IASB in November 2009 has not been yet formally submitted to the European Union. However, the Group would not have used the earlier adoption option of the standard in 2009. As a consequence, the consolidated fi nancial statements also comply with IFRSs as issued by the International Accounting Standards
The Company pays dividends in Euro. Future dividends will depend on AXA’s earnings, fi nancial condition and various other factors. Proposals for dividend payments are made at the discretion of the Management Board, subject to prior approval by the Supervisory Board, and are submitted for fi nal approval to the
In 2001 and 2002, AXA acquired a banking platform in France,
(iv) profi t or loss on fi nancial assets accounted for under fair value option (excluding assets backing liabilities for which the fi nancial risk is borne by the policyholder) and derivatives related to invested assets, including all foreign exchange rate impacts on assets, liabilities and derivatives.
AXA offers a broad range of Life & Savings products including individual and group savings products, as well as life and Health products for both individual and commercial clients. The Life & Savings segment accounted for €57.6 billion or 64% of AXA’s consolidated gross revenues for the year ended December 31, 2009 (2008: €58.0 billion or 64%).
The nature and level of competition vary among the countries in which AXA operates. AXA competes with other insurers in each of its Property & Casualty products and in all the markets where it operates. In general, the Property & Casualty insurance industry tends to be cyclical with surplus underwriting capacity leading to lower premium rates.
Operations in this segment are principally focused on large risks, reinsurance and assistance. The insurance products, offered by
AXA Corporate Solutions Assurance is the AXA Group subsidiary dedicated to worldwide Property & Casualty insurance of large national and multinational corporations, and to Aviation,
Insurance segment for the periods and at the dates indicated: INTERNATIONAL INSURANCE
■ I ndependent research and brokerage-related services for institutional investors and equity capital markets services for issuers of publicly traded securities.
(i) institutional investors, (ii) individual investors to whom mutual funds are distributed through AXA and external distribution networks, and (iii) AXA’s insurance subsidiaries both for main fund and unit-linked fund backing insurance products.
Group does business have considered or enacted major, and in some cases transformational, changes to the way fi nancial institutions are regulated. Management believes that a signifi cant number of these regulatory and legislative proposals currently under discussion may become law during 2010 or 2011. As most changes, if adopted, will require regulatory implementation, their full impact is not likely to become clear until a later stage.
USA Patriot Act of 2001 relating to, among other things, the establishment of anti-money laundering programs. Furthermore, many US federal tax laws affect the business in a variety of ways.
Income, Capital Gains and Dividend Tax Rates. Federal tax legislation passed in 2001 and 2003 reduced income tax rates, and tax rates on long-term capital gains and qualifying corporate dividends. Such changes have lessened the tax appeal of cash value life insurance and annuity products. Unless extended, these lower rates are set to expire for long-term capital gains and qualifying corporate dividends that are recognized or paid, respectively, in taxable years beginning after December 31, 2010. The Obama administration has expressed an intention to increase the income tax rates for higher income taxpayers and to reduce income tax rates for middle and lower income taxpayers.
If proposals of this type were enacted, AXA Equitable’s sale of
Financial Offi cer, and (7) requirements to evaluate, document, and report on AXA’s internal controls over fi nancial reporting and disclosure controls and procedures. Management devotes substantial resources to ensure compliance with both the letter and spirit of these laws and anticipates that considerable resources will continue to be devoted to this area in the future.
European jurisdictions where it operates; ■ In France and in certain other EU jurisdictions, there are continuing discussions concerning implementation of a
Exchange Commission (SEC). AXA fi led its Form 25 with the SEC and the NYSE on March 16, 2010 to delist its ADSs and the delisting is expected to be effective on March 26, 2010. AXA plans to fi le its Form 15 to deregister with the SEC on March 26, 2010 and its deregistration with the SEC is expected to become effective within 90 days thereafter.
(2) Please note that the numbers quoted for the market data (life and annuity) are for the nine months ended September 30, 2009. Source: LIMRA and
Belgium (6). In Life, the market in 2009 weakened compared to 2008 (approximately 14% decline in premiums) but towards yearend, signs of recovery were observed. As in 2008, Individual Life continued to decrease sharply (-18%), with consumers favoring short term banking products while Group Life kept on growing
In Italy, AXA ranked 8th, in Spain 13th, in Mexico 6th, in Turkey 8th, in
(5) Source: FINMA (Swiss Financial Market Supervisory Authority, Market share 2008)
(13) Source: Instituto de Seguros de Portugal as of Sept 2009.
in 2008. Commercial and Personal Motor business decreased by 0.5% (after a 1.0% growth in 2008). Household market increased by 4.5%. Commercial lines (other than Motor) were stable in 2009 notably in Property, whereas Construction declined by 3%, partly offset by a 2% increase in Liability. AXA ranked 2nd in the Property
(8) Italy, Morocco and Gulf Region as of December 2008, all other entities as of September 2009.
Rising commodity prices also made emerging economies all the more attractive to foreign investors, in addition to their newfound growth.
In the bond markets, the spreads on CDS indices narrowed sharply as the appetite for risk returned and liquidity premiums declined. Over the year, the iTRAXX Main (Investment Grade)
As a result, at December 31, 2009, the ownership of AXA in
and AXA-MPS should be extended to Banca Antonveneta, signifi cantly reinforcing AXA-MPS’s competitive position on the
(ii) Life down 31% following product modifi cations in 2008 and the elimination of certain Universal Life guaranteed features in the fi rst quarter of 2009, and (iii) Mutual Funds down 26% refl ecting lower sales under uncertain fi nancial market conditions.
increases impacting renewals, (ii) Belgium (-4%) due to economic slowdown, and (iii) France (-3%) due to a negative volume effect.
(-15%) mainly due to lower management fees (€-131 million), equally driven by lower average asset under management and unfavorable client and product mix.
Holdings and other companies’ underlying earnings amounted to €-793 million. On a constant exchange rate basis, holdings underlying earnings decreased by €120 million mainly due to higher fi nancial charges mainly driven by external growth in the second half of 2008, and lower result on hedging of earnings denominated in foreign currencies, partly offset by lower tax expenses.
Net capital gains or losses attributable to shareholders net of income tax 91 311 269
VBI decreased by €27 million (-42%) due to the non-recurrence of a 2008 fi nancial market impact.
Profi t or loss on fi nancial assets (under FV option) & derivatives (165) 232 21
Fees & revenues increased by €313 million (+31%) to €1,326 million. On a constant exchange rate basis, fees & revenues increased by €50 million (+5%), following the €+23 million impact of last year’s change of accounting period at AXA Financial
Fees & revenues increased by €15 million (+11%) to €159 million mainly due to higher URR (Unearned Revenues reserves)
Expenses increased by €28 million (+12%) to €-256 million driven by higher acquisition expenses (€31 million) mainly due to higher net amortization of deferred acquisition costs (€-32 million) as a result of margins recovery partly offset by lower administrative expenses (€3 million).
As a result, the underlying cost income ratio decreased by 5.1 points to 53.3%.
Net income increased by €1,037 million to €439 million mainly driven by higher adjusted earnings (€+593 million) and more favorable impact of mutual funds and derivatives (€+432 million)
Investment margin decreased by €30 million (-12%) to €225 million, of which €24 million from Mexico and Quadrifoglio
Expenses increased by €43 million (+12%) to €-406 million, of which €47 million from Mexico and Quadrifoglio Vita. On a constant exchange rate basis and excluding Mexico and
& revenues decreased by €35 million (-5%). Excluding Genesys, a fi nancial advice business acquired on June 30, 2008, fees and revenues decreased by €67 million (-10%) mainly due to lower average funds under management driven by the 2008 and early 2009 stock market downturn; ■ N et technical margin increased by €25 million (93%) to €-2 million. On a constant exchange rate basis, net technical margin increased by €25 million (93%) driven by change in investment assumptions on Individual and Group Income
Underlying earnings increased by €10 million to €16 million. On a constant exchange rate basis, underlying earnings increased by €11 million mainly due to an increase in fees and revenues partly offset by higher acquisition expenses to develop proprietary distribution networks.
Net capital gains or losses attributable to shareholders net of income tax (26) (83) 93
Income tax expenses decreased by €64 million (-71%) to €-26 million. On a constant exchange rate basis income tax expense decreased by €61 million (-68%) refl ecting a lower pretax result and a €15 million decrease in positive tax one-offs.
Adjusted earnings decreased by €36 million (-46%) to €42 million. On a constant exchange rate basis, adjusted earnings decreased by €37 million (-47%) refl ecting the decrease in underlying earnings partially offset by lower net impairments
Excluding Mexico, the combined ratio was up 6.2 points to 98.2%.
(€9 million) notably following price increase in Singapore and the gain of new motor fl eets; and (ii) property (€3 million)
Singapore and the 2.1 points deterioration of the current year loss ratio.
Net capital gains or losses attributable to shareholders net of income tax - - -
Income tax expenses decreased by €42 million (-32%) to €87 million (both on current and constant exchange rate basis), in line with lower pre-tax underlying earnings.
Underlying earnings decreased by €9 million to €-1 million mainly due to lower investment income.
(iii) €8 million increase in favorable tax one-offs mainly due to the release of a deferred tax provision.
The growth of the Group will be supported by the continued increase in exposure to emerging markets and the synergies generated by the new Life and Property & Casualty global organization.
Our 2010 priorities will also focus on optimizing margins in all business lines, through improvement of business mix in Life, combined ratio in Property & Casualty, and net infl ows in Asset
(iv) profi t or loss on fi nancial assets accounted for under fair value option (excluding assets backing liabilities for which the fi nancial risk is borne by the policyholder), foreign exchange impacts on assets and liabilities, and derivatives related to invested assets.
Underlying earnings correspond to adjusted earnings excluding net capital gains or losses attributable to shareholders.
Underlying Net Technical margin includes the following components: (i) mortality/morbidity margin: The amount charged to the policyholder in respect of mortality/morbidity for the related period less benefi ts and claims. It is equal to the difference between income for assuming risk and the actual cost of benefi ts. This margin does not include the claims handling costs and change in claims handling cost reserves; (ii) surrender margin: The difference between the benefi t reserve and the surrender value paid to the policyholder in the event of early contract termination; (iii) GMxB (Variable Annuity guarantees) Active Financial Risk
Group subsidiaries are able to adjust their investment portfolios to refl ect such considerations and react in a targeted manner.
The fi nancing needs of asset management subsidiaries arise principally from their activities, which require working capital, in particular to fi nance prepaid commissions on some mutual fundtype products at AllianceBernstein or to constitute seed money for new funds at both AllianceBernstein and AXA Investment
In addition, as part of its risk control system, AXA remains constantly vigilant regarding contractual provisions, such as ratings triggers or restrictive covenants, in fi nancing and other documentation that may give lenders, security holders or other counterparties, rights to accelerate repayment, demand collateral or seek other similar remedies under circumstances that could have a material adverse effect on its consolidated fi nancial position. In particular, AXA currently has no such types of clauses in its bank facilities.
At December 31, 2009, the amount of debt owed by AXA and its subsidiaries to credit institutions was €921 million versus €1,216 million at the end of 2008. The decrease of €350 million on a constant exchange rate basis was mainly due to AXA SA’s repayment of the credit line of €1,000 million (“club deal” banking pool) partly offset by newly issued debt of €758 million.
Movements in this item are described in Note 17 of Part 4
AXA in line with existing regulations, AXA’s consolidated solvency ratio was estimated at 171% at December 31, 2009 compared to 127% at the end of 2008 (154% at the end of 2007). The increase resulted mainly from the 2009 Underlying Earnings fi nancial market improvement and the capital increase in the 4th quarter of 2009. This 2009 solvency margin calculation will be reviewed by the Autorité de Contrôle des Assurances et des
Mutuelles (ACAM )(1) , which governs the application of these directives in France.
Special report of the Statutory Auditors on regulated agreements and commitments 170 2.5 THE OFFER AND LISTING 174
Since 1997, AXA has had a dual corporate governance structure consisting of a Management Board and a Supervisory Board.
Board to the Law School at Singapore Management University, a trustee for Nanyang Technological University and a Fellow of the Singapore Institute of Directors. Since 2000, she has been senior director of Stamford Law Corporation (Singapore).
European venture capital start-ups from 1992 to 1994. From 1994 to 1995, he was Managing Partner at ABP Partners, a strategic management consulting company specialized in global strategy defi nition and implementation and in restructuring of ailing software companies. Since joining the SAP Group, Mr. Léo
Member of the AXA Supervisory Board, representing the employee shareholders 59, American nationality.
Hoechst to create Aventis. From December 1999 to May 2002, he served as Vice-Chairman and Chief Operating Offi cer of Aventis.
Mr. Michel Pébereau is a graduate of the École Polytechnique and the École Nationale d’Administration (ENA). In 1967, he started his career as auditor at the Treasury (inspecteur des finances ). He then held various management positions at the direction du Trésor and at the “Cabinets” of two Ministers
Each Committee may invite external participants to attend its meetings and Committee Chairmen Report to the Supervisory
Management (ALM) decisions submitted to the Committee as well as any signifi cant implications these decisions may have on AXA’s principal subsidiaries.
François Pierson (62) Member of the Management Board, Chairman and CEO of AXA France, responsible for Large Risks, Assistance and AXA Canada and global business line head for the the Group’s Property & Casualty insurance businessess
Chairman of the Board, President and Chief Executive Officer: MONY Holdings, LLC (United States)
Chief Executive Offi cer of UAP Vie and of Alpha Assurances. In 1999, he became Chief Executive Offi cer of AXA Assurances.
Committee and an Audit Committee, whose membership includes independent or non-executive directors.
AXA Group); ■ W ith a short-term, medium-term and long-term focus.
(1) On November 17, 2009, Mr. Claude Brunet resigned his mandate as a member of AXA’s Management Board.
Due to substantial differences in the tax systems to which AXA’s members of the Management Board or the Executive Committee are subject, meaningful comparisons of the compensation and benefi ts earned are uneasy. For information, the relevant marginal tax rates are as follows: Australia: 46.50%; Belgium: 53%; France: 51% (including an additional 11% for social taxes); Germany: 51.52%; Japan: 50%; Spain: 43%; Switzerland
(c) Compensation and benefi ts in kind paid to M. Pearson include benefi ts paid in respect of his expatriate status in Japan.
Total number (a) of shares to be subscribed, from which to be subscribed by: 1,223,253 53,733 22,805 7,409
The fi rst 10 employees benefi ciaries 227,593 53,733 36,684 -
The fi rst 10 employees benefi ciaries - 592,194 265,967 -
Underlined numbers indicate exercises of options where the AXA shares have been retained by the benefi ciaries or donated upon exercise.
STOCK OPTIONS GRANTED AND/OR EXERCISED BY THE TOP 10 BENEFICIARIES (OUTSIDE THE MANAGEMENT BOARD) DURING 2009
STOCK OPTIONS HELD BY CORPORATE BODIES’ MEMBERS (OPTIONS GRANTED BUT NOT EXERCISED AS AT DECEMBER 31, 2009)
Mark Pearson (a) CEO of AXA Life Japan and AXA Japan Holdings 114,659 -
revenues and new business value in Life & Savings; ■ I n 2008 and 2009, the performance indicators determined by the Management Board have been: • for the operational business units performance: underlying earnings, P&C revenues and new business value in Life &
Performance Shares pool to the Supervisory Board’s approval and the annual grants of Performance Shares are generally made simultaneously with the granting of stock options.
May 10, 2007 with 1,361,869 Performance Units initially granted to 2,342 benefi ciaries outside France, ended on May 10, 2009.
(€9.3 million) and partly in AXA shares (152,364 shares) which are subject to a 2-year restriction period until May 10, 2011.
The acquisition period of the Performance Shares plan launched on May 10, 2007 with 782,432 Performance Shares granted to 1,433 benefi ciaries in France, ended on May 10, 2009.
The numbers of Performance Units indicated from April 1, 2008 plan onwards have been adjusted to take into account the impact of the share capital increase with preferential subscription rights of December 4, 2009.
(b) Restricted Shares granted as a replacement for 143,630 Performance Units 2004 cancelled.
Holdings Belgium by this company for any other reason than gross misconduct, he would be given a 24 month notice period.
Board (i) noted that Messrs. de Castries and Duverne have been long-standing employees of the AXA Group (for 20 years and 14 years, respectively) and currently have the same social benefi ts as all other director-level employees of AXA in France
The traditional plan allowed employees to subscribe through a personal investment to AXA shares (either through mutual funds
Regulation n° 2273/2003 which came into force on December 22, 2003 and in accordance with market practices permitted by the
Treasury shares held directly by the Company 8,616,128 0.38% [0.31%] (c)
In accordance with article L.225-88 of the French Commercial Code, we were advised of regulated agreements and commitments that have been approved by your Supervisory Board.
Within this new structure, Mr. Duverne would hold the position of Deputy Chief Executive Offi cer (Directeur Général Délégué or DGD).
The Supervisory Board was concerned that the decision of Mr. Duverne to renounce his employment contract in accordance with the AFEP/MEDEF recommendations do not jeopardize the continuity of his accrued and future social benefi ts. In this context, the
Offi cial trading of listed securities on Euronext Paris, including the Company’s ordinary shares, is transacted through French stockbrokers
(sociétés de bourse) and takes place continuously on each business day in Paris from 9:00 a.m. to 5:30 p.m. (Paris time), with a fi xing of the closing price at 5:35 p.m.
The table below sets forth, for the periods indicated, the reported high and low prices (closing and intraday) in US dollars for the
Report and this Section 3.1 should be read in conjunction with
Ratings agencies also take into account the Company’s consolidated solvency margin and the regulatory capital position of its insurance subsidiaries in assessing our fi nancial strength and credit ratings. Ratings agencies may make changes to their internal models from time to time that may increase or decrease the amount of capital we must hold in order to maintain our current ratings. For example, certain rating agencies are currently considering adjusting their criteria for recognizing certain subordinated debt as regulatory capital which may negatively impact the Company’s regulatory capital position and consolidated solvency margin. To the extent our regulatory capital levels are deemed insuffi cient to meet rating agency criteria, our fi nancial strength and credit ratings may be downgraded.
(2) For this purpose, available capital represents (i) tangible net asset value, i.e. consolidated shareholders equity less intangible assets (including DAC), perpetual debt and certain other items, plus (ii) subordinated debt, unrealized capital gains, minority interests and certain other items.
Third parties that owe us money, securities or other assets may not perform under their obligations. These parties include issuers whose securities we hold in our investment portfolios (including mortgage-backed, asset-backed and other types of securities), borrowers under mortgages and other loans that we extend, reinsurers to which we have ceded insurance risks, customers, trading counterparties, counterparties under swap and other derivative contracts, other counterparties including brokers and dealers, commercial and investment banks, hedge funds, other investment funds, clearing agents, market exchanges, clearing houses and other fi nancial institutions. Many of our transactions with these third parties expose us to credit risk in the event of default of our counterparty. In secured transactions, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not suffi cient to cover the full amount of the loan, derivative or other secured obligation. We have also entered into contractual outsourcing arrangements with third party service providers for a wide variety of services required in connection with the day-to-day operation of our insurance and
(including goodwill) are set forth in Note 1.6 “I ntangible A ssets”
and/or derecognise our deferred tax assets which, individually or in the aggregate, could have a material adverse effect on our consolidated results of operations and fi nancial position.
Certain of our investment assets, for which there is no active trading market or other observable market data, are valued using models and methodologies that involve estimates, assumptions and signifi cant management judgment. During periods of market disruption of the type we have experienced over the past two years, an increasing portion of our investment assets may be valued using these models and methodologies as a result of less frequent trading or less observable market data with respect to certain asset classes that were previously actively traded in liquid markets. There can be no assurance that our valuations on the basis of these models and methodologies represent the price for which a security may ultimately be sold or for which it could be sold at any specifi c point in time. Use of different models, methodologies and/or assumptions may have a material impact on the estimated fair value amounts and could have a material adverse effect on our results of operations and fi nancial condition. In addition, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported in our Consolidated fi nancial statements and the period-to-period changes in value could vary signifi cantly. Decreases in value may have a material adverse effect on our results of operations and fi nancial position.
Euro or other currencies, the value of which is subject to foreign currency exchange rate fl uctuations.
Over the past several years, changing weather patterns and climatic conditions, including global warming, have added to the unpredictability and frequency of natural disasters in certain parts of the world and created additional uncertainty as to future trends and exposures. While experts may disagree on its magnitude and projections, global warming is now proven beyond doubt and has broad potential implications for the AXA and the insurance sector generally. In addition to the immediate destruction caused by fl ooding (and to a lesser extent by drought), global warming will likely have major implications for many human activities
In addition, underperforming information systems could cause us to become subject to a higher number of customer, provider and agent disputes, may increase our litigation and regulatory exposure and make us incur higher administrative expenses, including remediation costs.
The fi nancial crisis of 2008-2009 gave rise to numerous legislative and regulatory initiatives across many of the principal jurisdictions where the Group does business. Please see Section 1.2
Our general account investment portfolios include investments in industries that we believe may be adversely affected by the terrorist attacks and responsive actions, including airlines, lodging and entertainment companies and non-life insurance companies.
AXA may decide to increase their interest in AXA or to sell all or a portion of the ordinary shares they own at some future date.
■ U nforeseen events such as natural disasters or terrorist attacks and other developments stemming from such events and the uncertainty related to these developments.
& Casualty. For Variable Annuity products with guarantees, the review is centralized, and submitted to the Management
These local regulations may prescribe: ■ T he required category, nature and diversifi cation (by issuer, geographical zone and type) of investments; ■ T he minimum proportion of assets invested in the local currency, considering commitments denominated in this currency (congruence rule).
As part of an ongoing capital allocation process, local insurance operating units perform at least twice-yearly simulations of the impact, on the various regulatory constraints, of severe scenarios for assets (in terms of both the market value of equity securities and interest rate trends). The Group Central Finance Department consolidates these results, enabling it to assess operating units’
TACTICAL ALLOCATION DUTIES OF GROUP ASSET MANAGEMENT COMPANIES (AXA INVESTMENT MANAGERS AND ALLIANCEBERNSTEIN)
Savings business, as described below; ■ S ensitivities of the Tangible Net Asset Value (TNAV) for otherthan -life businesses.
(31.7% in 2008); ■ I n 2009, a premium over the swap rate (50 bps in the US and the UK, 30 bps in other European countries, and 20 bps in
10% lower value of equity markets at start of projection (1,140) -4% (567) -2% (1,707) -6% (1,047) -3% (317) -1% (1,364) -4%
At December 31, 2009, the breakdown of the debt security portfolio (€325.3 billion, including €9.6 billion of debt securities held through with-profi t funds) by credit rating category was as follows: AA
Risk Committee meets every two weeks to validate new credit investments, to review the portfolios, and steer limits.
Aside from the immediate destruction caused mainly by fl ooding, and to a lesser extent by drought, climate change will have major implications for most human activities, particularly agriculture, timber production, healthcare and water activities, and therefore for the insurance used to protect them (property, agricultural, business interruption, civil liability, marine and aviation, life, health, etc.). The insurance sector thus faces major challenges in the coming years in the form of potential increases in Property
& Casualty claims, the emergence of new liability claims and growing uncertainties about the size of maximum possible losses, which have become harder to assess and to predict on the basis of past events. Furthermore, certain key economic sectors, which work together with the insurance sector, are set to undergo radical changes, due in particular to greenhouse gas emission constraints, following the Copenhagen Climate conference in December 2009.
Liabilities arising from investment contracts with no discretionary participating features 917 1,295 1,452
Other debts instruments issued, notes and bank overdrafts (c) 5,217 6,676 6,260
Net cash related to sales and repayments of investments (f) (g) (h) 123,917 127,616 144,955
(even if the related original business combination was prior to that date); ■ T he amendment of IFRS 2 – Share based payments, published on January 17, 2008 clarifi es that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. It also specifi es that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment; ■ T he amendments to IAS 32 – Financial Instruments: Presentation and IAS 1 – Presentation of Financial Statements
IFRIC 15 provides guidance on how to determine whether an agreement for the construction of real estate is within the scope of IAS 11, Construction Contracts or IAS18, Revenue, and when revenue from the construction should be recognized; ■ IFRIC 16, Hedges of a Net Investment in a Foreign Operation, published on July 3, 2008, provides guidance to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and wishes to qualify for hedge accounting in accordance with IAS 39. IFRIC 16 does not apply to other types of hedge accounting. The interpretation provides guidance on identifying the foreign currency risks that qualify for hedge accounting and where within a group, the hedging instrument can be held. The guidance is to be applied prospectively to transactions and hedging arrangements after the adoption date; ■ T he amendment to IFRS 7 Improving Disclosures about
(including realized gains and losses), dividends being recognized in profi t or loss. The adoption date of IFRS 9 including its different phases (the second and third phases respectively relate to the impairment methodology and the hedge accounting), its method of enforcement and its impact are currently examined within the
IFRS requires the use of estimates and assumptions. It requires a degree of judgment in the application of Group accounting principles described below. The main balance sheet captions concerned are goodwill (in particular impairment tests described in section 1.6.1), intangible assets acquired in a business combination, the value of acquired business in force, deferred acquisition costs and equivalent, certain assets accounted at fair value, liabilities relating to the insurance business, pension benefi t obligations and balances related to share-based compensation.
■ R evenues and expenses are translated at the average exchange rates over the period; ■ A ll resulting foreign exchange differences are recognized as a separate component of equity (translation differences).
At inception, the option to designate fi nancial investments and liabilities at fair value with change in fair value recognized through income statement is mainly used by the Group in the following circumstances: ■ F inancial investments when electing the fair value option allows the Group to solve accounting mismatch, and in particular: • A ssets backing liabilities arising from contracts where the fi nancial risk is borne by policyholders; • A ssets included in hedging strategies set out by the Group for economical reasons but not eligible for hedge accounting as defi ned by IAS 39; • D ebts held by structured bond funds controlled and consolidated by the Group and made up of CDOs
Methods for calculating the net book value of assets sold (average cost, fi rst-in fi rst-out, etc.) depend on local ALM strategies as these strategies have been set up to take into account specifi c commitments to policyholders. These methods may differ within the Group provided that they are used consistently at each entity level.
■ T hey are contractually based on the performance of a group of contracts, the investment returns of a fi nancial asset portfolio or the company profi ts, a fund or another entity that issues the contract.
For traditional life insurance contracts (that is, contracts with signifi cant mortality or morbidity risk), the future policy benefi ts reserves are calculated on a prospective basis according to each country regulation provided methods used are consistent with the Group’s policies and using assumptions on investment yields, morbidity/mortality and expenses.
Banking Change in scope Voting rights percentage Group share of interests
Result from discontinued operations net of tax - - - - - 480 - 480
Such techniques (embedded value types of methodologies) are industry specifi c valuation methods which are consistent with the principles of discounted earnings approaches as the value of business in force results from the projection of distributable earnings. The current shareholders’ net asset value is adjusted to take into account any difference between the basis of cash fl ows projections used in the value of business in force calculations and IFRS; ■ A nd profi tability on future new business.
Motors, an OYAK joint venture company, holds in AXA OYAK’s non-life subsidiary. The transaction closed on August 12, 2008.
At December 31, 2009, the goodwill had a net value of €72 million.
ACQUISITION OF THINC GROUP (RENAMED BLUEFIN ADVISORY SERVICES LIMITED FROM DECEMBER 31, 2008) (2007)
KVAG, AXA Lebensversicherung and Deutsche Ärzteversicherung starting from the situation as at January 1, 2006 amounted to €367 million.
Life & Savings deferred acquisition costs and equivalent net carrying value as at December 31 15,825 1,225 15,952 1,074 13,754 1,236
Fair value Carrying value % (value balance sheet) Fair value Carrying value % (value balance sheet)
Debt instruments designated as at fair value through profi t or loss (a) 380 5,332 2,060 7,772
Non controlled investment funds trading mainly holding debt instruments - - - - - -
(d) The carrying value of non controlled investment funds - Equity method is disclosed in the fair value column.
The dislocation of certain markets may be evidenced by various factors, such as very large widening of bid ask spreads which maybe helpful indicators in understanding whether market participants are willing to transact, wide dispersion in the prices of the small number of current transactions, varying prices over time or among market participants, inexistence of secondary markets, disappearance of primary markets, closing down of dedicated desks in fi nancial institutions, distress and forced transactions motivated by strong needs of liquidity or other diffi cult fi nancial conditions implying the necessity to dispose of assets immediately with insuffi cient time to market the assets to be sold, and large bulk sales to exit such markets at all costs that may involve side arrangements (such as sellers providing fi nance for a sale to a buyer). Specifi c measures following the fi nancial crisis such as the TALF program in the US resulted in government support, with resulting transactions prices not representing fair value. Transactions do not meet the defi nition of a forced or distress sale if the seller had a reasonable amount of time to market the assets or there were a number of parties competing to buy under normal market conditions. However, in an inactive market, a transaction price for the same instrument might not represent fair value if the transaction involved a seller that needed to sell the assets and there was one or very few buyers.
Fair value Assets not quoted in an active market/ No active market (2) Total
For ABS and CDOs measured as at December 31, 2009 using the valuation techniques described above (€7,492 million): ■ U sing alternative credit risks assumptions higher by 25%
(1) Restated in 2008 in comparison with 2007 in order to take into account a change in the way the amount of such assets based on a limited number of observable data was estimated: at the end of 2008, the two proportions disclosed for 2008 and 2007 were based on an estimation of the weight of observable data used by external pricing services when setting their quotes, while such estimated look through exercize was not performed at the date of issuance of December 31, 2007 fi nancial statements.
SBJ Group and RESO Garantia, and in the non-controlling interests’ buyout of AXA OYAK.
(b) The assets and liabilities of the Australian and New Zealand operations (including local holdings) are classifi ed as held for sale separately from other assets and liabilities in the consolidated statemend of fi nancial position as at December 31, 2009 (See Note 5.3.3). Thus the cash held by Australia and New Zealand (€988 million) is excluded from cash and cash equivalents.
In addition, AXA paid a €96 million premium for call options on
Unrealized gains and losses (net of tax) – Assets available for sale 4,676 (441) 4,753
At the end of 2009, most of the unrealized gains on assets available for sale related to the Life & Savings segment, leading to signifi cant movements in shadow policyholders’ participation. In jurisdictions where participating business represents an important portion of contracts in force and where required minimum local policyholders’ share in the entities’ results (limited to investment or not) are signifi cant, the reconciliation between gross unrealized gains and losses on available for sale fi nancial assets and the corresponding net reserve recognized in shareholders’ equity were as follows as at December 31, 2009: (in Euro milli on)
Unrealized gains and losses (net of tax) – Assets available for sale 1,845 36 637
(b) Including shadow accounting impact on premium defi ciency liabilities, after revaluation of available for sale investments.
(€+700 million), partly offset by the buyout of non-controlling interests in Morocco (€-256 million); ■ C hange in translation reserve (€-182 million); ■ O ther movements (€-608 million), mainly including dividends paid to non-controlling interests (€-544 million).
Of which measured at current assumptions (e) 4,881 - 46 4,927
TOTAL LIABILITIES ARISING FROM INVESTMENT CONTRACTS – NET OF REINSURANCE CEDED 93,063 93,063 85,876 85,876 111,138 111,138
Investment contract with no Discretionary Participation Features (DPF) measured at amortized cost 917 1,238 911
Group’s A&E claims are managed by AXA Liabilities Managers, a specialized unit in charge of managing the Group’s non-life runoffs.
The estimated impact of the unlocking of discount rates relating to Life & Savings reserves was €1,738 million for 2009 (compared to €-2,218 million for 2008 and €142 million for 2007) gross of policyholders’ participation and tax impacts and was included in the income statement of the period.
Guaranteed Minimum Income Benefi ts (GMIBs) offered on unitlinked contracts and guaranteed annuity purchase rates.
Other fi nancing debt instruments issued (less than €100 million) 116 91 (25)
banking pool) issued in 2008 to fi nance AXA development; iii. a €418 million decrease from the change in fair value of currency swaps and interest rate swaps.
(c) Also includes speculative derivatives relating to other fi nancial liabilities.
Current accounts payable to other companies 2,380 2,380 2,156 2,156 1,842 1,842
Policyholder tax – Net deferred tax assets/ (liabilities) 50 (332) 1 3 - (279)
TOTAL NET DEFERRED TAX ASSETS/ (LIABILITIES) 1,788 (1,247) (1,095) 135 (806) (1,226)
Policyholder tax – Deferred tax through profi t or loss (984) 962 - 69 - 47
TOTAL RECOGNIZED DTA BY LATEST DATE OF POSSIBLE USE 647 98 96 97 721 17 714 908 10,042 13,341
NB: This table includes all derivatives (assets and liabilities ), i.e. hedge, macrohedge and other, asset and liability positions.
Note 4 to the consolidated fi nancial statements refers to Risk
As at December 31, 2009, the notional amount of hedging derivative instruments as defi ned by IAS 39 (fair value, cash fl ow and net investment hedges) of the AXA Group t otaled €43,964 million (€35,331 million at the end of 2008 and €28,305 million at the end of 2007). Their net fair value was €-624 million (€-497 million at the end of 2008 and €1,596 million at the end of 2007).
Payments are made on the basis of the swap’s notional value. AXA primarily uses (i) interest-rate swap contracts to manage cash fl ows arising from interest received or paid, and
Debt instruments designated as at fair value through profi t or loss 43,579 (24) 51 43,606
(h) Derivatives instruments used in hedge of net investment in a foreign operation, and not attached to a debt on the face of the consolidated statement of fi nancial position .
Non-controlling interest of controlled investment funds and puttable instruments held by non-controlling interests holders 6,516 - - 6,516
Mediterranean and Latin American Region 6,697 6,414 5,276 of which direct premiums 1,898 2,016 1,915 of which reinsurance assumed 752 638 1,492 of which revenues from other activities 211 187 161
(a) Assets and liabilities of the Australian and New Zealand operations (including local holdings) are classifi ed as held for sale separately from other assets and liabilities in the consolidated statement of fi nancial position as at December 31 2009, but are included in the following table as liabilities arising from insurance contracts for € 1.9 million, and liabilities arising from investment contracts for € 6.6 million.
Net investment income is presented net of impairment charges on directly-owned investment in real estate properties, and net of amortization of debt instruments premiums/discounts. All investment management fees are also included in the aggregate fi gure.
Financing debt expenses amounted to €471 million in 2007, and included income and expenses relating to hedging derivative instruments on fi nancing debt, mainly at AXA SA (€211 million).
(c) Investment management expenses are included in the “Net investment income” profi t or loss caption.
Other staff costs and employees’ profi t sharing (a) 335 372 508
The assumptions relative to AXA Mexico, which was acquired in 2008, are disclosed in the category “Other”.
Actual return on plan assets 516 (1,498) 477 395 689 - (1) (3) (4) 3
Benefi ts paid by separate assets (66) (64) (60) (168) (168) - - - - -
Overfunded status (plan by plan) 19 21 200 12 1 - - - - -
(b) This amount includes the effect of the reclassifi cation of assets in the United States as plan assets rather than separate assets in 2007.
25.2.8. Change in actuarial gains and losses recognized in the statement of fi nancial position in the SoCI component of shareholders’ equity
Impact of foreign currency fl uctuations 6 (34) 10 24 (40) (1) 3 (5) - (1)
During 2009, the variation of the SoCI was mainly due to actuarial losses on liabilities driven by lower discount rates. The lower discount rate was mostly due to lower credit spreads.
The unit cost of the equity settled instruments does not vary for a given plan. The total charge is amortized over the vesting period and adjusted at each future closing date for the difference between actual and expected lapse.
Management Board were subject to the fulfi llment of this market performance condition.
The following tables show a summary of the U.S. holding company’s AXA ADR stock option plans: AXA ADR STOCK OPTION PLANS
This offering represented a total cost of €14.1 million taking into account the fi ve-year lock-up period.
Company’s Supervisory Board and Management Board serve as directors or executive offi cers of the Mutuelles AXA.
These commitments broke down as follows: Financing commitments received totaled €10,225 million at the end of 2009, and mainly consisted in: ■ T he Company and its affi liates (€8,754 million) received credit facilities from banks; ■ AllianceBernstein credit lines (€890 million) including credit facilities (€366 million) and revolving credit facilities
The €504 million increase in other commitments received was mainly due €+444 million by AXA Bank Europe.
Pledged securities and collaterized commitments 9,242 152 171 1,041 10,606 12,854 14,601
Financing commitments given totaled €2,289 million at the end of 2009, and consisted in: ■ F inancing commitments to customers (€2,242 million), mainly comprising commitments given related to loan commitments granted by AXA Bank Europe (€889 million), and by AXA
AXA’s insurance subsidiaries are limited to net income for the year and retained earnings calculated in accordance with the accounting policies used by the subsidiaries to prepare their fi nancial statements. Further restrictions may be imposed by the local insurance regulators in countries where AXA operates. In some cases, amounts available for distribution are also subject to regulatory capital adequacy tests or the approval of an independent actuary, or subject to individual provisions contained in a company’s by-laws.
In addition, several AXA subsidiaries are involved in lawsuits (both class action and individual), investigations, and other actions arising in the various jurisdictions where they do business, including the following: 30.2.1. United States Matters
In the United States, certain AXA subsidiaries are involved in a number of lawsuits, investigations and other actions in various states and jurisdictions where they do business. A detailed description of these matters involving AXA Financial, Inc. and its subsidiaries (including AXA Equitable Life Insurance Company and
Europe in early 2010 is ranging between €-0.3 billion before tax, with largest impacts in France, Germany, Belgium and Spain.
(1) On October 7, 2009, AXA announced that it intends to submit to the General Shareholders’ Meeting on April 29, 2010 a proposed change in its corporate governance structure from a dual board structure (Supervisory Board and Management Board) to an unitary Board structure (Conseil d’Administration).
Any Supervisory Board’s decision to award such compensation requires approval of the Supervisory Board (majority vote) at a duly convened meeting where at least half the members are present. For further information please see Part 2 – “Corporate governance, executive compensation, major shareholders and related matters” of this Annual Report.
Article 10 A-2 of AXA’s Charter provides that each member of the
Share capital reduction by cancellation of shares (-101,617) (-4,928,205) 2,089,381,925 4,784,684,608
Under French law, shareholders have preferential subscription rights to subscribe, on a pro rata basis, additional ordinary shares (and/or to convertible, exchangeable or other securities giving a claim, directly or indirectly, to AXA ordinary shares). This subscription right is transferable and normally trades separately during the subscription period for a capital increase. In order to issue additional shares without preferential subscription rights, except for issues already approved or authorized by
Shareholders’ Meetings held until the end of a two-year period following the date on which the shareholder has complied with the notifi cation requirements. Failure to comply with the notifi cation requirements set forth in AXA’s Charter will trigger the same voting limitations upon a request, registered in the minutes of the relevant
The AXA Group is engaged in the fi nancial protection and wealth management business on a global scale. As such, it is exposed to a very wide variety of risks – insurance risks, fi nancial market risks and other types of risk – which are described in detail in the Group’s Annual Report for the year ended December 31, 2009. Please see, in particular, Part 3 – “Risk Factors , Certain disclosures about m arket r isks and r elated m atters”, Part 1 –
The scope of the Audit Committee’s responsibilities is set forth in an Audit Committee Charter, approved by the Supervisory Board, which defi nes the Committee’s principal missions, including the following: ■ O verseeing the activities and systems of internal control over events that expose the Group to signifi cant risk; ■ M onitoring the fi nancial reporting process, the systems of internal control over fi nancial reporting and the accuracy and integrity of the Group’s fi nancial reporting; ■ O verseeing the qualifi cations and independence of the
For more information about the Executive Committee including its composition, please see Section 2.1 “Directors, s enior m anagement and employees” of the Group’s 2009 Annual
The role of Group Risk Management (GRM) is to identify, quantify and manage the main risks to which AXA is exposed. To this end,
When appropriate, this work leads to the implementation of decisions that affect the Group’s risk profi le, helping to reduce the volatility of AXA’s earnings through improved understanding of the risks taken and to optimize capital allocation.
The PBRC’s role encompasses principally the following: ■ E stablishing and distributing both consolidation and reporting standards and instructions; ■ M anaging the Group’s fi nancial reporting system; ■ P roducing the consolidated fi nancial statements and analyzing key performance indicators; ■ D eveloping and using management control tools; ■ C oordinating the production of AXA’s Document de Référence fi led with the AMF and AXA’s Form 20-F fi led with the SEC, in compliance with IFRS and US regulations; ■ L iaising with the Statutory Auditors and contributing to Audit
In line with this framework, AXA has organized its ICOFR system around fi ve key items: (1) Entity Level Controls (ELC), (2) IT ELC,
However, all internal control systems, no matter how well designed, have inherent limitations and do not constitute a guaranty or provide absolute certainty. Even systems determined to be effective by the Management may not prevent or detect human errors, systems malfunctions, fraud or misstatements and can provide only reasonable assurance. In addition, effective controls may become inadequate over time because of changes in conditions, deterioration of compliance with procedures or other factors.
I Report of the Statutory Auditors prepared in accordance with Article L.225-235 of the French Commercial Code on the report prepared by the Chairman of the Supervisory Board of AXA
It is the Chairman’s responsibility to prepare, and submit to the Supervisory Board for approval, a report describing the internal control and risk management procedures implemented by the Company and providing the other information required by Article L.225-68 of the
■ T o attest that the report sets out the other information required by Article L.225-68 of the French Commercial Code, it being specifi ed that it is not our responsibility to assess the fairness of this information.
(“Sarbanes”) during 2009 and management performed an annual evaluation of the Company’s disclosure controls and procedures
AXA’s internal control over fi nancial reporting is a process designed under the supervision of AXA’s principal executive and fi nancial offi cers to provide reasonable but not absolute assurance regarding the reliability of fi nancial reporting and the preparation of its published fi nancial statements. Internal control over fi nancial reporting includes policies and procedures that: ■ P ertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of
Group assets; ■ P rovide reasonable assurance that transactions are recorded as necessary to permit the preparation of fi nancial statements in accordance with the applicable generally accepted accounting principles; ■ P rovide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Group; and
AXA announces fi ling to voluntarily delist from the NYSE (03/16/210)
Notice to holders of 3.75% subordinated notes due 2000/2007 convertible in AXA shares - Share capital increase with preferential subscription rights (11/11/2009)
Extract of the minutes of the Management Board of 12/11/2009 regarding the increase of the share capital
The list of the nominative initiatives of sponsoring and patronage realized by AXA
Annual Report (Document de Référence ) is, to the best of my knowledge, in accordance with the facts and contains no material omission likely to render it misleading or inaccurate in any material respect.
Ordinary shares reserved for a specifi c category of benefi ciaries in connection with offerings for employees – 150 million (g) 18 months October 30, 2010
(b) Including the issue of ordinary shares or securities (i) in the event of a public offer initiated by the Company, (ii) in consideration for contributions-in-kind for up to 10% of the Company’s share capital, or (iii) as result of a securities issue by subsidiaries of AXA.
Maximum nominal amount of the capital increase in Euro Term Expiration
About 31,000 employees in 40 countries took part in SharePlan 2009, and participating employees invested a total of more than €393 million, as follows: ■ €26.7 million in the traditional plan; and
In the Company’s consolidated fi nancial statements, hedge accounting is applied to net investments in subsidiaries, such that exchange rate movements have no impact on Group results. In the parent company fi nancial statements, however, investments in subsidiaries are recorded in Euro at the historical cost, leading to unrealized exchange rate losses on debts being fully booked.
Operating expenses rose by €12 million to €298 million, mainly as a result of initiatives to deploy shared systems within the
US dollar debts by Group entities in 2009. This item refl ects unrealized losses on receivables and debts denominated in foreign currencies arising from their revaluation at the balance sheet closing exchange rate.
AXA ASIA PACIFIC HOLDINGS LIMITED (b) 1,153 1,052 44.10% 825 750 Collins Street MELBOURNE Victoria 3000
The decline in this item resulted mainly from the adverse impact on payables caused by the rally of the British pound against the Euro.
The deterioration of the economic environment and the persistence of the fi nancial crisis’ aftermaths continue to signifi cantly impact companies, and in particular their activity. This situation still gives rise to specifi c circumstances for the preparation of the fi nancial statements this year, in particular with respect to the accounting estimates required by accounting principles. In this context, we have carried out our own assessments and we would like to bring to your attention the following matters, in accordance with the requirements of Article L.823-9 of the French Commercial Code: ■ F inancial assets are recorded using the methods applying to each category and described in paragraph 2.5 of the notes to the fi nancial statements.
Return with the Investment impacts. It represents 29% of the adjusted opening Life & Savings EEV.
Setting of the annual amount of directors’ fees allocated to members of the Board of Directors
In the 4th resolution, you are being asked to approve the Statutory
AXA Group would be entitled to repurchase, partly or entirely, the outstanding shareholding of BNP Paribas in AXA on the date it exercises its repurchase option. Reciprocally, the BNP
Paribas Group will enjoy the same repurchase option over the outstanding shareholding of AXA in BNP Paribas.
The Management Board recommends that this authorization, which would replace and render null and void the unused portion of the authorization granted by the General Shareholders’
Resources Committee will be composed entirely of independent directors; ■ T he Rules of Procedure of the Board will provide for specifi c limitations on the powers of the PDG (and other executive management) and require prior Board’s approval for the most important transactions (sales or acquisitions over €500 million; signifi cant fi nancing operations or other type of transactions that are not in line with the Company’s announced strategy…).
Musée du Louvre...). He therefore has a comprehensive and continuing view over AXA’s businesses, its fact moving competitive and regulatory environment and the Group’s future challenges. As a result, the Supervisory Board believes that
Supervisory Board’s members would end by anticipation at the end of this General Shareholders’ Meeting. Consequently, you are requested to appoint the members of the Board of Directors of your Company under its new governance structure: ■ I n the 17th and 18th resolutions, you are being asked to appoint
Board carried out a consulting process among the employee shareholders either via direct consultation (“direct process”) or via consultation of the supervisory boards of FCPE mutual funds with indirect voting rights (“indirect process”). Six candidates were nominated within the “direct process” (names and percentages of votes cast in bracket): Ms. Wendy Cooper
Management Board decided on the principle as well as on the timetable of a new share capital increase of the Company through the issuance of a maximum number of 65,502,183 shares of the
France and (ii) corporate offi cers, employees or former employees enrolled in the International Employee Stock Purchase Plan (Plan
The Management Board decided to set the dates of the retraction/
AXA share trading value after dilution and before the Rights Issue €18.41
Impact of the transaction with AXA Asia Pacifi c Holdings (AAPH)
Combined impact of the transaction with AAPH and the Rights Issue
Before making any decision to invest, investors are required to consider the risks described on pages 40 to 46 and 192 to 227 of the English translation of the 2008 Document de Référence of the Company, and in particular the following risk factors: ■ R isks relating to the fi nancial markets, AXA’s fi nancial strength ratings and fi nancial condition, and the valuation of AXA’s assets; and
Revenues for the Group’s Life and Savings segment recovered modestly in the third quarter, notably with a solid performance in France. In Property and Casualty, the Group’s sales growth remained positive and the Group expects prices to generally increase over the coming months. Assets under management increased in the third quarter mainly as a result of higher equity markets. The Group’s outlook in global fi nance markets has improved over the last six months, which provides a more favourable environment for its business.
Number of new shares to be issued 174,112,428 shares, which may be increased to a maximum of 181,391,390 shares.
Gross issue proceeds €2,071,937,893, which may be increased to a maximum of €2,158,557,541.
The following persons will have a preferential right to subscribe to the Rights Issue: ■ holders of existing shares recorded in their name at the close of trading on 9 November 2009 as well as holders of shares held as a result of the exercise no later than 17 November 2009 at 11:59 p.m. (Paris time) of all currently exercisable stock options, the exercise no later than 20 November 2009 at 4:00 p.m. (Paris time) of all currently exercisable warrants, and the conversion no later than 20 November 2009 at 4:00 p.m. (Paris time) of all notes due 2017 convertible into AXA shares (the “Convertible Bonds”), and
Theoretical value of the preferential subscription right €0.38 based on the closing price of AXA’s shares on 6 November 2009.
Listing of the new shares The new shares will be listed on Euronext Paris from their expected issue on 4 December 2009 under the same ISIN code as the existing shares (ISIN FR0000120628).
AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle (the “AXA Mutuelles”), holding 14.29% of the share capital of the Company, have undertaken to subscribe by irrevocable entitlement (à titre irréductible) to the Rights Issue by exercising all of the preferential subscription rights attached to their shares. BNP Paribas SA and Schneider Electric, which hold, respectively, 5.36% and 0.47% of the share capital of the Company, have indicated their intention to subscribe by irrevocable entitlement (à titre irréductible) to the Rights Issue by exercising all of the preferential subscription rights attached to their shares.
November 4, 2009) would be the following: Shareholder interest (in %)
Publication of a press release describing the main features of the Rights Issue and the availability of the French Prospectus.
10 November 2009 Opening of the subscription period. Detachment and commencement of trading of the preferential subscription rights on Euronext Paris.
18 November 2009 Commencement of the suspension period for the exercise of stock options 23 November 2009 End of the subscription period. End of trading of the preferential subscription rights.
In our capacity as Statutory Auditors of AXA, and in accordance with Articles L.225-135 et seq of the French Commercial Code, we hereby submit our report on the proposed authorization granted to the Management Board in order to increase the share capital without preferential subscription rights, up to a nominal amount of €150 million, by issuing ordinary shares or other securities giving a claim to the
Board in accordance with the conditions set forth by applicable laws and regulations; PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie
• set the deadline for paying up of the subscribed ordinary shares or other securities giving a claim to the capital,
In our capacity as Statutory Auditors of AXA, and in accordance with Articles L.225-135 et seq of the French Commercial Code, we hereby submit our report on the proposed authorization granted to the Management Board in order to increase the share capital without preferential subscription rights, up to a maximum nominal amount of €150 million, by issuing ordinary shares in favor of a category of benefi ciaries, on which you are being asked to deliberate and vote.
French Commercial Code and L.3344-1 as well as L.3344-2 of the French Labor Code. This structured offer shall be similar, in terms of economic profi le, to the offer for other employees and corporate offi cers of the Company or its affi liated companies or economic interest groups within the meaning of Article L.225-180 of the French Commercial Code and Articles L.3344-1 and L.3344-2 of the
We performed our work in accordance with the standards of our profession applicable in France. These standards require that we verify whether the reasons and the conditions of the capital reduction are appropriate.
Board Report relative to the Management Board Report and to the fi nancial statements for the year ended December 31, 2009, as well as the Statutory Auditors’ Report on the consolidated fi nancial statements, hereby approve the Company’s consolidated fi nancial statements for the year ended December 31, 2009 as presented, together with the transactions summarized or referred to in the aforementioned reports.
Commercial Code (Code de commerce), hereby approve the aforementioned report as well as the agreements and commitments described therein.
2) Resolve that these ordinary shares may be acquired for the purpose of: a) optimizing the liquidity of AXA ordinary shares, and notably to foster regular and liquid listings, through a liquidity contract that complies with the AMAFI
This authorization replaces and renders null and void the unused portion of the authorization by the shareholders at their meeting of April 30, 2009 under the twentieth resolution. It is granted for a period of 18 months as of the date of this Meeting.
Articles L.3344-1 and L.3344-2 of the French Labor Code implemented, notably, by virtue of a capital increase carried out pursuant to the twelfth resolution submitted to this
Such amendments would be fully applicable in the event of a preferred shares issue subject to (i) a new numbering of the
Extraordinary Shareholders’ Meeting on April 30, 2009 for a period of 26 months expiring on June 30, 2011 (Delegation of authority to the Management Board in order to increase the share capital of the Company by issuing preferred shares, without preferential subscription rights of ordinary shareholders); ■ R esolve that the fi nancial statements of the fi scal year starting on January 1, 2010 will be closed and submitted pursuant to legal and statutory provisions applicable to public companies
■ S ubject to the approval of the aforementioned fi fteenth resolution, to remove from the Bylaws Article 10 A 2 relative to the duty for each member of the Board of Directors to hold at least one hundred shares of the Company and to number accordingly the paragraphs of Article 10A; ■ T o grant full authority to the Management Board or, in case of approval of this fi fteenth resolution, to the Board of
APPOINTMENT OF MR. JACQUES DE CHATEAUVIEUX TO THE BOARD OF DIRECTORS
Pursuant to Article 10 of the Bylaws, this term of offi ce is equal to his remaining term of offi ce as member of the Supervisory Board and will expire at the end of the General Shareholders’ Meeting convened in 2011 to approve the fi nancial statements of the preceding fi scal year.
■ H ereby appoint Mr. John Coultrap as member to the Board of
Directors for four years. Pursuant to Article 10 of the Bylaws, his term of offi ce will expire at the end of the General Shareholders’
The shareholders, having fulfi lled the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, having reviewed the Management Board Report and subject to the approval of the fi fteenth resolution hereinbefore relative to the change in the Company’s governance structure,
■ H ereby appoint Mr. Sébastien Herzog as member to the
The candidates having received more than 2% of the votes cast in the consultation of employee shareholders shall be submitted to a vote at the General Shareholders’
The list of candidates shall appear in the notice of the
Article 11 – Chairman of the Board of Directors – Bureau of the Board of Directors 1. The Board of Directors appoints, among its members who are individual persons, a Chairman. His/her term of offi ce shall not exceed that of his/her term of offi ce as director. The
3. The Board of Directors may allow the Chief Executive Offi cer to grant guarantees, endorsements and warrantees, on behalf of the Company, up a global amount the Board sets.
2. When the Executive Management of the Company is assumed by the Chairman of the Board of Directors, he/she is called Chairman and Chief Executive Offi cer (Président
Shareholders’ Meeting convened to approve the fi nancial statements of the preceding fi scal year and held during the year the Chief Executive Offi cer reaches the age of sixty-fi ve.
Chief Executive Offi cer. Dismissal without cause may give rise to compensatory damages.
Executive Offi cer, shall determine the scope and duration of powers vested to the Deputy Chief Executive Offi cers.
APPENDICES A APPENDIX VII GENERAL SHAREHOLDERS’ MEETING – APRIL 29, 2010 of the French Civil Code (Code c ivil), 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. Notwithstanding the foregoing, in the event shares are sold or otherwise legally transferred before the third business day preceding the Shareholders’ Meeting at 0.00 am Paris time, the Company shall invalidate or modify accordingly, as the case may be, the proxy or voting form completed online prior to the meeting.
(Economics, Accounting and Business Management). He also has 2 professional designations from the American College
(IBM North America User Group) where he held various positions (Project/Group Manager, Board of Directors’ treasurer, delegate to SHARE Europe conference and Managing Director of Marketing). In 2004, he joined the AXA Group Licensing
The drop in headcount was largely pronounced in the Asia-Pacifi c
Region (-9,8%) and the United Kingdom (-16%). Headcount in the rest of Europe and the Americas remained fairly constant while some regions, e.g. Central and Eastern Europe, continued to grow. The decrease in headcount was the result of redundancy plans, outsourcing initiatives and a conservative hiring policy together with the non replacement of departures by new hires.
Temporary employment followed the overall trend, with a decrease in the number of fi xed-term contracts by 4%, and the number of external temporary staff was cut by 14%.
The internal mobility rate rose from 12% to 14% amongst nonsales employees, a rise due to the Mediterranean Region, the
Following a trend that begun in 2006, overtime continued to decrease and reached 1,6% of the total working hours.
AXA joined the United Nations’ Global Compact in February 2003, formally committing to uphold the following two principles for fundamental human rights: 1) Taking the steps needed to protect and comply with internationally proclaimed human rights; 2) Taking the steps needed to ensure that they do not knowingly aid or abet human rights violations.
Net job creation during the year (external recruitments + fi xed-term to open-ended – departures) 3,799 (a) -187% -3,318
AXA Australia has rationalised energy use and set itself stringent targets, in addition to the Group targets. AXA Belgium has installed solar panels on certain buildings and conducts
emissions resulting from business travel: airplane and train T eq. CO
Stable reporting perimeter compared to 2008, representing the 41 most significant countries where the AXA Group is present. Of note, Key Performance Indicators (KPIs) are highlighted in bold.
Statement made by the person responsible for the Annual Financial Report 434