■ P erform any and all industrial, commercial, fi nancial, real estate or movable property transactions, directly or indirectly related to any of the foregoing.
Management Board. Members of the Supervisory Board receive a fi xed annual directors’ fee, the overall amount of which is determined by the General Shareholders’ Meeting and apportioned by the Supervisory Board among its members.
Any member of the Management Board who, during a fi scal year, reaches the age of sixty-fi ve while in offi ce is automatically deemed to have resigned at the end of that fi scal year unless the
Supervisory Board chooses to extend his/her term of offi ce for up to a maximum of three years.
Under the Company’s Charter the age limit for members of the
Supervisory Board is seventy. Notwithstanding the foregoing, members of the Supervisory Board who have exceeded this age limit can be appointed by the shareholders for a two-year period, that can be renewed once. In any case, however, the number of Supervisory Board members who have exceeded the age of seventy cannot represent more than one third of the active members of the Supervisory Board.
However, the Supervisory Board, acting on the recommendation of its Compensation and Human Resources Committee, has adopted guidelines for share ownership applicable to members of the Management Board. These guidelines provide that each member of the Management Board must hold during the entire duration of his/her functions on the Management Board, a number of AXA shares having a minimum value defi ned as follow: (i) the Chairman of the Management Board is required to hold the equivalent of his total cash compensation received for the prior fi scal year (fi xed salary plus variable compensation) multiplied by three, and (ii) the other Management Board members are required to hold the equivalent of their total cash compensation received for the prior fi scal year (fi xed salary plus variable compensation)
“Corporate governance, executive compensation, major shareholders and related matters” of this Annual Report.
As of December 31, 2009, AXA had 2,289,965,124 shares, each with a par value of €2.29. All these shares were fully paid up and non assessable and began earning dividends on January 1, 2009. The following table sets forth changes in the number of shares from
Share capital reduction by cancellation of shares (– 63,103,647) (– 1,754,535,072) 2,058,621,093 4,714,242,303
Pursuant to the Charter of AXA and French law and subject to the exceptions described below, the share capital of AXA may be increased only with the approval of two-thirds of the shareholders attending or represented by proxy at an Extraordinary
A share capital increase effected by capitalization of reserves, profi ts or premiums, requires a simple majority of the votes cast at an Extraordinary Shareholders’ Meeting. In the case of a share capital increase in connection with the payment of a dividend in shares (instead of a cash dividend), the voting and quorum procedures of an Ordinary Shareholders’ Meeting apply.
With the exception of non-voting treasury shares that may be held by AXA subsidiaries, French law prohibits any company in which AXA holds an equity interest of more than 10% from holding AXA shares. French law also prohibits AXA from holding more that 10% interests in a French company that reciprocally holds more than 10% of AXA’s share capital. In the event of a cross-shareholding that violates this rule, the company holding the smaller percentage of shares in the other company is required to sell its interest. Until sold, these shares are not entitled to voting rights. Failure to sell the shares held in violation of this rule is a criminal offence under French law.
Upon proposal by AXA’s Management Board and subject to prior approval by the Supervisory Board, the shareholders of AXA may decide to allocate all or part of distributable profi ts to special or general reserves, to carry them forward to the next fi scal year as retained earnings, or to allocate them to the shareholders as dividends. If AXA has earned a distributable profi t since the end of the previous fi scal year, as refl ected in an interim balance sheet certifi ed by its auditors, the Management Board may distribute interim dividends to the extent of the distributable profi t without shareholders approval in accordance with French law. AXA’s Charter requires AXA to distribute dividends between its shareholders pro rata according to their share in the capital.
Dividends are usually paid within the few business days following the date of the Shareholders’ Meeting approving their distribution.
The right to receive the dividend is due to the shareholders at the date of payout.
French regulations provide that AXA shares are not represented by share certifi cates but by book-entry only.
When AXA shares are held in bearer form by a benefi cial owner who is not a resident of France, Euroclear may agree to issue, upon request by AXA, a bearer depository receipt (“certificat représentatif”) with respect to such ordinary shares for use only outside France. In this case, the name of the holder is deleted from the accredited fi nancial intermediary’s books. Shares ownership, represented by a bearer depository receipt, will pass upon delivery of the relevant receipt outside France.
Registered shares must be converted into bearer shares before being traded on the Euronext Paris and, accordingly, must be registered in an account held by an accredited intermediary. A
shareholder may initiate a transfer by giving selling instructions to the relevant accredited intermediary. Ordinary shares held in bearer form may be transferred through accredited fi nancial intermediaries and may be traded without further requirement. A
fee or commission is due to the broker involved in the transaction, regardless of whether the transaction occurs within or outside
French law provides that any individual or legal entity that, directly or indirectly, acting alone or jointly, comes to hold more than 5%, share capital or voting rights of AXA (including through ownership of ADRs evidencing ADSs), or comes to fall below any of these thresholds, must notify AXA and the AMF, in writing, at the latest before the end the fourth trading day following the day on which threshold was crossed and indicate the number of shares and voting rights it holds.
ADRs evidencing the ADSs, must notify AXA by registered letter with return receipt requested within fi ve days of the date of the acquisition (“inscription en compte”) of the shares or in the case of a holder of ADRs evidencing ADSs, within fi ve days of the registration of the ADRs evidencing the ADSs. The individual or legal entity must further notify AXA pursuant to the above conditions each time an additional 0.5% threshold is crossed.
French law imposes additional reporting requirements on persons who, acting alone or jointly, acquire more than 10%, 15%, 20%
or 25% of the shares or voting rights of AXA. These persons must fi le with the AMF and AXA a report disclosing their intentions for the six-month period following the acquisition. The report must specify whether the acquirer intends to continue purchasing shares, to acquire control of AXA or to seek election of nominees to the Management Board or Supervisory Board. This report must be fi led at the latest before the end the fi fth trading day following the day on which threshold was crossed. The report is published by the AMF. Upon any change of intention, the acquirer must fi le a new report.
In order to facilitate compliance with the notifi cation requirements concerning thresholds, a holder of ADRs evidencing ADSs, may deliver any such notifi cation with respect to ADRs evidencing
If a shareholder (including an owner of ADRs evidencing ADSs) fails to comply with these notifi cation requirements, the shareholder will be deprived of voting rights attached to the shares he holds
(or underlying its ADRs) in excess of the relevant threshold at all
General Shareholders’ Meeting, by one or more shareholders holding 5% or more of the share capital.
Under applicable French stock market regulations, and subject to limited exemptions granted by the AMF, any person or persons acting jointly acquiring one-third or more of the share capital or voting rights of AXA must immediately notify the AMF and initiate a public tender offer for the balance of AXA’s outstanding share capital. The tender offer must also be extended to all securities issued by AXA that are convertible into or exchangeable for shares.
Pursuant to French law and AXA’s Charter, AXA may obtain from Euroclear, at its own cost and at any time, the name, nationality, address and number of shares held by each holder of shares and other securities with the right to vote in General
(through Euroclear), at AXA’s own cost. Subject to certain limited exceptions provided by French law, holders who fail to comply with AXA’s request for information will not be permitted to exercise voting rights with respect to any such shares or other securities or to receive dividends pertaining thereto, if any, until the date on which these holders comply with AXA’s request for information.
In addition to the foregoing, insurance laws and regulations in many jurisdictions where AXA has licensed insurance subsidiaries may require fi ling of applications and pre-approval from the insurance regulator for any party directly or indirectly (acting alone or in concert) acquires ordinary shares or other securities representing a specifi ed percentage of the total voting rights in AXA. While these specifi ed percentages vary pre-approval is often required before acquiring a 10% voting interest and, in certain jurisdictions, before acquiring a 5% voting interest.
Shareholders’ Meeting, subject to the provisions concerning double voting rights described below. As a result of the decision of the General Shareholders’ Meeting of the Company held on
If AXA is liquidated, the assets remaining after it pays its debts, liquidation expenses and all prior claims will fi rst be used to repay
The right to attend the Shareholders’ Meetings of companies whose stock is traded on a regulated market or transactions of a central depository is evidenced by an accounting entry showing the number of shares in the name of the shareholder of record (or the intermediary of record for the account) in accordance with the seventh paragraph of Article L.228-1 of the French Commercial
Shareholders may participate either in person, be represented by a spouse, another shareholder or the Chairman of the meeting, or, as provided for by the Charter and subject to approval by the Management Board, participate by videoconference or by any means of telecommunications allowing shareholders to be identifi ed in accordance with applicable laws. In addition, a holder of bearer shares who is not a French resident may be represented at Shareholders’ Meetings by an appointed intermediary.
Under French law, shareholders of a French joint stock corporation (société anonyme) generally have the power to amend the Charter of the Company. Such an amendment requires the approval of two-thirds of the shareholders attending or represented at an Extraordinary Shareholders’ Meeting.
However, no such extraordinary shareholders’ meetings may decide (i) to increase the liability of the shareholders in respect of the company or a third-party; or (ii) to reduce the individual rights vested in each shareholder (such as voting rights, the right to distributable profi ts of the company when allocated as dividends, the right to sell one’s shares and the right to sue the company).
French law requires mergers and certain consolidations to be approved by two-thirds of the shareholders attending or represented at the Extraordinary General Meeting convened to decide on such matters. French law also requires the affi rmative vote of the shareholders of the surviving corporation of a merger at an Extraordinary General Meeting. However, no general meeting of shareholders of the merged company is required in the case of a merger of a wholly-owned subsidiary with its parent company.
For information on convertible/exchangeable bonds and other debt instruments issued by the Company, see Note 13
(Part 1) as well as the internal control and risk management procedures implemented by the Company (Part 2). The report also presents the principles and the rules adopted by the
For information on the conditions of preparation and organization of the Supervisory Board’s work please see Part 2 – “Corporate governance, Executive compensation, major shareholders and related matters”, “Supervisory Board” and “Supervisory Board
Committees” Sections of the Group’s Annual Report (Document de Référence) for the year ended December 31, 2009.
In this context, the following report provides a summary of the AXA Group’s principal internal control mechanisms and procedures that permit the Management to conclude that the
In preparing this report, the Chairman of the Supervisory Board has consulted, as he deemed appropriate, members of AXA
Management and has taken into account information furnished to the Supervisory Board with respect to the Group’s internal control environment. This report was assessed by the Audit Committee before being reviewed and approved by the Supervisory Board at its meeting of March 10, 2010.
In order to manage these risks, the Group has put in place a comprehensive system of internal control designed to ensure that the Management is made aware of signifi cant risks on a timely and continuing basis, has the necessary information and tools to appropriately analyze and manage these risks, and that the Group’s fi nancial statements and other market disclosures are timely and accurate.
Maintenance of an effective internal control environment is part of the Management Board’s day-to-day operational management responsibility. The Management reports signifi cant internal control and risk related issues to the Audit Committee of the
The Supervisory Board has established four Committees to assist it in fulfi lling its responsibilities: Audit Committee, Finance
& Human Resources Committee. These Committees exercise their activities under the responsibility of the Supervisory Board and report regularly to the Supervisory Board on matters within the scope of their responsibility.
The Audit Committee has four members all of whom are independent in accordance with the criteria of the AFEP/MEDEF
■ O verseeing the performance of the Group’s internal audit function.
AXA’s principal subsidiaries, whether publicly traded or not, are generally governed by: ■ A b oard of d irectors whose membership includes independent or non-executive directors; and
■ V arious b oard c ommittees including a c ompensation c ommittee and an a udit c ommittee, whose membership include independent or non-executive directors.
Over the past years, AXA initiated a process designed to harmonize corporate governance standards throughout the Group. This effort is focused, among other matters, on standardizing, to the extent practicable, principles relating to a number of corporate governance matters including board composition and size, directors’ independence criteria, Board Committees and their roles, and directors’ fees.
Committee Standard requires the Audit Committees of Group subsidiaries to have a signifi cant number of independent directors in order to ensure that this Committee is independent from the
These management structures and controls include the following: AXA Executive Committee – Quarterly Business Reviews
Management Committee which has no formal decision making authority, its plays an important role in assisting the Management
AXA Group is reviewed. These QBRs were introduced in 2000 to provide the Management with a clear and consistent framework for: (1) reviewing operational performance and monitoring the progress of key projects using quantifi able standards of measurement defi ned in collaboration with the Management Board; (2) assessing the status of Group transversal projects; and (3) exchanging ideas and information on key Group strategic orientations.
These QBRs constitute an important management control mechanism to monitor the operating performance of the Group and its principal business units on a continuing basis and to identify any new material risks or issues facing the Group in a timely manner.
Several GMS Departments have responsibility for managing and/or monitoring some aspect of internal control and/or risk related matters, however, the following four GMS Departments are primarily focused on these matters as part of their principal day-to-day management responsibilities: GROUP RISK MANAGEMENT DEPARTMENT
The principal control processes that fall under the responsibility of GRM are described below: ■ T he local Risk Management Departments carry out regular reviews of the technical reserves established by
Property & Casualty and Life reinsurance coverage program of the Group; ■ C redit and concentration risks in the Group’s asset portfolios
Department and aggregated at the Group level. GRM also monitors the corresponding exposures on a monthly basis, and ensures that local operating units comply with the concentration limits established by the Group; and
The PBRC Department within the Group Finance Department is responsible for consolidation, management reporting and control
Accounting and fi nancial information is consolidated in accordance with International Financial Reporting Standards
Report, there is no difference between IFRS as adopted by the
AXA Group Accounting Manual and refl ect consolidation rules under IFRS accounting standards. In this respect, the CFO of each entity signs off on the accuracy of consolidated fi gures reported through Magnitude and their compliance with both the
At PBRC level, accounting and fi nancial information reported by entities are reviewed and analyzed by teams that liaise with subsidiaries on a full-time basis. In particular, these teams review the compliance with the Group Accounting Manual and Group actuarial standards.
Statutory Auditors; ■ T he main audit issues are addressed and resolved through
Committee; ■ T he auditing of accounting and fi nancial data is fi nalized at the accounts closing stage in meetings attended by local and central fi nancial teams, as well as local and central Statutory
Auditors who present the outcome of their audit work; ■ T he fi nancial statements are presented to the Management
■ T he fi nancial statements are presented to the Audit Committee and to the Supervisory Board.
Department manages a wide range of compliance related matters including (i) semestrial reporting from Group companies
(ii) implementation of the Group Compliance and Ethics Guide which applies to all AXA Group employees worldwide and (iii) the
Departments of AXA’s principal subsidiaries on legal, regulatory, and compliance matters impacting those companies. In order to optimize integration, coordination and ensure open lines of communication across the Group’s global Legal & Compliance
Group. In addition, in order to drive integration deeper into the organization, a series of Global Practice Groups have been established which are composed of staff attorneys from Legal
Compliance, Corporate/M&A, Corporate Governance) or specifi c themes (e.g. Emerging Issues & Trends) and are charged with carrying out specifi c defi ned assignments and reporting back to the Global Legal Steering Group.
The primary mission of Group Audit is to provide the Management
Board and the Audit Committee with an independent and objective assurance on the comprehensiveness and effectiveness of internal controls as well as proposals to help improve the management of risks, enhance performance and identify business opportunities.
■ It undertakes missions selected by the Management Board and the Audit Committee on strategic and management issues to evaluate assumptions and achievement of objectives, strategies, and plans and, whether the management teams are effi ciently and effectively carrying out their functions of planning, organizing, directing and controlling. Opportunities for improving management control, operational effi ciency, profi tability, and AXA’s image are identifi ed and communicated to the Management Board, local Management and the Audit
Group’s overall internal audit process and capability, and the internal audit teams set up within Group subsidiaries. The Group
Audit Department operates mainly through: ■ O verseeing of internal audit teams within operating units; ■ S trategic and transversal internal audit assignments.
Local internal audit teams are placed under the responsibility of a
Financial Offi cer or a member of the local Executive Committee as well as to the Chairman of the local Audit Committee. These local teams focus mainly on identifying the key risks facing their business units, and on evaluating the design and operation of associated controls.
Group Audit performs quality assurance reviews of the local internal audit teams and assures compliance with the Institute of Internal Auditors’ “Standard for the Professional Practice of
■ O ptimal coordination and communication between the different departments managing these risks.
Group Legal & Compliance. The Committee meets on a quarterly basis.
Auditors of AXA’s fi nancial statements perform an “integrated audit” covering the Group’s ICOFR and to express their view on the effectiveness of the Company’s ICOFR.
Offi cer and Chief Financial Offi cer can conclude that the Group’s
As part of its evaluation of the Group’s ICOFR for the year ended
Group’s principal executives and fi nancial offi cers to provide reasonable but not absolute assurance regarding the reliability of fi nancial reporting and the preparation of its published fi nancial statements. ICOFR includes policies and procedures that: ■ P ertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the Group; ■ P rovide reasonable assurance that transactions are recorded as necessary to permit the preparation of fi nancial statements in accordance with the generally accepted accounting principles; ■ P rovide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Group; and
ICOFR program by being more focused on risk than on coverage percentage and by using the Management’s judgment rather than a purely prescriptive approach.
Company’s program (described below) designed to ensure the effectiveness of its disclosure controls and procedures.
On the basis of the extensive due diligence performed as part of its internal program as described above, management concluded that ICOFR was effective as of December 31, 2009.
In addition to its program to evaluate the effectiveness of its
ICOFR as described above, AXA SA has implemented a formal internal review and sign-off process pursuant to which all
Executive Committee members, CFOs and certain other senior executives are required to certify various matters covered in the
GMS Department Heads) pursuant to which each of these executives is required to review the Group’s Annual Report
(1) “Internal Control — Integrated Framework”, publicly known as COSO (Committee Of Sponsoring Organizations), of the Treadway Commission, the name of the Committee that designed this standard.
ICOFR at companies under his/her responsibility (with specifi c disclosure of any signifi cant defi ciencies or material weaknesses). In addition, as part of this “sub-certifi cation”
For information on the principles and the rules adopted by the
Part 2 – Section 2.2 “Full disclosure on executive compensation and share ownership” of the Group’s 2009 Annual Report.
Code that are in line with the long-established corporate governance principles initiated by the Company. AXA applies the recommendations of the AFEP/MEDEF Code in the conditions detailed, for the most part, in Sections 2.1 “Directors, s enior m anagement and e mployees” and 2.2 “Full disclosure on executive compensation and share ownership” of the
French law, to interfere into the management of the Company; ■ Section 14.2.1 of the AFEP/MEDEF Code relative to the review of the accounts by the Audit Committee: for practical reasons, the review of the accounts by the Audit Committee generally occurs on the day preceding the Supervisory Board’s review, and not two days before as it is provided for by the AFEP/
MEDEF Code. However, the Company endeavors, so far as possible, to provide the members of the Audit Committee with the required documents early enough to allow their proper examination; ■ Section 19 of the AFEP/MEDEF Code relative to the termination of the employment contract of the Management
AXA’s General Shareholders’ Meeting on April 29, 2010 which will consider AXA’s proposed change in the Company’s corporate governance structure from its current dual board structure (Supervisory Board and Management Board) to a unitary board structure (Board of Directors). Within this new structure, Mr. de Castries would hold the positions of Chairman and Chief Executive Offi cer (Président Directeur Général or
PDG ) and Mr. Duverne would hold the position of Deputy Chief
This policy requires each member of the Management Board to hold, during the entire duration of his/her functions, a minimum number of AXA shares representing a multiple of his/her annual cash remuneration (fi xed salary plus annual variable remuneration) received for the previous fi scal year.
The Chairman of the Management Board is consequently required to hold the equivalent of his/her total cash remuneration multiplied by 3 and the other members of the
Management Board are required to hold the equivalent of their total cash remuneration multiplied by 2. Shares or ADRs of AXA or other quoted subsidiaries of the Group are taken into account to calculate the number of shares actually held.
Resource Committee, has decided that it was not necessary to set higher shareholding thresholds after the initial 5-year period. For the same reasons, the Supervisory Board has decided that it was not adequate to compel members of the Management Board to acquire a number of AXA shares once the compulsory holding period of their performance shares has expired,
Code, companies shall determine periods preceding the disclosure of their fi nancial statements during which the exercise of the stock options is not allowed (“sensitive periods”). To date, the sensitive periods are determined by applying AXA Group’s Compliance and Ethics Guide.
Commercial Code, it is specifi ed that the conditions for the participation to General Shareholders’ Meetings are detailed in Section 23 of AXA’s Charter (statuts) , copies of which are available at the Paris Trade and Companies Register (Registre du
It is our responsibility: ■ T o report to you on the information set out in the Chairman’s report on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information to establish the consolidated fi nancial statements in accordance with IFRS, as adopted by the European Union; and
The professional standards require that we perform procedures to assess the fairness of the information on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information to establish the consolidated fi nancial statements in accordance with IFRS, as adopted by the European Union set out in the Chairman’s report. These procedures mainly consisted of: ■ O btaining an understanding of the internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information on which the information presented in the Chairman’s report is based, and of the existing documentation; ■ O btaining an understanding of the work performed to support the information given in the report and of the existing documentation; ■ D etermining if any material weaknesses in the internal control procedures relating to the preparation and processing of fi nancial and accounting information that we may have identifi ed in the course of our work are properly described in the Chairman’s report.
On the basis of our work, we have no matters to report on the information given on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information, set out in the Chairman of the Supervisory Board’s
Report, prepared in accordance with Article L.225-68 of the French Commercial Code.
We attest that the Chairman’s report sets out the other information required by Article L.225-68 of the French Commercial Code.
On January 25, 2010, AXA announced its intention to voluntarily delist its ADSs from the NYSE and to voluntarily deregister with the US Securities and Exchange Commission (SEC). AXA fi led its Form 25 with the SEC and the NYSE on March 16, 2010 to delist its ADSs and the delisting is expected to be effective on
Report with the SEC for the year ended December 31, 2009,
(as defi ned in Sarbanes Section 302) and internal controls over fi nancial reporting (as defi ned in Sarbanes Section 404) for the year ended December 31, 2009 . Following its delisting and deregistration, AXA intends to maintain a program to evaluate the effectiveness of its disclosure controls and procedures and internal controls over fi nancial reporting on an annual basis.
Date, such disclosure controls and procedures (which include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its Annual Report for the year ended December 31, 2009 (the
Company’s management, including its Chief Executive Offi cer and Chief Financial Offi cer, as appropriate, to allow timely decisions regarding required disclosure) were effective to provide reasonable assurance that information required to be disclosed by the Company in its Annual Report is recorded, processed, summarized and reported in accordance with applicable legal and regulatory requirements.
Financial Offi cer, is responsible for establishing and maintaining adequate internal control over AXA’s fi nancial reporting.
■ P rovide reasonable assurance that unauthorized acquisition, use or disposition of Group assets that could have a material effect on the Group’s fi nancial statements would be prevented or detected in a timely manner.
The effectiveness of AXA’s internal control over fi nancial reporting as of December 31, 2009, was audited by
We have audited AXA’s internal control over fi nancial reporting as of December 31, 2009, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO
criteria”). AXA’s management is responsible for maintaining effective internal control over fi nancial reporting, and for its assessment of the effectiveness of internal control over fi nancial reporting included in the accompanying Report of Management on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on AXA’s internal control over fi nancial reporting based on our audit.
First year results of the AXA Research Fund: Over Euro 13 million allocated for research in 2008 (03/24/2009)
AXA opens its fi rst Campus in the Japan Asia-Pacifi c Region in Singapore (04/08/2009)
AXA Shareholders’ Meeting – Approval of all resolutions submitted to a vote of shareholders (04/30/2009)
AXA announces the subscription price for its 2009 employee share offering (Shareplan 2009) (10/30/2009)
Press release to the attention of the Australian market – AXA announced today a joint proposal with AMP whereby AXA would acquire 100% of AXA APH’s Asian businesses while AMP would acquire 100% of AXA APH’s Australia & New Zealand businesses (11/08/2009)
AXA launches a €2 billion capital increase with preferential subscription rights (11/09/2009)
€2 billion rights issue - Opening of the offering to the public in Belgium, Finland, Germany, Ireland, Luxembourg, Spain, Sweden, Switzerland and the United Kingdom (11/10/2009)
AXA announces the successful completion of its €2 billion rights issue (12/02/2009)
AXA announces a new organization to support a new stage of its development (12/10/2009)
Tribute to Mr. Jacques Friedmann, former Chairman of the AXA Supervisory Board (12/16/2009)
Update on proposal to AXA APH c ommittee of i ndependent d irectors (12/17/2009)
AXA to streng then its position in Central and Eastern Europe (12/18/2009)
(a) Press releases issued prior to March 24, 2009 were listed in the Annual Information Document included in the AXA 2008 Annual Report.
AXA Intends to Voluntarily Delist from the NYSE and Deregister with the SEC to Focus Trading on Euronext Paris (01/25/2010)
AXA appoints a new Northern, Central and Eastern Europe Regional CEO (01/28/2010)
AXA and BMPS to extend their bancassurance agreement to former Banca Antonveneta’s distribution network (02/10/2010)
General Shareholders’ Meeting of April 29, 2010 - Proposal for modifi cation in the governance structure (02/17/2010)
Notice of Meeting (Shareholders’ Meeting to be held on 04/30/2009) (03/27/2009)
Notice to holders of 3.75% subordinated notes due 2017 convertible in AXA shares - Adjustement of the conversion ratio of the 2017 convertible notes (12/09/2009)
Extract of the minutes of the Supervisory Board’s Meeting of 04/30/2009 regarding the appointment of a new member of the Supervisory Board
Extract of the minutes of the Shareholders’ Meeting of 04/30/2009 regarding the fi nancial authoriz ations 2008 annual and consolidated fi nancial statements
Extract of the minutes of the Management Board of 11/30/2009 regarding the increases and reduction of the share capital
Extract of the minutes of the Management Board of 12/17/2009 regarding the increase of the share capital
Extract of the minutes of the Management Board of 01/04/2010 regarding the increase of the share capital
Information published over the previous 12 months Where the information can be obtained
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)
The list of the shareholders at 16 days before the General Meeting
Disclosure of trading in the Company’s shares by members of the Management Board and the Supervisory Board 04/21/2009 Giuseppe Mussari 05/05/2009 François Martineau 06/25/2009 Claude Brunet 06/25/2009 Claude Brunet 09/08/2009 Wendy Cooper 09/21/2009 Denis Duverne 11/12/2009 Jean-Martin Folz 11/12/2009 Henri de Castries 11/13/2009 Henri de Castries 11/16/2009 Henri de Castries 11/16/2009 Denis Duverne 11/16/2009 Claude Brunet 11/16/2009 Alfred Bouckaert 11/18/2009 Denis Duverne 11/23/2009 Giuseppe Mussari 11/23/2009 François Pierson 11/23/2009 Jacques de Chateauvieux 12/04/2009 François Pierson 12/04/2009 Henri de Castries 12/04/2009 Denis Duverne 12/04/2009 Anthony Hamilton 12/04/2009 Norbert Dentressangle 12/04/2009 Michel Pébereau 12/11/2009 Henri de Castries 12/11/2009 Denis Duverne 12/11/2009 Christopher Condron 12/11/2009 Alfred Bouckaert 12/11/2009 Wendy Cooper 12/23/2009 Denis Duverne 12/23/2009 Henri de Castries 12/24/2009 Denis Duverne 12/28/2009 Denis Duverne
The following documents may be consulted at the AXA Group Legal Department located 21, avenue Matignon – 75008 Paris (France)
Form 6-K for May 2009: Press Release issued on May 7, 2009 by AXA, announcing its fi rst quarter 2009 activity indicators
Form 6-K for November 2009: Press Release issued on on November 9, 2009 by AXA, announcing the launch of a Euro 2 billion rights issue to fi nance acquisition opportunities
Form 6-K for January 2010: Press Release issued on January 25, 2010, entitled AXA intends to voluntarily delist from the NYSE and deregister with the SEC to focus trading on Euronext Paris
Press Release issued on February 18, 2010 by AXA, announcing its consolidated earnings for the full year 2009.
APPENDIX III STATEMENT OF THE PERSON RESPONSIBLE FOR THE ANNUAL REPORT (DOCUMENT DE RÉFÉRENCE)
I confi rm that, to the best of my knowledge, the fi nancial statements have been prepared in accordance with applicable accounting standards and fairly present the assets and liabilities, the fi nancial position and the profi t or loss of the Company and its consolidated subsidiaries, and that the Management Report, the various sections of which are mentioned on page 545 of this Annual Report, fairly presents the evolution of the business, results and fi nancial position of the Company and its consolidated subsidiaries, and describes the principal risks and contingencies facing the Group.
The Statutory Auditors have provided me with a letter of completion of assignment, in which they confi rm that they have verifi ed the information relating to the fi nancial position and the fi nancial statements contained in this Annual Report (with the exception of information pertaining to European Embedded Value which they have not audited but which they have reviewed for consistency with the report, dated February 17, 2010, of Towers Watson, consulting actuaries), and have reviewed the entire document.
Member of the Management Board in charge of Finance, Strategy and Operations
Maximum nominal amount of the capital increase in Euro or in percentage of the share capital Term Expiration
Performance shares (actions gratuites) (h) – 1% (i) 38 months June 22, 2011
Shares issued in connection with the exercise of stock options – 2% (k) 38 months June 22, 2011
(c) The aggregate nominal value of debt instruments associated with the issue of securities with or without preferential subscription rights may not exceed the global upper limit of €6 billion. This upper limit is separate and distinct from the limit on issuances of debt securities with no claim on the Company’s share capital (ceiling of €2 billion).
(i) At the date on which performance shares are granted by the Management Board.
Ordinary shares or securities giving access to the capital, reserved for employees – 150 million (a) 18 months October 29, 2011
Ordinary shares reserved for a specifi c category of benefi ciaries in connection with offerings for employees – 150 million (a) 18 months October 29, 2011
Management Board launched a share capital increase with preferential subscription rights. The proceeds from the capital increase will allow the Company to seize future acquisition opportunities, primarily in high growth markets, while maintaining a strong balance sheet.
On the closing of the offering in December 2009, AXA issued a total of 174 million new shares each with a par value of €2.29, all of which were entitled to dividends for 2009.
Management Board increased the Company’s share capital in one offering, through the issue of shares to the benefi t of Group employees under the SharePlan 2009 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 2009: ■ T he traditional plan, offered in 39 countries; ■ T he leveraged plan, offered in 38 countries.
On the closing of the 2009 SharePlan offering in December 2009,
AXA issued a total of 26.4 million new shares each with a par value of €2.29, all of which were entitled to dividends for 2009.
(17th resolution) 7,629,874 stock options giving the right to their benefi ciaries to subscribe or to acquire existing or newly issued
(16th resolution) 1,961,649 performance shares were granted by the AXA Management Board. Prior to the vesting and defi nitive acquisition of these shares by the benefi ciaries (which will occur in 2011), the AXA Management Board will decide whether these performance share grants will be fulfi lled using existing or newly issued AXA shares.
Group in 2008 and unwound in 2009, whereas accounts from previous year included a €2,181 million allowance for exchangerate risk provision, arising from the Company’s policy of hedging net foreign currency investments in order to limit variability of the Group’s consolidated shareholders’ equity against currency movements.
Dividends received from subsidiaries amounted to €2,718 million, corresponding to an increase of €44 million from the previous year.
The dividends received from fi nancial subsidiaries rose by €88 million to €235 million, including €150 million from AXA
Financial charges totalled €1,271 million, down €52 million, mainly due to: ■ I nterest payments on commercial paper fell by €134 million due to a fall in short term interest rates and a reduction of around €1 billion in the average outstanding amount in 2009; ■ L oans from subsidiaries to the Company, as part of the Group’s cash pooling arrangement, led to €104 million of additional fi nancial expenses. These loans were implemented notably to fi nance acquisitions made in 2008 and to refi nance Group entities.
Financial income fell by €81 million to €416 million, as a result of two opposite effects: ■ I ncome from cash holdings fell by €123 million to €51 million, mainly as a result of sharply lower interest rates, which fell in line with variable short-term rates; ■ N et income from swaps rose by €34 million to €122 million, mainly because of the decrease in short term variable interest rates impacting fi nancial charges paid on the borrowing position of the parent company’s swap portfolio.
Capital operations resulted in a profi t of €2,551 million in 2009, versus a loss of €3,636 million in 2008. This 2009 profi t broke down as follows: ■ A €186 million exchange-rate gain, as opposed to a €1,990 million loss in 2008, which included a €2,181 million allowance for currency risk provisions. The 2009 exchange-rate gain mainly comprised the release of a €638 million provision arising from the Euro’s rally against the Yen and US Dollar and its impact on net foreign currency investment hedges, along with €388 million of exchange-rate losses, principally due to the renewal of hedges that expired during the year; ■ R eleases of provisions for contingent liabilities totaled €772 million, versus €46 million in 2008. This amount included the release of a €751 million fi nancial provision relating to the mark-to-market revaluation of an equity swap with another
Group company intended to hedge an equity position; ■ A llowances for provisions for contingent liabilities totaled €297 million, including €160 million relating to the recapitalization of Holding Vendôme 3, the entity used to complement the AXA Group’s hedging program intended to reduce the Group’s equity exposure on its Property & Casualty and non-participating Life & Savings businesses through a
payment of €157 million of premiums. These allowances also take into account the annual allowance for provisions for the bond redemption premiums for an amount of €98 million. An allowance of €591 million was booked in 2008 related to the equity swap mentioned above; ■ N et exceptional items resulted in a profi t of €1,904 million, including a €1,946 million profi t resulting from the equity option strategy implemented by the Group in 2008 and unwound in 2009. 2008 included a €755 million loss due to the expiry of an intra Group equity swap.
As at December 31, 2009, total assets were €64,668 million, versus €64,208 million as at December 31, 2008.
Intangible fixed assets amounted to €322 million, and principally included the AXA brand acquired upon AXA’s absorption of
Holding to fund the extension of the Italian distribution network of AXA MPS to Antonveneta; ■ AXA SA bought for €54 million, a 50% stake in AXA India
Loans were stable at €748 million, and mainly arise from a $1 billion credit facility granted to shareholders in RESO Garantia and guaranteed by these shareholders’ interests in RESO
Other financial assets, totaled €1,390 million, representing an increase of €1,033 mainly due to €1,064 million margin calls paid to bank counterparties relating to collateral agreements linked to derivative instruments’ management.
AXA tax consolidation group and €121 million of fi nancial income receivables.
Marketable securities are up by €118 million after the purchase of €83 million of AXA shares for the purpose of allotting them to
Cash instruments totaled €91 million, of which €67 million was the remainder of the premium paid in 2007, amortized over 10 years, for call options to neutralize the dilutive impact of the 2017 convertible bonds. €14 million consisted of premiums paid to buy currency options, aimed at protecting the 2010 foreign currency earnings of the main subsidiaries. The €669 million decrease in this item was mainly due to the income recognition of €564 million of option premiums paid by the Group in 2008 as part of its option-based hedges on equity markets.
Unrealized foreign exchange losses totaled €235 million, down €226 million principally resulting from the repayment of
Other shareholders’ equity, which includes deeply subordinated undated notes, amounted to €5,987 million compared to €5,805 million in 2008, representing an increase of €182 million due to exchange-rate fl uctuation impact.
Provisions for contingent liabilities amounted to €3,502 million, and mainly consisted of €1,697 million of currency risk provisions, €706 million for redemption premiums on subordinated bonds and €835 million for the possible repayment of tax savings to subsidiaries belonging to the French tax consolidation group. The €602 million decrease was mainly due the release of €638 million provision on the exchange-rate risk provision.
Subordinated debt totaled €6,723 million as opposed to €6,924 million in 2008. Of this decrease, €151 million was due to the redemption of undated debts in accordance with the
redemption option granted to the issuer ten years after the issue date, and €38 million was due to exchange-rate effects.
In accordance with the Article L.225.102-1 of “the Code de commerce”, disclosures related to executive compensation of the
In June 2009, AXA acquired a 12.5% share in the Paris Publishing company, which was set up to write, edit and distribute the magazine “The ParisTech review”.
Specifi c reserves for long term capital gains 2,016 2,016 2,016
Proceeds from the sale of fi xed assets 38 138 1,916
III. NET INCOME FOR THE FINANCIAL YEAR VI+VII+VIII 3,953 (1,253) 1,765
b) Ordinary shares (numbers in million) 1,872 2,093 2,061 2,089 2,290 c) Bonds mandatorily convertible into ordinary shares (numbers in million) 16 16 7 7 7(a)
a) Gross revenues before sales tax 1,788 1,882 2,628 3,171 3,134 b) Pre-tax income from continuing operations, before depreciation, amortization and releases 1,061 1,067 1,420 1,561 1,568 d) Net after-tax income after depreciation, amortization and releases 1,137 1,433 1,765 (1,253) 3,953 3 - PER SHARE DATA
(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.
CIE FINANCIÈRE DE PARIS 9 103 99.99% 184 137, rue Victor Hugo - 92687 LEVALLOIS PERRET
Meclisi Mebusan cadn° 15 - Salipazari 23, avenue Matignon 75008 PARIS
Graadt van Roggenweg 500 - Postbus 30800 3503 AP UTRECHT - PAYS-BAS
Les Collines de l’Arche - 76 route de la Demi-Lune 92057 PARIS La Défense
Cœur Défense - Tour B - La Défense 4 - 100 Esplanade du Général de Gaulle - 92932 Paris La Défense 9, avenue de Messine - 75009 PARIS
a) in French companies (total) 35 b) in foreign companies (total) 51
I Notes to the fi nancial statements as at December 31, 2009
Group in 2008 and unwound in 2009, whereas 2008 included a €2,181 million allowance for exchange-rate risk provision, arising from the Company’s policy of hedging net foreign currency investment in order to limit variability of the Group’s consolidated shareholders’ equity against currency movements.
In accordance to CRC regulation 2008-15, treasury shares are recorded in “Marketable securities”.
At December 31, 2009, 2,890,000 shares were held under the liquidity program, and 5,726,128 shares were allocated to hedging purposes, representing respectively €50 millions and €83 million.
Securities are classifi ed using the following criteria: ■ I nvestments in subsidiaries and affi liates are securities representing at least 10% of the share capital of the issuing company plus those which AXA deems held for the long term; ■ O ther fi nancial assets comprise securities representing less than 10% of the share capital and which are not investments in subsidiaries and affi liates.
The income statement distinguishes between ordinary operations and capital operations: ■ O rdinary operations include dividends, revenues from other investments, fi nancial expenses, operating expenses and income from transactions in investments; ■ C apital operations include gains or losses on the disposal of investments in subsidiaries and affi liates and portfolio management investments, impairment charges and reversals in respect of these securities and related receivables, gains and losses arising from exchange rate movements, charges and reversals of provisions for risks and charges, and exceptional income and expense; ■ D isposals of investments in subsidiaries and affi liates are measured using the weighted average unit cost method.
(i) charges and releases of provisions for exchange rate risk are recognized in foreign exchange result, and (ii) charges and reversals of provisions for tax repayment risk are recognized in income tax benefi t/expense.
Embedded Value of the Life & Savings business published by the
At the balance sheet date, the acquisition cost is compared with the fair value, which corresponds to the exit value for SICAV and
AXA SA has issued two subordinated bonds: ■ 2.5% bonds, maturity January 1, 2014: 9,185,581 bonds with a par value of €165 and a redemption value of €230.88 were in circulation at December 31, 2009. The redemption premium amounts to €606 million; with a par value of €165.50 and a redemption value of €269.16 were in circulation at December 31, 2009. The redemption premium amounts to €688 million.
The charge for the year ending December 31, 2009 amounted to €98 million, and the existing provision at December 31, 2008 was €706 million. The unamortized balance of €588 million was recognized as an off-balance sheet commitment.
Other shareholders’ equity included €5,987 million of undated subordinated notes at December 31, 2009, versus €5,805 million at December 31, 2008, representing an increase of €182 million 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
(a) Of which: ■ Finance Solutions, an intra-group fi nancing and cash management company, received a capital injection of €2,700 million; ■ the Australian entity AXA Asia Pacifi c Holdings received a capital injection of €198 million and also paid a €86 million dividend in shares; ■ AXA France Assurance paid a dividend of €900 million in shares; ■ AXA Life Europe, a company created to write unit-linked life insurance contracts with guaranteed minimum features via branches in several European countries, received a capital injection of €269 million; ■ AXA SA injected €202 million of capital into AXA Mediterranean Holding to fund the extension of the Italian distribution network of AXA MPS to Antonveneta; ■ AXA SA bought for €54 million, a 50% stake in AXA India Holding, which holds a 26% economic interest in Bharti AXA Life Insurance Company and which houses the Group’s Life & Savings activities in India.
Other shareholders’ equity amounted to €5,987 million, compared to €5,805 million at the end of 2008.
(a) The €863 million provision for deferred taxes includes a €835 million provision for the possible repayment of tax savings to subsidiaries belonging to the French tax consolidation group.
Value at December 31, 2009 Less than one year More than 5 years
Value at December 31, 2009 Less than 1 year 1 to 5 years More than 5 years
3.15. Unrealized foreign exchange gains amounted to €1,466 million at year-end 2009, down from €1,612 million at December 31, 2008. This account refl ects the positive effects derived from the revaluation of foreign-currency denominated loans and liabilities at the balance sheet closing exchange rate.
■ D irectors’ fees €1,100 k ; ■ O ther remuneration (net of recharging) €5,024 k .
4.2. The corporate income tax charge totaled €154 million as opposed to a benefi t of €835 million in 2008, which mainly represented tax due by companies included in the French tax consolidation group. The 2009 tax charge consisted mainly of a €513 million allowance for provisions for tax payments related to the defi cits of members of the tax consolidation group, minus €414 million of tax receivable from member entities.
(b) In accordance with tax rules, the tax expense relating to the fair value of options used to hedge equity portfolio was recognized in 2008; €1,824 million tax basis, while the income accounted for the unwound strategies was recorded in 2009
(c) No tax benefi t is recorded due to the Group tax loss.
Commitments to buy back shares and bonds from Group entities 635
I Report of the Statutory Auditors on the Company’s fi nancial statements
In compliance with the assignment entrusted with us by your General Meeting, we hereby submit our report for the year ended December
■ T he audit of the fi nancial statements of AXA, as attached to this report; ■ T he justifi cations of our assessments; ■ T he specifi c verifi cations and information required under French law.
The above mentioned fi nancial statements have been approved by the Management Board. Our role is to express an opinion on these fi nancial statements based on our audit.
We have no matter to report regarding the fairness of the Management Board’s Report and the documents addressed to the Shareholders concerning the Company’s fi nancial situation and fi nancial statements, and their consistency with 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 Management
The Group EV is not an estimate of AXA’s “fair value”, regardless of how one might defi ne “fair value”. It does not include the value of business to be sold in the future, nor does it include any value for future profi ts from existing business for other-than-life businesses.
Change in shares issued and treasury shares 0 2,523 2,523 156 156
Total return on Group EV strongly increased to 50% in 2009 compared to -36% in 2008 for the restated Group EV. The main drivers of higher return were the strong return on Life & Savings
Net unrealized capital gains/losses not included in IFRS shareholders’ equity 906
Unrealized capital gains/losses projected in the VIF & other Stat-GAAP adjustments (2,687)
Life & Savings EEV is obtained by adding the Life & Savings VIF to the Life & Savings ANAV: (in Euro million - Group share) 2008 2009
“Life & Savings Annualized Premium Equivalent” (APE) is a measure of the new business volume which includes 100% of sales of regular recurring premium business and 10% of sales of single premium business. The “APE Margin” is the ratio of NBV
“Life & Savings Present Value of Expected Premium” (PVEP) is a measure of the new business volume which includes the present value of the future premiums expected to be received over time for business sold in the current year. The “PVEP Margin” is the ratio of NBV to PVEP.
Euro 1 of value. Mechanically, this can be described in a shortcut 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 marketconsistent 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 range of stochastic scenarios, with the present value being the Life & Savings VIF.
average infl ation rate was assumed in 2009 (2.0% in 2008); ■ E xpenses are adjusted for non-recurring expenses and one-time strategic spending; ■ S ome benefi t from future mortality improvement on Life business is included, while annuity business does have an allowance for the costs of longevity increasing in all markets; ■ N on-fi nancial risks are provided for through the cost of holding capital consistent with the necessary amount to obtain a AA
■ A weighted average tax rate of 31.8% was assumed in 2009
Operating performance from existing business considers the movements in EEV relating to the business inforce at the beginning of the year, excluding the investment impacts that are shown below. The total operating performance of €2,475 million is analyzed in several components: ■ E xpected existing business contribution of €2,649 million is the expected contribution from existing business assuming assets earned the rates in the illustrative investment scenarios used to calculate IDR for the prior year; ■ O perational experience changes of €1,123 million is the impact of actual versus expected experience for items like mortality, expenses, lapse rates, etc.; ■ O perational assumptions changes of €-1,296 million is the impact on VIF of changes in future assumptions for items like mortality, expenses, lapse rates, etc.
Change in investment assumptions is zero. This line would refl ect changes to investment assumptions such as volatilities and correlations between asset classes, which are not directly driven by investment market data observed at year-end. In 2009, no such changes were made.
Total Return on Life & Savings EEV (before currency effects and capital fl ows) of €8,089 million combines the Operating
Others (incl. Life & Savings EEV of acquired/disinvested business) of €-770 million refl ects the part of EEV for the new acquisitions within the Life & Savings segment in 2009, and an internal transfer of AllianceBernstein shares between AXA
Closing Life & Savings EEV of €35,745 million is the total value at the end of the year, representing the prior year balance plus opening adjustments, plus total Return, plus capital fl ows, plus
Overall and permanent decrease of 10% in expenses 1,548 145 5% lower mortality rate for annuity business (332) (18)
An independent actuarial consultancy fi rm, Towers Watson, was hired by AXA to perform a review on the Life & Savings EEV, and issued the following statement of opinion: “Towers Watson has reviewed the methodology and assumptions used in the
for the principal life operations of the AXA Group. Our review also included the analysis of movement in embedded value from
Towers Watson has concluded that the methodology and assumptions used comply with the EEV Principles. In particular: ■ T he methodology makes allowance for the aggregate risks in the covered business through AXA’s market consistent methodology as described in the EV Report (available on www.
axa.com). The methodology uses reference rates in excess of swap rates to allow for the impact of liquidity premia, on a uniform basis within major territories, and includes a stochastic allowance for the cost of fi nancial options and guarantees;
■ T he operating assumptions have been set with appropriate regard to past, current and expected future experience; ■ T he economic assumptions used are internally consistent and consistent with observable market data; and
■ F or participating business, the assumed bonus rates, and the allocation of profi t between policyholders and shareholders, are consistent with the projection assumptions, established company practice and local market practice.
EEV Guidance (noting the disclosed exception concerning the treatment of affi liated investment management companies, where the value of their profi ts for managing assets for the
Life & Savings segment are not included in the Life & Savings
Watson’s review covered the 2009 embedded value, new business value, analysis of movement and sensitivities. On the basis of this review, Towers Watson has concluded that in all material respects the results have been prepared in a manner consistent with the methodology and assumptions described in this document.
Watson does not accept or assume any responsibility, duty of care or liability to anyone other than AXA for or in connection with its review work, the opinions it has formed, or for any statement set forth in this opinion.”
Earnings allocation and payment of a dividend of €0.55 per share
French Commercial Code granted to Mr. Henri de Castries in order to align his status with the AFEP/MEDEF recommendations
Authorization granted to the Management Board in order to increase the share capital by issuing ordinary shares or securities giving a claim to the Company’s ordinary shares, reserved for employees enrolled in an employer-sponsored savings plan
Change in the governance structure of the Company; amendments of the Bylaws accordingly; acknowledgment of the continuity of authorizations and delegations granted to the
Appointment of Mr. Henri de Castries to the Board of Directors
Appointment of Mr. Ramon de Oliveira to the Board of Directors
Management Board in order to issue ordinary shares or other types of securities with a claim to ordinary shares of the
The fi rst items on the agenda pertain to the approval of
and consolidated fi nancial statements (2nd resolution). AXA’s parent Company fi nancial statements for the year ended
The purpose of the 3rd resolution is to determine the allocation of earnings for the fi scal year 2009 that reveals a profi t of €3,953 million. After contribution to the legal reserve for €45,130,589.89, the income available for appropriation amounts to €3,910,648,942.98. This amount consists in earnings for €3,907,553,011.78 and in prior retained earnings for €3,095,931.20. The Management Board has further decided to recommend the payment of a dividend of €0.55 per share this year, representing a global distribution of €1,259,480,793.45 that is an increase of more that 50% compared to the previous fi scal year. The balance of income available for appropriation, i.e.
Board of your Company at its meeting on February 17, 2010.
Exercising the option for a fl at deduction at source is binding and has to be renewed upon each payment. This option would however lead to the loss of the 40% tax relief mentioned hereinbefore, of the lump-sum abatement of €1,525 or €3,050, depending on the marital status, and of the tax credit upper limit resulting from other distributions received by the individual in the course of the same calendar year.
The fl at deduction at source, which is immediately completed, is paid by the institution responsible for payment within the fi rst two weeks following the date of the dividend payout. The welfare taxes (CSG, CRDS and welfare deduction) due by the persons who are deemed to be French residents for tax purposes are, in any case, paid at the date of the dividend payout.
Pursuant to the relevant provisions of Article 243 bis of the French
“regulated agreements” which were authorized prior to 2009 and remained in force during this fi scal year, the report refers to the two following agreements: (i) the shareholders agreement with the BNP Paribas Group and (ii) the shareholders agreement with the Schneider Group.
Group entered into an agreement concerning minimal and stable cross-shareholdings. The parties have agreed to a reciprocal repurchase option in the event of a hostile takeover attempt, by a third party, over the share capital of either AXA or BNP Paribas.
Schneider in AXA on the date it exercises its repurchase option.
In the 5th resolution, you are requested to approve the regulated commitments referred to in the last paragraph of Article L.225-90-1 of the French Commercial Code (Code de commerce) relative to pension and social protection commitments granted to
Shareholders’ Meeting to be held on April 29, 2010 in accordance with the AFEP/MEDEF recommendations. It subsequently confi rmed its intention to maintain them as executive offi cers in the same conditions applying to all director-level employees of the AXA Group in France as regards to social protection. The
Mr. de Castries and to 12 months for Mr. Duverne, plus one additional month per year of future service, without exceeding 24 months.
Special Report relative to regulated agreements and commitments as well as in the 2009 Annual Report (Document de Référence) fi led with the AMF and which is made available in accordance with applicable laws and regulations, in particular on
Bylaws. If re-appointed, his term of offi ce would expire at the end of the General Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year.
Governance Committee, has provided for a favorable opinion on the appointment of Mr. Norbert Dentressangle as a member of
AXA’s Supervisory Board. A brief biography of Mr. Dentressangle appears in the Appendix to this report.
Please note that this resolution would however become null and void if the new governance structure with a Board of Directors
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 result, your Supervisory Board, upon recommendation of its
Audit Committee, proposes to: ■ R e-appoint Mazars as incumbent Statutory Auditor for six fi scal years; its term of offi ce would expire at the end of the
General Shareholders’ Meeting convened in 2016 to approve the fi nancial statements of the preceding fi scal year; ■ A ppoint Mr. Jean-Brice de Turkheim as alternate
Audit as incumbent Statutory Auditor will expire at the end of the
General Shareholders’ Meeting convened in 2012 to approve the fi nancial statements of the preceding fi scal year.
These shares may be acquired for the purpose of: a) optimizing the liquidity of AXA ordinary shares, and notably to foster regular and liquid listings, through a liquidity contract that complies with the AMAFI (Association française des marchés financiers) Code of conduct approved by the AMF and agreed to with an investment service provider, in compliance with market practices accepted by the AMF; b) (i) hedging stock options offered to some or all employees or corporate offi cers of the Company and/or affi liated entities or economic interest groups as defi ned in Article L.225-180 of the French Commercial Code, (ii) granting shares for free, in accordance with legal provisions, to some or all current or former employees, corporate offi cers and general insurance agents pursuant to the discount and/or contribution within an employee savings plan sponsored by the Company or the AXA Group, (iii)
Management Board is duly authorized by the shareholders, under an extraordinary resolution, to reduce the capital through the cancellation of the shares acquired pursuant to a share repurchase program; or f) in general, performing all admissible operations, or to be subsequently admitted, by the applicable laws and regulations, provided that the shareholders are beforehand informed, by any means admitted by the regulations, in the case the Management
In the event of a public offer on the Company’s shares, the
Company may carry on the execution of its share repurchase program in accordance with Article 232-15 of the AMF General
Company’s shares, even in the event of a public offer, in order to comply with its obligations vis-à-vis owners of securities representing debt instruments giving a claim to the Company’s share capital (above-mentioned objective d)) or for the purpose of hedging employees and corporate offi cers’ profi t sharing plans
Meeting on April 30, 2009, under the 10th resolution, shall be granted for a period of 18 months, starting as of this Meeting.
In the 14th resolution, the Management Board also requests from your General Shareholders’ Meeting to grant full authority to the Management Board to reduce the Company’s share capital through the cancellation, in one or more times, of the shares acquired by the Company pursuant to an authorization of the Ordinary Shareholders’ Meeting in accordance with
Article L.225-209 of the French Commercial Code, within the limit of 10% of the Company’s share capital in any given 24-month period. This authorization is granted for an 18-month period and the Management Board may sub-delegate its authority. This resolution would replace and render null and void the unused portion of the resolution that has been approved by the General Shareholders’ Meeting on April 30, 2009 under the 22nd resolution.
Subject to approval of the 15th resolution described hereinafter relative to a change in the governance structure of the Company, authorizations and delegations granted to the Management
Board pursuant to the 11th and 14th resolutions would profi t to the Board of Directors.
Under the 12th resolution, the shareholders are requested to grant full authority to the Management Board, for a 18-month period and with the option to sub-delegate authority, to decide the issue of ordinary shares or securities giving a claim to the Company’s ordinary shares reserved to current or former employees, corporate offi cers and/or general insurance agents enrolled in the employer-sponsored savings plan(s) of the Company or the AXA
It also entails a waiver of their preferential subscription rights on the shares to which such securities may give a claim to.
In accordance with the laws and regulations in force, the subscription price of the issued shares shall not be higher nor more than 20% lower than the average quoted price of the AXA’s share on Euronext Paris over the twenty trading days prior to the day on which the Management Board formally determines the subscription date.
However, if you authorize it, the Management Board could reduce or waive the aforementioned discount, as it deems appropriate, in particular to take into account new international accounting standards, or, inter alia, legal, accounting, tax or social provisions applicable in some benefi ciaries’ country of residence.
(Supplementary Management Board Report – Capital increase reserved for AXA Group employees) of the Annual Report for 2009 fi led with the AMF and made available to the shareholders in accordance with the laws and regulations, in particular on the
As continuation of the 12th resolution, the 13th resolution proposes to authorize the Management Board, for a period of 18 months, to decide one or several capital increases reserved to (i) employees and corporate offi cers of companies incorporated outside France and affi liated to the Company pursuant to Article L.225-180 of the
French Commercial Code and to Articles L.3344-1 and L.3344-2 of the French Labor Code, and/or (ii) organismes de placement collectif en valeurs mobilières (OPCVM) mutual funds or other entities for employee savings plans invested in the Company’s securities, whether legal entities or not, in which unit holders or shareholders are persons referred in point (i) of this paragraph, and/or (iii) a bank or a subsidiary of such bank which, at the request of the Company, participates in the implementation of a structured offer for employees, corporate offi cers or general agents of entities incorporated outside France and affi liated to the Company within the meaning of Articles L.225-180 of the
French Commercial Code and L.3344-1 as well as L.3344-2 of the French Labor Code.
Such capital increase would allow employees, corporate offi cers or general agents of the AXA Group’s affi liated entities, who are residents in certain countries outside France, to benefi t from an offer that is close as possible, in terms of economic profi le, to the offer, which would be offered to the other employees of the
The total nominal amount of shares that may be issued by virtue of this authorization would be limited to €150 million, it being specifi ed that this maximum amount would be common to the 12th and 13th resolutions in such way that the amount of the capital increase resulting from the 12th and 13th resolutions would not exceed €150 million in nominal amount.
The subscription price of the shares issued pursuant to this 13th resolution shall not be higher nor more than 20% lower than the average quoted price of the AXA share on Euronext Paris over the twenty trading days preceding the decision setting the opening date of subscriptions to the capital increase. In addition, the Management Board shall be entitled to decide the reduction or cancellation of any discount so granted in order to take into account, inter alia, legal, social, tax and accountancy regulations applicable in some benefi ciaries’ country of residence.
At the time the Management Board uses the authorizations hereinbefore, complementary reports will be established by the
Board pursuant to the 12th and 13th resolutions would profi t to the Board of Directors .
VII – Approval of the change in the Company’s governance structure, amendment of the Bylaws accordingly and acknowledgment of the continuity of authorizations and delegations granted to the Management Board in favor of the Board of Directors
In the 15th resolution, the Management Board submits to your approval the amendments of the Bylaws in order to allow a change in the administration and the management of your
Company. You are hereby requested to adopt a governance structure with a Board of Directors replacing the current structure with a Management Board and a Supervisory Board. The Articles of the Bylaws you are asked to modify appear in the Appendix to the resolutions submitted by the Management Board.
Code, the amended Bylaws of the Company pursuant to the 15th resolution provide that the Executive Management of the
Directors, either by the Chairman of the Board of Directors or by a Chief Executive Offi cer who is an individual appointed by the
Subject to your approval of the 15th resolution, the duly appointed
Mr. Henri de Castries would exercise the role of Chairman and
The Supervisory Board believes that the proposed structure would optimize the Group’s governance processes and be in the best interests of AXA and its shareholders for the following reasons: An effi cient and reactive governance structure
The Supervisory Board and Management Board structure has served the Group well since its adoption in 1997. The fast moving events of the fi nancial crisis in 2008 and 2009, however, underlined the importance of reactivity in the Group’s decisionmaking processes and caused the Supervisory Board to consider ways for the Group to optimize and streamline its governance processes. After careful consideration, the Supervisory Board concluded that a move to a unitary Board of Directors offers a number of advantages for the Group at this stage in its evolution: (1) it will reinforce the role and responsibilities of the Board and its members because, under French law, a Board of Directors has a number of responsibilities that go beyond those of a Supervisory
Board (which has a role under French law essentially limited to supervising the Management Board), (2) this more direct implication of the Board and its members will help better leverage the Board’s collective wealth of experience and knowledge for the benefi t of the Group and its executive management, and (3) this change will provide the Board with the fl exibility to combine or separate the Chairman and CEO posts while preserving very meaningful checks and balances (described below) in AXA’s governance processes. The Supervisory Board concluded that a unitary Board of Directors bearing the full responsibility for decision-making will be a more effi cient and reactive governance structure for the Group over the coming years and that reactivity will be a critical factor in dealing with the uncertain market, regulatory and competitive environment we anticipate coming out of the fi nancial crisis.
will be chaired by an independent director; ■ T he Audit Committee and the Compensation & Human
PDG. This Lead Independent Director will have in particular the opportunity (1) to request, at any time, the PDG to convene full meetings of the Board on a specifi c agenda; (2) to convene meetings of the non-executive Directors; (3) to attend and participate in all meetings of Board Committees (regardless of whether the Lead Independent Director is a Committee member); (4) to inform the Chairman and the Board of Directors on potential confl icts of interest the Lead Independent Director would have identifi ed; and (5) to address the Company’s General
Director will be specifi ed in a Charter incorporated to the Rules of
Procedure of the Board of Directors. The proposed Charter to be adopted by the Board on Directors on April 29, 2010 appears in
In the 15th resolution, you are also requested to acknowledge that the authorizations and delegations previously granted to the
Management Board pursuant to the resolutions listed therein will profi t to the Board of Directors and are restated in its favor as necessary.
Beside the amendments of the Bylaws directly related to the adoption of a new governance structure with a Board of
Subject to your approval of the new governance structure with a
Ethics & Governance Committee, has provided for a favorable opinion on their appointment as members of AXA’s Board of Directors. Brief biographies of Mr. Henri de Castries and
Mr. Denis Duverne appear in the Appendix to this report; ■ I n the 19th to 28th resolutions, you are being asked to appoint as members to the Board of Directors the following members of the present Supervisory Board : Mrs. Dominique Reiniche,
Company’s amended Bylaws, these candidates would be appointed for the remaining duration of their terms of offi ce as members of the Supervisory Board, i.e. 1 year for
Committee, has provided for a favorable opinion on their appointment as members of AXA’s Board of Directors. Brief biographies of the candidates appear in the Appendix to this report; ■ I n the 29th, and 30th resolutions, you are being asked to appoint
Board of Directors for four years in accordance with Article 10 of the amended Bylaws. Their term of offi ce would expire at the end of the General Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year. The Supervisory Board, upon recommendation of its
Environnement Group. Mrs. Suet-Fern Lee is Senior Director of Stamford Law Corporation (Singapore). The appointment of Mmes. Kocher and Lee would also increase the number of women seating on the Board. The Supervisory Board has also assessed the independence of Mmes. Isabelle Kocher and Suet-Fern Lee on the basis of the recommendations of the AFEP/MEDEF Code of corporate governance dated
December 2008 and concluded that they shall be qualifi ed as independent. Brief biographies of Mmes. Isabelle Kocher and
Suet-Fern Lee appear in the Appendix to this report; ■ F inally, in the 31st to 36th resolutions, you are being asked to appoint a member to the Board of Directors upon proposal of the employee shareholders of the AXA Group. Pursuant to the applicable regulations, in early 2010, the Management
M s . Wendy Cooper has initially been appointed by your General
Directors. In the event that several of the 31 to 36 resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor”
In the 37th resolution, it is proposed, subject to the approval of the change in the governance structure of your Company
APPENDIX TO THE MANAGEMENT BOARD REPORT – CHARTER OF THE VICE-CHAIRMAN – LEAD INDEPENDENT DIRECTOR
Board of Directors may appoint, among its members who are individuals, a Vice-Chairman for a duration that may not exceed his/her term of offi ce as a member of the Board of
2. The Vice-Chairman shall qualify as independent on the basis of criteria publicly disclosed by the Company. The Chief
Executive Offi cer, the Deputy Chief Executive Offi cers or any other person employed by any entity of the AXA Group may not be appointed as Vice-Chairman.
3. The Vice-Chairman shall replace the Chairman of the Board of Directors in case of temporary incapacity or death. In case of temporary incapacity, the replacement runs for the duration of the incapacity; in case of death, it runs until a new Chairman is appointed. The Vice-Chairman chairs all meetings of the Board at which the Chairman is not present.
Management prior to Board and Committees’ meetings, appropriateness of Board meetings agendas…) or to the communication with shareholders on corporate governance matters; (vii) the Vice-Chairman shall be invited by the Chairman to report to the General Shareholders’ Meetings.
SUPPLEMENTARY MANAGEMENT BOARD REPORT – CAPITAL INCREASE RESERVED FOR AXA GROUP EMPLOYEES
At its meetings on June 29, 2009 and July 29, 2009, the AXA
Code and Article L.3331-1 et seq of the French Labour Code, the
Management Board has used the aforementioned authorization by determining the fi nal terms of the offering at its meeting of
This authorization was granted to the Management Board for a period of 18 months as from the date of the Shareholders’
Meeting in question, for the purpose of increasing the Company’s share capital in one or more issues, acting on the basis of its own deliberations, by issuing shares reserved for (i) corporate offi cers, general insurance agents, employees or former employees enrolled in the Employee Stock Purchase Plan (Plan d’Epargne d’Entreprise de Groupe or P.E.E.G.) sponsored by AXA entities in
The decision of the Shareholders’ Meeting mentioned above entailed the waiver by the shareholders of their preferential subscription rights, in favor of Group employees who are members of a company employee savings plan, to the shares or securities to be issued (for free, as the case may be), and a waiver of their preferential subscription rights to the ordinary shares that the aforementioned securities may give access.
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 1. Defi nitive conditions of the operation
In addition to the classic plan for increasing capital for the benefi t of employees, the Group is offering a leveraged plan. In connection with this leveraged plan, several different employee shareholding funds (FCPE) compartments have been set up for
Compartment A of Euronext Paris S.A. for a period of 20 trading days ended the last day prior to the decision of the Company’s
As a result, the Management Board, at its meeting of 1. took due note that the average price of the 20 opening stock price quotes for the AXA shares running from
After the issue of a maximum of 65,502,183 new shares 0.97%
After the issue of a maximum of 65,502,183 new shares €18.47
Figures indicated above have been determined on the basis of the theoretical maximum number of shares that may be issued in connection with Shareplan 2009. By way of illustration, for
French Commercial Code, this report will be made available to shareholders at the Company’s head offi ce no later than fi fteen days following the Management Board’s meeting and will be submitted to the shareholders at their next General Meeting.
SUPPLEMENTARY MANAGEMENT BOARD REPORT – CAPITAL INCREASE WITH PREFERENTIAL SUBSCRIPTION RIGHTS (ARTICLE R.225-116 OF THE FRENCH COMMERCIAL CODE)
Shareholders’ Meeting on April 30, 2009 to increase the share capital of the Company by issuing ordinary shares, with preferential subscription rights of shareholders.
French Commercial Code (Code de commerce), we have prepared a supplementary report presenting the execution terms of the operation.
On April 30, 2009, the General Shareholders’ Meeting, under the twelfth resolution, delegated authority to the Management Board for a period of 26 months, with the option to subdelegate authority under legal and regulatory conditions, to resolve the issue of ordinary shares of the Company with preferential subscription rights of shareholders, up to a limit of €2 billion. 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
(statuts), decided to use the delegation of authority granted under the twelfth resolution adopted by the General Shareholders’
Meeting on April 30, 2009, and decided to issue new shares of the Company for a maximum nominal amount of €458 million
Management Board sub-delegated to Mr. Denis Duverne, member of the Management Board, the task of setting the fi nal terms of the transaction.
Mr. Denis Duverne, member of the Management Board of the Company, acting pursuant to the Management Board’s sub-delegation, decided on November 6, 2009 to carry out a capital increase of a nominal amount of €398,717,460 by the issue of 174,112,428 new ordinary shares (the “Rights Issue”).
Group’s consolidated shareholders’ equity (group share) on a per share basis (calculated on the basis of consolidated shareholders’
(1) The calculation assumes the exercise of all stock options and warrants. The 2017 convertible bonds have not been taken into account in these calculations, as an automatic exercise mechanism for purchase options in respect of AXA shares, in place since January 2007, is able to neutralize the dilutive effect that would otherwise be caused by the creation of shares resulting from conversion, other than preferential subscription rights attached to shares allocated upon conversions that occur no later than November 20, 2009, which have been taken into account.
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 2.2 IMPACT OF THE RIGHTS ISSUE ON SHAREHOLDERS
After issue of 174,112,428 new shares pursuant to the Rights Issue 0.92% N/A
November 18, 2009 until December 9, 2009 inclusive, in accordance with legal and regulatory provisions and with the terms of the option plans. The notice referred to in Article R.225133 if the French Commercial Code concerning this suspension was published in the BALO (Bulletin des Annonces légales obligatoires) on November 11, 2009 and the suspension was effective on November 18, 2009.
The rights of benefi ciaries under AXA’s stock option plans whose options are currently exercisable and which have not been exercised at the latest by November 17, 2009 at 11:59 p.m.
The theoretical impact of the Rights Issue on the AXA share trading value, i.e. €18.24 (average of closing quoted price over the 20 trading days preceding November 6, 2009), would be the following: Non-diluted basis
Additional market capitalization due to exercise of stock options, warrants and free shares (2) €1,440,827,756
Additional number of shares due to exercise of stock options, warrants and free shares (2) 58,808,891 shares
AXA SA trading value after dilution and before the Rights Issue €39,550,556,125
Number of new shares issued within the Rights Issue (1) 181,391,390 shares
Theoretical AXA share trading value after dilution and Rights Issue €41,709,113,666
Total number of shares after dilution and Rights Issue 2,329,549,424 shares
Variation (from AXA share trading value after dilution and before the Rights Issue) -2.75%
(2) The 2017 convertible bonds have not been taken into account in these calculations, as an automatic exercise mechanism for call options in respect of AXA shares, in place since January 2007, is able to neutralize the dilutive effect that would otherwise be caused by the creation of shares resulting from such conversion.
In accordance with the applicable provisions, this report will be made available to shareholders at the Company’s registered offi ce and will be submitted to the next General Shareholders’ Meeting.
APPENDIX - SUMMARY OF THE PROSPECTUS VISA N°09- 323 DATED 9 NOVEMBER 2009 OF THE AMF
The Company is the holding company of the AXA Group, a worldwide leader in fi nancial protection.
AXA operates primarily in Europe, North America, the Asia Pacifi c
(in millions of euros, except per share data) 30 June 2009 (f) 30 June 2008 (f) 31 December 2008
(b) Includes investment income net of investment management costs, impairment, net realised investment gains and losses and net unrealised investment gains and losses on assets with fi nancial risk borne by the policyholders and on assets designated as at fair value through profi t & loss, including assets backing the UK with-profi ts business.
(d) An annual dividend is generally paid each year in respect of the prior fi nancial year after the Shareholders’ General Meeting (customarily held in April or May) and before September of that year. Dividends are set forth in this table in respect of the fi nancial year to which they relate and not the year during which they are declared and paid. A dividend of €0.40 per share was approved at AXA’s Shareholders’ General Meeting that was held on April 30, 2009. The dividend was paid on May 12, 2009 with an exdividend date as at May 7, 2009.
“Solvency I” requirements, the solvency ratio was 131% (or 127% after deducting the €0.40 per share dividend distributed in 2009) as at 31 December 2008 and 133% as at 30 June 2009 (see pages 42 and 118 to 119 of the 2008 Document de
If the transaction with AAPH is successful (see paragraph 10.5 of the Securities Note), the impacts will be as follows: ■ A ccretive to earnings per share from 2010; ■ A decrease of 1 point to the Solvency I ratio, which was slightly above 140%(1) as at 30 September 2009; and
■ A decrease of 2 points to the indebtedness ratio (2).
de Contrôle des Assurances et des Mutuelles (“ACAM”), which is the principal French insurance regulator.
Issue, merger and contribution premiums - - - (23) - - (23)
Shareholders’ equity – combined fi nancial instruments - - - - - - 0
Interest expense of perpetual debt - - - - - (217) (217)
■ R isks relating to the structure of the Group, the scope and nature of its business, the environment in which it operates and the products it offers.
Investors should note that the description of risks above is not exhaustive and additional risks and uncertainties not currently known or that AXA currently deems to be immaterial may also materially
Estimated net issue proceeds Approximately €2,033 million, which may be increased to a maximum of approximately €2,120 million.
Entitlement to dividend The new shares will carry full rights (jouissance courante).
■ transferees of such preferential subscription rights. Holders of preferential subscription rights will be entitled to subscribe: ■ by irrevocable entitlement (à titre irréductible ) for one new share for every 12 existing shares (i.e., one new share for 12 preferential subscription rights at a price of €11.90 per share); and
■ subject to reduction (à titre réductible ) for any additional shares over and above the initial entitlement represented by their preferential subscription rights, as described above.
Underwriting AXA entered into an underwriting agreement on 6 November 2009 with a syndicate of banks led by BNP Paribas, acting as global coordinator, joint lead manager and joint bookrunner and including BNP Paribas, HSBC Bank plc and Deutsche Bank AG, London Branch, acting as joint lead managers and joint bookrunners and CALYON and Société Générale acting as joint lead managers (together, the “Underwriters”). The underwriting agreement constitutes a garantie de bonne fin, within the meaning of Article L.225-145 of the French Commercial Code, for up to a total of 139,083,249 new shares, i.e., up to a total nominal amount of €318.5 million.
The market for preferential subscription rights may be volatile and offer only limited liquidity.
After issue of 181,391,390 new shares pursuant to the Rights Issue (2) N/A 18.39
Prior to the issue of new shares pursuant to this Rights Issue 1% 0.97%
After issue of 181,391,390 new shares pursuant to the Rights Issue (2) N/A 0.90%
(1) The calculation assumes the exercise of all stock options and warrants. The Convertible Bonds have not been taken into account in these calculations, as an automatic exercise mechanism for purchase options in respect of AXA shares, in place since January 2007, is able to neutralise the dilutive effect that would otherwise be caused by the creation of shares resulting from conversion, other than preferential subscription rights attached to shares allocated upon conversions that occur no later than 20 November 2009, which have been taken into account.
11 November 2009 Publication of the notice in the Bulletin des Annonces Légales Obligatoires with respect to the suspension of the right to exercise stock options.
2 December 2009 Publication of a press release by the Company announcing the subscription rate results. Publication by Euronext Paris of the admission notice for the new shares indicating the fi nal amount of the capital increase and the allotment ratio for subscriptions subject to reduction (à titre réductible).
10 December 2009 End of the suspension period for the exercise of stock options.
AXA will issue a press release on the status of its discussions with AXA Asia Pacifi c Holdings before the end of the subscription period.
The Prospectus is available free of charge at the registered address of AXA, 25, avenue Matignon, 75008 Paris, on the
(Ethics & Governance Committee, which held four meetings; Compensation & Human Resources Committee, which held six meetings; Finance Committee, which held six meetings; Audit Committee, which held seven meetings). Your Supervisory
Board sought, in particular, to ensure that its own organization contributed to the good corporate governance of the Company.
In accordance with applicable laws, the Management Board submitted to the Supervisory Board for its review AXA’s fi nancial statements for 2009 (Company’s fi nancial statements – parent only – and the consolidated fi nancial statements) as well as the
Management Board’s Report on the Company’s and the Group’s business for the preceding fi scal year.
The Supervisory Board states to the Shareholders’ Meeting that it does not have any comment on the fi nancial statements and report submitted by the Management Board.
The adoption of a unitary Board structure will reinforce the role, responsibilities and implication of the Board and its members while preserving a well-balanced governance system thanks, in particular, to the increased role of the independent directors.
Upon advice of its Ethics & Governance Committee, the Board recommended the appointment of the following persons to the future Board of Directors: Mmes. Wendy Cooper
The Supervisory Board has also decided to recommend the adoption of a structure with a Board of Directors in which
CEO (Président Directeur Général or PDG). This proposal to combine the posts of Chairman and CEO does not represent a decision of AXA to institutionalize the combination of these posts on a permanent or structural basis going forward. Rather, the
Supervisory Board’s decision to recommend this change is the result of an analysis of the specifi c circumstances of the Group at this stage in its development, the unique experience and abilities of Mr. Henri de Castries and the Board’s desire to optimize the
Consequently, the Board recommends you to approve the 2009 fi nancial statements as well as all of the other resolutions submitted to your Shareholders’ Meeting and approved by the
This capital increase is being submitted to your approval pursuant to Articles L.225-129-6 of the French Commercial Code and L.333218 et seq of the French Labor Code.
Acting on the basis of its report, your Management Board proposes that you authorize it, over a period of 18 months, to decide one or several capital increases and that you waive your preferential subscription rights on shares or securities giving a claim to the equity securities to be issued. As the case may be, the Management Board would set the fi nal terms of such transaction.
Code. Our role is to express our opinion as to 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.
REPORT OF THE STATUTORY AUDITORS ON CAPITAL INCREASE WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR EMPLOYEES ENROLLED IN THE EMPLOYER-SPONSORED SAVINGS PLAN
■ T he Management Board may, subject to the limits and conditions stipulated hereinbefore, determine the terms and conditions of such transactions, in particular to: • resolve that the issues may be subscribed directly by benefi ciaries or through an organisme de placement collectif en valeurs mobilières (OPCVM) mutual fund ,
• reduce, if need be, the scope of companies participating in the offer as compared to the scope of companies eligible for the employer-sponsored savings plan,
• determine the opening and closing dates of the subscription period,
• take all necessary measures for the furtherance of the capital increases, undertake all subsequent formalities, in particular for the listing of the securities thereby created, and, in general, take all necessary measures.
We performed our work in accordance with the professional standards applicable in France. These standards require that we verify the information contained in the report of the Management Board and the terms and conditions under which the issue price is being determined.
In compliance with Article R.225-116 of the French Commercial Code, we will prepare a supplementary report, as the case may be, when your Management Board will make use of this authorization.
Acting on the basis of its report, your Management Board proposes that you authorize it, for a period of 18 months, to decide one or several capital increases and that you waive your preferential subscription rights to any securities to be issued.
It is specifi ed that: ■ T he aggregate nominal amount which may result from this resolution and the 12th resolution shall not exceed the above mentioned nominal amount of €150 million; ■ T he Management Board proposes that you waive your preferential subscription rights on the ordinary shares to be issued pursuant to this authorization and to reserve the subscription rights to the category of benefi ciaries meeting the following characteristics: (i) employees and corporate offi cers of companies incorporated outside France and affi liated to the Company pursuant to Article
mutual funds or other entities for employee savings plans invested in the Company’s securities, whether legal entities or not, in which unit holders or shareholders are persons referred to in point (i) of this paragraph, and/or (iii) a bank or a subsidiary of such bank which, at the request of the Company, participates in the implementation of a structured offer for employees, corporate offi cers or general agents of entities incorporated outside France and affi liated to the Company within the meaning of Articles L.225-180 of the
■ T he Management Board will have full authority, with the option to sub-delegate authority under legal conditions, to implement and to postpone this resolution, and in particular to: • set the date and the issue price of the new shares to be issued, as well as the other terms and conditions of the issues, including, the date – even retroactive – on which the shares to be issued will earn dividends, and the terms of payment of the issue price,
• set the list of benefi ciaries of the waiver of the preferential subscription rights within the category above defi ned, and the number of shares to be subscribed by each of them,
• take any measures necessary to the furtherance of the issues,
To the extent that the amount of the issue price is not set, we do not express any opinion as to the fi nals terms according to which the capital increase will be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights.
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 Management Board will make use of this authorization.
In our capacity as Statutory Auditors of AXA and as required under the provisions of Article L.225-209 paragraph 7 of the French
Commercial Code in the event of a reduction of capital by cancellation of purchased shares, we hereby submit this report on our assessment of the reasons and conditions pertaining to the proposed capital reduction.
This transaction is related to the share repurchase program under which the Company may purchase its own shares up to a maximum of 10% of its share capital under the conditions set forth in Article L.225-209 of the French Commercial Code. This share repurchase program is also submitted for approval to your General Shareholders’ Meeting (11th resolution) and would be granted for a period of 18 months.
The Management Board requests you to delegate to it, for a period of 18 months, full authority so as to cancel the shares purchased under the proposed share repurchase program up to a maximum of 10% of the share capital per 24-month period.
We have no matter to report concerning the reasons and the conditions of the proposed capital reduction, it being recalled that your
Company may only carry out the capital reduction if your Meeting previously approves the purchase of its own shares by the Company.
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010
In our capacity as Statutory Auditors of AXA and pursuant to the provisions of Article R.225-116 of the French Commercial Code, we hereby present a complementary report to our special report of March 25, 2009 on the issue of shares, without preferential subscription rights, reserved to (i) corporate offi cers, general insurance agents and employees or former employees enrolled in the Group Company
It is the responsibility of the Management Board 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.
We performed our work in accordance with the professional standards applicable in France. Those standards require that we plan and perform procedures to verify: ■ The fairness of the fi gures taken from the interim fi nancial statements as of June 30, 2009, prepared under the responsibility of the
Management Board; ■ The conformity of the terms and conditions of the transaction with regards to the delegation of authority granted by the General
Shareholders’ Meeting of April 30, 2009 and with the information presented at that Meeting; ■ The proposal to waive the shareholders’ preferential subscription rights, which you have already approved, the choice of the calculation methods of the issue price, and its fi nal amount; ■ The presentation of the issue impact on the position of holders of equity securities having regard to shareholders’ equity and the share trade value.
I Resolutions s ubmitted b y t he AXA ’s Management Board
APPROVAL OF THE COMPANY’S FINANCIAL STATEMENTS FOR 2009 – PARENT ONLY
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, and having reviewed the Management Board Reports, the
Report and to the fi nancial statements for the year ended
for the year ended December 31, 2009 as presented, together with the transactions summarized or referred to in the aforementioned reports.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, and having reviewed the Management Board Reports, the Supervisory
EARNINGS ALLOCATION AND PAYMENT OF A DIVIDEND OF €0.55 PER SHARE
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, upon proposal of the Management Board,
For dividends received as of January 1, 2008, the benefi ciaries having opted for a fl at deduction at source are not entitled to the aforementioned tax relief.
In the event that the Company holds certain of its own shares at the time dividends are made available for payment, the corresponding dividends shall be appropriated to the retained earnings.
APPROVAL OF COMMITMENTS REFERRED TO IN ARTICLE L.225-90-1 OF THE FRENCH COMMERCIAL CODE GRANTED TO MR. HENRI DE CASTRIES IN ORDER TO ALIGN HIS STATUS WITH THE AFEP/MEDEF RECOMMENDATIONS
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, and having reviewed the provisions of the Statutory Auditors’
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings and pursuant to Article 10 of the Company’s Bylaws, hereby re-appoint Mr. Norbert Dentressangle to the Supervisory Board for a four-year term of offi ce expiring at the end of the General
Mr. Jean- Brice de Turkheim as alternate Statutory Auditor for six fi scal years in replacement of Mr. Jean-Louis Simon whose functions expire at the end of this General Shareholders’ Meeting.
Company holds at any given time shall not exceed 10% of total number of shares comprising the capital nor 10% of the total number of existing ordinary shares.
(Association française des marchés financiers) Code of conduct approved by the AMF (Autorité des marchés financiers) and agreed to with an investment service provider, in compliance with market practices accepted by the AMF. It is specifi ed that for the purpose of calculating the 10% limit referred to in paragraph 1) of this resolution, the number of such repurchased shares will be equal to the purchased shares minus the shares that would have been resold within the duration of this resolution, b) (i) hedging stock options offered to some or all employees or corporate offi cers of the Company and/or affi liated entities or economic interest groups as defi ned in
Group in connection with the implementation of any employee savings plan complying with the applicable laws and regulations, notably the Articles L.3332-1 et seq of the French Labor Code, or all other employee savings plans, as well as carrying out any hedging transaction related to the employee savings plans referred to in (iv), c) holding shares for the purpose of subsequent payment or exchange in respect of potential external growth acquisitions, in compliance with the market practice accepted by the AMF, d) delivering shares upon exercise of rights attached to debt instruments giving a claim to the Company’s share capital by way of repayment, conversion, exchange, presentation of a warrant or in any other manner, e) canceling some or all of these shares, provided that the Management Board is duly authorized by the shareholders, under an extraordinary resolution, to reduce the capital through the cancellation of the shares acquired pursuant to a share repurchase program, or, f) in general, performing all admissible operations, or to be subsequently admitted, by the applicable laws and regulations.
3) Resolve that the maximum purchase price per share shall not exceed €35 excluding expenses (or the equivalent of this amount in any other currency on the same date). However, in the event of transactions concerning the Company’s share capital – in particular a modifi cation of the ordinary share’s nominal value, a capital increase through capitalization of reserves followed by the issue and the free grant of shares, a split or a regrouping of shares – the Management Board may adjust the maximum purchase price referred to above in order to take into account the impact of such transactions on the share value. For reference purpose only, pursuant to Article R.225-151 of the French Commercial Code, as at February 11, 2010 and without taking into consideration the shares already held, the maximum global amount that may be allocated by the Company to the ordinary shares repurchase program under this resolution would be €8,014,877,745 corresponding to 228,996,507 ordinary shares acquired at the maximal unit price of €35, excluding expenses, determined hereinbefore and on the basis of the share capital as at February 1, 2010.
4) Resolve that the purchase, sale or transfer of these shares may be completed and paid by all appropriate means in accordance with the applicable laws and regulations, including through open market, private or over-the-counter transactions, notably through block trades, by using fi nancial derivatives or warrants or, more generally, securities giving a claim to shares of the Company, or through public offerings introduced by the Company, at such time as the
5) Resolve that, in the event of a public offer on AXA’s securities, the Company may carry on the execution of its share repurchase program in accordance with Article 23215 of the AMF General Regulation provided that (i) the offer to purchase the Company’s securities is paid exclusively and entirely in cash and that (ii) the repurchase transactions carried out pursuant to a program in progress are consistent with the objectives mentioned in points b) and d) of paragraph 2) above and are not likely to compromise the success of the offer.
Board, with the option to sub-delegate authority under legal conditions, to (i) resolve and implement this authorization,
(ii) specify, if need be, its terms and conditions in accordance with applicable laws and this resolution, and, in particular
Subject to approval of the fi fteenth resolution hereinafter relative to a change in the governance structure of the Company, authorizations and delegations granted to the Management
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 tenth resolution. It is granted for a period of 18 months, starting as of this Meeting.
The issue of shares might be paid in cash or through the capitalization of reserves, earnings or premiums or in case of free grant of shares or securities giving a claim to the share capital pursuant to the discount and/or the contribution.
The total nominal amount of capital increases that may be carried out by virtue of this resolution shall not exceed €150 million; it is specifi ed that this limit is common to the capital increases that may be carried out pursuant to the thirteenth resolution. If applicable, the nominal value of additional shares to be issued in order to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that can be issued by virtue of this resolution, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to this upper limit.
3) Resolve that the issue price of the ordinary shares or securities to be issued by virtue of this resolution will be set in accordance with Articles L.3332-18 et seq of the French
4) Authorize the Management Board to grant for free ordinary shares or securities giving an immediate or deferred claim to the Company’s ordinary shares, provided that the total benefi t resulting from the discount and/or contribution may not exceed the applicable legal or regulatory limits.
The Management Board may delegate, to any person authorized by law, full authority to carry out the share capital increase, as well as the authority to postpone it, to the extent and in accordance with the terms and conditions that it may defi ne beforehand.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Extraordinary Shareholders’ Meetings, having reviewed the Management Board Report and the Statutory
2) Decide to waive the preferential subscription rights of shareholders on the shares issued by virtue of this authorization and to reserve the subscription rights to the category of benefi ciaries meeting the following characteristics: (i) employees and corporate offi cers of companies incorporated outside France and affi liated to the Company pursuant to Article L.225-180 of the French
Commercial Code and to Articles L.3344-1 and L.3344-2 of the French Labor Code, and/or (ii) OPCVM mutual funds or other entities for employee savings plans invested in the Company’s securities, whether legal entities or not, in which unit holders or shareholders are persons referred to in point (i) of this paragraph, and/or (iii) a bank or a subsidiary of such bank which, at the request of the Company, participates in the implementation of a structured offer for employees, corporate offi cers or general agents of entities incorporated outside France and affi liated to the Company within the meaning of Articles L.225-180 of the French
French Labor Code. This structured offer shall be similar, in terms of economic profi le, to the offer for other employees and corporate offi cers of the Company or its affi liated companies or economic interest groups within the meaning of Article L.225-180 of the French Commercial Code and
3) Decide that the issue price of the new shares to be issued pursuant to this authorization (i) shall not be higher nor more than 20% lower than the average quoted price of the
AXA share on Euronext Paris over the twenty trading days preceding the day on which the Management Board sets the opening date of the subscription to a capital increase carried out by virtue of the twelfth resolution, and (ii) shall not be higher nor more than 20% lower than the average quoted price of the AXA share on Euronext Paris over the twenty trading days preceding the day on which the Management Board sets the opening date of the subscription to the capital increase reserved to benefi ciaries comprised in the category defi ned hereinbefore, provided that the structured offer referred to in paragraph 2) (iii) of this resolution would not be established concurrently to a capital increase carried out by virtue of the twelfth resolution. The Management Board may decide to reduce or cancel of any discount so granted, if it deems appropriate, in order to take into account, inter alia, legal, accounting, tax or social provisions applicable in some benefi ciaries’ country of residence.
4) Resolve that the Management Board will have full authority, with the option to sub-delegate authority under legal conditions, to implement and to postpone this resolution, and in particular to: • set the date and the issue price of the new shares to be issued, as well as the other terms and conditions of the issues, including, the date – even retroactive – on which the shares to be issued will earn dividends, and the terms of payment of the issue price; • set the list of benefi ciaries of the waiver of the preferential subscription rights within the category above defi ned, and the number of shares to be subscribed by each of them; • record the amount of the capital increase and amend the
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their meeting on April 30, 2009 under the twenty-fi rst resolution. It is granted for a period of 18 months as of this Meeting.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Extraordinary Shareholders’ Meetings, and having reviewed the Management Board Report and the
French Commercial Code, 1) Hereby authorize the Management Board to cancel, in one or several times, some or all of the ordinary shares acquired by the Company and/or that the Company may subsequently acquire in connection with any authorization granted by the
General Shareholders’ Meeting pursuant to the provisions of Article L.225-209 of the French Commercial Code, within the limit of 10% of the Company’s share capital for any given 24-month period, and to reduce the Company’s share capital accordingly.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their meeting on April 30, 2009 under the twenty-second resolution. It is granted for a period of 18 months as of this Meeting.
Shareholders’ Meeting; ■ A mend accordingly, as of this General Shareholders’ Meeting,
Articles of the Bylaws following the amendments required by this fi fteenth resolution and appearing in the Appendix and, as the case may be, an adjustment of the numbering of Articles to which other Articles refer to, and (ii) the replacement of the term
Management with the purpose of taking into account the defi nitions included in the amendments of Bylaws approved by the General Shareholders’ Meeting on April 30, 2009 under the twenty-sixth resolution; ■ A cknowledge that the authorizations and delegations previously granted to the Management Board pursuant to the resolutions listed hereinafter will profi t to the Board of Directors and are restated in its favor, as necessary, for their remaining duration : • Twenty-fourth resolution approved by the Ordinary and
Extraordinary Shareholders’ Meeting on May 14, 2007 for a period of 38 months expiring on July 14, 2010 (Authorization granted to the Management Board to freely allot shares to employees of the AXA Group in connection with the execution of the “Ambition 2012” plan),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital 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 Shareholders),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Authorization granted to the Management Board, in the event of an issue of shares or securities without preferential subscription rights, to set the issue price under the conditions defi ned by the Shareholders and up to a maximum of 10% of the share capital),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital by issuing ordinary shares or securities giving a claim to ordinary shares in return for contributions in kind up to a maximum of 10% of the share capital, outside the event of a public exchange offer initiated by the Company),
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred shares, with preferential subscription rights of ordinary shareholders),
(société anonyme) with a Board of Directors; ■ G rant full authority to the Board of Directors, subject approval of this fi fteenth resolution and in the event of a preferred shares issue leading to the amendments of Bylaws approved by the
General Shareholders’ Meeting on April 30, 2009 under the twenty-sixth resolution, to proceed to (i) a new numbering of the Articles of the Bylaws following the amendments required by this fi fteenth resolution and appearing in the Appendix and, as the case may be, an adjustment of the numbering of
Articles to which other Articles refer to and (ii) the replacement of the term “shareholders” by the term “Shareholders” in Title
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Extraordinary Shareholders’ Meetings and having reviewed the Management Board Report, resolve: ■ T o amend the present provisions of Article 7 of the Bylaws in order to (i) confi rm that the crossing of statutory thresholds in capital or voting rights may result of a person acting alone or persons acting jointly, and (ii) specify that the notifi cation period starts from the crossing of the statutory threshold; the shareholders accordingly approve the following amended version of Article 7 of the Bylaws: “Article 7 – Shares
Shares shall be recorded in accounts under the terms and conditions provided by applicable legal and regulatory provisions.
Any person, acting alone or jointly, who comes to hold, directly or indirectly through companies it controls within the meaning of Article L.233-3 of the French Commercial Code
Meetings that would be held up until two years following proper notification.
The Company may, at its own expense and at all times as provided by law, request from the central depositary keeping its securities-issue account any information in order to identify holders of the Company’s securities giving immediate or differed voting rights in Shareholders’ Meetings. The Company may also request information about the number of securities held by each of holders and, as the case may be, the restrictions imposed on the securities.”
■ To amend the present provisions of Article 8 of the Bylaws in order to include a clause for processing outstanding shares (clause de traitement des rompus) so as to facilitate the execution of certain transactions (exchange operations, operations of shares regrouping…); the shareholders accordingly approve the following amended version of Article 8 of the Bylaws: “Article 8 – Rights attached to shares
The heirs, assignees, trustees or creditors of any shareholder may not, whatever the reason, request division or partition by auction of the Company’s shares, assets and properties.
Company in any manner whatsoever. In order to exercise their rights, they shall refer to the Company’s inventories and to the decisions of the General Shareholders’ Meetings.
Mr. Henri de Castries to the Board of Directors for four years pursuant to Article 10 of the Bylaws. His term of offi ce will expire at the end of the General Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, having reviewed the Management Board Report and subject to the approval of the fi fteenth resolution hereinbefore relative to the change in the Company’s governance structure, hereby appoint Mr. Norbert Dentressangle to the Board of Directors for four years. Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to his remaining term of offi ce as member of the Supervisory Board and will expire at the end of the General
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, having reviewed the Management Board Report and subject to the approval of the fi fteenth resolution hereinbefore relative to the change in the Company’s governance structure, hereby appoint
Mr. Giuseppe Mussari to the Board of Directors for one year.
Mrs. Dominique Reiniche to the Board of Directors for three years.
Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to her remaining term of offi ce as member of the Supervisory
Board and will expire at the end of the General Shareholders’
Meeting convened in 2013 to approve the fi nancial statements of the preceding fi scal year.
Pursuant to Article 10 of the Bylaws, her term of offi ce will expire at the end of the General Shareholders’ Meeting convened in 2014 to approve the fi nancial statements of the preceding fi scal year.
APPOINTMENT OF MS. WENDY COOPER TO THE BOARD OF DIRECTORS UPON PROPOSAL OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP
■ H ereby appoint Ms. Wendy Cooper to the Board of Directors for two years. Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to her remaining term of offi ce as member of the Supervisory Board and will expire at the end of the General
shall be considered as the sole resolution adopted and the other resolutions would accordingly be deemed rejected by this General Shareholders’ Meeting; and that (ii) if none of the 31st to 36th resolutions receive a number of votes “in favor”
■ H ereby appoint Mr. Paul Geiersbach as member to the Board of Directors for four years. Pursuant to Article 10 of the
superior to the majority of voting rights held by attending or represented shareholders, no candidate nominated by the employee shareholders shall be appointed to the Board of
Board of Directors for four years. Pursuant to Article 10 of the
■ H ereby appoint Mr. Rodney Koch as member to the Board of
APPOINTMENT OF MR. JASON STEINBERG TO THE BOARD OF DIRECTORS UPON PROPOSAL OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP
Bylaws, his term of offi ce will expire at the end of the General
The s hareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings and subject to the approval of the fi fteenth resolution hereinbefore relative to the change in the Company’s governance structure, hereby set the annual amount of directors’ fees to be allocated to the Board of Directors at €1,200,000 until it is otherwise resolved.
Any instruments or documents intended for third parties shall contain the name of the Company, immediately preceded or followed by the words “ société anonyme” or by the initials
“ S.A.” , the amount of the Company’s share capital, the place of incorporation and the registration number of the Company at the
The registered offi ce of the Company is located in Paris (75008) –
Directors and subject to ratifi cation by the shareholders at their very next Ordinary General Meeting. The registered offi ce may also be transferred to any other location as resolved by an
The share capital of the Company amounts to €5,244,020,030.91 and is divided into 2,289,965,079 fully paid up shares.
Board of Directors if it has been authorized to decide so, either in their entirety or for a fraction that may not be less than a quarter of the capital increase’s nominal value. In such case of fractional paying up, the outstanding unpaid amount may be called in one or more times in accordance with applicable laws.
Subscribers and shareholders shall be informed of the installment for the unpaid fraction at least fi fteen days before the date set for such installment, either via legal notice published in a legal journal within the department of the registered offi ce or via individual letter sent by registered mail under the same deadline.
In addition, the Company may take all legal actions to cause the execution and sale of unpaid up shares in due time as provided by law. It may also bring common civil suits against concerned shareholders and their guarantors before, after, or during the sale.
Meeting. A member appointed to replace another shall stay in offi ce only for the remaining term of his/her predecessor.
2. Each member of the Board of Directors must own at least one hundred shares during his/her term of offi ce.
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 3. Members of the Board of Directors shall be appointed for a four-year term of offi ce that may be renewed. The duties of a director terminate at the end of the Ordinary Shareholders’
Meeting convened to approve the Company’s fi nancial statements for the preceding fi scal year and held in the year during which his/her term of offi ce expires. Notwithstanding the above, in order to provide for a staggered renewal of the Board, the members of the fi rst Board of Directors who would have served as members of the Supervisory Board of the Company under its former governance structure until April 29, 2010, and who would have been appointed as directors by the Ordinary Shareholders’ Meeting, would serve as directors for a duration equal to the remaining duration of their term of offi ce as Supervisory Board’s member, i.e. one, two, three or four years.
The other members would have a four-year term of offi ce.
An order of exit shall be determined by random-drawing performed during a Board meeting.
When the number of Board members aged seventy or older exceed one-third of the directors in offi ce, the eldest director is deemed to have resigned automatically unless any member of the Board of Directors aged seventy or older voluntarily resigns within three months.
C - Appointment of an employee shareholder representative to the Board of Directors 1. Subject to legal conditions being met, a member of the
2. The duration of the employee shareholder representative’s term of offi ce is specifi ed in Article 10 A above.
Notwithstanding the foregoing, if the employee shareholder representative ceases to be employed by the Company, a company or an inter-company partnership affi liated with
Commercial Code, the term of offi ce will end and he/she will be deemed to have resigned automatically.
3. Candidates for the employee shareholder representative seat on the Board of Directors shall be nominated according to the procedures set forth below: a) If the voting rights attached to shares held by the employees are exercised on their behalf by the members of the supervisory board of a mutual fund, this board may nominate two candidates at most.
b) If the voting rights attached to shares held by employees, even via a mutual fund, are directly exercised by the employees, the candidates for the seat on the Board of Directors shall be appointed in the conditions described below.
Meeting, formally request that the supervisory boards of the relevant mutual funds nominate one or several candidates.
Meeting, determine the procedures for consulting employee shareholders who directly exercise their voting rights in order to appoint one or several candidates.
The Chairman of the Board of Directors shall determine the terms and conditions for the appointment of authorized representatives of employee shareholders at the Ordinary
and 3.b), minutes of the proceedings, stating the number of votes cast for each candidate, as well as a list of all duly nominated candidates shall be drawn up.
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 7. The member of the Board of Directors representing the employee shareholders shall be appointed by the Ordinary
Shareholders’ Meeting in accordance with the same quorum and majority requirements pertaining to the appointment of any member of the Board of Directors.
Directors, the Board may continue to hold meetings and conduct business as usual.
9. When the report annually submitted by the Board of Directors to the Shareholders’ Meeting pursuant to Article L.225-102 of the French Commercial Code reveals that the percentage of the Company’s share capital held by the employee shareholders has fallen below 3% of the total share capital, the term of offi ce of the employee shareholder representative to the Board of Directors shall terminate at the end of such
General Shareholders’ Meeting. He/she ensures the correct functioning of the Company’s corporate bodies, and in particular the ability of the directors to carry out their duties.
Chairman is compulsory when the same person combines the roles of Chairman of the Board of Directors and Chief
6. The Board of Directors appoints a secretary, possibly outside its membership. The Chairman, the Vice-Chairman and the secretary compose the bureau.
2. The Board of Directors may set up one or more special committees within its own membership. The Board of
The special committees perform their assigned tasks under the supervision of the Board.
4. The Board of Directors may entrust one or several directors or any person chosen outside its membership with special temporary or permanent assignments it determines.
5. The Board of Directors defi nes its own Rules of Procedure.
Article 13 – Convening of the Board of Directors 1. The Board of Directors shall meet as often as the interests of the Company so require, upon notice of its Chairman, at the registered offi ce or any other location. Members of the Board of Directors are convened by all available means, including orally.
In the event of temporary incapacity or death of the Chairman, the Vice-Chairman may convene the Board of Directors.
2. The Vice-Chairman, the Chief Executive Offi cer or at least one-third of the directors may request the Chairman to convene the Board on a specifi c agenda.
Article 14 – Meetings of the Board of Directors 1. The decisions of the Board of Directors shall be valid only if at least one-half of its members are attending or deemed attending the meeting.
In all cases, decisions shall be adopted by a majority vote of the attending or represented members. If the votes equal, the chairman of the meeting will have a casting vote.
3. A member of the Board of Directors may appoint, in writing, another member of the Board as proxy for a meeting of the
The provisions of the above two paragraphs also apply to permanent representatives of legal entities.
5. Members of the Board of Directors, as well as any person attending the meetings of the Board, are bound to confi dentiality with respect to discussions held during
Board meetings as well as to information that is confi dential or presented as such by the Chairman of the Board of
Article 15 – Compensation of members of the Board of Directors 1. Members of the Board of Directors shall receive a fi xed annual compensation which global amount is determined by the Ordinary Shareholders’ Meeting and remains effective until otherwise provided. The Board of Directors determines the allocation of directors’ fees among its members.
1. Upon proposal of the Chairman, the Board of Directors may appoint, for a period it deems appropriate, non-voting members (censeurs) up to a maximum of four individuals or permanent representatives of legal entities. The non-voting members may be selected among or outside the shareholders.
2. The Board of Directors determines their role as well as the terms and conditions of their compensation.
Board of Directors. They may issue opinions that are communicated to the Board of Directors.
Chairman and Chief Executive Offi cer, it shall appoint a Chief
Article 18 – Chief Executive Offi cer 1. Notwithstanding the term of offi ce for which the Chief
Executive Offi cer is appointed, his/her functions shall terminate at the latest at the end of the Ordinary
2. The Chief Executive Offi cer may be dismissed at any time by the Board of Directors. In the case the Chief Executive
Offi cer does not assume the role of Chairman of the Board,
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 dismissal without cause may give rise to compensatory damages.
Article 19 – Deputy Chief Executive Offi cers 1. The Board of Directors may, upon proposal of the Chief
Executive Offi cer, whether such role is held by the Chairman of the Board of Directors or by another individual, appoint one or several individuals to assist the Chief Executive
Offi cer for a duration set by the Board. These individuals are called Deputy Chief Executive Offi cers.
Unless the Board of Directors otherwise decides, in the event of temporary incapacity or death of the Chief Executive
The same procedure shall stands for agreements in which one of the persons mentioned in the preceding paragraph has an indirect interest, as well as agreements entered into between the
General Shareholders’ Meetings according to the terms and conditions provided for by law.
Shareholders may vote by mail in accordance with applicable legal and regulatory provisions. In particular, any shareholder may give proxy and mail voting forms prior to meetings of shareholders either in paper or in electronic form, subject to approval by the
Each member of the Shareholders’ Meeting has as many voting rights as the number of shares he/she holds or represents.
Minutes of the meetings are drawn-up and true copies are certifi ed and delivered as required by law.
The fi scal year is a twelve-month period starting January 1 and ending December 31.
The Board of Directors provides for the consolidated fi nancial statement of the Group.
Shareholders may decide to withhold from this income any amount they deem appropriate for allocation to optional, ordinary or extraordinary reserves, or to carry them forward as retained earnings.
The outstanding balance shall be distributed as dividend among the Company’s shares in proportion to their fully paid up and unamortized nominal value.
The Board of Directors determines when, where and how dividends are to be paid.
The Shareholders’ Meeting convened to approve the Company’s fi nancial statements for a fi scal year has the power to give the shareholders an alternative between payment in cash or in shares for all or part of the dividend distribution.
The Board of Directors shall submit the consolidated fi nancial statements to the approval of the Shareholders’ Meeting at the same time it submits the Company fi nancial statements and its report. The Shareholders’ Meeting shall deliberate on and resolve all issues relating to the consolidated fi nancial statements for the previous fi scal year ended.
Number of AXA shares held as of December 31, 2009: 1,487,681
Commerciales (HEC) and obtained a law degree before completing preparatory studies at the École Nationale d’Administration (ENA).
Vice-President for the Group’s a sset m anagement, fi nancial and r eal-estate businesses in 1993. In 1997, Mr. de Castries was appointed Chairman of The Equitable Companies Incorporated
(now AXA Financial, Inc.). Mr. de Castries has been Chairman of the AXA Management Board since May 2000.
Number of AXA shares held as of December 31, 2009: 666,086
Colbert, in charge of operations. In 1995, Mr. Denis Duverne joined the AXA Group and assumed responsibility for supervision of AXA’s operations in the US and the UK and managed the reorganization of AXA companies in Belgium and the United
Kingdom. Since February 2003, Mr. Denis Duverne has been a member of the AXA Management Board. From February 2003 until December 2009, Mr. Duverne was the Management Board member in charge of Finance, Control and Strategy. Since
Director or member of the Management Committee: ■ AXA France IARD
BOURBON’s strategy on making it a world leader in offshore oil and marine services. Mr. Jacques de Chateauvieux has been a member of the AXA Supervisory Board since 2005 and became
Mr. Jean-Martin Folz is a graduate of the École Polytechnique and ingénieur des Mines. Between 1975 and 1978, he has held various
French government cabinet positions with his last position being head of cabinet of the Secretary of State for Industry. In 1978, he joined Rhône-Poulenc to run the Saint-Fons plant, and was then promoted to Senior Executive Vice-President of Rhône-Poulenc for the Specialty Chemicals business unit. In 1984, he became
Mr. Anthony Hamilton is a graduate of Oxford University. His early career was spent in London and New York working for the investment banks Schroders, Morgan Grenfell, and Wainwright.
School (EFB) and since 1998, he is Honorary Professor at the Law and Political Sciences School of Lima (Peru). In 1996, he became an Expert at the Council of Europe and fulfi lled various missions in Eastern Europe countries regarding the reform of the Code of the Judicial Organization, the reform of the magistrates’ and lawyers’ training and the revision of the Code of Civil Procedure.
Since 1987, Mr. François Martineau has been a Partner of the law fi rm SCP Lussan & Associés, and Managing Partner since 1995.
Section of the Court of Sienna and then in 2000 Chairman of the Criminal Section of the Court of Sienna. In July 2001, he was appointed Chairman of the Monte dei Paschi di Sienna
Investment Management. Mr. de Oliveira was also a member of the fi rm’s Management Committee since its inception in 1995. Upon the merger with Chase Manhattan Bank in 2001,
Mr. de Oliveira was an Adjunct Professor of Finance at Columbia
Mr. Michel Pébereau is a graduate of the École Polytechnique and the École Nationale d’Administration (ENA). In 1967, he started his career as auditor at the Treasury (inspecteur des finances). He then held various management positions at the direction du Trésor and at the “Cabinets” of two Ministers
Chief Executive Offi cer of BNP and after the merger with Paribas in 2000, Chairman and Chief Executive Offi cer of BNP Paribas.
“Compte-clé” Manager. In 1998, she was appointed Chairman and Chief Executive Offi cer of Coca-Cola Entreprise and
Professor of the Political Sciences at the University of Princeton – IBM Chair (United States)
Number of AXA shares held on March 15 , 2010 : 6 ,209
Mr. Ezra Suleiman is a graduate of Harvard University and of
Columbia University. In 1973, he started his career as a Professor at the University of California, Los Angeles. Since September 1979,
Mr. Suleiman has been a Professor of Political Sciences at Princeton
CEO of Lyonnaise des Eaux, head of Water Development in Europe
(ENS-Ulm) and member of the Corps des Mines. From 1997 to 1999, she was in charge of budget of Telecommunication and
Defense at the French Ministry of Economy. From 1999 to 2002, she was Advisor on Industrial Affairs of the French Prime Minister
Offi ce. In 2002, she joined the Suez Group. She then held various positions: from 2002 to 2005, at Strategy & Development; from 2005 to 2007, director of Performance and Organisation; from 2007 to 2008, Deputy CEO of Lyonnaise des Eaux.
Mrs. Suet-Fern Lee graduated with a double fi rst in law from
Singapore Bar in 1982. She is President-Elect of the Inter-Pacifi c
Bar Association (IPBA) and has been a council member of the
APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS, UPON THE RECOMMENDATION OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP
Number of AXA shares and/or AXA ADR held on December 31, 2009: 16,325
Vice-President & Associate General Counsel of AXA Equitable in charge of the Government Relations function, representing
U.S. Congress, state legislatures, state insurance departments, state and national trade associations and other external audiences. In April 2008, Ms. Wendy Cooper was elected the employee shareholder member of the AXA Supervisory Board.
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held as of December 31, 2009: 1,629
In 2002, he joined AGF Asset Management as a Credit Analyst.
In 2004, he joined the AXA Group as a Senior Analyst and Sector
Number of AXA shares and/or AXA ADR held on December 31, 2009: 14,863
(LOMA). He joined the AXA Group in 1982. In 1998, he was
United States. I n 2002, he was Divisional Chief Operating Offi cer for the Northwest division. Since 2004, he has been Senior
Head of Business Strategy and Finance, Investment Solutions – AXA Investment Managers (France)
Number of AXA shares and/or AXA ADR held on December 31, 2009: 10,437
(M.B.A.). He also completed various professional certifi cation examinations: Certifi ed Public Accountant Exam (passed but not licensed), CLU (Chartered Life Underwriter) and ChFC (Chartered
In 2005, he was a Lead Developer on the WebStation and AXA
Partners Siebel systems. In 2007, he joined the Help Desk Triage
Team. Since 2008, Mr. Rodney Koch has been Project Manager for “Life 2012 AWD, Life 2012 xPression, 403(b) Compliance and iPipeline Projects” of AXA Equitable (United States).
Number of AXA shares and/or AXA ADR held on December 31, 2009: 4,618
Equitable (United States). From 2006 to 2009, he was Certifi ed
As a result, AXA’s salaried workforce footprint in 2009 was: 60%
in Europe (vs. 59% in 2008), 25% in Asia-Pacifi c (vs. 27%), 13%
(35 years in APAC and in Africa). In response to AXA intensifying its effort in favour of increased diversity, the proportion of female managers (incl. executives) rose to 34% this year (vs. 30% in 2008).
Despite the downturn, the AXA Group maintained a fairly high number of recruitments with 25,500 new hires, of which 16,000 were sales employees. However, the number of new recruits decreased by 32% over 2008.
com) was renewed for an indefi nite term starting December 1, 2009. This renewal takes into account the European Directive n° 2009/38 dated May 6, 2009. The initial agreement was concluded before the European directive on works councils became mandatory. In this way, staff rights to be consulted and informed were freely agreed on by management and employee representatives before the directive’s compulsory provisions actually came into effect. 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 Board.
Organization’s standards, as well as AXA’s own set of core values and commitments.
In addition to the EWC’s work, numerous collective bargaining agreements are signed. For example, in France, 14 collective agreements have been signed throughout 2009.
The aforementioned Group EWC agreement provides a certain number of commitments to employees in the event of major organizational changes with impacts on jobs. AXA has developed the following principles with a view to guiding its various European business units in their local management: ■ W hen organizational changes affect jobs, AXA pledges to supply relevant information and, as appropriate in light of local cultures and rules, to consult with employees and their representatives; ■ I n connection with this information-gathering and consultative process, the data and information provided by AXA will include possible alternative solutions if relevant; ■ F actoring in the interests of its employees, clients and shareholders, AXA undertakes to maximize any opportunities for internal and external redeployments, when applicable, for all AXA employees affected by possible employment issues; ■ AXA will do its utmost to prevent compulsory redundancies and other collective transfers, by pursuing other approaches whenever possible. More specifi cally, AXA endeavors to: 1) Seize the opportunities offered by natural headcount attrition to facilitate employment issues; 2) Make every effort to help employees analyze their skills and career paths and offer them training and reassignment opportunities; 3) Give priority to voluntary departures and redeployments instead of redundancies and other forms of collective transfers; and 4) Deal with decisions of international transfer of business (for example in the case of offshoring) applying the principles of social dialogue explained in this text to the European countries involved; ■ W hen geographic mobility is necessary, it must be offered as a matter of priority to employees who volunteer to move, with this process managed with a view to enabling their integration into a new environment under the best possible conditions; ■ AXA pledges to recognize staff representatives and uphold their freedoms, rights and functions, in line with national legislation and, where relevant, agreements in force in local business units; ■ A ware that training represents a major investment both for the
Group and for its employees, AXA is committed to developing a continuous learning culture; ■ AXA will not discriminate against its staff on the basis of their gender, race, color, ethnic origin, genetic makeup, disabilities, sexual orientation, language, religion, personal convictions, union membership or political opinions.
AXA’s local entities have developed various programs to improve their employees’ work-life balance and wellbeing. For example, AXA Germany launched several childcare measures and introduced «parent-offi 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-week-program for employee children during the summer holidays, etc. In Switzerland, AXA employees benefi t from
(e.g. advice and information on family life and parenting), while the “Elder Care” specialists help fi nd adequate solutions when it comes to looking after and treating family members who are old, ill, or disabled.
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.
With 6,8 billion euros, AXA’s total compensation decreased by 2,2% when compared with 2008. Employer social contributions rose by 9,8% vs. 2008 (12,302 euros per employee on an average). This was due to the payment of severance packages, increase in pension expenses and the variation of some currency exchange rates against the Euro. The proportion of capital owned by AXA’s employees remains stable.
In addition, detailed information concerning individual compensation of the Management Board members is provided for in Part 2, Section 2.2 of this Annual Report.
Diversity and Inclusiveness at AXA means acknowledging and respecting individual differences, recognizing and appreciating multiple backgrounds, cultures and perspectives and building on the unique contribution and merit of each and every one of its employees, regardless of physical attributes or group identity.
AXA’s local entities have developed numerous diversity-related initiatives. For several years now, AXA France has been a recognised leader in the area of equal opportunities through the promotion of a number of initiatives such as: the “Plan Espoir
France also published an internal Guide on the issue, and has a dedicated budget – 1.25 million euros over 3 years – to address gender-based pay gaps. AXA Sigorta (Turkey) signed the declaration of women in management initiative of KalDer
(an independent organisation aiming to enhance awareness of management quality) in March 2009. At AXA Sigorta, the
AXA Equitable (USA) created the Offi ce of Diversity and Inclusion to emphasize and build upon their commitment to creating a workplace that is diverse, inclusive and unique. Many events are hosted by the organization during the year to highlight diverse cultures.
Handicap” enables 780 employees to benefi t from adapted working schedules, transportation and real estate services.
With less than 2% of the total absence days, the proportion of work-related accidents has been stable over the past years
(Switzerland) offers a wide range of activities on all aspects of physical and mental wellbeing. Presence management is also being introduced: the idea is to identify warning signs of health issues at an early stage and to take suitable measures. Training sessions for all line managers on the topics of prevention, early warning, and reintegration into the workplace are underway. A
health platform shows video clips of exercises to be performed regularly during short break that can help prevent and counteract painful muscle tension. Health m anagement also offers regular two-hour workshops in AXA Winterthur on topics such as staying healthy and fi t while working at the PC, as well as on training for the eyes. AXA Germany introduced an extensive healthmanagement approach, offering several prevention measures to protect the health of its employees. For example, the medical service launched campaigns for the early detection of glaucoma and skin cancer, offered free fl u-vaccinations, etc. These new activities complement the broad range of services and advice already existing for employees (addiction counseling, mobbing advice, fi rst-aid training courses, etc).
AXA’s employees are given the opportunity to acquire new skills, or develop existing ones, paving the way for their personal development.
To the extent that the Company’s activities are decentralized and its staff is 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 active enabler of economic growth and social development through the support of 80 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.
of disciplines that touch on the risks, challenges and major transformations that affect our rapidly changing world. The
Fund will award 100 million euros over fi ve years to fi nance innovative research; ■ P reserving cultural heritage. AXA’s actions support the preservation and transmission of our cultural heritage. In 2009,
AXA subsidiaries, is available on www.axa.com; In addition, several AXA entities have designed and launched micro insurance products that effectively and directly contribute to fi ght against social exclusion, by enabling vulnerable segments of the population to access insurance services. Such offers have been launched in France, for microentrepreneurs, as early as 2007, and more recently (2009)
Organization’s Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development and the United Nations Convention against Corruption.
Furthermore, these commitments include various principles relating to collective labor standards. In this way, the Group’s employment policy covers several aspects, such as equal opportunities and freedom of association.
Ethics Guide refers to the UN Global Compact in its founding principles. Both the Compliance Guide and UN Global Compact adhesion are applicable to every AXA entity.
Net job creation during the year (external recruitments + fi xed-term to open-ended – departures) 4,125 (a) -153% -2,184
Being aware of the environmental issues at stake, AXA has thus defi ned certain targets applicable to its operating entities with respect to internal environmental management and Sustainable
For the 2007-2009 period, AXA’s fi rst reduction targets were set on energy, CO
, with water consumption only slightly decreasing. Paper consumption targets for 2007-2009 cannot be assessed, as AXA changed its method of data collection on paper consumption in 2009. The new method of data collection allows for a better integration of paper consumption related to business operations (marketing materials, sales brochures and customer invoicing, etc.) and is therefore no longer comparable with the previous data collection method.
In addition to these core objectives, AXA aims at improving electronic waste management, in particular by implementing the
Waste Electronic and Electrical Equipment (WEEE) Directive in all AXA sites worldwide. This directive is of particular relevance to AXA Technology Services, the Group’s business unit handling
Corporate Responsibility team trained in priority the new users to the environmental reporting process, but also existing users that required a “refresher” course. The environmental reporting training took place through a web-conferencing system, face to face meetings and an e-learning module available both in French and in English.
AXA Group developed an internal reporting tool that centralizes the collection, consolidation and analysis of local environmental data. In 2008, work was done to signifi cantly enlarge the scope of the environmental reporting (+29% of Full-Time Equivalent
In 2009, the fourth annual transport survey, used to help estimating the amount of CO
(Environmental Protocol, reporting tool, organization), as well as the data and collection processes of four signifi cant European countries. The auditors’ statement of assurance is included in the
In addition, the AXA Group’s social, community, environmental and governance performance are evaluated by many players, from investors to corporate social responsibility (CSR) rating agencies specializing in the socially responsible investment (SRI)
These reduction trends demonstrate the development of local measures to reduce the Group’s energy and carbon footprint.
system for central heating, while in the summertime the central ventilation is cooling the offi ce areas. AXA Business Services
remained stable compared to 2007 at about 1 T eq. CO
emissions (from business trips) reduction target for 2008-2009. A brochure on environmentally friendly business travel was published, with tips on using transport and telecommunication services. The entity has ten video conference rooms and an “AXA Presence” room
PPP Healthcare in the UK has introduced electric delivery vans to distribute internal mail. AXA France set a maximum threshold of 200gr CO
/km for all the order of its vehicles and offers the possibility to order a Toyota Prius (hybrid vehicle). The emission threshold for commercial vehicles at AXA France was set at 140 g de CO
/km. AXA Canada adopted a similar approach to its executives’ vehicle fl eet and monitors related fuel savings. AXA
Luxembourg has also put in place maximum thresholds for its vehicle fl eet CO
emissions. Both AXA France and AXA Germany launched car-sharing websites open to all employees, which helps to reduce the carbon footprint of employee commuting.
habit” scheme. The AXA Group headquarters, in agreement with local employee representatives, inserted criteria related to local carbon emissions reductions in the calculation of its profi t sharing agreement. The carbon footprint criterion represents 10% of this profi t sharing agreement.
AXA France’s profi t sharing agreement, concluded with local employee representatives, now includes paper consumption and paper recycling targets (representing 5% of the agreement’s related bonus).
As mentioned above, AXA does not seek to monitor waste volumes but its IT business unit AXA Technology Services, for which electronic waste is of particular relevance, ensures compliance with the Waste Electronic and Electrical Equipment
(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
Property & Casualty insurance and asset management. For example, AXA subsidiaries offer limited mileage Motor insurance policies to encourage customers to reduce their vehicle use and, therefore, their CO
emissions, or reduced premiums for low emissions vehicles. Certain affi liates offer special home insurance policies for environmentally-conscious homeowners, favor environmentally-friendly products when replacing insured appliances, actively advise “green” entrepreneurs and SMEs about environmental risks, or promote the development of renewable energies via adapted policies covering the equipment and the revenues derived from electric energy sales, etc. AXA
The AXA Group and local entities signed or joined the following initiatives in the area of environmental protection (and/or CR more generally), including the “Kyoto Statement” (Geneva Association: AXA Group 2009), “Caring for Climate” (WBCSD / UNEP FI /
Number of employees on site, Full-Time Equivalent (FTEs) FTE 103,317 121,990 121,108
Percentage of paper recycled and/or garanteeing sustainable management % 38 49 31
(d) Home/workplace commute estimations are based on an annual online transportation survey, issued to every AXA salaried employee. This data has been collected from 21,955 FTEs. Sites whose response rate was below 5% have been excluded from the data consolidation process.
emissions estimation: as in 2007 and 2008, emissions factors specifi c to each country have been used for electricity, train, air and road travel. These factors are based on standards established by ADEME (Agence de l’Environnement et de la Maîtrise de l’Énergie – France) and the Greenhouse Gas Protocol.
(g) This data has been collected from 89,173 FTEs. Many sites in Asia and America are not equipped with water meters, which prevents their accurate measurement.
This Document de Référence includes all the compulsory matters required to be covered in the Management Board’s Report of AXA
You will fi nd below the references to the extracts of the Document de Référence corresponding to the parts of the Management
1. Business and trends / Earnings / Financial position and key performance indicators 41 to 99 and 437 to 459 2. Use of fi nancial instruments by the Company when relevant for assessing its assets and liabilities, fi nancial position, and profi ts and losses 3. Description of major risk factors and uncertainties 33 to 40 and 178 to 210 4. Acquisition of signifi cant equity interests in companies headquartered in France 439 5. Events subsequent to fi scal year end / Outlook 49; 90; 99; 403 6. Dividend distributions over the last three years 7 7. Information on market and liquidity risks (interest rate, exchange rate and stock price fl uctuation risk) 94 to 99; 178 to 210 8. Purchase and sale of the Company’s own shares 162 to 163 9. Executive compensation 121 to 160 10. Transactions involving Company stock completed in 2009 by corporate offi cers 156 to 157 11. Directorships and positions held by corporate offi cers of the Company 105 to 111 and 115 to 117 12. Relevant provisions in the event of a public takeover bid on the Company 415 13. Capital ownership 164 to 167 14. Employee shareholders 160 and 168 15. Adjustment of the rights of holders of securities with a claim on the capital of the Company 168 and 436 16. Social and environmental information 533 to 544 17. Research and development activities n/a 18. Terms of payment 439
INFORMATION ITEMS – ANNEX 1 OF THE COMMISSION REGULATION N° 809/2004
3. Selected fi nancial information 4 to 7 4. Risk factors 33 to 40 and 178 to 210 5. Information about the issuer 5.1 History and development of the issuer 8 to 9 6. Business overview 15 to 32 and 41 to 44 7. Organizational structure 7.1. Brief description of the Group 9 to 12 7.2. List of signifi cant subsidiaries 240 to 246 8. Property, plants and equipment n/a 9. Operating and fi nancial review 10. Capital resources 10.1. Capital resources 94 to 99 and 302 to 307 10.2. Sources and amounts of cash fl ows 10.3. Borrowing requirements and funding structure 94 to 99 and 327 to 333 10.4. Restrictions on the use of capital resources 94 to 99 10.5. Anticipated sources of funds needed 94 to 99 11. R&D, patents and licenses n/a 13. Profi ts forecasts or estimates n/a 14. Administrative, Management, and Supervisory bodies and senior management 14.1. Information on members of the Administrative, Management or Supervisory bodies 102 to 119 14.2. Administrative, Management and Supervisory bodies’ confl icts of interests 118 and 153 15. Remuneration and benefi ts 15.1. Amount of remuneration paid 121 to 160 15.2. Amounts set aside or accrued to provide pension, retirement or similar benefi ts 158 to 159
Compensation paid to Statutory Auditors in 2009 and 2008 (art. 222-8) 400
Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of Article L. 451-1-2 of the French Monetary and
Document de Référence corresponding to the various parts of the Annual Financial Report.