly by eligible benefi ciaries 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;
The Board of Directors may delegate, to any person authorized by law, full authority to carry out the share capital increases mentioned in this resolution, as well as the authority to postpone them, to the extent and in accordance with the terms and conditions that it may defi ne beforehand.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 29, 2010, under the twelfth resolution.
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, pursuant to the provisions of Articles L.225-129 et seq and L.225-138 of the
2) Resolve to waive the preferential subscription rights of the shareholders on the shares issued by virtue of this resolution and to reserve the subscription rights to the category of benefi ciaries meeting the following characteristics: (i) the employees, executive offi cers and general insurance agents, or certain of them, of the companies or economic interest groups affi liated with the
Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor Code and incorporated outside of
France, (ii) and/or mutual funds or other employee savings plans or share plan entities which invest in shares of the
4) Resolve that the issue price of the new shares to be issued pursuant to this authorization (i) shall not be more than 20% lower than the average quoted price of the AXA
share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors sets the opening date of the subscription to a capital increase carried out by virtue of the nineteenth resolution adopted by this Shareholders’ Meeting, nor higher than this average, and, (ii) shall not be more than 20%
Board of Directors may decide to reduce or cancel any discount so granted, if it deems appropriate, in order to take into account locally applicable legal, social, tax or accountancy regulatory rules.
5) Resolve that the Board of Directors will have full powers, with the right to sub-delegate as provided by law, to implement this delegation, including postponing or delaying such, and specifi cally to: • determine 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 for such shares,
• set the list of benefi ciaries of the suppression of the preferential subscription rights within the categories above defi ned, as well as the number of shares to be subscribed by each of them,
• take all necessary measures for the furtherance of the issues,
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 29, 2010, under the thirteenth resolution. It is granted for a period of 18 months, starting from the date of this Meeting.
Code, to grant, in one or several times, Company’s stock purchase and/or stock subscription options to certain employees and eligible executive offi cers of the Company and its affi liated companies or economic interest groups within the meaning of Article L.225-180 of the French
2) Resolve that the options granted under this authorization may not allow their benefi ciaries to subscribe or purchase a total number of shares greater than 2% of the number of shares constituting the share capital of the Company on the date of allotment of the options by the Board of
Directors, provided that this maximum number is set without taking into consideration the number of shares to be issued, where appropriate, under the adjustments to be made to safeguard the rights of the benefi ciaries of such options, in accordance with applicable legal requirements.
3) Resolve that the options granted to the Company’s executive offi cers under this authorization may not correspond to more than 10% of the aggregate options granted during each fi scal year by the Board of Directors by virtue of this authorization.
These conditions may include immediate sale prohibitions for all or a portion of the shares, which prohibitions may not exceed three years from the date of the exercise of the option. In exception to the above, the Board of Directors may, as provided by law concerning the executive offi cers, apply a prohibition of exercise before the expiration of their terms or of immediate resale with a nominal obligation to hold all or part of the shares resulting from the exercise of the options until the expiration of their terms.
7) Resolve that the purchase and subscription options shall be exercised before the expiration date determined by the Board of Directors, which may not exceed ten years starting from the grant date. Notwithstanding the foregoing, in case of a prohibited exercise of these options imposed by the Board of Directors to an executive offi cer pursuant to the provisions of Article L.225-185 of the French Commercial Code, the deadline for exercise shall not expire before a minimum period of six months starting from the date the prohibition expires and will be postponed accordingly.
• determine the price and conditions under which the options are granted,
• set the list of benefi ciaries and the number of options to be allocated to each of them,
• determine the conditions under which the price and the number of shares to be subscribed or purchased will be adjusted in compliance with applicable regulations,
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, 1) Authorize the Board of Directors, pursuant to the provisions of Articles L.225-197-1 I et seq of the French
Commercial Code, to freely grant existing or newly issued shares of the Company, in one or several times, to certain employees and eligible corporate offi cers of the Company and its affi liated companies or economic interest groups within the meaning of Article L.225-197-2 of the French
2) Resolve that the total number of shares freely granted by virtue of this authorization may not exceed 1% of the number of shares constituting the Company’s share capital on the date of the Board of Directors’ decision to grant such shares, provided that this maximum number is set without taking into consideration the number of shares to be issued, where appropriate, under the adjustments to be made to safeguard the rights of the benefi ciaries of the free allocation of the shares.
4) Resolve that the defi nitive grant of the shares will be specifi cally subject in whole to the satisfaction of the quantitative performance conditions set by the Board of
The Board of Directors may, as provided by law concerning the executive offi cers involved, impose a prohibition against the transfer of freely allocated shares prior to the expiration of the term of their mandate or determine the number of these shares to be held in registered form until the expiration of the term.
5) Resolve that the allocation of the shares to the benefi ciaries will become defi nitive: (i) for all or part of the shares allocated, at the expiration of a minimum acquisition period of four years; or
These shares will have a minimum holding period of two years, which will begin on the date of their defi nitive allocation. However, this holding period may be reduced or waived by the Board of Directors for shares for which the acquisition period has been set at a minimum of four years.
The defi nitive acquisition of the shares and the right to transfer them freely shall be acquired by the benefi ciary if the benefi ciary qualifi es as disabled pursuant to
7) Grant to the Board of Directors, with the right to subdelegate as provided by law, all powers to give effect to this resolution, within the time period set for it, and specifi cally to: • set the list of benefi ciaries of the allocation of the shares and the number of shares to be allocated to each of them,
• determine the date and the terms of allocation of the shares, and in particular the period at the expiration of which the allocations will become defi nitive and, where appropriate, the holding period for each benefi ciary,
• determine the conditions relating to the performance of the Company, the AXA Group or its entities and, where appropriate, the criteria for allocation of the shares,
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 premiums to be capitalized for the purpose of paying in such shares, charge, on the share premium(s), if need be, all expenses related to such capital increases, as well as all sums required in order to bring the legal reserve to one-tenth of the new share capital after each increase, ratify the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, and more generally do all that is necessary for the proper completion and execution of such issues,
Code, to freely grant existing or newly issued shares of the Company, in one or several times, to employees or eligible executive offi cers of the Company and its affi liated companies or economic interest groups within the meaning of Article L.225-197-2 of the French Commercial
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 more generally do all that is necessary for the proper completion and execution of such issues,
• and more generally ratify the defi nitive dates of allocation and the dates as of which the shares may be freely transferred, taking into account any applicable legal restrictions, enter into any agreements, establish any documents, carry out all necessary formalities and declarations with any organisms and do all that is otherwise necessary.
This authorization is granted for a period of 38 months, starting from the date of this Shareholders’ Meeting.
Code; 1) Authorize the Board of Directors to cancel, in one or several times, all or a portion of the ordinary shares acquired by the Company and/or that it may acquire in the future pursuant to any authorization granted by an Ordinary Shareholders’ Meeting in application of
• charge the difference between the book value of the cancelled ordinary shares and their nominal value on any available premiums and reserves,
• complete all formalities and declarations necessary with all authorities, and more generally do all that is necessary.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 29, 2010, under the fourteenth resolution. It is granted for a period of 18 months, starting from the date of this Shareholders’ Meeting.
shall from now on be drafted as follows: “Shareholders may vote by mail in accordance with applicable legal and regulatory provisions. In particular, any shareholder may mail voting forms prior to meetings of shareholders either
meetings, grants full authority to the bearer of an original, a copy or an excerpt of the minutes of this Shareholders’ Meeting in order to carry out all publication and fi ling formalities, and generally do all that is necessary.
CANDIDATES WHO ARE MEMBERS OF THE BOARD, AND WHOSE TERMS ARE UP FOR RENEWAL
■ Peugeot Citroën Automobiles (1) End of mandate March 1, 2011.
Number of AXA shares held as of December 31, 2010: none
(Germany) / Berkeley (United States) and holds a doctorate degree in economics from the University of Cologne
(Germany). In 1991, he joined McKinsey & Co. in Germany as consultant. Initially, he worked on assignments in different industries including steel, tourism, retail and banking. As a Senior Engagement Manager he was a member of the fi nancial institutions practice. In 1997, he started as a senior associate for Goldman, Sachs & Co. oHG in Frankfurt am Main
(Germany). In 2001, he became Managing Director and partner in 2002. From 2005 to 2006, he was head of investment banking of the German speaking Region. Since December 2006, Mr. Marcus Schenck is Chief Financial Offi cer of E.ON
Director or member of the Supervisory Board: ■ Commerzbank AG (Germany)
Responsibility. At a Group-level, it includes the formal integration of CR into local and Group strategic planning processes; the creation of a senior executive-level network of Chief Corporate
CR areas and is included in annual objectives; the launch of
The Social Data Report covers: 1) entities (companies and/or organizations) of which AXA owns, on December 31st 2010, directly or indirectly, at least 50% of the capital or voting rights.
owns, on December 31st 2010, directly or indirectly, at least 10% of the capital or voting rights, and has the management control, alone or acting in concert with a third party, within the meaning of Article L.233-3 of the French Commercial Code.
AXA’s internal opinion survey “Scope 2010” shows a high satisfaction level amongst our employees: 73% think their job is a source for personal growth and fulfi lment.
continued to recruit in 2010 and recorded about 27.000 entries, of which almost 14.000 were sales employees. In this total number of entries, 648 were re-hires into the company. The number of fi xed-term contracts transformed into open-ended contracts increased as well (1.713 employees in 2010 vs.
Pacifi c (vs. 25% in 2009), 13% in the Americas (no change) and 2% in Africa (no change).
In June 2009, the Group EWC agreement (available on www.axa.com) was renewed for an indefi nite term starting
AXA holds two plenary meetings a year, in combination with a preparatory and post-plenary session systematically held for debriefi ng. These plenary meetings are always attended by the Chairman of the AXA Management Committee. Moreover, the EWC’s bureau, which features thirteen representatives, meets monthly.
In addition to the EWC’s work, numerous collective bargaining agreements are signed. For example, in France, 9 collective agreements have been signed throughout 2010. These agreements included for example the implementation of an innovative stress prevention programme, the renewal of a three-year salary agreement for administrative staff, and the renewal of employee representation organisations and of social dialogue rights, in accordance with France’s new legislation in this area. More generally, beyond Europe, the Group strives to ensure that employees are fairly represented in all major countries where it is present.
The average number of working hours per week in AXA is 36 hours and the average number of working days is 229 days.
Overtime compared to the total number of working hours has slightly increased from 1.6% in 2009 to 1.9% in 2010.
AXA’s local entities have developed various programs to improve their employees’ work-life-balance. AXA Germany has implemented several childcare measures such as “parentoffi ces” which can be booked in case the regular childcare solution fails, or offers advice on fi nancial support for private childcare-offers during school vacation periods, a 2-weekprogram for employee children during the summer holidays,
in 2009 to 17.2% in 2010); 3) the increase in FTE’s of 1.5%
AXA France’s agreement includes provisions related to paper consumption, and the AXA Group headquarters (GIE) includes criteria related to local carbon emissions reductions in the calculation of its profi t sharing agreement. AXA France has also set aside a dedicated budget since 2008 to address gender-based pay gaps.
AXA local entities continued with their focus on diversity and inclusion based on locally-driven dynamics.
In 2011, AXA kicked off the year with a Diversity & Inclusion
& Inclusion Best Practices Award. This was the fi rst year for the award, and there were 21 entries from 14 affi liates.
In early 2011, AXA will establish a Group diversity & inclusion strategy that will encompass a focus on our employees, our culture, and our customers, as well as leadership. Within this strategic framework, AXA Group will address some aspects of diversity and inclusion on a global level, such as gender.
This positive data trending has been a result of numerous gender initiatives implemented across AXA with a long term goal of achieving gender balance at all levels. In 2010, AXA
“Diversity Charter”), extending the 2005 anonymous resumes policy to all job applicants as a way of ensuring fair treatment
in 2010, a collective agreement signed between management and local trade unions to prevent gender discrimination and promoting work-life fl exibility. The plan includes initiatives such as sexual and moral harassment incident reporting with nonretribution guarantees, application forms and interviews devoid of irrelevant personal questions, and maternity/paternity leave measures. AXA Switzerland launched a Gender Mentoring program in 2009 whereby senior executives mentored female employees to exchange career experiences, discuss different life situations and increase the visibility of top talents. The program was extended in 2010 and a Diversity Council was launched. AXA Equitable (USA) hosted an event to honour the
AXA’s local entities develop schemes to monitor and improve their employees’ health. For example, in 2010, AXA Germany launched “for a healthy heart”, a mobile medical service visiting all German AXA locations during 3 years, with a prevention program focusing on employees’ cardiovascular risks. A company physician performs individual employee risk assessments, and provides diet and exercising advice.
Days”. These new activities complement the broad range of services and advice already existing for employees (addiction counselling, mobbing advice, fi rst-aid training courses, etc.).
PC, as well as on training for the eyes. Several entities won employee wellbeing or positive workplace awards in 2010
With a constantly changing business environment that demands employees to give their best, the focus on learning will help the AXA’s employees acquire new skills or develop existing ones to better equip them in their career development paths. Learning continues to be one of the company’s top HR
AXA’s competencies development remains high with 81% of its employees trained during the year (vs. 76% in 2009). The average duration of training decreased slightly from 3.6 days per employee in 2009 to 3 days in 2010 as AXA’s salaried sales-force received more training courses, but shorter ones and less technically oriented.
In addition to local employee training and development programs, the Group runs AXA University, a central learning structure whose primary objective is to provide AXA’s worldwide group of executives a place to network and exchange ideas, as well as targeted development and competencebuilding opportunities. In this way, AXA University helps build organisational capability and in so doing contributes to the implementation and success of AXA’s corporate project. AXA
University offers a high level curriculum thanks to relationships formed with professors of the world’s leading universities and business schools such as Wharton, IMD and INSEAD.
The offering is constructed around two dominant themes: professional colleges (targeted to build specifi c technical competencies and job “families” such as Finance, Human
Resources or Marketing) and programs dedicated to the development of leadership capabilities for top executives. AXA
University also plays a vital role in promoting organisational capability and corporate culture.
Indicators (HR KRI) to retain employees and position itself as an employer that is able to attract top talent, to better manage employee relations, and to contribute to a safe and healthy environment for its workforce.
To the extent that the Company’s activities are decentralized and their staffs are spread among numerous locations, it generally has no signifi cant direct impact on local employment or development in any given region. It does not resort to signifi cant levels of subcontracting.
However, as a provider of insurance, savings and investment services, AXA is an actor of economic growth and social development through the support of 93 million individual customers, local communities and businesses. Indeed
AXA’s business is to protect people and businesses, their belongings, their health, their savings, their assets over the long run, providing peace of mind through uncertainty and support when it is most needed. This means designing reliable insurance and investment solutions to meet the needs of our customers, managing risks and claims in a professional way, acting as a major long-term investor, but also sharing our business expertise by helping to build better understanding of the risks faced by individuals and society at large.
Community involvement: social & cultural activities, philanthropy, education, employee volunteering, social inclusion
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: ■ Volunteering: supporting disadvantaged people through the Group employee volunteering program, “AXA Hearts
In Action”. In 2010, over 23,500 AXA Hearts In Action volunteers around the world made their skills, time and generosity available to support more than 1000 charities with a view of helping underprivileged people. The areas covered by AXA Hearts In Action are selected by employees in light of local issues, and include fi ghting against exclusion and helping children in need, people with disabilities and victims of natural disasters.
Fund invested €13.8 million to support 83 new projects in 16 countries. 3 permanent research chairs were funded, as well as 6 research teams, 48 post doctoral fellowships
AXA Research Fund Scientifi c Board, composed of worldrenowned researchers and AXA representatives.
■ Donations: in addition to the AXA Research Fund program, the AXA Group and local entities invested €16.3 million in total in philanthropic actions in 2010. Themes covered included arts & culture, economic development, education
/ micro-insurance products has been launched in France, for micro-entrepreneurs, as early as 2007, and more recently in
Mexico (2009) and Portugal (2010), catering to lower middleclass or low income individuals who cannot afford traditional products, which are often not adapted to their needs. In emerging markets, where volumes of potential customers are signifi cant, micro-insurance projects with a specifi c business model are being investigated
In 2006, AXA’s Supervisory Board adopted a new version of its Compliance and Ethics Guide, available on the Group’s website (www.axa.com). The purpose of the Guide is to establish Group-wide guidelines and rules to ensure that all AXA Group companies and employees have a common understanding of applicable ethical standards and conduct business accordingly. The Guide covers a variety of matters including specifi c rules concerning confl icts of interest, transactions involving AXA securities and those of its listed subsidiaries, anti money laundering, confi dentiality and control of sensitive information, and data protection and storage. The
Compliance and Ethics Guide also seeks to uphold the values set forth in the AXA Vision. Most of AXA’s principal operating subsidiaries have developed ethical guidelines that comply with local regulatory and statutory requirements.
In 2010, the Group launched a worldwide e-learning initiative covering selected topics in the AXA Group Compliance and
AXA Group Compliance and Ethics Guide, expose employees to concrete situations that they could encounter in their daily business life and to give them guidance on how to react in those particular situations, and ensure a common level of awareness of Compliance and Ethics as well as Corporate
Responsibility topics throughout the Group. This program covers transversal compliance issues that are critical for all AXA Group employees to appreciate: insider trading, corruption, competition law, improper gifts and entertainment, and Corporate Responsibility. All Group companies will participate in this program.
Human rights: Group engagements, International Labour Organization (ILO) standards and reporting
joined the United Nations’ Global Compact in February 2003, formally committing to uphold the following two principles for fundamental human rights: 1) Taking the steps needed to protect and comply with internationally proclaimed human rights; 2) Taking the steps needed to ensure that they do not knowingly aid or abet human rights violations.
Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the Rio
The fi rst chapter of the aforementioned Group Compliance and Ethics Guide refers to the UN Global Compact in its founding principles. Both the Compliance Guide and UN
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 2010, opens up an additional fi eld of action for the Group in promoting Corporate
Finally, since 2008, the Group Procurement Department developed a matrix to assess “CR” risks and opportunities for each purchasing category. These risks include social, environmental, product end-use and business ethics issues, as well as the suppliers’ own sourcing risks related to CR.
rating agencies were as follows: ■ SAM (November 2010): 60%, compared to a sector average of 37%; ■ Vigeo (April 2010): 51%, with a positive sector rating.
Headcount of salaried workforce (non sales and sales force, open-ended and fi xed-term contract)
Headcount (open-ended and fi xed-term contract) 133.529 emp. (b) 132.429 emp.
Headcount of salaried workforce (non sales and sales force, open-ended contract only)
Full time equivalents (FTE’s, headcount converted into full-time)(c) 2009 (a) Evolution 2010
■ Average FTE of experts & staff 77.751,5 fte 77.983,8 fte
Average FTE of sales force employees 23.779,8 fte 1,8% 24.199,2 fte
Average FTE of temporary employees / interims (c) 2.532,0 fte 30,5% 3.303,6 fte
Average age (non sales and sales force) 39,7 yrs -0,2% 39,6 yrs
Average length of service (non sales and sales force, open-ended contract only)
Disability (non sales and sales force, open-ended and fi xed-term contract)
■ Number of departures due to external transfers(f) New indicator 2.332 emp.
Net job evolution (sales force entries versus sales force departures) -3.309 jobs 51,9% -1.592 jobs
■ Number of fi xed-term contract transformed into open-ended contract 216 emp. 323 emp.
■ Number of departures due to external transfers(f) New indicator 132 emp.
■ Number of mobilities (from sales to non sales force) New indicator 164 emp.
Turnover of salaried workforce (non sales and sales force, openended contract only)
■ Turnover rate linked to other reasons of departures (e) 1,3 % 1,4 %
■ Turnover rate linked to other reasons of departures (e) 0,8 % 0,8 %
Compensation of salaried workforce (non sales and sales force, open-ended contract only)
■ Proportion of fi xed pay (related to wages) 61,8 % 56,4 %
Average number of training days per salaried workforce 3,6 days 3,0 days
Average number of training days per non sales force employee 2,3 days 2,4 days
Percentage of sales force having received at least one training course 101,4 % 4,7% 106,1 %
Average number of training days per sales force employee 10,1 days 6,3 days
Average number of working days per year 228 days 229 days
Average percentage of overtime hours by expert & staff and by day 1,6 % 1,9 %
Absenteeism (non sales and sales force, open-ended contract only) 4,5 % 4,6 %
■ Proportion of absences due to sickness 71,4 % 71,4 %
■ Proportion of short term sick absences (j) 79,4 % 78,5 %
■ Proportion of long term sick absences (k) 20,6 % 21,5 %
■ Proportion of absences due to sickness 72,3 % 72,9 %
■ Proportion of short term sick absences (j) 78,4 % 77,3 %
■ Proportion of absences due to work related accident 1,7 % 1,9 %
■ Proportion of absences due to sickness 63,5 % 59,4 %
■ Proportion of short term sick absences (j) 88,7 % 90,0 %
■ Proportion of long term sick absences (k) 11,3 % 10,0 %
■ Proportion of absences due to work related accident 3,3 % 5,4 %
UK mentioned an error in their 2009 reporting as, while fi gures related to temporary employees / interims have been captured in 2010, no fi gures were captured in 2009.
(f) Salaried workforce that has left AXA because of an activity/job transfer to an external company.
It includes all situations where employees keep their job but are no longer in contract with AXA.
It excludes equity based compensation (stock options, performance units, performance shares, AXA Miles).
(j) Sick absences with a total duration of less than one year.
(k) Sick absences with a total duration of more than one year.
Electronic waste is AXA’s most signifi cant 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. AXA has defi ned related environmental management targets applicable to its operating entities.
their site, company and the Group. Environmental protection tips are also 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.
SRI rating agencies were as follows: ■ SAM (November 2010): 73%, compared to a sector average of 41%; ■ Vigeo (April 2010): 57%, with a positive sector rating.
AXA’s power consumption per FTE decreased by 3% in 2010 compared to 2009. The proportion of renewable energy consumed by AXA’s premises is 23%. AXA’s premises use electricity (79% of fl oor space), gas (15% of fl oor space)
AXA Tech tested the roll out of an automatic power cut-off system that does not disrupt the installation of software updates. In the UK, it is estimated to lead to savings of 150K£
70.000 desktop PCs and 9.000 laptops are concerned by the power management policy which has lead to energy savings of 12.9 GWh in 2009-2010, and is estimated to reach 18 GWh by 2012. A further 20 GWh have been saved through
AXA Tech also continued its server virtualisation strategy to reduce the number of physical servers, which is expected to generate savings of 15 GWh between 2008 and 2012.
“Cap Eco Agences”, an environmental best practices contest organised with ADEME, France’s energy agency. 1400 agents participated and submitted numerous suggestions. AXA Asia
P & C, in support of the World Environment Day, introduced various green initiatives as well as awareness campaigns on
provided by Enel, Italy’s main energy provider. Many entities have invested in low consumption lighting, appliances, heating, ventilation and cooling, as well as better insulation, etc.
emissions per FTE related to energy and business travel (air, rail and car fl eet) were reduced by 6% between 2009-2010. 59% of Group CO
emissions come from energy, 28% from Business Travel (air and train) and 13% from AXA’s vehicle fl eet. Employee commuting-related CO
FTE remained stable compared to 2009 at about 1 T eq. CO
While multiple local entities have developed greenhouse gas emissions standards for their vehicle fl eets over the years, the Group defi ned common environmental travel guidelines in 2010 (for implementation in 2011). These guidelines defi ne carbon emissions limits for AXA’s executive and commercial vehicle fl eet and encourages a “bonus-malus” approach for car allowances, which are required to feature local CO
Further, self booking tools are required when possible to integrate CO
advanced teleconferencing system which enables multi-region teams to conduct meetings that retain the feeling of face to face meetings while avoiding the signifi cant carbon emissions and travel time associated with air travel. AXA started rolling out these telepresence facilities in 2008. In 2010, the Group had 37 “AXA Presence” rooms installed across 13 AXA
-intensive SMEs, AXA Switzerland asks its SME clients to apply with projects to the Swiss Climate Foundation.
AXA’s water consumption per FTE increased by 4% between 2009 and 2010. This increase is partly attributable to better measurement by AXA entities (installation of new water meters in sites previously not included in the reporting scope) as well as cooling water for some data centers.
Related initiatives include AXA Winterthur and AXA Canada, which have fi tted water-saving faucets. AXA Corporate
Solutions improved its cooling towers to reduce water consumption. AXA Business Services India installed water level controllers for the overhead tanks, so that there is no water overfl ow and resulting wastage. The entity also recycles rainwater. AXA UK launched a Water Savings Group, assisted by third party advisors, to assess and trial water saving initiatives, for roll out in other parts of the business.
AXA’s offi ce and marketing and distribution paper consumption decreased by 12% and 9% respectively between 2009 and 2010. AXA tracks both offi ce paper and marketing and distribution paper separately, in order to measure its impact more accurately. AXA is working on increasing the volume of paper from recycled sources or sustainably managed forests.
In 2010 AXA increased to 48% its overall consumption from these sources (52% of offi ce paper is from recycled sources compared to 47% of marketing and distribution paper).
(WEEE) Directive. Ink cartridges are systematically recycled by local entities, and many of them voluntarily collect various waste streams for recycling (eg. used batteries). Other initiatives include AXA Canada installed recycling bins in every meeting rooms, replaced disposable cups, plates and cutlery with nondisposable items, launched awareness campaigns, etc. Many entities sort, collect and recycle various types of waste such as compact fl uorescent lamps, mobile phones, batteries, ink cartridges, cans, kitchen waste, etc, often in partnership with
business segment: retail (e.g. motor insurance encouraging low emissions vehicles, home insurance with environmental appliances upgrades), SMEs (e.g. encouraging green buildings or car fl eets), industrial (e.g. environmental risk prevention, promotion of the development of renewable energies via adapted policies covering the equipment and the revenues derived from electric energy sales, etc), reinsurance and claims management strategies. In 2010, AXA’s Global
Chief Investment Offi cer. The RIC’s mandate is to develop and propose a comprehensive approach to Responsible
AXA seeks to enhance the understanding of environmental risks by conducting and sharing research about vulnerability through the AXA Research Fund (www.axa-research.org/
/ UNEP FI / UN Global Compact: AXA Group 2008), Carbon
such as fuel tanks for backup electricity generators, or major air conditioning systems. In 2010, the Group reported 48 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.
Number of employees on site, Full-Time Equivalent (FTEs) FTE 121.108 122.671
Stable reporting perimeter compared to 2009, representing the 41 most significant countries where the AXA Group is present. Key Performance Indicators (KPIs) highlighted in bold.
(f) The AXA vehicle fl eet covers 93,795 FTEs. In 2010, the data collection method for vehicle fl eet was modifi ed. Data is now collected and classifi ed by the average grams of CO
emitted per kilometer - to have a more precise evaluation of these emissions - rather than by type of motor, which explains some of the 2010 emissions decrease. In addition, some entities have reduced the size of their vehicle fl eet and integrated some lower emitting vehicles.
APPENDICES A APPENDIX X BOARD OF DIRECTORS’ REPORT - CORRESPONDENCE TABLE
Exhibits 19. Table of the capital increase delegations 436 to 438 20. Table of the Company’s fi nancial results over the last fi ve years 445 21. Chairman of the Board of Directors’ Report 418 to 426
Statement made by the person responsible for the Annual Financial Report 435
Report of the Statutory Auditors on the fi nancial statements of the Company-parent only 464 to 465
Report of the Statutory Auditors on the Report of the Chairman of the Board of Directors 427 to 428
www.axa.com on which you will fi nd the aggregate regulated information published by our company.
This document was printed in France by an Impri’Vert certifi ed printer on recyclable, chlorine-free and FSC certifi ed paper produced from sustainably managed forest.