Subordinated debt totaled €6,995 million as opposed to €6,723 million in 2009 owing to the issuance of a new €1,300 million subordinated note and the early repayment of €1,080 million in redeemable subordinated notes.
Deposits under collateral agreements 12 12 3.14. Statement of operating payables
(a) Debt relating to non-current assets totaled €183 million and included shares issued by entities but not yet fully paid, including €75 million for AXA Life Europe and €54 million each for AXA Italia and AXA Reinsurance Ireland.
Amounted to €1,190 million at year-end 2010, down from €1,466 million at December 31, 2009. This account refl ects the positive effects derived from the revaluation of foreign currency denominated assets and liabilities at the balance sheet closing exchange rate. This item declined compared with 2009 owing mainly to the unfavorable impact of the increase in the US dollar exchange rate on the liabilities.
Income tax expense 944 (b) 944 * A positive sign indicates tax benefi t.
On August 5, 2010, and after authorization by the AXA Board of Directors on August 3, 2010, the AXA Group and the
The table below shows an estimate of changes in the fair value of debt, loans and hedging instruments in the event of a 1% rise in the interest rate curve or a 10% depreciation of the Euro.
The information used for calculating the fair value of fi nancing debt is market prices at the end of the period, using
(i) market rates for each currency, (ii) AXA’s average spread by maturity and for the main currencies, distinguishing between subordinated debt and senior debt, and (iii) options included in issue contracts, such as issuer redemption options.
■ AXA Versicherungen AG (Ex AXA Winterthur in Switzerland) €5,171 million
None of the transactions operated by related parties, that are still outstanding at year end or that occurred during the course of the year, account for the distinctive characteristics of transactions to be disclosed in accordance with the ANC regulations n° 2010-02 and 2010-03 as made offi cial by the decision as of December 29, 2009 and announced in the Journal Offi ciel as of December 31, 2010.
I Report of Statutory Auditors on the Company’s fi nancial statements
December 31, 2010 on: ■ the audit of the fi nancial statements of AXA SA, as attached to the present report,
■ in accordance with the policies described in paragraph 2.9 of the notes to the fi nancial statements, liabilities are recorded at the year-end for redemption premiums on convertible bonds issued by the Company whenever the prevailing stock price is lower than the discounted redemption value of the underlying note. We have tested the reasonableness of the assumptions used for calculation, having regards the stock market volatility and the maturities of outstanding convertible bonds issued by the Company.
■ derivatives used by your Company are assessed pursuant to the rules contained in paragraph 2.12 of the notes to the fi nancial statements. We have checked that the implementation of a hedge accounting, as the case may be, was documented. In the other cases, we verifi ed that adequate provisions for the unrealized losses were recorded, in particular, the provision for foreign exchange losses, of which the allocation affects signifi cantly the net income of the year, as indicated in Note 3.11 to the fi nancial statement of AXA.
In addition, we have carried out the specifi c verifi cations required by law, in accordance with the professional standards applicable in France.
The Group EV of AXA is the sum of the Life & Savings EEV and the other businesses Tangible Net Asset Value (TNAV). Other businesses include Property & Casualty, Asset Management,
The following table presents an analysis of movement of AXA’s Group EV during the year 2010: (In Euro million - Group share)
compared to 27% in 2009, the decrease being driven by the higher opening value in 2010 compared to 2009.
Total return on Group EV decreased to 16% in 2010 compared to 50% in 2009. The main driver of lower return was the lower investment experience, refl ecting certain deteriorated market conditions.
Net unrealized capital gains/losses not included in IFRS shareholders’ equity 936
Life & Savings EEV is obtained by adding the Life & Savings VIF to the Life & Savings ANAV: (in Euro million - Group share) 2009 2010
combines elements which increase VIF balances from one year to the next and elements which reduce the ANAV from one year to the next. Life & Savings EEV does not include any value for future sales.
Change on a comparable basis: at constant exchange rate, methodology and scope
range of stochastic scenarios, with the present value being the Life & Savings VIF. Our major assumptions include: ■ Actuarial assumptions refl ect best estimates based on recent experience; ■ No productivity gains in the future are assumed, while a 2.0% average infl ation rate was assumed in 2010 (2.1%
(31.8% in 2009); ■ Consistent with previous years, AXA used, at end 2010, reference rates which included, where applicable, liquidity premia over the swap curves for some of its entities. In line with industry’s converging practices, AXA has adjusted the approach introduced in 2008 in its market-consistent methodology in terms of liquidity premium (calibration and allowance by products) and yield curve extrapolation for long term maturities where no suffi cient liquid data is available on the markets.
AXA’s market-consistent framework does not depend on assumed future asset returns, but rather on the reference rate described above. The Life & Savings VIF valuation depends on stochastic projections of multiple scenarios, rather than a single scenario. For comparison to traditional Embedded
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 €4,801 million is analyzed in several components: ■ Expected existing business contribution of €2,853 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; ■ Operational experience changes of €141 million is the impact of actual versus expected experience for items like mortality, expenses, lapse rates, etc.; ■ Operational assumptions changes of €1,806 million is the impact on VIF of changes in future assumptions for items like mortality, expenses, lapse rates, etc.
2010 New Business Value of Euro 1,290 million refl ects the strain (fi rst year loss) and VIF impacts described above.
Return with the Investment impacts. It represents 14% of the adjusted opening Life & Savings EEV.
Exchange rate movements impact of €2,617 million refl ects the evolution of foreign currencies versus the Euro, not taking into account the mitigating impact of the currency hedging program implemented by AXA SA.
Central Eastern Europe shares between AXA Switzerland and the Group Holding (this impact is however neutral on the
10% higher value of equity markets at start of projection 1,401 69 10% lower value of equity markets at start of projection (1,536) (70)
(a) The NBV sensitivities shown in this template assumed a shock “after sale”. It indicates how the new business written in 2010 would have been affected by an economic shock after sale but prior to year-end.
Value (EEV) information regarding the EEV and its components, the new business value, the analysis of movement in EEV and the sensitivities (hereinafter referred to as “the EEV Information”) at December 31, 2010 of the AXA Group contained in the attached document (“Embedded Value 2010 Report” hereinafter referred to as “the EV Report”).
European Embedded Value Principles and Guidance defi ned by the European Insurance CFO Forum; ■ a review of the consistency of the methodology used and implemented by management with that described in the EV Report; ■ a review of the internal consistency of the economic assumptions and of their consistency with observable market data; ■ a review of the consistency of the operational assumptions with regard to past, current and expected future experience.
■ a review of the testing performed by Towers Watson on the underlying models used to calculate the EEV Information; ■ checking by review and reconciliation the consistency of the EEV Information with the methodology and assumptions in the EV
■ we note that, due to the uncertain nature of estimation, actual outcomes can differ, perhaps signifi cantly, from those expected in the EEV Information. We express no conclusion relating to the possibility of such outcomes.
Based on our work, we have no observations regarding: ■ the compliance of the results of the EEV information at December 31, 2010 that AXA Group presented in the EV Report with the
AXA Group’s market consistent methodology and assumptions adopted by management and described in the EV Report which are consistent with the European Insurance CFO Forum EEV Principles and Guidance; ■ the consistency of accounting information used with the AXA Group consolidated fi nancial statements at December 31, 2010, on which we expect to issue our audit report on the 17 March 2011.
Earnings appropriation for the fi scal year 2010 and declaration of a dividend of €0.69 per share
Authorization granted to the Board of Directors to purchase ordinary shares of the Company
Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital of the Company by issuing ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, with preferential subscription rights of the Shareholders
Modifi cation of the Bylaws regarding the notifi cation, by electronic means, of the appointment and revocation of the shareholder representative during General Shareholders’
To the shareholders of AXA: We have convened you to this Ordinary and Extraordinary
Shareholders’ Meeting to submit a number of resolutions for your consideration pertaining to the: ■ approval of the parent Company and consolidated fi nancial statements of AXA for the year ended December 31, 2010 and determination of the dividend (I); ■ approval of a regulated agreement (II); ■ re-appointment of two members of the Board of Directors and appointment of a new member (III); ■ renewal of the authorizations granted to the Board of
Directors in order to increase the share capital (V); ■ renewal of the authorizations granted to the Board of
Directors in order to issue securities with no claim to the
The fi rst items on the agenda pertain to the approval of AXA’s parent Company fi nancial statements (fi rst resolution) and consolidated fi nancial statements (second resolution). AXA’s parent Company fi nancial statements for the year ended
The purpose of the third resolution is to determine the allocation of earnings for the fi scal year 2010 which shows a loss of €488 million. It is proposed to discharge the loss by deducting it from the retained earnings which shall be reduced from an amount of €2,656,080,080.18 to an amount of €2,168,525,100.22. The distributable profi ts would therefore consist in the balance of the retained earnings, i.e. €2,168,525,100.22. The Board of Directors has further decided to propose the payment of a dividend of €0.69 per share this year, representing a global distribution of €1,600,872,613.53 which is an increase of 25% compared to the previous fi scal year, deducted from the retained earnings which shall amount to €567,652,486.69 after such distribution.
This dividend would be paid out on May 4, 2011 and the exdividend date would be April 29, 2011.
General Tax Code (Code Général des Impôts). It applies to all individuals deemed to be French residents for tax purposes and amounts to €0.28 per share. For information purposes only, it is reminded that Article 117 quater of the French General Tax
If the above-mentionned option is exercised, the fl at deduction at the source shall be completed on the date of the dividend payout.
In the fourth resolution, you are being asked to approve, based on the Statutory Auditors’ special report, the shareholders agreement entered into with the BNP Paribas Group on
AXA or BNP Paribas. In these circumstances, and pursuant to the agreement, AXA would be entitled to repurchase, partly or entirely, the outstanding shareholding of the BNP Paribas
Group in AXA on the date it exercises its repurchase option.
Reciprocally, BNP Paribas will enjoy the same repurchase option over the outstanding shareholding of the AXA Group in
Mr. Jean-Martin Folz and Mr. Giuseppe Mussari, whose terms of offi ce expire at the end of this General Shareholders’
Meeting, as members of the Board of Directors, for a fouryear term, pursuant to Article 10 of the Company’s Bylaws.
General Shareholders’ Meeting; the Board of Directors, upon recommendation of the Ethics & Governance Committee, has decided to propose the appointment of Mr. Marcus Schenck to replace him, for a period of four years, pursuant to Article 10 of the Company’s Bylaws; his term of offi ce would expire at the end of the General Shareholders’ Meeting called in 2015 to approve the fi nancial statements of the preceding fi scal year. Mr. Marcus Schenck’s candidacy was selected due to his fi nancial knowledge and experience. Mr. Schenck has been a member of the Management Board and Chief Financial Offi cer of E.ON AG (Germany) since 2006 after spending nine years at
IV – Authorizations enabling the Company to buy its own shares and, as the case may be, to cancel these shares
The Board of Directors requests that shareholders once again authorize it to purchase up to 10% of the Company’s outstanding share capital, or 5% of the total number of shares constituting the share capital in the case of shares acquired by the Company for the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution.
AXA Group, (ii) granting free shares to some or all former or present employees, executive offi cers and general insurance agents enrolled in a company savings plan sponsored by the
Board of Directors is duly authorized by the shareholders, in 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 operations admissible by the laws and regulations in force, provided that the shareholders are informed beforehand, by any means admitted by the regulations, in the event the Board of
Company’s share capital through the cancellation, in one or several times, of the shares acquired by the Company by virtue of 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 resolution replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 29, 2010, under the fourteenth resolution.
Pursuant to the regulatory provisions pertaining to capital increases, the Board of Directors reported on the business of the Company in 2010 and since the beginning of the 2011 fi scal year in the management report presented to your
Meeting. This Report is included in the 2010 Annual Report fi led with the AMF (Autorité des marchés financiers) and is made available in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.com).
The shareholders, at their Meeting of April 29, 2010, transferred to the Board of Directors the fi nancial authorizations previously granted to the Management Board allowing it to increase the share capital. These authorizations are to expire on June 30, 2011.
(tenth resolution); ■ €1 billion in nominal value which corresponds to, for reference purpose only, approximately 19% of the share capital as of
(issue of ordinary shares or securities with a claim on ordinary shares without preferential subscription rights of the shareholders, respectively in the context of public offerings and private placements) and the fi fteenth to the seventeenth resolutions (issue of share in the event of a public exchange offer initiated by the Company, in exchange for contributions in kind up to the limit of 10% of the share
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 capital, outside the event of a public exchange offer or as a result of the issue of securities giving a claim to AXA’s share capital by subsidiaries of the Company) and (ii) it is deducted from the upper limit of €2 billion that is provided for in the event of a capital increase with preferential subscription rights of shareholders.
The upper limits of capital increases specifi ed in the resolutions shall be appraised without taking into account the additional amount of ordinary shares to be issued in order to safeguard, as required by law and applicable contractual terms providing for other cases of adjustment, the rights of owners of securities or other rights giving a claim to the share capital of your Company.
Shareholders’ Meeting, the Board of Directors will have the necessary powers to set the terms and conditions of the securities issue, record the completion of the capital increases and amend the Company’s Bylaws accordingly.
Auditors’ special report, will subsequently be made available at the Company’s registered offi ce and then presented at the following Ordinary General Shareholders’ Meeting.
Issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its Subsidiaries, with preferential subscription rights (resolution 10)
The securities giving a claim to ordinary shares of the Company or a subsidiary to be 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 total nominal amount of the debt instruments that may be issued by virtue of this resolution shall not exceed €6 billion on the date of the decision to issue, provided that this upper limit is separate and distinct from the amount of the securities giving rights to the allotment of debt instruments to be issued pursuant to the eighteenth resolution submitted to this
Issue of ordinary shares or securities giving a claim to ordinary shares of the Company or one of its subsidiaries, without preferential subscription rights (resolutions 11, 12 and 13)
The total nominal amount of the capital increases that may be carried out by virtue of the twelfth resolution may not exceed €1 billion, provided that this upper limit does not exceed the cap set by law (currently 20% of the share capital annually) and shall be deducted from the upper limit of €1 billion established in the eleventh resolution and the upper limit of €2 billion set by the tenth resolution.
Meeting, as well as from the amount of the debt instruments issued upon decision or authorization of the Board of Directors in accordance with Article L.228-40 of the French Commercial
The Board of Directors may grant shareholders a priority right to subscribe to shares as of right and/or on the basis of their exact rights in accordance with applicable laws and regulations.
The issue price of the securities issued pursuant to the eleventh and twelfth resolution will be established in accordance with the laws and regulations in force at the time of the issue.
Authorization for the purpose of increasing the amount of the initial issue of shares or securities, with or without preferential subscription rights (resolution 14)
In the fourteenth resolution, the Board of Directors also requests from your General Shareholders’ Meeting, pursuant to the provisions of Article L.225-135-1 of the French
Directors, being deducted from the respective upper limits of the tenth to the thirteenth and the seventeenth resolutions, may not, under any circumstances, result in an increase in the upper limits set forth hereinbefore.
Company with the prior approval of the Board of Directors of the Company.
In the eighteenth resolution, the Board of Directors requests from the General Shareholders’ Meeting a delegation of authority, with the right to sub-delegate as provided by law, to issue securities granting a right to debt instruments and that do not result in an increase in the Company’s share capital, up to a maximum nominal amount of €2 billion, which is separate and distinct from the debt instruments to be issued pursuant to the tenth to the sixteenth resolutions or in accordance with Article L.228-40 of the French Commercial Code. This authorization covers the allotment of securities that are not mentioned in the tenth to the sixteenth resolutions and correspond to securities granting rights to the allotment of debt instruments such as, for example, bonds with warrants.
VII – Delegations of power granted to the Board of Directors for the purpose of issuing ordinary shares or securities giving a claim to ordinary shares of the Company in the context of a Company savings plan
Articles L.3332-1 et seq of the French Labor Code, ordinary shares or securities giving a claim to the Company’s ordinary shares reserved for current or former employees, executive offi cers and general insurance agents of the Company or the
The issue price of the shares to be issued in accordance with applicable law shall not be more than 20% lower than the average quoted price of AXA shares on NYSE Euronext
Additional information on the use by the Board of Directors of the authorization to issue shares or securities giving claims to the Company’s share capital in the context of
Shareholders’ Meeting of April 29, 2010 are presented in section 2.2 herein “Full disclosure on executive compensation and share ownership” (Employee Shareholding) and in
AMF (Autorité des marchés financiers) and which is made available in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.com).
Articles L.3344-1 and L.3344-2 of the French Labor Code and incorporated outside of France; (ii) and/or mutual funds or other company savings plans invested in securities in the
Company, as a legal entity or otherwise, whose shareholders or unit holders are the persons described in (i) of this paragraph; (iii) and/or any bank or any entity held by a bank which, at the Company’s request, participates in the implementation of a structured offer for the persons mentioned in (i) of this paragraph.
The issue price of the new shares to be issued under the twentieth resolution shall not be higher nor more than 20%
In the twentieth resolution, we also submit to the approval of the Shareholders the AXA Financial stock plan, operated by this entity of the Group in the United States, pursuant to which existing AXA shares are purchased from the market and offered to employees and agents of AXA Financial and other participating U.S. subsidiaries. AXA’s U.S. subsidiaries have operated similar plans for many years. Following our deregistration from the U.S. Securities and Exchange
In the event the Board of Directors would use the delegations of power described above, the Board of Directors and the
Statutory Auditors shall establish supplementary reports, in accordance with applicable law
Pursuant to the provisions of Articles L.225-197-1 et seq of the French Commercial Code, you are asked to authorize the
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 entity, generally in relation with its contribution to the Group earnings as for the previous fi scal year. The allotments fi nally granted are decided by the Board of Directors for each benefi ciary according to the following criteria: the importance of the position, the importance of the individual in his or her position, his or her development in the future, i.e. his or her potential and the quality of the individual contribution. The
Board of Directors also determines the number of shares granted to each benefi ciary in consideration of an analysis of the plans implemented by other companies in the same sector of activity and the practices in each country.
Board of Directors’ decision to grant such shares, provided that this limit is set independently of the upper limit set in the resolution concerning the subscription and purchase options
Directors proposes that the total number of shares to be granted each year under this authorization to the executive offi cers of the Company may not exceed 10% of the total number of shares allocated to all of the benefi ciaries during the same fi scal year by the Board of Directors under this authorization.
(executive offi cers or employees), is to subject the defi nitive allotment of all of the shares (1) to the effective presence of the benefi ciary in the Group at the expiration of the acquisition period and (2) to the satisfaction of collective performance conditions measuring, within the acquisition period, both the
(ii) for the AXA Group performance, to net income per share.
In accordance with the law, the Board of Directors will resolve either that shares granted to eligible executive offi cers under this authorization may not be assigned prior to the expiration of their term of offi ce, or set the number of shares that must be held by them until the expiration of their term.
This authorization replaces and renders null and void the unused portions of the authorization granted by the shareholders at their Meeting of April 22, 2008, concerning the free allotment of shares of the Company.
A report established by the Board of Directors will inform the shareholders annually at a General Shareholders’ Meeting of all allotments of performance shares made under this resolution.
For further information on AXA’s policy relative to the allotment of performance shares, you may also consult Part 2.2 “Full disclosure on executive compensation and share ownership”
Commercial Code, we are asking you to authorize the Board of Directors, for a period of thirty-eight months from the date of this General Shareholders’ Meeting, to grant to employees and eligible executive offi cers of the AXA Group options giving the right to subscribe to newly issued shares of the
The purpose of the allotment of the subscription options or purchase options is to encourage the benefi ciaries of such options in the development of the Group, by allowing them to benefi t from any increase in the value of the shares to which their options grant them a claim. The attribution criteria for such options generally retained by the Company are the same as the criteria described hereinabove for the allotment of performance shares.
The terms and conditions proposed by the Board of Directors for the establishment of the subscription or purchase price of the shares acquired by the exercise of the subscription or stock options are set forth below.
Commercial Code, the exercise of the options for as long as the benefi ciaries hold their positions, the deadline for exercise shall not expire before a minimum period of six months starting
The options granted by virtue of this authorization may not give any rights to subscribe or purchase a total number of shares greater than 2% of the number of shares constituting the Company’s share capital on the date of allotment of the options by the Board of Directors, provided that this upper limit is independent of the upper limit set by the resolution concerning the allotment of shares (twenty-second and twenty-third resolutions) and the upper limits of the other fi nancial authorizations proposed to this General Shareholders’
EuroStoxx Insurance index. Such condition was assessed either as from the date of allotment of the options, or over the prior three years. This same performance objective is also applicable to one third of the options granted to any benefi ciary receiving at least 5,000 options and to the aggregate options granted to the members of the Management Committee.
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, concerning the granting of subscription or purchase options.
For further information on AXA’s policy with regards to the allotment of performance shares, you may also consult
IX – Authorization granted to the Board of Directors to grant free shares to all employees of the AXA Group
Shareholders’ Meeting, would consist in granting an identical number of AXA shares to all Group employees, in France and abroad. However, in all countries where the legal or tax regime applicable to free allotments of shares is not advantageous, the Board of Directors would reserve the right to implement a different form of employee savings plan for the employees in such countries.
The total number of shares granted by virtue of this authorization shall not be higher than 0.4% of the number of shares composing the Company’s share capital on the date the allotment is decided by the Board of Directors, provided that this limit is independent of the 1% and 2% limits respectively set in the twenty-second and twenty-fi rst resolutions and the upper limits of the other fi nancial authorizations proposed to this General Shareholders’ Meeting.
This allotment could be carried as from 2012, upon decision of the Board of Directors. Each benefi ciary would then receive an identical number of AXA shares. Half of these shares would be granted subject to the prior attainment of a performance objective (for example underlying earnings per share or customer scope index).
At the expiration of the acquisition period (two years or four years, depending on the country), the shares must be held for an additional period of two years for employees subject to an acquisition period of two years but will be immediately available for transfer or sale for those employees subject to a minimum acquisition period of four years.
In any case, the employees, in France and abroad, may freely sell or transfer their shares after the expiration of a minimum period of four years from the date of allotment by the Board of Directors.
X – Modifi cation of the Bylaws regarding the notifi cation, by electronic means, of the appointment and revocation of the shareholder representative during General Shareholders’ Meetings
June 9, 2010, on the principle and the timetable for a new increase in the capital of the Company through the issue of a maximum of 65,502,183 shares of the Company reserved for the employees of the French and foreign entities of the
In compliance with the authorization, pursuant to the provisions of Articles L.225-129 et seq, L.225-138 I and II and L.225-1381 of the French Commercial Code and articles L.3332-1 et seq of the French Labor Code, granted to the Board of Directors by the twelfth resolution of the General Shareholders’ Meeting of the Company on April 29, 2010 and the delegation of powers granted to me by the Board of Directors in its meeting on June 9, 2010 with the agreement of the Chief Executive
Offi cer, I, the undersigned have applied such authorization to establish in my decision of October 28, 2010 the defi nitive terms and conditions to be applied to this operation.
Board of Directors for a period of 18 months from the date of such Meeting to increase the share capital, in one or several offerings, at its sole discretion, through the issue of shares reserved to (i) present or former employees, corporate offi cers and general insurance agents enrolled in the Employee Stock
France, (hereafter collectively referred to as the “Employees”), limited to a maximum nominal amount of €150 million.
The authorization by the General Shareholders’ Meeting as set forth above shall be carried out with the preferential subscription rights of the shareholders being waived in favor of the employees of the Group enrolled in an employee savings plan for shares or securities to be issued and with a waiver of their preferential subscription rights to those shares to which the securities issued may grant rights.
In the context of the investment leverage formula, the holders of
FCPE units will be the benefi ciaries of a mechanism that allows them to limit their personal contribution for the subscription of shares to 10% of the subscription price for such shares. Under a swap agreement entered into by the FCPE, the net asset value of their units at the time of liquidation at the term of the
Compartment A of Euronext Paris, over the 20-day trading period ending on the last trading day prior to the decision by the Deputy Chief Executive Offi cer setting the dates for the retraction/subscription period; ■ for the investment leverage formula, 83.29% of the arithmetical average of the opening price for AXA shares traded on Compartment A of Euronext Paris, over the 20day trading period ending on the last trading day prior to the decision by the Deputy Chief Executive Offi cer setting the dates for the retraction/subscription period.
(inclusive) is €13.22, after rounding up to the nearest eurocent (hereinafter the “Reference Price”); 2. decide that, for the traditional formula, the unit subscription price for new shares offered in the context of the increase in share capital reserved for Employees will be equal to €10.58, i.e. 80% of the Reference Price; 3. decide that, for the investment leverage formula, the unit subscription price for new shares offered in the context of the increase in share capital reserved for Employees will be equal to €11.01, i.e. 83.29% of the Reference Price.
■ In the event where the entire offer is subscribed to under the investment leverage formula: Interest in consolidated shareholders’ equity as of June 30, 2010 (per share)
After the issue of the maximum number of 65,502,183 new shares €20.95
Taking into account the issue price and the volume of the operation, this should not have any signifi cant effect on the share’s market value.
In compliance with the provisions of Article R.225-116 of the French Commercial Code, this report is available to the shareholders at the registered offi ce of the Company, and the shareholders will be informed of it at the next General
(1) The capital of AXA is determined based on the number of shares constituting the share capital declared by the Company to the Autorité des marchés fi nanciers (AMF) on October 6, 2010, i.e. 2,290,006,797 shares.
SPECIAL REPORT OF STATUTORY AUDITORS ON THE ISSUE OF SHARES AND/OR SECURITIES GIVING A CLAIM ON ORDINARY SHARES OR DEBT INSTRUMENTS, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
French Commercial Code, of a company in which the Company holds directly or indirectly more than half of the capital, and/or the right to an allotment of debt instruments, with preferential subscription rights (10th resolution),
• issue through public offerings, ordinary shares of the Company and/or securities giving a claim to ordinary shares of the Company or, pursuant to Article L.228-93 of the French Commercial Code, of a company in which the Company holds directly or indirectly more than half of the capital, and/or the right to an allotment of debt instruments, without preferential subscription rights and, as need be, subject to a priority right granted to the shareholders by the Board of Directors (11th resolution),
• issue, in the context of placements as set forth in section II of Article L.411-2 of the French Monetary and Financial Code, ordinary shares of the Company and/or securities giving a claim to ordinary shares of the Company or, pursuant to Article L.228-93 of the
French Commercial Code, of a company in which the Company holds directly or indirectly more than half of the capital, and/or the right to an allotment of debt instruments, without preferential subscription rights and, as need be, subject to a priority right granted to the shareholders by the Board of Directors (12th resolution),
• issue ordinary shares and/or securities giving a claim on ordinary shares of the Company and/or the right to an allotment of debt instruments, in return for the contributions in kind made to the Company in the form of shares or securities giving a claim to the capital within the limit of 10% of the share capital (16th resolution),
French Commercial Code and within the upper limits set forth in the 10th and 11th resolutions respectively.
Notwithstanding subsequent review of the fi nals terms of any issue that would be resolved, we have no matters to report concerning the methods used to set the issue price of shares to be issued, such methods being detailed in the Board of Directors’ report for the 11th, 12th, 13th and 17th resolutions.
Moreover, to the extent that this report does not specify the methods used to set the issue price of shares to be issued pursuant to the 11th, 15th and 16th resolutions, we can not express any opinion as to the choice of the calculation elements of the issue price.
This is a free translation into English of the Statutory Auditors’ report issued in French and which is provided solely for the convenience of English readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Board of Directors in order to issue securities that entitle to an allotment of debt instruments, without increase of the Company’s share capital, on which you are being asked to deliberate and vote.
We performed our work in accordance with the standards of our profession applicable in France. These standards require that we verify the contents of the Board of Directors’ report on such transaction.
In our capacity as Statutory Auditors of AXA, and in accordance with Articles L.225-135 et seq and L.228-92 of the French
Commercial Code, we hereby submit our report on the proposed capital increase without preferential subscription rights, up to a nominal amount of €150 million, by issuing ordinary shares or other securities with a claim to the share capital of the Company, reserved for current or former employees, executive offi cers and general insurance agents of your Company and affi liated companies or economic interest groups 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 Labour Code who are enrolled in AXA’s employer-sponsored Company savings plan(s), on which you are being asked to deliberate and vote.
This capital increase is being submitted to your approval pursuant to Articles L.225-129-6 of the French Commercial Code and
Commercial 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.
We performed our work in accordance with the standards of our profession applicable in France. These standards require that we verify the fairness of the information contained in the report of the Board of Directors and the fairness of the terms and conditions under which the issue price is being determined.
In our capacity as Statutory Auditors of AXA, and in accordance with the terms of our assignment pursuant to Articles L.225-135 et seq of the French Commercial Code, we hereby submit our report on the proposed increase of the share capital without preferential subscription rights, up to a maximum nominal amount of €150 million, and reserved for a category of benefi ciaries, on which you are being asked to deliberate and vote.
This capital increase is being submitted to your approval pursuant to Articles L.225-129-6 of the French Commercial Code.
We have no matter to report concerning the proposed reasons and conditions.
Code, we hereby submit this report on the grant of existing or newly issued shares of the Company to certain employees and eligible executive offi cers of the Company and its affi liated economic interest groups or companies pursuant to the conditions defi ned in
Your Board of Directors specifi es that the total number of shares freely granted may not exceed 1% of the number of shares constituting the Company’s share capital on the date the shares are granted.
The defi nitive grant of the shares will be specifi cally subject in whole to the satisfaction of the quantitative performance conditions set by the Board of Directors.
REPORT OF THE STATUTORY AUDITORS ON THE GRANT OF EXISTING OR NEWLY ISSUED SHARES TO EMPLOYEES OF THE GROUP
In our capacity as Statutory Auditors of AXA and as required under the provisions of Article L.225-197-1 of the French Commercial
Code, we hereby submit this report on the grant of existing or newly issued shares of the Company to eligible employees or executive offi cers of the Company and its affi liated economic interest groups or companies pursuant to the conditions defi ned in Article L.225197 -2 of the French Commercial Code.
Your Board of Directors specifi es that the total number of shares freely granted by virtue of this authorization may not exceed 0.4%
In our capacity as Statutory Auditors of AXA and as required under the provisions of Article L.225-209 of the French Commercial
We have no matter to report concerning the reasons and the conditions of the proposed capital reduction.
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine Cedex 92075 Paris La Défense Cedex
COMPLEMENTARY REPORT OF THE STATUTORY AUDITORS ON THE CAPITAL INCREASE, WITHOUT PREFERENTIAL RIGHTS, RESERVED FOR EMPLOYEES ENROLLED IN THE EMPLOYEE STOCK PURCHASE PLAN (PEEG) OR THE INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (PIAG)
France, as authorized by your General Shareholders’ Meeting on April 29, 2010.
June 9, 2010, the Board of Directors decided on the principle and the timetable for a new increase in the capital of the Company and decided to sub-delegate to the Deputy Chief Executive Offi cer, with the agreement of the Chief Executive Offi cer, the authority to decide of the implementation of the capital increase as well as the defi nitive terms and conditions of such transaction in accordance with the terms and timetable set by the Board of Directors.
Pursuant to this delegation, the Deputy Chief Executive Offi cer decided, on October 28, 2010 to carry out a capital increase by issuing a maximum amount of 65,502,183 shares of the Company with the following issue prices: ■ for the traditional formula, the unit subscription price will be €10.58, i.e. 80% of the arithmetical average of the opening price for
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, 2010, prepared under the responsibility of the Board of Directors in accordance with the same methods and pursuant to the same presentation as the last annual fi nancial statements. We conducted a limited review of those interim fi nancial statements in accordance with the professional standards applicable in France;
Deputy Chief Executive Offi cer; ■ 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 29, 2010 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.
Approval of the Company’s fi nancial statements for the fi scal year 2010 - parent only
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ report on the consolidated fi nancial statements,hereby approve the Company’s consolidated fi nancial statements for the fi scal year ended December 31, 2010 as presented, together with the transactions refl ected therein or referred to in the aforementioned reports.
meetings, upon recommendation of the Board of Directors, and after acknowledging that the loss of the fi scal year 2010 amount to €487,554,979.96: ■ resolve to discharge the loss of the fi scal year 2010 by deducting it from the retained earnings which shall be reduced from an amount of €2,656,080,080.18 to an amount of €2,168,525,100.22; ■ acknowledge that the distributable profi ts amount, as a consequence, to €2,168,525,100.22; ■ resolve to distribute a dividend of €1,600,872,613.53 to the shareholders drawn from the retained earnings.
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, i.e. €0.28 per share, provided that the option for a fl at deduction at source as 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 fi scal year.
For information, the following dividends per share, dividends with tax relief, and dividends without tax relief, were granted for the preceding three fi scal years: Fiscal year 2007
In the event that the Company holds certain of its own shares at the time the dividends are made available for payment, the amounts corresponding to unpaid dividends for such shares shall be appropriated to retained earnings.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary shareholders’ general meetings, and on the basis of the Statutory Auditors’ special report on regulated agreements as set forth in Article L.225-38 of the French Commercial Code, hereby approve the new agreement described therein.
Meeting called in 2015 to approve the fi nancial statements of the preceding fi scal year.
meetings, and having reviewed the Board of Directors’ report, re-appoint Mr. Giuseppe Mussari as director, for a term of four years, in accordance with Article 10 of the Company’s
Bylaws. His term will expire at the close of the Shareholders’
Shareholders’ Meeting, for a term of four years, in accordance with Article 10 of the Bylaws. His term will expire at the close of the Shareholders’ Meeting called in 2015 to approve the fi nancial statements of the preceding fi scal year.
Regulation: 1) Hereby authorize the Board of Directors, with the right to delegate as provided by applicable law, in accordance with the provisions of Articles L.225-209 et seq of the
French Commercial Code, to purchase, in one or several times and when it deems appropriate, a number of ordinary shares of the Company that may not exceed: • 10% of the total number of shares constituting the share capital, at any time whatsoever; or
• 5% of the total number of shares constituting the share capital if the shares are purchased by the Company with the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution.
These percentages are applicable to an adjusted number of shares, where appropriate, depending on the transactions that may affect the share capital after the date of this Shareholders’ Meeting.
(AMAFI) Code of Conduct approved by the AMF and entered into with an investment service provider, in accordance with market practices accepted by the
limit provided for in paragraph 1) of this resolution, the number of such repurchased shares will be equal to the purchased shares minus the number of shares resold within the duration of this resolution; b) (i) hedging stock options offered to employees or eligible executive offi cers of the Company and/
or discount, (iii) granting free shares to employees or eligible executive offi cers of the Company and/
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 c) holding the shares for the purpose of subsequent payment or exchange in the context of potential external growth transactions in accordance with market practices accepted by the AMF; d) delivering the shares upon exercise of the rights attached to securities corresponding to debt instruments granting access to the share capital through repayment, conversion, exchange, presentation of a warrant or in any other manner; e) cancelling some or all the shares, provided that the Board of Directors is duly authorized by the shareholders, under an extraordinary resolution authorizing it to reduce the capital through the cancellation of shares acquired pursuant to a share purchase program; or f) more generally, performing all other operations admissible or to be subsequently admissible, by the laws and regulations in force.
The Board of Directors may, however, in the event of transactions concerning the Company’s share capital, and in particular in case of a change in the ordinary share’s nominal value, a capital increase through capitalization of reserves followed by the issue and the free allotment of shares, a stock split or re-bundling of shares, 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 information purposes only, as of February 16, 2011, without taking into consideration the shares already held, the maximum global amount that may be allocated by the Company to the ordinary shares repurchase upon this resolution would be €8,120,368,305, corresponding to 232,010,523 ordinary shares acquired at the maximum unit price, excluding charges, of €35 determined hereinabove and on the basis of the share capital as of February 3, 2011.
4) Resolve that the acquisition, sale or transfer of these shares may be carried out and paid by all appropriate means in accordance with applicable laws and regulations, including through open market transactions or private agreements, over-the-counter and in particular through block trades, specifi cally by using options or other fi nancial derivatives or warrants, or more generally, by using securities granting rights to shares of the
5) Resolve that in the event of a public offer on Company shares, the Company may carry out its share repurchase program in accordance with Article 232-15 of the General
Regulation of the AMF, only if, on the one hand, the offer to purchase Company shares is paid for exclusively and entirely in cash and if, on the other hand, the repurchase transactions carried out pursuant to an ongoing program are consistent with the objectives set forth in points b) and d) of paragraph 2) above and are not likely to compromise the success of the offer.
All powers are thus granted to the Board of Directors, with the right to sub-delegate as provided by law, in order to implement this authorization, to specify, if need be, the terms and conditions thereof in accordance with applicable regulation and this resolution, and in particular to execute all share trading orders, enter into all agreements including for the purpose of complying with record-keeping requirements on buy and sell transactions, fi le all required disclosures with the AMF or any other organization, comply with all formal, legal and other requirements and more generally, take all necessary or appropriate measures in connection therewith.
Meeting of April 29, 2010 under its eleventh resolution, and is granted for a period of 18 months from the date of this
Delegation of authority granted to the Board of Directors for the purpose of an increase in the share capital through the capitalization of reserves, earnings or premiums
meetings, and having reviewed the Board of Directors’ report, pursuant to the provisions of Articles L.225-129, L.225-129-2 and L.225-130 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, to resolve one or several capital increases, in such amounts and at such times as it deems appropriate, through the capitalization of reserves, earnings or premiums or any other amount for which capitalization is legal, to be achieved by increasing the nominal value of existing ordinary shares and/or granting new free shares.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion, representing, for information purposes only, approximately 19% of the Company’s share capital as of
2) Resolve that the Board of Directors will have all powers, with the right to sub-delegate as provided by law, to implement this resolution, and specifi cally to: • determine the amount and nature of the sums to be capitalized,
Meeting of April 30, 2009 under its eleventh resolution. It is granted for a period of 26 months from the date of this
Company or any company of which it directly or indirectly owns more than half of the capital (a “Subsidiary”), subject to the consent of the extraordinary general shareholders’ meeting of the Subsidiary in which the rights are exercised, in the amount and at the time it considers appropriate, in euros, foreign currency or any other monetary unit established through reference to several currencies, with the shareholders’ preferential subscription rights maintained.
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. This upper limit is common to all debt instruments issued by virtue of this resolution and the eleventh to sixteenth resolutions hereinafter submitted to this Shareholders’ Meeting; it is independent from the amount of securities giving the right to an allotment of debt instruments that may be issued by virtue of the eighteenth resolution hereinafter, as well as from the amount of the debt instruments issued upon decision or authorization of the Board of Directors in accordance with Article L.228-40 of the French
3) 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 issued with respect to the securities that would be issued by virtue of this delegation.
If the issues of shares or securities defi ned above are undersubscribed by the shareholders, the Board of
Directors may implement any or all of the options, in the order it considers appropriate, granted to it by
5) Resolve that the Board of Directors shall have full powers, with the right to sub-delegate as provided by law, to implement this resolution, and specifi cally to: • determine the nature, amount and terms of each issue, as well as the securities to be issued and specifi cally determine the category of the securities issued and determine, taking into account the indications set forth in its report, their subscription price, with or without payment of a premium, the methods of paying up the securities issued, the date – even retroactive – as of which they shall earn dividends, the conditions under which the securities shall give a claim to ordinary shares of the Company or a Subsidiary, if applicable, the terms and conditions of the freely allotted securities giving a claim to shares of the Company, the conditions of their repurchase and their possible cancellation, as well as the option to suspend the exercise of the rights to be granted ordinary shares in respect of the securities to be issued,
L.228-92 and L.228-93 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, to resolve one or several capital increases, in France or abroad, in connection with public offerings through the issue, without preferential subscription right of the shareholders, of ordinary shares of the Company and/or securities giving an immediate and/or deferred claim to the capital of the Company or a company in which it directly or indirectly owns more than half of the capital (a “Subsidiary”), subject to the consent of the extraordinary general shareholders’ meetingof the Subsidiary in which the rights are exercised, in the amount and at the time it considers appropriate, in euros, foreign currency or any other monetary unit established through reference to several currencies.
The public offerings decided by virtue of this resolution, may be carried out in one or more offerings issued simultaneously with offers such as those described in paragraph II of Article L.411-2 of the French Monetary and Financial Code, in application of the twelfth resolution submitted to this General Shareholders’ Meeting.
4) Resolve that the Board of Directors may grant shareholders a priority right to subscribe to 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 any 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.
6) Resolve that the issue price of the ordinary shares or securities to be issued by virtue of this resolution shall be at least equal to the minimum set forth by applicable laws and regulations.
• determine when the securities issued may consist in debt instruments or be combined with debt instruments, whether or not they shall have a term date, and 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 accordance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment,
• ratify the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, and carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues.
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 or any other monetary unit established through reference to several currencies.
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed €1 billion, provided that, fi rstly, this amount may not be greater than the maximum amount set by law, and secondly, this limit is common with the cap set in paragraph 1) of the eleventh resolution hereinabove and is deducted from such amount, and thirdly that the total nominal amount of capital increases that may be carried out by virtue of this resolution, the tenth and eleventh resolutions and the thirteenth to the seventeenth resolutions submitted to this General Shareholders’ Meeting may not exceed the global cap of €2 billion set in paragraph 1)
The nominal amount of the debt instruments that may be issued by virtue of this delegation shall not exceed €6 billion, or the equivalent amount in another currency or any other monetary unit established by reference to several currencies. This amount shall be deducted from the upper limit set forth in paragraph 2) of the tenth resolution. These debt instruments shall have the same forms and characteristics as those referred to in the tenth resolution hereinabove.
7) Resolve that the Board of Directors shall have full powers, with the right to sub-delegate as provided by law, to implement this resolution, and specifi cally to: • determine the nature, amount and terms of each issue, as well as the securities to be issued and specifi cally determine the category of the securities, taking into account the indications set forth in its report, their subscription price, with or without payment of a premium, the methods of paying up the issued securities, the date – even retroactive – as of which they shall earn dividends, the conditions under which the securities shall give a claim to ordinary shares of the
Company or a Subsidiary, if applicable, the conditions of their repurchase and their possible cancellation, as well as the option to suspend the exercise of the rights to be granted ordinary shares in respect of the securities to be issued,
• duly note the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, and carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues.
Authorization granted to the Board of Directors in the event of an issue of shares through public offering or private placement without preferential subscription rights, to set the issue price under the conditions defi ned by the General Shareholders Meeting, up to a maximum of 10% of the share capital
meetings, and having reviewed the Board of Directors and the Statutory Auditors’ special report and pursuant to the provisions of Article L.225-136 of the French Commercial
Auditors, setting out the defi nitive conditions of the transaction and providing the assessment methods and tools used to evaluate the impact of the transaction on the situation of the shareholder.
The shareholders, having fulfi lled the quorum and majority requirements pertaining to extraordinary general shareholders’
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 fi fteenth resolution. It is granted for a period of 26 months, starting from the date of this Meeting.
L.228-91 and L.228-92 of the French Commercial Code, 1) Authorize to the Board of Directors, with the right to subdelegate, as provided by law, to resolve one or several offerings, of the issue of ordinary shares of the Company and/or securities giving an immediate and/or deferred claim, by any means, to the capital of the Company, in return for securities tendered during a securities public exchange offer initiated by the Company, in France or abroad, in accordance with local regulations, for securities of another company listed on one of the regulated markets referred to in Article L.225-148 of the
3) Duly note that this delegation entails the express waiver by the shareholders of their preferential rights to subscribe to the ordinary shares of the Company and the shares to which the securities issued by virtue of this delegation may give a claim.
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of Articles L.225-129 to L.225-129-6 and L.225147 of the French Commercial Code, 1) Authorize the Board of Directors, with the right to subdelegate as provided by law, to resolve, based on the
Statutory Auditor’s report, in one or several offerings, of the issue of ordinary shares of the Company and/or securities giving an immediate and/or deferred claim by any means, to the capital of the Company, in return for the contributions in kind made to the Company in the form of shares or securities giving a claim in the capital, where the provisions of Article L.225-148 of the French Commercial
The total nominal amount of capital increases that may be carried out by virtue of this delegation shall not exceed, in addition to the legal limit of 10% of the share capital, €1 billion, provided that, on the one hand this upper limit is to be deducted from the upper limit referred to in paragraph 1) of the eleventh resolution herein, and on the other hand the total nominal amount of capital increases carried out by virtue of this resolution, the tenth to the fi fteenth resolutions and the seventeenth resolution do not exceed a total amount capped at €2 billion as set in paragraph 1) of the tenth resolution hereinabove. The nominal value of additional shares 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.
3) Resolve to waive the preferential subscription rights of shareholders with respect to the ordinary shares and securities issued by virtue of this resolution, in favor of the owners of the shares or securities tendered as contributions in kind, and duly note that this delegation entails the express waiver by the shareholders of their preferential right to subscribe to the Company’s ordinary shares which may be granted with respect to the securities to be issued by virtue of this delegation.
4) Resolve that the Board of Directors shall have full powers, with the right to sub-delegate as provided by law, to implement this resolution, and specifi cally to: • approve the assessment of the contributions on the basis of the report of the independent auditors responsible for assessing contributions in kind and the granting of any specifi c privileges as referred to in subparagraphs 1 and 2 of Article L.225-147 of the
or, where appropriate, securities giving an immediate and/ or deferred claim to the shares of the Company; • charge, on the share premium(s), if need be, all expenses related to the completion of the capital increase, as well as all sums required in order to bring the legal reserve to one-tenth of the new share capital after each issue; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in accordance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • ratify the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, and carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues.
Delegation of authority granted to the Board of Directors for the purpose of issuing ordinary shares as a result of an issue by subsidiaries of the Company of securities giving a claim to the Company’s ordinary shares
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 or abroad.
Subsidiary 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 or to be paid to the
2) Duly note that the shareholders of the Company shall not have any preferential subscription rights to the securities described above issued by the Subsidiaries nor to the ordinary shares of the Company to which such securities may give a claim.
Company, in accordance with the laws and regulations, and if applicable, the contractual stipulations providing for other cases of adjustment; • charge, on the share premium(s), if need be, all expenses related to the capital increase, as well as all sums required in order to bring the legal reserve to onetenth of the new share capital after each issue; • take all necessary measures and enter into all agreements, especially in order to ensure the furtherance of all issues, in accordance with all applicable laws and regulations in France and, where appropriate, abroad; • ratify the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, and carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues
Delegation of authority granted to the Board of Directors for the purpose of issuing securities which give rights to an allotment of debt instruments, without an increase of the Company’s share capital
2) Resolve that the Board of Directors will have all powers, with the right to sub-delegate as provided by law, to give effect to this resolution, and specifi cally to: • carry out the said issues up to the aforementioned maximum nominal amount, and determine the date, type, amounts and currency of such issues; • determine the characteristics of the securities to be issued as well as the debt instruments to which the said securities would give claim to, in particular, the nominal value, the date – even retroactive – as of which they shall earn dividends, the issue price with, if applicable, an issue premium, the fi xed and/or variable interest rates, and the redemption date, or, for variable rate securities, the methods for determining the interest rates and the conditions of capitalization of the interests; • determine, in function of market conditions, the terms of amortization and/or early redemption of the securities to be issued as well as of the debt instruments to which such securities would give a claim, with, as the case may be, a fi xed or variable premium, or even the repurchase by the Company; • if appropriate, to decide to confer a guarantee or warranties to the securities to be issued as well as any debt instruments to which such securities would give a claim, as required, and determine their type and characteristics; • generally, determine all terms and conditions for each issue, enter into all agreements with banks and other organisations, take all necessary measures and comply with all formal, legal and other requirements in furtherance of the issues.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 30, 2009, under the nineteenth resolution. It is granted for a period of 26 months, starting from the date of this Shareholders’ Meeting.
Delegation of power granted to the Board of Directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving a claim to the Company’s ordinary shares, reserved for employees enrolled in the employer-sponsored Company savings plan
AXA’s or the AXA Group employer-sponsored company savings plan(s). The issue of shares may be paid in cash or through the capitalization of reserves, earnings or premiums in case of free allotment of shares or securities giving a claim to the capital as a grant and/or discount.
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
Notwithstanding the above, the shareholders expressly authorize the Board of Directors to reduce or suppress the aforementioned discount, as it deems appropriate, in particular in order to take into consideration the new international accounting standards, or, inter alia, locally applicable legal, accounting, tax or social provisions. The
4) Authorize the Board of Directors to freely grant ordinary shares or securities giving an immediate or deferred claim to the Company’s share capital, provided that the total benefi t resulting from this grant (“abondement”) and/ or the discount may not exceed the applicable legal or regulatory limits.
Delegation of power granted to the Board of Directors for the purpose of increasing the share capital of the Company by issuing ordinary shares, without preferential subscription rights, in favor of a specifi c category of benefi ciaries
French Commercial Code, 1) Decide on the principle of the capital increase and delegate to the Board of Directors, with the right to subdelegate as provided by law, the power to increase the share capital of the Company, in one or several times, by issuing ordinary shares, within the limit of a nominal amount of €150 million, which issues are reserved for the category of benefi ciaries defi ned hereinafter, provided that this limit is common to the capital increases that may be carried out pursuant to this resolution and the nineteenth resolution hereinabove, but is separate and distinct from the upper limits of the capital increases resulting from the issues of ordinary shares or securities giving a claim to the share capital authorized by the other resolutions submitted to this Shareholders’ Meeting.
Company, as a legal entity or otherwise, for the persons mentioned in (i) of this paragraph, (iii) and/or any bank or any entity held by such bank, which, at the request of the Company, participates in the implementation of a structured offer to the persons mentioned in (i) of this paragraph. This structured offer shall be similar, in terms of economic profi le, to the offer available to other employees and executive offi cers of the Company or its affi liated companies or economic interest groups as defi ned by Article L.225-180 of the French Commercial
Labor Code carried out, in particular by virtue of a capital increase carried out pursuant to the nineteenth resolution submitted to this Shareholders’ Meeting.
3) Hereby approve the AXA Financial Stock Purchase Plan, implemented by AXA Financial, Inc. for the benefi t of the employees and/or agents of AXA Financial, Inc. and participating US affi liates, through which such persons may acquire existing AXA shares.
lower than an average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors sets the opening date of the subscription to a capital increase reserved to a benefi ciary included in the category defi ned hereinbefore, provided that the structured offer referred to in paragraph (iii) of point 2) of this resolution would not be established concurrently to a capital increase carried out by virtue of the nineteenth resolution adopted by this
• charge, on the share premium(s), if need be, all expenses related to the capital increases, as well as all sums required in order to bring the legal reserve to one-tenth of the new share capital after each increase,
• ratify the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues.
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, 1) Authorize the Board of Directors, pursuant to
4) Resolve that the Board of Directors shall determine, on the day it grants the option, the subscription price or purchase price of the shares within the limits and pursuant to the terms set by law, provided that this price shall not be less than the average quoted price of the Company’s share on NYSE Euronext Paris over the twenty trading sessions preceding the date on which the options were granted.
For the effective duration of the options granted, their price may not be modifi ed, except if the Company carries out fi nancial or securities transactions for which the law requires the Company to take the measures necessary for the safeguard of the rights of the benefi ciaries of the options. In such event, the Board of Directors will take all legal measures necessary to take into account the impact of the transaction(s) so made and may elect to temporarily waive, where appropriate, the right to exercise the options in the event of a fi nancial transaction resulting in an adjustment in accordance with Article L.225-181 subparagraph 2 of the French Commercial Code or any other fi nancial transaction in the context of which it considers it appropriate to waive such right.
5) Duly note that this authorization entails the express waiver by the shareholders of their preferential subscription rights on the shares of the Company which will be issued as a consequence of the exercise of the subscription options.
8) Grants to the Board of Directors, with the right to subdelegate as provided by law, all powers to implement this resolution, within the restrictions set forth above, and specifi cally to: • determine the form of the options allocated (subscription options or purchase options),
• charge, if need be, on the share premiums all expenses in connection with the capital increases as well as all sums required in order to bring the legal reserve to onetenth of the new share capital after each issue,
• 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, and amend the Bylaws accordingly, and more generally, do all that is necessary.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their Meeting of April 22, 2008, under the seventeenth resolution. It is granted for a period of 38 months, starting from the date of this Shareholders’ Meeting.
Authorization granted to the Board of Directors to grant performance shares to employees and eligible executive offi cers of the AXA Group
3) Resolve that the free shares granted to the executive offi cers of the Company by virtue of this authorization may not represent more than 10% of the aggregate shares allocated during each fi scal year by the Board of
(ii) at the expiration of a minimum acquisition period of two years.
6) Duly note that this authorization automatically entails in favor of the benefi ciaries of freely allotted shares a waiver by the shareholders of (i) their preferential subscription right to any shares that are issued for free grant by virtue of this resolution, (ii) any part of the reserves, profi ts or premiums which will be capitalized for the purpose of this grant and of (iii) any right on the existing shares freely granted. The corresponding capital increase shall be considered defi nitely completed by sole virtue of the defi nitive granting of the freely allotted shares to their benefi ciaries.
• if the Board of Directors decides, during the acquisition period, where appropriate, to make any adjustments to the number of shares so allocated in function of any transactions involving the capital of the Company, so as to safeguard the rights of the benefi ciaries, provided that the shares attributed in application of these adjustments are considered as having been allocated on the same date as the shares that were initially allocated,
• and more generally duly note the defi nitive dates of allotment of the shares and the dates as of which the shares may be freely assigned pursuant to applicable legal restrictions, enter into any agreement, establish any document or record, carry out all necessary formalities and declarations with any organisms and do all that is otherwise necessary.
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report: 1) Authorize the Board of Directors, pursuant to
2) Resolve that the total number of shares freely granted by virtue of this authorization may not exceed 0.4% of the number of shares constituting the Company’s share capital on the date of the decision to allocate such by the
Board of Directors, provided that this maximum amount is set without taking into account the number of shares to be issued, where appropriate, under the adjustments to be made to safeguard any rights of the benefi ciaries of the free allocation of the shares.
These shares will be subject to a minimum holding of two years at least, which will begin on the date of their defi nitive grant. However, this holding obligation may be reduced or eliminated by the Board of Directors for shares for which the minimum acquisition period is set at four years.
The defi nitive allocation of the shares and the right to freely transfer such shall be considered as acquired for the benefi ciary if such benefi ciary qualifi es as disabled pursuant to Article L.225-197-1 of the French Commercial
4) Duly note that this authorization automatically entails in favor of the benefi ciaries of freely allotted shares a waiver by the shareholders of (i) their preferential subscription right to any shares that are issued for free grant by virtue of this resolution, (ii) any part of the reserves, profi ts or premiums which will be capitalized for the purpose of this grant and of (iii) any right on the existing shares freely granted.
The corresponding capital increase shall be considered defi nitely completed by sole virtue of the defi nitive granting of the freely allotted shares to their benefi ciaries.
• determine the dates and the terms of allocation of the shares, and in particular the period at the expiration of which the allocations will be defi nitive and, where appropriate, the holding period for each benefi ciary,
• determine the conditions and, where appropriate, the criteria for allocation of the shares,
• determine if the freely allocated shares are shares to be issued or existing shares and, in the event of newly issued shares, increase the capital through capitalization of reserves, earnings or premiums, determine the nature and the amounts of the reserves, earnings or premiums to be capitalized for the purpose of paying in such shares, charge, on the share premium(s), if need be, all expenses related to such capital increases, as well as all sums required in order to bring the legal reserve to onetenth of the new share capital after each increase, ratify the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, and
• if the Board of Directors decides to do so, during the acquisition period, where appropriate, make any adjustments to the number of shares so allocated in function of any transactions involving the capital of the Company, so as to safeguard the rights of the benefi ciaries, provided that the shares attributed in application of these adjustments are considered having been allocated on the same date as the shares that were initially allocated,
meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of Article L.225-209 of the French Commercial
Article L.225-209 of the French Commercial Code, up to a maximum amount of 10% of the Company’s share capital for any 24-month period, provided that such 10%
limit applies to an adjusted number of shares, where appropriate, in function of the transactions affecting the share capital subsequent to this Shareholders’ Meeting, and to reduce the share capital accordingly.
2) Resolve that the Board of Directors will have all powers, with the right to sub-delegate as provided by law, to implement this resolution and specifi cally to: • establish the defi nitive amount of such capital reduction(s), determine the terms and conditions of such reduction(s), and duly record such reduction(s),
Modifi cation of the Bylaws regarding the notifi cation, by electronic means, of the appointment and revocation of the shareholder representative during General Shareholders’ Meetings
meetings, having reviewed the Board of Directors’ report decide to modify the provisions of Article 23 “Shareholders’
Meetings” of the Bylaws, in order to comply with the new regulatory provisions regarding the notifi cation, by electronic means, of the appointment and revocation of the shareholder representative during General Shareholders’ Meetings resulting from Decree n° 2010-684 dated June 23, 2010 regarding shareholder rights in listed companies. As a consequence, paragraph 4 and 5 of Article 23 of the Bylaws drafted as follows: “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 Board of Directors published in the notice of meeting.
APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 27, 2011 in paper or in electronic form, subject to approval by the Board of Directors published in the notice of meeting. The proxy forms may be transferred either in paper or in electronic form before the Shareholders’ Meetings.
The online completion and signature of these forms could be done directly on the secured website that has been set up to centralize the management of Shareholders’ Meetings, via a secure username (log-in) and password system, compliant with the fi rst sentence of the second point of Article 1316-4 of the French Civil Code (Code Civil), if the Board of Directors so decides at the time of the notice of meeting. The proxy or voting forms completed electronically prior to the meeting, as well as the acknowledgement of receipt that will be given in reply, will be considered as irrevocable and opposable written proofs. The proxy is however revocable in the same conditions as the ones requested for the appointment of the shareholder representative. In the event shares are sold or otherwise legally transferred before the third business day preceding the
The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general shareholders’
Elected on April 29, 2010 – Term expires at the 2011 Shareholders’ Meeting
Mr. Jean-Martin Folz is a graduate of the École Polytechnique et ingénieur des Mines. Between 1975 and 1978, he has held various French government cabinet positions, 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.
Mr. Jean-Martin Folz joined PSA Peugeot Citroën in 1995 and became Chairman of the Management Board in 1997. He left
PSA in February 2007. From June 2007 to March 2010, he was
Number of AXA shares held as of December 31, 2010: 7,326
Member of the Management Board and Chief Financial Offi cer of E.ON AG (Germany)
AG (Germany) in charge of accounting, controlling, fi nance, risk, taxes and M&A and is also a member of the Management
Report”) and on the AXA Group’s website (www.axa.com), in particular in the “Corporate Responsibility” section. The Activity
Responsibility Offi cers charged with a broad CR mandate; the defi nition of a CR key performance indicator which enables precise tracking of local and Group CR “maturity” on multiple
theme, with the creation of a Group partnership with a non-profi t organisation on risk education for disadvantaged populations ; and engaging 10 000 employees across the Group in an online
AXA strives to be a responsible employer, placing employee engagement at the heart of its business strategy. Achieving this means creating a workplace built on AXA’s values that fosters diversity and equal opportunities for all, promotes employee participation, encourages professional development, and supports employee well-being.
However the number of FTEs (Full Time Equivalent) has increased by 1.5%. Progress has been made on employee retention: the global turnover rate went down from 24.8%
in 2009 to 21.6% in 2010. The turnover rate of the salaried sales forces has decreased by 18 points (77.6% in 2009 vs.
in 2010 was: 59% in Europe (vs. 60% in 2009), 26% in Asia
The average age of employees remains stable at 39.6 years and the average length of service stays at 10.3 years. Both are higher in Europe (41.8 years/13.6 years) and in the Americas
AXA due to an activity or job transfer to an external company without losing their position).
Temporary employment was in line with the overall job market trend, with an increase mainly related to India (+366 average
Effective labour-management communications and social dialog pave the way for the stability needed to implement the Group’s development strategy. Such communications with staff or their representatives are therefore organized and conducted by each Group company on a regular basis. AXA
also has set up a European Works Council (EWC), whose extensive role goes beyond the regulatory requirements in force. The EWC is made up of staff representatives from
AXA’s largest European subsidiaries, who meet in order to receive and exchange information on the social, strategic and economic issues that concern the Group, and maintain an ongoing dialog between employees and management.
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.
The introductory section of the Group EWC agreement is based on a number of international benchmark documents, such as the UN’s Declaration of Human Rights and the International
Labour Organization’s standards, as well as AXA’s own set of core values and commitments.
In 2011, AXA will launch “Mobility@AXA”, its new “job posting” system. The deployment of this new platform will be progressive in the next few years to become a shared platform for all AXA entities worldwide.
program to improve work-life fl exibility and enhance employee engagement. AXA Switzerland developed the “Fathers forum”, a seminar on work-life topics of fathers, who were able to share experiences in taking part of their family life in addition to a fulfi lling career at AXA. AXA Switzerland’s employees also benefi t from “Family Care”, a structure that provides individual and affordable solutions for the families of AXA employees requiring assistance (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.
In any company, reward and recognition are key drivers to foster employee engagement and to a fulfi lling and successful career. Reward and recognition at AXA are balanced between tangible and intangible elements. Reward is more than just pay and benefi ts, and it covers a large part of the work experience with the company. A “Total Reward Strategy” has been defi ned to meet three key criteria: 1) attract and retain talents in the market, by offering competitive packages and differentiating higher performers; 2) defi ne fairness as the combination of internal equity and meritocracy (for any given job responsibilities, superior performance deserves greater compensation); 3) the overall compensation cost must be in line with our economic performance as compared to the market. This is key to become the “Preferred Company” also for our customers and shareholders.
With €7 billion AXA’s total compensation expenses has increased by 5% when compared with 2009. This was due to the variation of currency exchange rates (particularly the
US and Australia Dollar, as well as the Japan Yen, the China
Yuan Renminbi and the India Rupees) against the Euro with especially high impacts on the Asia Pacifi c perimeter (the regional split is as follows: Asia Pacifi c +15%, Europe +2%,
Americas +11%, Africa +21%); 2) the payment of 2009 bonuses (paid in 2010) that were higher than the 2008 ones and the increasing proportion of variable pay (from 15.9%
over 2010. In addition, detailed information concerning individual compensation of the AXA Management Committee members is provided for in Part 2, Section 2.2 of this Annual
AXA is committed to promote diversity and inclusion by creating a work environment where all employees are treated with dignity and respect and where individual differences are valued. AXA is committed to equal opportunity in all aspects of employment. We oppose all forms of unfair or unlawful discrimination and will not tolerate discrimination based on age, race, nationality, ethnic origin, gender, sexual orientation, religion, marital status, or disability. AXA is dedicated to cultivate a diverse and inclusive environment where all employees feel fully engaged and included in our business and strategy to become the “Preferred Company”.
In 2010, AXA’s Management Committee validated the updated diversity & inclusion policy. At the entity level, 47 Diversity
Alignment on a few key globally relevant diversity & inclusion priorities, couple with the critical country-specifi c dynamics addressed by the local entities, will allow for leveraging of resources, effi ciency, and stronger results.
The proportion of women in AXA’s workforce increased between 2009 and 2010, across all employee categories: Executives (from 21.6% in 2009 to 22.4% in 2010), Managers
(from 36.9% to 38.2%) and overall workforce (from 49.6% to 50.5%). AXA’s Board of Directors features 4 women out of a total of 15 members.
Belgium created the “AXA Wo_Men@Work” award which rewards a CEO, CFO, CIO, COO, or Board member, outside of AXA, who is actively promoting gender diversity within the senior management of his or her company or organization. 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. In 2010, these included partnering with the “Tour de France de la Diversité” (promoting France’s
(30.000 applications since 2009), adapted remuneration efforts, and promoting the employability of mature staff through the anticipation of their career development and specifi c training and mentoring programmes from age 45 and above. AXA Germany has launched an extensive “Gender
AXA entities also promote the integration of people with disabilities. In AXA France’s perimeter, where it is legal to report this fi gure, the number of employees with disabilities increased from 515 employees in 2009 to 616 employees in 2010, representing a 19.6% increase. Another local disability initiative is AXA Life Japan which has increased its disabled employment rate by hiring 150 people with disabilities in 3 years, achieving one of Japan’s highest disabled employment rate. AXA Germany signed a specifi c agreement with its Works Council, whereby specifi c facilities accessible for the handicapped are provided, such as adapted elevators, even fl oors and doorsteps, special rest room facilities and ramps. The workspace is modifi ed if an employee needs special arrangements due to a personal handicap. AXA
France’s “Mission Handicap” enables hundreds of employees to benefi t from adapted working schedules, transportation and real estate services. These efforts also apply to the parents of handicapped children.
The total absenteeism rate remained stable: 4.5% in 2009 and 4.6% in 2010. The proportion of work-related accidents has slightly increased between 2009 (1.9%) and 2010 (2.3%). This increase is more signifi cant with regards to the salaried sales force (+2 points), especially in the high-growth markets.
The AXA Group head offi ce initiated a series of conferences and workshops led by specialists providing advice on how to fi ght sleep deprivation. In connection with exercise, relaxation, diet, and ergonomics, AXA Winterthur (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 undertaken. 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 management also offers regular two-hour workshops in AXA Winterthur on topics such as staying healthy and fi t while working at the
The Group’s Human Resources policy is based on a management style that intends to empower people, in line with
function. Enhancing the technical expertise of employees and helping them grow as leaders are two of AXA’s key objectives.
priorities as it is setting ambitious targets for 2011 and creating an agenda to build a common learning through the 5 following pillars: Onboarding, Leadership and Management Skills,
Review”, a systematic review and discussion of the organization structure required to support the business and prepare future needs, the review of team dynamics, talent depth and the talent fl ow (succession plans) across all major entities of the AXA’s Group. This strategic tool does 1) project the organization while taking into account the business priorities, people trends and capacity gaps for the next 5 years and anticipates talent implications, 2) ensure that AXA has the right growth engine to build a robust, ready and solid “talent pipeline” i.e. provides an understanding of the number of people available to build the organization capability, 3) prepare the most suitable candidates to fi ll key positions within the organization at the right time, 4) review the key positions suitable for talent development, including talents such as experts and expatriates, 5) reduce “fi re-fi ghter staffi ng”- as it is costly to replace an employee in a key position (it takes at least 6 months to fi nd the right successor; there is a loss of knowhow; and disorganization), and 6) increase the engagement of employees who know that their progress within AXA is a reality as their development actions and career paths are openly discussed.
A standard on performance management has been established to be used by all AXA entities to cover 100% of the employees, at least on an annual basis. This recurrent process directly ensures that the Group’s performance-based remuneration policy and evaluation of training needs runs effi ciently. In 2007, a worldwide initiative called “People In” was launched in order to roll out a shared process on performance management using a PeopleSoft tool. 38,504 employees were using it in 2010.
AXA has defi ned a framework to identify and measure its operational risks that may arise from a failure in its organization, systems and resources or from external events.
Group is a key pillar of AXA’s risk management functions. With respect to its employment practices, AXA has defi ned, and will further strengthen in 2011, Human Resources Key Risk
AXA Research Fund (www.axa-research.org) whose core mission is to fi nance basic research contributing to understand and prevent risks. The Fund has been awarded €100 million over fi ve years to fi nance innovative research and cutting-edge projects within three areas: environmental risks, life risks, and socio-economic risks.
It will thus foster innovative world-class research on those major risks, by providing outstanding researchers with the best possible working conditions, contributing to the development of highly competitive institutions (by giving substantial amounts that make a true difference), and encouraging a living research community committed to a better understanding of major risks. The results of research are publicly available; AXA doesn’t own intellectual property of research results. The Fund does therefore not launch nor support contractual research. In 2010, the AXA Research
In addition, a Group-level initiative was launched in 2010 to assess how AXA could design and launch insurance products that address social exclusion while being breakeven in the long term, by enabling vulnerable segments of the population to access insurance services. A fi rst type of offer of low-cost
Ethics Guide. The aim is to stress the importance AXA Group and Management attach to Compliance and Ethics as well as Corporate Responsibility topics, raise awareness of
Responsibility (CR). In particular, the Group applies social and environmental criteria to assess suppliers’ performance.
Corporate Responsibility performance of local and group suppliers. 130 suppliers have been assessed in 2010. The goal of this analysis was to identify the main risks and give suppliers a tangible incentive to improve their practices. When re-assessed, most suppliers have shown signifi cant progress.
Special training sessions were regularly organised with buyers to explain the stakes and support them in the debrief process and action plan follow-up.
Thanks to this tool, purchasers have a detailed view of the stakes involved for each category and can prioritize improvement plans. Thanks to detailed feedback both from buyers and suppliers, this tool has been further refi ned, with
CR risks now better identifi ed and ranked and will be extended to more product categories.
Auditors, reviewed the social reporting process, as well as the data and collection processes of 6 European entities as well as one Asian entity and AXA Equitable (USA). The auditors’ statement of assurance is included in the Activity and
Headcounts (number of persons) as of December 31st 2009 (a) Evolution 2010
Headcount of salaried workforce (non sales and sales force, fi xed-term contract only)
Average FTE (all non sales force) 97.045,0 fte 1,5% 98.472,6 fte
Average age of salaried workforce (non sales and sales force, open-ended contract only)
Average length of service (non sales and sales force) 10,2 yrs 1,1% 10,3 yrs
Total net job evolution (non sales and sales force entries versus non sales and sales force departures) -5.195 jobs 38,8% -3.177 jobs (b)
Net job evolution (non sales force entries versus non sales force departures) -1.886 jobs 15,9% -1.585 jobs
■ Number of fi xed-term contract transformed into open-ended contract 1.047 emp. 1.390 emp.
■ Number of re-hires in the company New indicator 510 emp.
■ Number of entries following mergers and acquisitions 312 emp. 302 emp.
■ Number of re-hires in the company New indicator 138 emp.
■ Number of ends of fi xed-term contracts 3.861 emp. 3.938 emp.
■ Number of ends of fi xed-term contracts 801 emp. 457 emp.
Total internal mobility rate (non sales and sales force) 12,1 % -3,7% 11,7 %
■ Number of mobilities (from non sales to sales force) New indicator 291 emp.
Total turnover rate (non sales and sales force) 24,8 % -12,7% 21,6 %
■ Turnover rate linked to other reasons of departures (e) 1,2 % 1,3 %
Total annual gross payroll of salaried workforce (g) 6.715.457 K€ 5,4% (h) 7.076.976 K€
■ Proportion of variable pay (related to wages) 15,9 % 17,2 %
■ Proportion of variable pay (related to wages) 12,7 % 13,8 %
■ Proportion of variable pay (related to wages) 38,2 % 43,6 %
Number of trainings provided (non sales and sales force, openended contract only)
Total number of training days of salaried workforce 468.246 days -16,2% 392.440 days
Percentage of non sales force having received at least one training course 76,6 % 6,0% 81,2 %
Average number of working hours per week 37 hrs 36 hrs
■ Proportion of absences due to work related accident 1,9 % 2,3 %
■ Proportion of absences due to maternity 26,8 % 26,3 %
■ Proportion of long term sick absences (k) 21,6 % 22,7 %
■ Proportion of absences due to maternity 26,0 % 25,2 %
■ Proportion of absences due to maternity 33,2 % 35,2 %
Korea reports in 2010, 798 employees in automatically and indefi nitely renewable fi xed-term contracts as open-ended contracts (formerly counted as fi xed-term contract).
(d) Trainees for whom the Company has signed an agreement with a university/college or other regulated establishment.
(e) Retirement, pre-retirement, death and termination of employment for permanent disability.
(g) The total annual gross payroll includes the individual fi xed pay, the individual variable pay, employer’s social contributions and collective profi t sharing (if any).
(h) This evolution does not take into account the side effects of FOREX (FOReign EXchanges).
AXA’s operations and land use (2,398,745 m2 of offi ce space and 88,2767 m2 of gardens) do not signifi cantly threaten biodiversity.
and water consumption for the 2008-2012 period: ■ Power consumption (kWh/Full Time Employee [FTE]): 20% reduction; ■ CO
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 IT equipment.
The AXA Group’s Corporate Responsibility team coordinates a network of dedicated environmental managers and employees in local subsidiaries. AXA is working with these managers to analyse indicators, identify performance targets and promote the sharing of best practices. In 2010, the Group’s Corporate
Responsibility team continued to train 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
In 2010, the fi fth 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 six signifi cant
In 2010, 44 sites were reported to have an environmental certifi cation. Certain entities, such as AXA PPP Healthcare (UK), have sought and obtained ISO 14001 certifi cation.
In addition, the Group’s environmental performance is evaluated by many players, including rating agencies serving the research needs of the socially responsible investment (SRI)
market. The Group is ranked above average in its industry and is also included in the three main international ethical indexes: DJSI (based on research by SAM), FTSE4GOOD (based on research by Eiris) and Aspi Eurozone (Vigeo). The Group’s SRI
(1) Paper has a 2009 baseline due to the changes in the reporting process.
The AXA Group is committed to reducing the “direct” impact of its activities on the environment, in particular by improving site management policies. Group entities roll out action plans to reduce their environmental impact with respect to water, paper, energy consumption and CO
emissions. Key performance indicators are used to monitor the results of these plans (see performance targets).
and fuel / steam (6% of fl oor space). This decrease in AXA
premises’ power consumption, despite the cold winter experienced in 2010, is essentially attributable to the various local measures taken to reduce the Group’s energy footprint.
These include for example the rolling out of a “Green IT”
Savers Computing Initiative (an environmental standards benchmark for all computers, screens and printers). In 2010,
entities have launched power management programmes in 2010 and 7 more are analysing opportunities in this area.
AXA Belgium extensively renovated its Antwerp site by merging two old sites into a single new energy effi cient site, with better access to public transport. AXA France extended its environmental policy to its tied agents network by developing
This trend is largely related to a decrease in AXA’s car fl eet average emissions as well as a road mileage decrease.
However, it was offset by an air business travel increase related to a rebounding economy and increased market prospecting, as well as travel to and from Australia, in relation with AXA’s 2010 transactions in this market.
AXA Tech actively continued the roll out of its “AXA Presence”
entities. This service saved 9.113 trips (representing 91 million kilometers and 171,963 hours of travel) as well as 11,071 tons of CO
regions. 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 Mexico’s measures to reduce the fuel consumption of its with agent’s fl eet received a public recognition by the Ministry of Environmental and
Natural Resources at the Program GEI Mexico (greenhouse effect gases measurement). AXA Canada is actively pursuing a car fl eet renewal policy favouring low emissions vehicles, and partners with a car fl eet manager that is able to precisely track the environmental footprint of the vehicles and offer environmental maintenance services. AXA Spain’s print shop for marketing and distribution paper has installed solar panels to increase the proportion of renewable energy consumed.
Since 2009, AXA Switzerland is a partner of the Swiss Climate
tax refund 2008-2010 (AXA Switzerland is a net benefi ciary of the CO
Related initiatives include AXA Canada which launched paper waste awareness workshops, modifi ed default printer settings, recycled offi ce paper into notepads, increased the share of recycled paper and greatly reduced the length of policy documents transmitted to brokers. AXA France received and award from the WWF for its paper management policies which included printing commercial documents on certifi ed paper, developing an e-learning module (“printing in eco-mode”), reducing the number of printers, and including paper reduction targets in its profi t sharing agreement, concluded with local employee representatives, thereby incentivising employees to contribute to this Group effort. Many entities reduce the length of commercial documentation and customer policies, encourage online information exchange, modify printer policies, increase recycled paper procurement, etc.
In addition to reducing its operational environmental footprint, the Group seeks to minimize its “indirect” impact on the environment by offering insurance and investment solutions that promote environmentally-friendly behaviour. Such offers have been developed by various AXA entities in the P&C
Business Line P&C launched a “Green Products” initiative with a view to share existing best practices and identify market risks and opportunities. AXA Bank also developed a “green loan” product encouraging environmental home renovation.
Responsible Investment (RI) research tool as well as pursues a “RI mainstreaming” strategy across asset classes, together with specifi c RI products and shareholder engagement services integrating environmental, social and governance risks and opportunities. AXA Real Estate continues to apply environmental criteria to its real estate investment portfolio, in the framework of its Responsible Property Investing strategy.
considerations in its due diligence process, and is expanding a renewable energy investment portfolio. Both AXA IM and AXA
Investments for the AXA Group as well as raise awareness regarding RI throughout the Group.
Energy Effi ciency in buildings. In adopting this manifesto, which proposes detailed measures, AXA commits to implement concrete actions aimed at reducing the energy consumption of buildings and also shows the Group’s commitment to reinforce actions taken to integrate environmental and social criteria in its real estate’s management. AXA also joined, in 2010, the largest ever investor group (representing over $15 trillion)
calling for determined policy action on climate change, under the auspices of the UN Environmental Programme.
Responsible Investment” (UN: AXA IM 2007, AXA Private Equity 2009), Investor Statement on Climate Change (International
KPI: Marketing and distribution paper consumption per customer (j) kg/customer 0.17 0.15
Percentage of paper recycled and/or garanteeing sustainable management: offi ce, marketing & distribution % 32 48
(a) In 2010, environmental indicators were collected for sites representing 96,645 FTEs (unless otherwise indicated in these footnotes) and were then extrapolated, continent by continent, to cover all 122,671 salaried FTEs working at the AXA Group as of 31/12/2010. In 2009, this process took place on the basis of data collected from 99,296 FTEs, extrapolated to 121,108 FTEs.
(b) Includes electricity, natural gas, fuel, steam and covers 96,570 FTEs.
(c) This data has been collected from 97,313 FTEs. In 2010, entities increased their business travel due to the rebounding economy and increased market prospecting, as well as travel to and from Australia, in relation with AXA’s 2010 transactions in this market.
(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 24,185 FTEs and then extrapolated. Sites whose response rate was below 5% have been excluded from the data consolidation process.
(e) As in 2008 and 2009, 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’Energie – France) and the Greenhouse Gas Protocol.
(g) Does not include company cars, to avoid double counting with the AXA vehicle fl eet data. Of note in 2010, we modifi ed the emission factors for personal cars, which explains a slight decrease in CO
(h) This data has been collected from 83,092 FTEs. Some sites in Asia and America are not equipped with water meters, which prevents accurate measurement and excludes them from the reporting scope before extrapolation. However, some of these entities are starting to better track their water consumption with the installation of water meters, such as AXA Canada and some data centers.
(i) Offi ce paper indicator covers 95,366 FTEs, whilst marketing and distribution covers 92,240 FTEs. For marketing and distribution paper data for 2009 was updated due to an extrapolation error.
(j) The Group had 92.800.000 customers in 2010 and 94.350.000 in 2009.
This Registration Document includes all the compulsory matters required to be covered in the Board of Directors’ Report of AXA
1. Business and trends / Earnings / Financial position and key performance indicators 46 to109 and 439 to 463 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 45 and 192 to 234 4. Acquisition of signifi cant equity interests in companies headquartered in France 441 5. Events subsequent to fi scal year end / Outlook 55; 100; 109; 408 6. Dividend distributions over the last three years 6 7. Information on market and liquidity risks (interest rate, exchange rate and stock price fl uctuation risk) 104 to 109; 192 to 234 8. Purchase and sale of the Company’s own shares 180 9. Executive compensation 134 to 178 10. Transactions involving Company stock completed in 2010 by corporate offi cers 174 to 175 11. Directorships and positions held by corporate offi cers of the Company 116 to 122 12. Relevant provisions in the event of a public takeover bid on the Company 415 13. Capital ownership 181 to183 14. Employee shareholders 178 and 184 to 185 15. Adjustment of the rights of holders of securities with a claim on the capital of the Company n/a 16. Social and environmental information 517 to 533 17. Research and development activities n/a 18. Terms of payment 441
Pages 1. Person responsible 435 2. Statutory Auditors 405 3. Selected fi nancial information 4 to 6 4. Risk factors 33 to 45 and 192 to 234 5. Information about the issuer 5.1 History and development of the issuer 7 to 8 6. Business overview 15 to 32; 46 to 50 7. Organizational structure 7.1. Brief description of the Group 9 to 12 7.2. List of signifi cant subsidiaries 266 to 272 8. Property, plants and equipment n/a 9. Operating and fi nancial review 9.1. Financial condition 238 to 408 9.2. Operating results 55 to 100 10. Capital resources 10.1. Capital resources 104 to 109; 315 to 319 10.2. Sources and amounts of cash fl ows 104 to 109; 248 to 249; 314 to 315 10.3. Borrowing requirements and funding structure 104 to 109; 339 to 345 10.4. Restrictions on the use of capital resources 104 to 109 10.5. Anticipated sources of funds needed 104 to 109 11. R&D, patents and licenses n/a 12. Trend information 55; 100 and 408 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 112 to 132 14.2. Administrative, Management and Supervisory bodies’ confl icts of interests 122 to 123 and 171 15. Remuneration and benefi ts 15.1. Amount of remuneration paid 134 to 178 15.2. Amounts set aside or accrued to provide pension, retirement or similar benefi ts 176 16. Board practices
16.1. Date of expiration of the current term of offi ce 114 to 115 16.2. Information about members of the management bodies’ service contracts with the issuer or any of its subsidiaries 122 16.3. Information on the Audit Committee and the Remuneration Committee 124 and 126 16.4. Statement of compliance with the country of incorporation’s corporate governance regime 112 and 425 to 426 17. Employees 17.1. Number of employees 133 and 524 to 528 17.2. Shareholdings and stock options 146 to 162 and 171 to 173 17.3. Arrangements for involving the employees in the capital of the issuer 178 and 184 to 185 18. Major shareholders 181 to 183 19. Related party transactions 184 to 185 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information * 238 to 408 20.2. Pro forma fi nancial information n/a 20.3. Financial statements 238 to 249 20.4. Auditing of historical annual fi nancial information 409 to 410 and 435 20.5. Age of latest fi nancial information 432 to 434 20.6. Interim and other fi nancial information 432 to 434 20.7. Dividend policy 6 and 235 20.8. Legal and arbitration proceedings 406 to 408 20.9. Signifi cant change in the issuer’s fi nancial or trading position 55; 104 to 109; 408 21. Additional information 21.1. Share capital 181 to 183 and 416 21.2. Memorandum and Articles of association 112 to 114 and 412 to 415 22. Material contracts n/a 23. Third party information and statement by experts and declarations of any interest n/a 24. Documents on display 434 25. Information on holdings 10 to 12 and 266 to 272
Compensation paid to Statutory Auditors in 2010 and 2009 (art. 222-8) 405
Description of the Company’s own share buyback program (art. 241-2) 179 to 180 * Pursuant to Article 28 of Commission Regulation (EC) n° 809/2004 of April 29, 2004, the following items are incorporated by reference: ■ AXA’s consolidated fi nancial statements for the year ended December 31, 2009 and the Statutory Auditors’ report on them, respectively presented on pages 213403 and on pages 404-405 of the Annual Report (Registration Document), the French version of which was fi led with the AMF (Autorité des marchés fi nanciers) on March 17, 2010 under reference n° D10-0117; ■ AXA’s consolidated fi nancial statements for the year ended December 31, 2008 and the Statutory Auditors’ report on them, respectively presented on pages 229412 and on pages 413-414 of the Annual Report (Registration Document), the French version of which was fi led with the AMF (Autorité des marchés fi nanciers) on March 26, 2009 under reference n° D09-0158.
Report of the Statutory Auditors on the consolidated fi nancial statements of the Group 409 to 410
Report of the Chairman of the Board of Directors on the conditions of preparation and organization of the Board’s work and on internal control procedures 418 to 426