ORDINARY RESOLUTIONS First resolution Approval of the Company’s financial statements for 2008 – parent only The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general meetings, and having reviewed the Management Board Reports, the Supervisory Board Report relative to the Management Board Report and the financial statements for the year ended December 31, 2008, and the Statutory Auditors’ Report on the financial statements, hereby approve the financial statements of AXA (the “Company”) for the year ended December 31, 2008 as presented, together with the transactions reflected therein or referred to in the aforementioned reports.
The Shareholders further resolve that the dividend of €0.40 for each of the 2,089,158,169 ordinary shares earning dividends as from January 1st, 2008, shall be made available for payment on May 12, 2009.
Pursuant to paragraph 2° of Article 158.3 of the French general Tax Code (Code Général des Impôts), all natural persons deemed to be French resident for tax purposes are eligible for a 40% tax relief on the dividend, that is €0.16 per share, provided that the option for a flat deduction at source provided under Article 117 quater of the French general Tax Code has not been exercised in relation to these dividends or other earnings received during the same fiscal year.
Save the dividend referred to hereinbefore, no other earnings, whether or not eligible to the above-mentioned 40% tax relief, are distributed pursuant to this general Meeting.
Sixth resolution Re-appointment of Mr. Anthony Hamilton to the Supervisory Board The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general meetings and pursuant to Article 10 of the Company’s Bylaws, hereby re-appoint Mr. Anthony hamilton to the Supervisory Board for a term of four years expiring at the close of the general Meeting of Shareholders called in 2013 to approve the financial statements of the preceding fiscal year.
Seventh resolution Re-appointment of Mr. Michel Pébereau to the Supervisory Board The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general meetings and pursuant to Article 10 of the Company’s Bylaws, hereby re-appoint Mr. Michel Pébereau to the Supervisory Board for a term of four years expiring at the close of the general Meeting of Shareholders called in 2013 to approve the financial statements of the preceding fiscal year.
3) Resolve that the maximum purchase price per share shall not exceed €30 (or the equivalent of this amount on the same date in any other currency). however, in the event of transactions concerning the Company’s share capital, in particular a modification of the ordinary share’s nominal value, a capital increase via capitalization of reserves followed by the issuance and the free allotment of shares, a stock split or a re-bundling 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 value of the share. For reference purpose only, pursuant to Article R.225-151 of the French Commercial Code, as at February 12, 2009, 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 €6,267,474,480, corresponding to 208.915.816 ordinary shares acquired at the maximal unit price of€30 determined hereinbefore and on the basis of the share capital as at January 21, 2009.
The Shareholders hence grant full authority to the Management Board, including the option to sub-delegate authority under the provisions of the law, to (i) resolve and implement this authorization, (ii) specify, if need be, its terms and conditions in accordance with the applicable laws and this resolution, and, in particular (iii) execute all share trading orders, conclude agreements including with the purpose of complying record-keeping requirements on buy and sell transactions, file all required disclosures with the AMF or any other such organizations, comply with all formal, legal and other requirements and, as a general matter, take all necessary or appropriate measures in connection therewith.
This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 22, 2008, under the fifteenth resolution. It is granted for a period of 18 months, starting from the date of this Meeting.
EXTRAORDINARY RESOLUTIONS Eleventh resolution Delegation of authority to the Management Board in order to increase the share capital by means of capitalization of reserves, earnings or premiums The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general meetings, and having reviewed the Management Board Report, pursuant to the provisions of Articles L.225-129-2 and L.225-130 of the French Commercial Code, 1) hereby authorize the Management Board to resolve one or several capital increases, in such amounts and at such time as it shall choose, by means of capitalization of reserves, earnings or premiums, to be achieved by increasing the nominal value of existing shares and/or allotting new shares free of charge. The foregoing is subject to (i) the implementation by the Management
Board of any of the delegations of authority set forth in the twenty-third to twenty-fifth resolutions submitted to this general Meeting, and (ii) the approval the twenty-sixth resolution below relative to the amendment of the Bylaws appearing in Appendix, the owners of preferred shares will not have any rights in the capital increases carried out by virtue of this resolution, except if these capital increases would be carried out by capitalization of reserves, earnings or premiums. In this latter case and within the terms and conditions defined when the capital increase was decided, the owners of preferred shares will either benefit from (i) an increase of their preferred shares’ nominal value in the same proportion as the ordinary shares’ or from (ii) a free allotment of preferred shares of the same category of the preferred shares that have entitle to the free allotment.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion, representing, for reference purpose only, approximately 20.9% of the Company’s share capital as at January 21, 2009. The upper limit of this authorization is separate and distinct from the upper limits applying to the issues of ordinary shares, securities granting a claim on the capital or preferred shares authorized by the subsequent resolutions submitted to this Meeting. 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 or applicable contractual terms providing for other cases of adjustment, shall be added to this upper limit.
2) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, in particular to: • determine amount and type of the sums to be capitalized; • determine the number of new ordinary or preferred shares to be issued and/or the amount of which the nominal value of the existing shares comprising the Company’s share capital will be increased; • set the date – even retroactive – as from which the new shares will earn dividend or as from which the increase of the existing shares’ nominal value will be effective; • resolve that, in the event the capital increase takes the form of an allotment of shares free of charge, and in accordance with the provisions of Article L.225-130 of the French Commercial Code, the odd lot of the allotment rights shall not be negotiable nor assignable, and that the corresponding shares shall be sold, with the proceeds of such sale being distributed among the owners of the allotment rights within the timeframe set forth in the applicable regulations; • take all necessary measures in order to safeguard the rights of owners of securities giving a claim to shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • charge the expenses related to the corresponding capital increase to one or several available reserve accounts, and if it deems appropriate, to deduct the required sums in order to bring the legal reserve to one-tenth of new share capital resulting from each increase; • and, in general, to take all measures and comply with all formal, legal, and other requirements in furtherance of each capital increase, and amend the Bylaws accordingly.
Twelfth resolution 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 The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, having reviewed the Management Board Report and the Statutory Auditors’ Special Report, and having noted that the Company’s share capital is fully paid up, pursuant to the provisions of Articles L.225-129-2, L.228-92 and L.228-93 of the French Commercial Code, 1) hereby authorize the Management Board to resolve one or several capital increases, in France or abroad, by issuing ordinary shares of the Company and/or securities giving an immediate and/or deferred claim, by any means, on existing or future ordinary shares of the Company, or a company in which it directly or indirectly owns more than half of the capital (a “Subsidiary”), with preferential subscription rights maintained.
The total nominal amount of the capital increases that may be carried out by virtue of this delegation shall not exceed €2 billion representing, for reference purpose only, approximately 41.80% of the Company’s share capital as at January 21, 2009, provided that the nominal amount of capital increases that may be carried out by virtue of this resolution and the thirteenth to eighteenth resolutions will be deducted from this upper limit. The nominal value of additional shares to be issued in order to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that can be issued by virtue of this resolution, as required by the law or applicable contractual terms providing for other cases of adjustment, shall be added to this upper limit.
The nominal amount of the debt instruments accordingly issued shall not exceed €6 billion, or the equivalent amount in another currency or any other monetary unit established by reference to several currencies, determined on the date on which the decision to issue is made. This upper limit is common to all debt instruments issued by virtue of this resolution and the thirteenth to seventeenth resolutions hereinafter; it is independent from the amount of securities giving the right to an allotment
3) Duly note that the Shareholders have preferential subscription rights to ordinary shares and securities to be issued by virtue of this resolution, pro rata the number of shares they own. The Management Board shall set the conditions and restrictions under which the Shareholders may exercise their preferential subscription rights on the basis of their exact rights, as provided by law. Furthermore, the Management Board may grant Shareholders the right to subscribe an additional number of shares to which they are entitled as of right, anyhow to be exercised pro rata their subscription rights and limited to the number of shares requested.
If the issues of shares or securities above defined are undersubscribed by the Shareholders, the Management Board may implement any or all of the options, in the order it considers appropriate, granted to it by Article L.225-134 of the French Commercial Code, in particular, by offering all or a portion of the unsubscribed securities to the public.
4) Duly note that this resolution entails the express waiver by the Shareholders of their preferential subscription rights on the ordinary shares of the Company which may be granted with respect to the securities that would be issued by virtue of this delegation.
5) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, in particular to: • determine the category of the securities issued and determine, taking into account the indications set forth in its report, (i) their subscription price, with or without payment of a premium, (ii) the methods of paying up the securities issued, (iii) the date – even retroactive – as of which they shall earn dividends, (iv) the conditions under which the securities shall give a claim to ordinary shares of the Company or a Subsidiary, if applicable, (v) the terms and conditions of the freely allotted securities giving a claim to shares of the Company, (vi) the conditions of their repurchase on the Stock exchange and their possible cancellation, as well as the option to suspend the exercise of the rights to be granted ordinary shares in respect to the securities to be issued; • determine all the characteristics, amounts and terms of every issue and of all securities issued. The Management Board shall also determine, in the event the securities issued may consist in debt instruments or be combined with debt instruments, whether or not they shall have a term date, and the amount of their remuneration; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • charge on the share premium(s), if need be, all expenses related to the completion of the issue, as well as all sums required in order to bring the legal reserve to one-tenth of the share capital; and, in general, take all necessary measures; • conclude all agreements, especially in order to ensure the furtherance of all issues, to complete – or, if applicable, to postpone – the aforementioned issues, in one or more offerings and in such amounts and at such time as it shall decide, in France and/or, if applicable, abroad and/or on the international market; • acknowledge the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly. Furthermore, the Management Board shall comply with all formal, legal and other requirements, file all required disclosures, and request all authorizations that prove to be necessary to complete these issues.
Company and/or securities giving an immediate and/or deferred claim, by any means, on existing or future ordinary shares of the Company, or a company in which it directly or indirectly owns more than half of the capital (a “Subsidiary”), without preferential subscription rights. These issues may be carried out in one or more offerings, in France or abroad, in connection with a public offer and/or an offer such as referred to in paragraph II of Article L.411-2 of the French Monetary and Financial Code, subject to the legal and regulatory conditions and maximum limits.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed 20% of the share capital as at the date of this general Meeting and must also be within the limit of €1 billion (nominal amount), provided that the total nominal amount of capital increases that may be carried out by virtue of this resolution, the twelfth resolution and the fourteenth to eighteenth resolutions shall not exceed €2 billion (nominal amount). The nominal value of additional shares to be issued in order to safeguard the rights of owners of securities or other rights giving a claim on the Company’s share capital, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
2) Resolve that the securities giving a claim on the share capital of the Company, or a Subsidiary, issued by virtue of this resolution may, in particular, consist in debt instruments, be combined with the issue of such debt instruments, or consist in instruments enabling the issue of such debt instruments.
The nominal amount of the debt instruments that may be issued by virtue of this delegation shall not exceed €6 billion, or the equivalent amount in another currency or any other monetary unit established by reference to several currencies, determined on the date on which the decision to issue is made. This amount shall be deducted from the upper limit set forth in paragraph 2) of the twelfth resolution. These debt instruments shall have the same forms and characteristics as those referred to in the twelfth resolution, and, in general, shall be subject to all the relevant provisions referred to in the twelfth resolution.
4) Resolve that the Management Board may grant Shareholders a priority right to subscribe shares as of right and/or on the basis of their exact rights, within the timeframe and under the conditions it will determine, for part or all of the issue carried out by virtue of this resolution, and which shall be exercised pro rata the number of shares owned by each Shareholder, in accordance with applicable laws and regulations.
5) Resolve that in the event the above-defined issues of shares or securities are undersubscribed, the Management Board may implement, in the order it considers appropriate, one and/or several of the following options: • limit the capital increase to the amount of subscriptions, provided that such amount is at least equal to the three quarters of the increase resolved; • freely allocate some or all of the unsubscribed securities; • offering all or a portion of the unsubscribed securities to the public.
6) Resolve that the issue price of ordinary shares or securities to be issued by virtue of this resolution shall be at least equal to the minimum set forth by the laws and regulations in force.
7) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, in particular to: • determine the nature and the condition for the placement of the ordinary shares and/or the securities with a claim on the capital that may be issued by virtue of this resolution; • determine the characteristics, amount and terms of any issue and of the securities issued, in particular, the category of the securities issued and determine, taking into account the indications set forth in its report (i) their subscription price, with or without payment of a premium, (ii) the methods of paying up the securities issued, (iii) the date – even retroactive – as of which they shall earn dividends, (iv) the conditions under which the securities issued by virtue of this resolution shall give a claim to ordinary shares of the Company or a Subsidiary, if applicable, (v) the conditions of their repurchase on the Stock exchange and their possible cancellation, as well as the option to suspend the exercise of the rights to acquire ordinary shares on the basis of the securities to be issued; • determine the characteristics, amount and terms of any issue and the securities issued, and in the event the securities issued would consist in or would be combined with debt instruments, determine their term date, if any, and their remuneration; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to the shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • charge on the share premium(s), if need be, all expenses related to the completion of the issue and the capital increase, as well as all sums required in order to bring the legal reserve to one-tenth of the share capital; and, in general, take all necessary measures; • conclude all agreements, especially in order to ensure the furtherance of all issues, to complete – or, if applicable, to postpone – the aforementioned issues, in one or more offerings and in such amounts and at such time as it shall decide, in France and/or abroad and/or on the international market; • acknowledge the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly. Furthermore, the Management Board shall comply with all formal, legal and other requirements, file all required disclosures, and request all authorizations that prove to be necessary to complete these issues.
This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders at their Meeting of May 14, 2007, under the sixteenth resolution. It is granted for a period of 26 months, starting from the date of this Meeting.
Fourteenth resolution 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 defined by the Shareholders and up to a maximum of 10% of the share capital The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Article L.225136 of the French Commercial Code, hereby authorize the Management Board, in the event of an issue of ordinary shares and/or securities giving an immediate and/or deferred claim, by any means, immediately or in the future, to the capital of the Company or of a company in which it directly or indirectly owns more than half of the capital (a “Subsidiary”), without preferential subscription rights, under the terms set forth in the thirteenth resolution, in particular with respect to the maximum nominal amount, to depart from the price-setting terms set forth in the aforementioned thirteenth resolution and determine the issue price as follows: The issue price may not be less than, at the discretion of the Management Board, (a) the volume-weighted average quoted price of the share on euronext Paris over the trading day preceding the setting of the issue price or (b) the volume-weighted average quoted price of the share on euronext Paris set over the trading day at the time the issue price is set, in each case minus a maximum discount of 5%.
The maximum nominal amount of capital increases that may be carried out by virtue of this resolution may not exceed 10% of the share capital for each 12-month period as well as the global upper limit referred to in the thirteenth resolution, which includes this amount.
This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders at their Meeting of May 14, 2007, under the seventeenth resolution. It is granted for a period of 26 months, starting from the date of this Meeting.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed 20% of the share capital as at the date of this general Meeting and within the limit of €1 billion, provided that (i) this upper limit is to be deducted from the upper limit referred to in the thirteenth resolution, and (ii) the total nominal amount of capital increases carried out by virtue of this resolution, the twelfth to the fifthteenth resolutions and the seventeenth to the eighteenth resolutions shall not exceed €2 billion. The nominal value of additional shares issued to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that may be issued by virtue of this resolution, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
3) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provision of the law, to give effect to this resolution, in particular: • to set the exchange ratios and, if required, determine the amount of the cash bonus to be paid; • to record the number of securities tendered in the exchange offer; • to determine the dates and terms of issue, especially the issue price and the date – even retroactive – as of which the new shares and/or, if applicable, the securities giving an immediate and/or deferred claim to shares of the Company, shall earn dividends; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • to charge on a “contribution premium” account, which will include the Shareholders’ rights, as a balance sheet liability, the differential between the issue price of new shares and their nominal value; • to charge on such “contribution premium” account, if need be, all expenses incurred and rights granted as a result of the public exchange offer; • charge on the contribution premium the sums required in order to bring the legal reserve to one-tenth of the share capital; • in general, to take all measures and conclude all agreements in furtherance of the authorized public exchange offer, duly note the capital increase(s), and amend the Bylaws accordingly.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed, beside the legal limit of 10% of the share capital, 20% of the share capital as at the date of this general Meeting within the limit of €1 billion, provided that (i) this upper limit is to be deducted from the upper limit referred to in the thirteenth resolution, and (ii) the total nominal amount of capital increases carried out by virtue of this resolution, the twelfth to the sixteenth resolutions and the eighteenth resolution shall not exceed €2 billion. The nominal value of additional shares issued to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that may be issued by virtue of this resolution, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
3) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provision of the law, to give effect to this resolution, and in particular: • to approve the assessment of the contributions on the basis on the report of the Auditors in charge of assessing contributions in kind referred to in paragraphs 1 and 2 of the Article L.225-147 of the French Commercial Code; • deduct from the contribution premium, as applicable, all expenses incurred as a result of capital increase, charge on the contribution premium, if it considers appropriate, the sums required in order to bring the legal reserve to one-tenth of new share capital resulting from each increase; • acknowledge the completion of the capital increases resulting from this delegation; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in compliance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • amend the Bylaws accordingly, make all required disclosures or formalities, and request all authorizations that would be necessary in order to complete these contributions.
Eighteenth resolution Delegation of authority to the Management Board in order to issue ordinary shares as a result of an issue, by subsidiaries of the Company, of securities giving a claim to the Company’s ordinary shares The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225129 to L.225-129-6 and L.228-93 of the French Commercial Code, 1) hereby authorize the Management Board, pursuant to the thirteenth resolution hereinbefore, to resolve the issue of ordinary shares of the Company to which the securities issued by one or more companies in which the Company directly or indirectly owns more than half of the capital (a “Subsidiary”) may give a claim to.
These securities shall only be issued by Subsidiaries with the prior approval of the Management Board of the Company and may, pursuant to Article L.228-93 of the French Commercial Code, offer an immediate and/or future claim to ordinary shares of the Company. They may be issued in one or several issues, in France, on foreign markets and/or on the international market.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed 20% of the share capital as at the date of this general Meeting within the limit of €1 billion, provided that (i) this upper limit is to be deducted from the upper limit referred to in the thirteenth resolution, and (ii) the total nominal amount of capital increases carried out by virtue of this resolution, the twelfth to the seventeenth resolutions shall not exceed €2 billion. The nominal value of additional shares issued to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital that may be issued by virtue of this resolution, as required by the law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
In any case, the amount paid at the time of issue or due to be paid to the Company for each ordinary share issued as a result of these securities’ issues, shall be, in accordance with the provisions of the thirteenth and fourteenth resolutions, at least equal to the minimum amount set forth in the legislation, subject to the possible adjustments needed in case of a different date for dividends earning.
2) Duly note that the Shareholders of the Company do not have preferential subscription rights to (i) the aforementioned securities issued by the Subsidiaries, nor to (ii) ordinary shares of the Company to which these securities may give a claim to.
This authorization replaces and renders null and void the non-utilized portions of the authorization granted by the Shareholders at their Meeting of May 14, 2007, under the twenty-first resolution. It is granted for a period of 26 months, starting from the date of this Meeting.
Nineteenth resolution Delegation of authority to the Management Board in order to issue securities that entitle to an allotment of debt instruments, without increase of the Company’s share capital The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to the provisions of Articles L.225129 to L.225-129-6, L.228-91 and L.228-92 of the French Commercial Code, 1) hereby authorize the Management Board to resolve the issue, in one or several times, in France, or abroad and/or on the international market, in euros or in any monetary unit established by reference to several currencies, bonds with bond warrants attached, and, more generally, securities entitling to the allotment, immediately or in the future, of debt instruments such as bonds and related securities, subordinated securities that have or have not a term date, or all other securities granting, in a same issue, the same claims on the Company.
with the provisions of Articles L.225-129 et seq, L.225-138 I and II and L.225-138-1 of the French Commercial Code, as well as of Articles L.3332-1 et seq. of the French Labor Code, 1) hereby authorize the Management Board to increase the share capital, in one or several times, within the timeframe, conditions and proportion it will determine at its own discretion, through the issue of ordinary shares or securities giving a claim to the Company’s ordinary shares reserved to corporate officers, employees, former employees and general insurance agents of the Company or its affiliated entities within the meaning of Article L.225-180 of the French Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor Code, who are enrolled in AXA’s employer-sponsored Company savings plan(s). The issue of shares might be paid in cash or through the capitalization of reserves, earnings or premiums and free allotment of shares or securities giving a claim to the capital.
4) Authorize the Management Board to grant for free ordinary shares or securities giving an immediate or deferred claim to the Company’s share capital, provided that the total benefit resulting from this grant (“abondement”) and/or the discount may not exceed the applicable legal or regulatory limits.
5) Resolve that the characteristics of any other securities giving a claim to the share capital of the Company shall be determined by the Management Board in accordance with the conditions set forth by the applicable laws and regulations.
This authorization replaces and renders null and void the unused portion of that granted by the Shareholders at their Meeting of April 22, 2008 under the eighteenth resolution. It is granted for a period of 18 months starting from this Meeting.
3) Decide that the issue price of the new shares to be issued pursuant to this authorization (i) shall not be more than 20% lower than an average quoted price of the share of the Company 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 twentieth resolution, nor higher than this average, and, (ii) shall not be more than 20% lower than an average quoted price of the share of the Company 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 reserved to a beneficiary comprised in the category defined hereinbefore, provided that the structured offer referred to in paragraph 2) of this resolution would not be established concurrently to a capital increase carried out by virtue of the twentieth resolution, nor higher than this average. The Management Board shall be entitled to decide the reduction or cancellation of any discount so granted, if it deems appropriate, in order to take into account, inter alia, legal, social, tax or accountancy regulatory rules applicable locally.
Twenty-second resolution Authorization granted to the Management Board to reduce the share capital through the cancellation of ordinary shares The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report and the Statutory Auditors’ Special Report, pursuant to Article L.225-209 of 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 acquire subsequently in connection with any authorization granted by the general Meeting of Shareholders 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.
2) Resolve that the Management Board will have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, and in particular to: • decide the final amount of the capital reduction; • charge the differential between the book value of the ordinary shares cancelled and their nominal amount on any available reserves accounts and premiums; • determine the terms and acknowledge the completion of the capital reduction and to amend the Bylaws accordingly; • and undertake all steps, formalities and disclosures to relevant organizations, and in general, to take all necessary measures.
Twenty-third resolution Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred shares, with suppression of the ordinary shareholders’ preferential subscription rights in favor of AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle Subject to the approval of the twenty-sixth resolution relating to the amendment of the Bylaws, the Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general meetings, and having reviewed the Management Board Report, the Statutory Auditors’ Special Report as well as the Independent Auditor’s Report (Rapport du Commissaire aux apports) and having noted that the Company’s share capital is fully paid up, pursuant to the provisions of the French Commercial Code and in particular its Articles L.225-129-2, L.225-138 and L.228-11 et seq., 1) hereby authorize the Management Board to resolve one or several capital increases to be reserved for AXA Assurances
IARD Mutuelle and AXA Assurances vie Mutuelle, by issuing preferred shares with the same nominal value as the Company’s ordinary shares.
The aggregate amount of capital increases by means of issues of preferred shares that may be carried out pursuant to this resolution, shall not exceed total gross issue proceeds of €2 billion, subject to such amount not exceeding €1 billion in total nominal amount.
5) Resolve that the issue price of the preferred shares to be issued in accordance with this resolution will be equal to the volumeweighted average quoted price of the AXA ordinary share on euronext Paris over the twenty trading days preceding the date on which the decision to issue is made. each new issue of shares of category B non-fungible with the prior issue(s) of preferred shares will result in the creation of a new category of preferred shares.
6) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, in particular to: • determine the amount of the capital increases and the number of preferred shares to be issued, subject to the maximum nominal amount of capital increase and issue amount provided for in this resolution, the date of issue and the issue price of such shares to be determined pursuant to this resolution, to create new categories of preferred shares as necessary and amend the Bylaws accordingly; • determine the amount of the preferred dividend, pursuant to the amended Bylaws attached as an exhibit hereto, and amend the Bylaws accordingly; • determine the terms and conditions for the subscription and payment of the preferred shares; • determine the date from which the holders of the Preferred Shares shall have rights in respect of any dividend (date de jouissance); • take all necessary measures to safeguard the rights of owners of securities or other rights giving access to the Company’s capital, in compliance with applicable laws and regulations, and if applicable, contractual terms providing for other adjustments; • charge, as applicable, all expenses, in particular expenses incurred as a result of the capital increases to the share premium account, and, if appropriate, to transfer sums as required to the legal reserve, and in general take all necessary measures; • proceed, as applicable, to list the preferred shares to be issued on a regulated market; • take all necessary measures to complete or, if applicable, to postpone any issue; • acknowledge the completion of any capital increase and amend the Bylaws accordingly; • carry out all formalities in connection with any capital increase, and more generally take all necessary measures and conclude all agreements in furtherance of each issue.
7) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, in particular to: • determine the amount of the capital increases and the number of preferred shares to be issued, subject to the maximum nominal amount of capital increase and issue amount provided for in this resolution, the date of issue and the issue price of such shares to be determined pursuant to this resolution, to create new categories of preferred shares as necessary and amend the Bylaws accordingly; • determine the amount of the preferred dividend pursuant to the proposal of amended Bylaws, attached as an exhibit hereto, and amend the Bylaws accordingly; • determine the terms and conditions for the subscription and the payment of the preferred shares; • determine the date from which the holders of the Preferred Shares shall have rights in respect of any dividend (date de jouissance); • take all necessary measures to safeguard the rights of owners of securities or other rights giving access to the Company’s capital, in compliance with applicable laws and regulations, and if applicable, contractual terms providing for other adjustments; • charge, as applicable, all expenses, in particular expenses incurred as a result of the capital increases, and, if appropriate, to transfer the sums as required to the legal reserve, and in general take all necessary measures; • proceed, as applicable, to list on a regulated market the preferred shares to be issued; • take all necessary measures in order to complete – or, if applicable, to postpone – the issues; • acknowledge the completion of any capital increase and amend the Bylaws accordingly; • carry out all formalities in connection with any capital increase, and more generally take all necessary measures and conclude all agreements in furtherance of each issue.
2) Resolve that the preferred shares to be issued pursuant to this resolution and to be named category B shares, will be deprived of voting rights at the shareholders’ general meetings and will have the characteristics set out in the proposal of amended Bylaws attached as an exhibit hereto. The proposal of amended Bylaws is deemed to be part of this resolution.
3) Resolve that the aggregate amount of the share capital increases which may be raised through issues of preferred shares pursuant to this delegation and the delegations provided for in resolution 23 and 24, shall not exceed, in addition to the limits provided by law, €2 billion in total gross issue proceeds, subject to such amount not exceeding €1 billion in total nominal amount, without taking into account the nominal value of ordinary shares to be issued in order to safeguard the rights of owners of securities or other rights giving access to the Company’s capital, in compliance with applicable law and, if applicable, contractual terms providing for other cases of adjustment. These limits are separate and distinct from those provided for in resolutions 11 to 21 of this general Meeting.
6) Resolve that in the event of a preferred shares issue being undersubscribed, the Management Board may implement, in the order it considers appropriate, one and/or several of the following options: • limit the capital increase to the amount of subscriptions, provided that such amount is at least equal to the three quarters of the increase resolved; • freely allocate some or all of the unsubscribed preferred shares between the persons it will choose, including by offering all or a portion of the unsubscribed preferred shares to the public.
7) Resolve that the Management Board shall have full powers, including the option to sub-delegate authority under the provisions of the law, to implement this resolution, in particular to: • determine the nature and the condition for the placement of the preferred shares that may be issued pursuant to this resolution; • determine the amount of the capital increases and the number of preferred shares to be issued, subject to the maximum nominal amount of capital increase and issue amount provided for in this resolution, the date of issue and the issue price of such shares to be determined pursuant to this resolution, to create new categories of preferred shares as necessary and amend the Bylaws accordingly; • determine the amount of the preferred dividend pursuant to the proposal of amended Bylaws, attached as an exhibit hereto, and amend the Bylaws accordingly; • determine the terms and conditions for the subscription and the payment of the preferred shares; • determine the date from which the holders of the Preferred Shares shall have rights in respect of any dividend (date de jouissance); • take all necessary measures to safeguard the rights of owners of securities or other rights giving access to the Company’s capital, in compliance with applicable laws and regulations, and if applicable, contractual terms providing for other adjustments; • charge, as applicable, all expenses, in particular expenses incurred as a result of the capital increase to the share premium account, and, if appropriate, to transfer the sums as required to the legal reserve, and in general take all necessary measures; • proceed, as applicable, to list on a regulated market the preferred shares to be issued; • take all necessary measures in order to complete – or, if applicable, to postpone – any issue; • acknowledge the completion of any capital increase and amend the Bylaws accordingly; • carry out all formalities in connection with any capital increase, and more generally take all necessary measures and conclude all agreements in furtherance of each issue.
This authorization is granted for a period of 26 months, starting from the date of this Meeting.
APPeNDIX To The ReSoLUTIoNS: PRoPoSAL FoR AMeNDeD ByLAwS In the proposal for amended Bylaws below, changes to the Bylaws currently in force are displayed (i) in bold for insertions and (ii) with strike through for deletions.
Article 2 – Corporate name The name of the Company is: AXA
• To acquire, manage and sell all listed or unlisted shares and securities, including all real and movable property, as well as all rights, listed or unlisted stock, and movable property related to said assets securities,
Shares issued or to be issued as capital stock, provided that they are of the same class and have the same paid-up par value,
The issue price of each Preferred Share (the “Issue Price”) is determined by the Management Board in accordance with the conditions set forth by the Shareholders’ general meeting.
Article 7 – Rights of holders of Preferred Shares in the event of changes in the share capital 1. In the event of division, reduction or increase in the nominal value of Ordinary Shares, the characteristics of the
2. The Preferred Shares will not have any preferential subscription rights in relation to any subsequent share capital increase in cash giving immediate or deferred access to the share capital of the Company.
Article 8 – Form of the Shares Fully paid-up Shares may be issued either in registered form or in bearer form as the Shareholder so chooses pursuant to applicable laws and regulations. However, the Preferred Shares shall be recorded in registered form as long as they are not listed.
Failure to proceed with the above notifications shall result in the Shares exceeding the fraction that should have been notified being deprived of voting rights at Shareholders’ meetings if (i) during such meetings, the failure to notify has been noted and if (ii)
The Preferred Shares receive a preferred dividend pursuant to the provisions of Article 25 of the Bylaws and have priority over Ordinary Shares in the event of a winding-up pursuant to the provisions of Article 27 of the Bylaws. The Preferred Shares do not have voting rights at the Shareholders’ general meetings nor any preferential subscription right in relation to any subsequent share capital increase in cash immediate or deferred access to the share capital of the Company. They are not convertible into Ordinary Shares. The Preferred Shares may have different issue prices and different financial rights, each new issue thereby creating a new category of Preferred Shares.
Once the Preferred Shares are issued, any change in their characteristics shall be submitted to the prior approval of the French insurance regulator (Autorité de Contrôle des Assurances et des Mutuelles) (or, if applicable, any authority which replaces it), to ensure that these Preferred Shares continue to be taken into account in the consolidated solvency margin.
Subscribers and Shareholders shall be advised of the fraction to be paid at least fifteen days before the date set for each payment, either through a legal notice in a legal gazette at the place of the registered office, or through a letter sent by individual registered mail to each of the parties within the same timeframe.
In addition, the Company may take all legal actions to cause the execution and sale of the shares that were not paid up in due time within the conditions provided by law. It may also bring civil action or a common law suit against the concerned Shareholder and its guarantors either before, after, or during the sale of such Shares.
TITLE III > THE SUPERVISORY BOARD Article 1011 – Composition of the Supervisory Board A – Appointment 1. The Supervisory Board is composed of at least three and no more than eighteen members, notwithstanding the temporary exception, allowed by the applicable legislation, in the event of a merger. Members of the Supervisory Board shall be appointed by a simple majority vote by Shareholders at their ordinary general meeting.
meeting. Temporary appointments made by the Supervisory Board are subject to ratification by the following Shareholders’ ordinary general meeting. A member appointed to replace another shall only remain in office for the remainder of his predecessor’s term of office.
3. Members of the Supervisory Board are appointed for a renewable four-year term of office. Their duties as members of the Supervisory Board end at the close of the Shareholders’ annual general meeting convened to approve the Company’s accounts for fiscal year ended and held during the year on which their term of office expires.
In the event that members of the Supervisory Board were to be all replaced, the term of office of half of the designated members, or rounded down, if need be, to the nearest number, would expire after two years, and the remaining members’ term of office would expire after four years, pursuant to the order such as determined by random drawing during a meeting of the Supervisory Board.
If the representatives of a legal entity member of the Supervisory Board cannot remain in office, said entity shall replace him with someone else within one month, failing which, it shall be deemed to have resigned.
If the one-third quota is exceeded and if a Supervisory Board member above seventy years old has not voluntarily resigned, the oldest member will be deemed to have resigned.
C – Appointment of an employee Ordinary Shareholder representative to the Supervisory Board 1. In accordance with applicable laws and regulations and with these Bylaws, Ordinary Shareholders convened at an ordinary meeting, shall appoint a member to the Supervisory Board who represents all employee Ordinary Shareholders, provided that the legal prerequisites are met.
2. This employee Ordinary Shareholder representative shall be appointed for a four-year term of office. Notwithstanding the foregoing, the employee Ordinary Shareholder representative to the Supervisory Board shall be automatically removed from office if he or she ceases to be employed by the Company or a subsidiary or inter-company partnership affiliated with AXA within the meaning of Article L.225-180 of the French Commercial Code.
4. with respect to the application of paragraph 3. a) and prior to the Shareholders’ general meeting, the Management Board shall formally request that the supervisory boards of the relevant mutual funds nominate one or more candidates.
5. The Management Board shall determine all appointment procedures that are not provided for by applicable laws and regulations or these Bylaws, including those pertaining to the timetable for nominating candidates and those pertaining to the designation of representatives of employee Ordinary Shareholders attending the Shareholders’ general meeting.
7. The member of the Supervisory Board appointed to represent the employee Ordinary Shareholders shall be appointed by the Shareholders convened at an ordinary general meeting, in accordance with the same procedures that apply to the appointment of any member of the Supervisory Board.
This member of the Supervisory Board shall not be taken into consideration for the purpose of determining the minimum and maximum numbers of members the Supervisory Board pursuant to Article L.225-69 of the French Commercial Code.
During the timeframe leading up to the appointment of the new employee Ordinary Shareholder representative, the Supervisory Board may continue to hold meetings and conduct business as usual.
Article 1112 – Officers of the Supervisory Board The Supervisory Board appoints a Chairman and a vice-Chairman from amongst its members. The Chairman and the viceChairman remain in office as long as they hold their office as members of the Supervisory Board, unless the Supervisory Board decides to appoint a new Chairman and, if required, a new vice-Chairman.
In the absence of the Chairman, or when he temporarily delegates his powers, the vice-Chairman performs the duties of the Chairman and is entitled to the same rights.
Article 1213 – Powers and duties of the Supervisory Board 1. The Supervisory Board exercises its regular control over the management of the Company performed by the Management
Board, by means of the checks and controls it deems appropriate, and by ensuring that it has all the available documents required to perform its duty, in particular strategic plans and budgets of businesses controlled by the Company.
3. a) In accordance with applicable laws and regulations, sale of real property per se, total or partial transfer of interests, collateral provisions, warrants, and guarantees must be approved by the Supervisory Board.
Company, as well as for employees and officers of related parties, as well as the granting of stock options or free allotment of Ordinary Shares to members of the Management Board,
• proposals for amendments to the Bylaws to be submitted to Shareholders at their annual extraordinary meeting,
5. The Supervisory Board defines its own internal rules of procedures which are communicated to the Management Board.
Article 1314 – Meetings of the Supervisory Board 1. The Supervisory Board meets as often as it deems necessary for the interest of the Company but not less than once every quarter. Meetings shall be called by the Chairman or vice-Chairman by all available means. The Chairman shall call a meeting of the Supervisory Board within the fifteen days following a justified request made by the
Meetings shall take place wherever indicated in the notice of meeting.
2. A member of the Supervisory Board may give his/her proxy either by mail, telex, telegram or facsimile (article 107-1 of the French Decree dated March, 23rd, 1967) to another member of the Supervisory Board to act on his/her behalf at a given meeting of the Supervisory Board.
each member of the Supervisory Board may only receive one proxy at a time for the same meeting by application of the above paragraph.
Members of the Supervisory Board may participate in meetings by means of videoconference or by any other means of telecommunication or remote transmission in compliance with the applicable regulations. Any member of the Supervisory Board may appoint another member thereof as his proxy.
Article 1415 – Compensation of Members of the Supervisory Board 1. Members of the Supervisory Board receive a fixed annual fee as compensation, as determined by the Shareholders at their annual meeting and remains effective unless otherwise provided. Members of the Supervisory Board receive this amount in compensation for their attendance at meetings; the amounts to be allocated depend on the attendance rates set by the Board.
The Supervisory Board determines their role and how to compensate them.
Censors are automatically and fully deemed to have resigned at the close of the fiscal year during which they have reached the age of seventy.
Supervisory Board that will exercise control over the Management Board in accordance with the law and statutory provisions as set forth below.
2. Members of the Management Board may or may not be Shareholders and it is mandatory that they represent themselves as individuals.
Article 1718 – Chairmanship of the Management Board – Corporate executive level The Supervisory Board appoints one of the members of the Management Board as Chairman.
The Chairman performs his duties throughout his term of office as member of the Management Board.
The Chairman of the Management Board represents the Company vis-à-vis third parties.
The Supervisory Board may grant the same authority to represent the Company to one or more members of the Management Board who then hold the title of vice-Chairman, Chairman of the Management Board or Senior executive vice-President.
with respect to third-party transactions, any valid commitments made by the Chairman of the Management Board or any other member that has been granted the same power to represent the Company from the Supervisory Board are deemed to be legally binding on the Company.
Article 1819 – Powers and duties of the Management Board 1. The Management Board shall have the broadest powers to act under all circumstances in the name of the Company, within the scope of the corporate purpose, and subject to the authority expressly reserved by law to the Shareholders and the Supervisory Board.
Limitation to these powers is not enforceable against third parties, who may bring legal actions against the Company in order to enforce commitments made in its name by the Chairman of the Management Board or any other member who has been
granted the same authority to represent the Company, provided that the name of the appointed legal representative has been duly published.
2. Members of the Management Board may, with the approval of the Supervisory Board, assign among themselves their respective duties to manage the Company. however, members of the Management Board may not invoke their shared responsibilities to exempt themselves from the obligation to meet regularly in order to discuss essential management issues related to the Company, nor may they consider it as a disclaimer of the due diligence task incumbent upon each member of the Management Board and for which they are jointly and severally liable.
3. The Management Board may at its sole discretion entrust one or more of its members or any non-member person with special assignments, whether of a permanent or temporary nature, and delegate such powers as it deems necessary in order to enable them to achieve one or more specific purposes, with or without the right to sub-delegate.
The Management Board convenes all Shareholders’ meetings, sets their agenda, and carries out their resolutions.
6. Members of the Management Board are jointly and severally liable vis-à-vis the Company or third parties, as the case may be, for any offence of the statutory provisions governing French companies (Sociétés Anonymes), for any breaches of these Bylaws, for acts of negligence or misconduct in the performance of their management duties, in all cases punishable by law and subject to the conditions provided therein.
Article 1920 – Meetings and resolutions of the Management Board The Management Board may meet as often as it is necessary to protect the interest of the Company upon notice of the Chairman of the Management Board or of at least half of its members, either at the principal office of the Company, or at any other location indicated in the notice of meeting. The agenda may be completed at the meeting. Notice of meetings may be given by all available means, including orally.
The Chairman of the Management Board shall chair the meetings of the Board. If he is unable to do so, the meeting will be chaired by the vice-Chairman or Senior executive designated by the Chairman of the Management Board. If he is unable to do so, the oldest vice-Chairman or Senior executive or the oldest member of the Management Board in attendance will chair the meetings. The Management Board appoints a secretary, possibly outside its membership.
Decisions of the Management Board are only valid if at least half of its members are present.
Decisions are taken by the majority vote of members present and represented. If there is a vote tie, the vote of the Chairman shall cast the deciding vote.
Decisions of the Management Board are recorded in minutes of meetings recorded in a special register and signed by all members of the Board present at the meeting.
Members of the Management Board may participate by means of videoconference or by any other means of telecommunication
After consulting the Supervisory Board, the Management Board establishes its own internal rules of procedures.
Article 2122 – Regulated agreements Any agreement that is entered into, either directly or through another person, between the Company and a member of its Supervisory Board, Management Board or a Shareholder holding a percentage of the voting rights greater than the applicable threshold as set out by law (if such Shareholder is a legal person and not an individual, the company that controls it within the
The foregoing provisions do not apply to agreements that concern ongoing business transactions conducted in the ordinary course of business.
however, the existence of such agreements must be disclosed to the Chairman of the Supervisory Board. A list of such agreements and their purpose shall in turn be disclosed by the Chairman to the members of the Supervisory Board and to the Statutory Auditors of the Company.
TITLE V > AUDITORS Article 2223 – Statutory Auditors one or more statutory auditors are appointed to perform their duties as provided by law.
voting by mail is to be accomplished in accordance with applicable laws and regulations. In particular, any Ordinary Shareholder may give a proxy or send his/her voting instructions prior to the meetings, either in paper form or by electronic means, subject to approval by the Management Board published in the notice of meeting.
The online completion and signature of these forms, in accordance with the first sentence of the second paragraph of Article 1316-4 of the French Civil Code (Code Civil), if the Management Board so decides at the time the notice of meeting is sent to shareholders, can be accomplished directly on the secured website set up to centralize the management of Shareholders’ general meetings using a secure username (log in) and password system. The proxy or voting instructions completed accordingly prior to the meeting, as well as the acknowledgement of receipt that will be given in reply, will be considered as an irrevocable and opposable written proof, provided that, in the event of Shares being sold or otherwise legally transferred before the third business day preceding the Shareholders’ general meeting at 0.00am Paris time, the Company shall invalidate or modify accordingly, as the case may be, the proxy or voting instructions completed online.
The Shareholders’ general meetings are chaired by the Chairman of the Supervisory Board or, in his absence, by the vice-Chairman, or by a specifically appointed member of the Supervisory Board. otherwise, Shareholders appoint a Chairman themselves.
Minutes of the general meetings are prepared and true copies are certified and delivered as required by law.
b) Special meetings of Preferred Shareholders The owners of each category of Preferred Shares are convened in special meetings (assemblées spéciales).
Special meetings of Preferred Shareholders are convened and vote in accordance with the conditions set forth in the French Commercial Code. The provisions of paragraph a) above shall be applied mutatis mutandis to the special meetings of Preferred Shareholders, it being specified however that as long as each category of Preferred Shares and all Shares comprising that category are not in the form of registered shares, the information referred to in paragraph a) may be replaced by notification by simple letter.
a) Company’s financial statements The amounts required by law to be set aside as reserves shall be deducted first on each year’s earnings, reduced by losses carried forward, if any.
Shareholders may decide to withhold from such earnings all sums they deem appropriate to be allocated to the optional, ordinary or extraordinary reserves, or to be carried forward.
Shares pursuant to the provisions set out below; • the balance shall then be distributed among the holders of Ordinary Shares pro rata their holding in the Company’s share capital, provided that no dividend may be paid to the holders of Ordinary Shares if the Preferred Dividend for the relevant fiscal year has not been paid in full.
The Preferred Dividend to be paid to each outstanding Preferred Share for any fiscal year (the “Preferred Dividend”) is equal to a multiple of the dividend to be paid on an Ordinary Share for such fiscal year. This multiple, to be determined by the Management Board in its decision to issue the relevant Preferred Shares, may not be less than 1.2 nor greater than 1.8. In any event, the Preferred Dividend may not be less than the Minimum Dividend, nor greater than the Maximum Dividend. The “Minimum Dividend” that is applicable to a Preferred Share is equal to its Current Amount multiplied by the Minimum Percentage applicable to the relevant Preferred Share; the Minimum Percentage to be determined by the Management Board for each category of Preferred Shares in its decision to issue the relevant Preferred Shares, may not be less than 6% nor greater than 8%. The “Maximum Dividend” that is applicable to a Preferred Share is equal to its Current Amount multiplied by the Maximum Percentage for the relevant Preferred Share; the Maximum Percentage to be determined by the Management Board for each category of Preferred Shares in its decision to issue the relevant Preferred Shares, may not be less than 10% nor greater than 14%.
In any event, the total amount of Preferred Dividend to be paid on all outstanding Preferred Shares (the “Total Amount of Preferred Dividend”) shall not exceed 90% of the earnings available for distribution for the relevant fiscal year, within the meaning of Article L.232-11 of the French Commercial Code.
Notwithstanding the above-mentioned provisions, the Preferred Dividend to be paid for the fiscal year during which the Preferred Shares have been issued shall be equal to the product of (i) the Preferred Dividend as determined above by (ii) the number of days, from the issue date of the Preferred Shares to December 31 of the relevant fiscal year on a 365-day basis or 366-day basis for a leap year.
The “Current Amount” of a Preferred Share is, for any given fiscal year, the Issue Price of the said Preferred Share (i) minus all losses charged on the Issue Price, it being specified that these losses will first be charged on the relevant issue premiums of the Shares (so that the issue premiums of all categories of Shares will be reduced in the same proportion) and then applied equally to the Shares by way of reduction in the nominal amount of such shares, such reduction to be a share capital reduction due to losses (the “Reduction Part of the Current Amount”), and (ii) increased by the Reconstitution Part of the Current Amount as at December 31 of the relevant fiscal year, provided that the Current Amount will only be reconstituted, partly or in whole, in the event that the Preferred Dividend has been paid in respect of the two preceding fiscal years. The “Reconstitution Part of the Current Amount” will be a percentage of the earnings available for distribution, as appearing in the Company’s certified annual financial statements, this percentage will correspond to the fraction of the relevant Preferred Share in the share capital as at December 31 of the relevant fiscal year. In the event of successive reductions and reconstitutions of the Current Amount for a category of Preferred Shares subsequent to their issue, the total aggregate amount of reductions and reconstitutions carried out for the relevant Preferred Share will be taken into account. In all cases, the Current Amount of a Preferred Share shall never exceed its Issue Price.
The Reduction Part of the Current Amount shall be deemed to occur on December 31 of the fiscal year during which a share capital reduction due to losses has occurred. The Reconstitution Part of the Current Amount shall be deemed to occur on December 31 of the relevant fiscal year.
The Shareholders’ general meeting may, in any fiscal year, resolve not to distribute a dividend, including any Preferred Dividend, or to distribute only part of the Preferred Dividend. In this case, the Preferred Dividend for the relevant fiscal year, or as the case may be, any part of the Preferred Dividend of the relevant fiscal year not distributed, shall not be carried forward to the following fiscal years.
The Total Amount of Preferred Dividend may not be distributed in the event that this distribution would cause the consolidated solvency margin to fall below the minimum percentage required by the applicable insurance regulations.
The Management Board may decide to make one or more distribution of advance payments on dividends in accordance with the law and provisions of Article 12 Article 13. 3 b) of these Bylaws.
Subject to the distribution of advance payments of dividends, the Preferred Dividend shall be paid to Preferred Shareholders on the same date on which the dividend shall be paid to Ordinary Shareholders or, in the absence of any dividend distribution to Ordinary Shareholders, on the date set by the Shareholders’ general meeting.
• January 1 (included) of the current fiscal year if (i) the Preferred Dividend for the preceding fiscal year has been approved by the general meeting which approved the financial statements for the preceding fiscal year and paid on the repurchase date or if (ii) no Preferred Dividend has been approved by such general meeting.
The Shareholders’ annual general meeting can resolve to allow the receiver to continue the Company’s business as usual or to carry out new business for the purposes of the winding up.
Any assets remaining after nominal share redemption are distributed among Shareholders on a prorated basis for their capital share.
TITLE IXX > DISPUTES Article 2628 – Disputes Any dispute pertaining to Company’s matters arising during the life of the Company or during its winding-up, between the Company and its Shareholders or among Shareholders themselves, shall be brought in front of the competent courts of the Company’s registered office.
Principal function Chairman of the AXA Supervisory Board Chairman and Ceo of BoURBoN
DIRECTORSHIPS CURRENTLY HELD BoURBoN, Chairman and Chief executive officer JACCAR, Chairman and Chief executive officer SAPMeR, Chairman of the Board of Directors CBo Territoria, Chairman of the Board of Directors Director or member of the Supervisory Board: • INNoDIS • SINoPACIFIC Shipbuilding group (China)
Principal function Non-executive Chairman of AXA Uk PLC (United kingdom) and AXA equity and Law PLC (United kingdom)
Number of AXA shares Number of AXA and ADR AXA shares held on December 31, 2008: 26.043
DIRECTORSHIPS CURRENTLY HELD AXA Uk PLC 1 (United kingdom), Non-executive Chairman AXA equity and Law PLC 1 (United kingdom), Non-executive Chairman Director or member of the Supervisory Board: • AXA Financial, Inc. 1 (United States) • Binley Limited (United kingdom) • Tawa plc (United kingdom) • golf Club of valderrama (Spain) • AXA equitable Life Insurance Company 1 (United States) • MoNy Life Insurance Company 1 (United States) • MoNy Life Insurance Company of America 1 (United States)
PREVIOUS DIRECTORSHIPS HELD DURING THE LAST FIVE YEARS Fox-Pitt, kelton group Limited (United kingdom), Chairman Director or member of the Supervisory Board: • Pinault-Printemps-Redoute • Fox-Pitt, kelton Limited (United kingdom) • Swiss Re Capital Markets Limited (United kingdom) • CX Reinsurance (United kingdom)
Number of AXA shares Number of AXA shares held on December 31, 2008: 5,566
Number of AXA shares Number of AXA shares held on December 31, 2008: 1,000
RAMON DE OLIVEIRA French and Argentinian nationality Born on September 9, 1955
Number of AXA shares Number of AXA shares held on December 31, 2008: None
The employees of AXA SA do not benefit from the group profit-sharing agreement dated March 24, 2006 and signed by the group’s trade union representatives. In 2008, AXA SA’s employees did not benefit from an optional profit-sharing agreement. AXA SA’s employees do, however, benefit from the group Savings Plan.
In 2006, AXA’s Supervisory Board adopted a new version of its Compliance and ethics guide, available on the group’s Intranet and its Internet website (www.axa.com). The purpose of the guide is to establish group-wide guidelines and rules to ensure that all AXA group companies and employees have a common understanding of applicable ethical standards and conduct business accordingly.
AXA SA plays a philanthropic role, as demonstrated by the AXA Research Fund (a partnership launched in 2007 between AXA SA and academic circles, with a funding of €100 million over five years) and the acquisition of several “national treasures” (floor tiles from the Château de Polisy). More detailed information on these initiatives, and others implemented by AXA subsidiaries, is available on www.axa.com.
CONSOLIDATED SOCIAL DATA on the 31st of December, 2008, the global workforce of AXA group was more than 210,000, representing an increase of 22% over 2007. headcount remained fairly constant in europe, while Asia-Pacific (primarily in China and India), continued as a growth engine in 2008 with an increase of 25% over 2007. The salaried workforce grew by 29% in the Americas (attributable primarily to the acquisition of INg Mexico).
viewed geographically, 59% of AXA employees work in europe (vs. 63% in 2007), 27% in Asia-Pacific (vs. 24% in 2007), 13% in the Americas (vs. 12% in 2007), and 1 % in Africa (which remains unchanged).
whilst much of AXA group’s growth was made through acquisitions, we continued to aggressively recruit new hires from outside the group, with over 38000 people being recruited in 2008. The high turnover rate amongst sales professionals reflects a very mobile market in Asia-Pacific particularly in India.
Average FTE (Full Time Equivalent) of temporary employees (d) 2,365 24% 2,932
Net job creation during the year (external recruitments + fixed-term to open-ended – departures) 5,802 6,773
(a) Calculation covers 95% of the Group’s non-sales employees in 2008, and 96% in 2007. (b) Calculation covers 98% of the Group’s sales employees in 2008, and 98% in 2007. (c) The calculation base in 2007 included employees with fixed-term contracts, and they have been excluded in 2008. Using this calculation base, the percentage for 2007 would be 74%.
ENVIRONMENTAL INFORMATION Performance targets As a holding company, the activities of AXA SA do not significantly impact the environment. however, being fully aware of the environmental issues at stake, AXA has defined certain targets applicable to its main operating entities with respect to internal environmental management and sustainable development.
All of these targets are monitored on a regular basis and reported on annually so that local entities can gradually implement their own action plans in order to achieve these goals.
Environmental reporting In order to facilitate the environmental data collection process, the AXA group developed an internal reporting tool that centralizes the collection, consolidation and analysis of group environmental data. Although a greater number of group companies take part in the process each year, only sites regrouping more than 50 Full-Time equivalent (FTe) employees are included in the targeted scope. In 2008, work was done to significantly enlarge the scope of the environmental reporting so as to provide a more representative view of its ecological footprint; it now embraces 40 countries over five continents. The report includes 259 operating sites, representing 98,918 FTes in the group, which is an increase of 29% compared to 2007. PricewaterhouseCoopers Audit, one of AXA SA’s Statutory Auditors, reviewed the environmental reporting process (environmental Protocol, reporting tool, organization), as well as the data and collection processes of three relevant european countries. In 2008, the group’s sustainable development team trained approximately 80% of the participating countries to environmental reporting.
In 2008, the third annual transport survey, used to help estimating the amount of Co2 emissions related to commuting from home to work, was extended to include all 40 countries in the reporting scope. environmental protection tips were provided at the same time. In addition to increasing employees’ awareness on climate change issues, this survey helps refine the group’s estimated carbon footprint by revealing the share attributable to workplace commuting.
• The AXA group partnered with the Carbon Disclosure Project again in 2008. This international survey analyzes how major companies are responding to the effects of climate change, with the aim of improving the information provided to investors. AXA presented the results of the 2008 edition at its headquarters and co-produced the report on French companies (SBF120).
• AXA Investment Managers, AXA’s asset management subsidiary, lent its support to an important statement on climate change signed by 152 major investors (representing assets totaling 9,000 billion dollars). The Investor Statement on a global Agreement on Climate Change asked the world leaders who met in Poznan in December 2008 to negotiate strong and ambitious agreements to succeed the kyoto Protocol and thereby send investors a clear message encouraging them to invest in the resources necessary to move to a low-carbon economy.
ConSoLidated environmentaL data AXA GROUP ENVIRONMENTAL INDICATORS (a) UNIT 2007 2008
CO2 emissions resulting from business travel: airplane and train (c) T eq. CO2 197,118 116,907
KPI: CO2 emissions resulting from onsite power consumption and business travel (airplane, train, AXA vehicle fleet) per person T eq. CO2 / FTE 4.15 3.44
Percentage of paper recycled and/or garanteeing sustainable management % 38 49
(b) Electricity, natural gas, fuel, steam and other sources of energy. (c) This data has been collected from 88,366 FTEs. The accuracy of the 2007 airplane and train data remains difficult to estimate due to variations in the data communicated by local travel, which resulted in a signifiant drop in reported travel between 2007 and 2008. (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 27,380 FTEs. Sites whose response rate was below 5% have been excluded from the data consolidation process. (e) CO2 emissions estimation: as in 2007, emissions factors specific to every 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’Energie – France) and the Greenhouse Gas Protocol. (f) This data has been collected from 77,616 FTEs. Many sites in Asia and America are not equiped with water meters, which prevents their accurate measurement.
@ More detailed information on AXA’s environmental footprint, including its geographic distribution and trend are available on www.axa.com in the “Corporate Responsibility” then “environment” section.
18. Table of the capital increase delegations 447 to 449 19. Table of the Company’s financial results over the last five years 456 20. Chairman of the Supervisory Board’s Report 432 to 440
16. Board practices 16.1. Date of expiration of the current term of office ................................................................................... 120 and 132 16.2. Information about members of the management bodies’ service contracts with the issuer or any of its subsidiaries ............................................................................................ 129 and 137 16.3. Information on the Audit Committee and the Remuneration Committee .............................................. 129 to 131 16.4. Statement of compliance with the country of incorporation’s corporate governance regime ... 118 and 439 to 440 17. employees 17.1. Number of employees .......................................................................................................................................140 17.2. Shareholdings and stock options .......................................................................................155 to 165; 173 to 175 17.3. Arrangements for involving the employees in the capital of the issuer ............................... 177 to 178; 184 to 185 19. Related party transactions ................................................................................................................................ 184 to 185 20. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 20.1. historical financial information * ............................................................................................................ 230 to 412 20.2. Pro forma financial information ......................................................................................................................... n/a 20.3. Financial statements ............................................................................................................................ 230 to 236 20.4. Auditing of historical annual financial information ................................................................... 413 to 414 and 446 20.5. Age of latest financial information ..................................................................................................................... 443 20.6. Interim and other financial information .............................................................................................................. 443 20.7. Dividend policy ................................................................................................................................................. 228 20.8. Legal and arbitration proceedings ........................................................................................................ 409 to 411 20.9. Significant change in the issuer’s financial or trading position ........................................... 59; 111 to 116 and 412 21. Additional information 21.1. Share capital ............................................................................................................... 181 to 184 and 418 to 419 21.2. Memorandum and Articles of association ........................................................... 118; 416 to 417 and 419 to 423 22. Material contracts ......................................................................................................................................................... n/a 23. Third party information and statement by experts and declarations of any interest ....................................................... n/a 25. Information on holdings ............................................................................................................... 14 to 16 and 253 to 259
This Document de Référence includes all the components of the Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of article L.451-1-2 of the French Monetary and Financial Code as well as in article 222-3 of the AMF general Regulations.
Report of the statutory auditors on the consolidated financial statements of the Group 413 to 414
Report of the statutory auditors on the Report of the Chairman of the Supervisory Board 441 to 442