Notice of Meeting
Shareholders’ Meeting (Ordinary and Extraordinary) Tuesday June 30, 2020 at 9:30 am at AXA’s registered office 25, avenue Matignon 75008 Paris – France AXA Société Anonyme Index (a public company under French law) Registered share capital: €5,536,521,831.67
Registered office: 25 avenue Matignon 75008 Paris - France 1 Message of the Chairman of the Board of Directors Paris Trade and Company Register: 572 093 920 2 Agenda
Information set forth in Article R.225-81 4 Report of the AXA Board of Directors on the proposed of the French Commercial Code (Code de commerce). resolutions
This document is a free translation 20 Proposed resolutions submitted by the AXA Board of Directors of the French Notice of Meeting (Brochure de Convocation) Information on the candidates to the AXA Board of Directors and is proposed for information 30 purposes only. Only the original version in the French - Directors whose term of office is up for renewal language has legal force. - Candidates for appointment as director This document is available in French and English together on the AXA website 42 Reports of the Statutory Auditors (www.axa.com). 49 Supplementary reports (capital increase reserved for employees of the AXA Group)
53 Executive summary of AXA’s situation in 2019
65 How to participate in the Shareholders’ Meeting?
- Conditions for participation in the Shareholders’ Meeting
- Formalities prior to the Shareholders’ Meeting
- How to obtain the documents?
- With the paper voting form
- Via the Internet
73 Request for printed materials and information pursuant to Article R.225‑83 of the French Commercial Code Warning The international and national situation linked to the Coronavirus outbreak (COVID-19) has led the Company to review the customary organization of the Shareholders’ Meeting to ensure the proper security level for this event. AXA’s Shareholders’ Meeting will exceptionally be held without its shareholders (or any authorized person) being physically present. It is strongly recommended to vote by Internet on the secured website VOTACCESS. Every effort will be made to facilitate your remote participation. AXA’s Shareholders’ Meeting will be fully broadcasted live and in replay on the Company’s website (www.axa.com). For further information, shareholders are invited to regularly consult the page dedicated to the 2020 Shareholders’ Meeting on the Company’s website (www.axa.com, under the heading Investors / Individual Shareholders / Shareholders’ Meetings).
Message of the Chairman of the Board of Directors
Dear shareholders,
I am pleased to inform you that AXA’s Shareholders’ Meeting (Ordinary and Extraordinary) will be held on Tuesday June 30, 2020 at 9:30 am Paris time at AXA’s registered office, 25 avenue Matignon - 75008 Paris - France.
However, in compliance with government and health authorities’ instructions to fight the spread of the Covid-19, the Shareholders’ Meeting will exceptionally be held this year without its shareholders (or any authorized person) being physically present.
I sincerely regret this, because I am very attached to our annual meeting, but I am certain that you will understand the situation. Despite this constraint, I hope that you will be able to participate massively, by voting by mail or by sending your written questions before the Meeting. This meeting will continue to be a privileged moment of information that you will have the opportunity to follow, live or in replay, on AXA’s website. It will also be an opportunity for you, as a shareholder, to participate, through your vote, in important decisions for AXA. During this meeting, you will be asked in particular to approve the financial statements for the 2019 fiscal year and the distribution of a dividend of €0.73 per share.
You will find in the following pages all the relevant information regarding this Shareholders’ Meeting, including its agenda, the resolutions submitted to your vote and the instructions on how to participate.
On behalf of the Board of Directors, I would like to thank you for your trust, loyalty and the attention you will surely pay to the proposed resolutions submitted to your vote.
Sincerely yours.
Denis Duverne Chairman of the Board of Directors
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 1 Agenda
As an Ordinary Shareholders’ Meeting
Board of Directors’ report Seventh resolution Approval of the compensation policy for the Chief Executive Report of the AXA Board of Directors on corporate Officer in accordance with Article L.225-37-2 II of the French governance Commercial Code Report of the AXA Board of Directors on the proposed resolutions Eighth resolution Approval of the compensation policy for the Chairman of the Reports of the Statutory Auditors on the Company’s Board of Directors in accordance with Article L.225-37-2 II of the financial statements and the consolidated financial French Commercial Code statements for 2019 fiscal year
Special report of the Statutory Auditors on the regulated Ninth resolution agreements pursuant to Article L.225-38 of the French Approval of the compensation policy for the directors of the Commercial Code Company in accordance with Article L.225-37-2 II of the French Commercial Code First resolution Approval of the Company’s financial statements for the 2019 Tenth resolution fiscal year - parent only Statutory Auditors’ special report on regulated agreements as set forth in Articles L.225-38 et seq. of the French Commercial Code Second resolution Approval of the consolidated financial statements for the 2019 fiscal year Eleventh resolution Re-appointment of Mrs. Angelien Kemna as director Third resolution Earnings appropriation for the 2019 fiscal year and declaration Twelfth resolution of a dividend of €0.73 per share Re-appointment of Mrs. Irene Dorner as director
Fourth resolution Thirteenth resolution Approval of the information referred to in Article L.225-37-3 I Appointment of Mrs. Isabel Hudson as director of the French Commercial Code relating to the compensation of corporate officers Fourteenth resolution Appointment of Mr. Antoine Gosset-Grainville as director Fifth resolution Approval of the individual compensation of Mr. Denis Duverne, Fifteenth resolution Chairman of the Board of Directors Appointment of Mrs. Marie-France Tschudin as director
Sixth resolution Sixteenth resolution Approval of the individual compensation of Mr. Thomas Buberl, Appointment of Mrs. Helen Browne as director, upon proposal Chief Executive Officer of the employee shareholders of the AXA Group
2 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Agenda
Resolution A (not approved by the Board of Directors) Resolution E (not approved by the Board of Directors) Appointment of Mr. Jérôme Amouyal as director, upon proposal Appointment of Mr. Timothy Leary as director, upon proposal of the employee shareholders of the AXA Group of the employee shareholders of the AXA Group
Resolution B (not approved by the Board of Directors) Resolution F (not approved by the Board of Directors) Appointment of Mrs. Constance Reschke as director, upon Appointment of Mr. Ashitkumar Shah as director, upon proposal proposal of the employee shareholders of the AXA Group of the employee shareholders of the AXA Group
Resolution C (not approved by the Board of Directors) Seventeenth resolution Appointment of Mr. Bamba Sall as director, upon proposal of Authorization granted to the Board of Directors to purchase the employee shareholders of the AXA Group ordinary shares of the Company
Resolution D (not approved by the Board of Directors) Appointment of Mr. Bruno Guy-Wasier as director, upon proposal of the employee shareholders of the AXA Group
As an Extraordinary Shareholders’ Meeting
Report of the AXA Board of Directors on the proposed Twentieth resolution resolutions Authorization granted to the Board of Directors to reduce the share capital through cancellation of ordinary shares Reports of the Statutory Auditors
Eighteenth resolution Twenty-first resolution Delegation of power granted to the Board of Directors to Amendment of Article 10, D-1 (Directors representing the increase the share capital of the Company by issuing ordinary employees) of the Company’s Bylaws in order to lower the shares or securities giving a claim to the Company’s ordinary threshold, in number of directors, triggering the obligation to shares, reserved for employees enrolled in an employer- appoint a second director representing the employees on the sponsored company savings plan, without preferential Board of Directors subscription rights of the shareholders Twenty-second resolution Nineteenth resolution Authorization to comply with all formal requirements in Delegation of power granted to the Board of Directors to connection with this Shareholders’ Meeting increase the share capital of the Company by issuing ordinary shares, without preferential subscription rights of the shareholders, in favor of a specific category of beneficiaries
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 3 Report of the AXA Board of Directors on the proposed resolutions
To the shareholders of AXA, two employee representatives to the Board of Directors (resolution 21). We convene you to this Ordinary and Extraordinary Shareholders’ Meeting to submit a number of resolutions for This report corresponds to the part of the Board of Directors’ your consideration pertaining to the: report regarding the presentation of the resolutions submitted to the Shareholders’ Meeting. The entire report of the Board I. approval of the AXA annual and consolidated financial of Directors to the Shareholders’ Meeting is included, as it statements for the year ended December 31, 2019 and is authorized by Article 222-9 of the Autorité des marchés determination of the amount of the dividend (resolutions 1 financiers (AMF) General Regulations (Règlement Général to 3); de l’AMF), in the 2019 Universal Registration Document II. approval of the elements of compensation paid during (Document d’Enregistrement Universel) of the Company and or granted for the year ended December 31, 2019 to the a correspondence table referring to each section composing corporate officers of the Company(resolutions 4 to 6); the 2019 Universal Registration Document is disclosed in III. approval of the compensation policy applicable to the Appendix VI of the said document. corporate officers of the Company(resolutions 7 to 9); IV. Statutory Auditors’ special report on regulated agreements The Board of Directors’ report is composed of the present (resolution 10); report as well as (i) the report referred to in Article L.225-100 V. re-appointment of two directors and appointment of et seq. of the French Commercial Code (Code de commerce), four directors, one of them upon proposal of the employee (ii) the report on the employees’ ownership in the Company’s shareholders of the AXA Group (resolutions 11 to 16 and capital referred to in Article L.225-102 of the French Commercial resolutions A to F); Code, (iii) the non-financial performance statement referred to VI. renewal of the authorizations related to the share in Article L.225-102-1 et seq. of the French Commercial Code, repurchase program and the cancellation of shares (iv) the vigilance plan referred to in Article L.225-102-4 of the (resolutions 17 and 20); French Commercial Code and (v) the corporate governance VII. renewal of the delegations of power granted to the Board report referred to in Article L.225-37 et seq. of the French of Directors to issue ordinary shares or securities giving a Commercial Code notably presenting the composition of the claim to ordinary shares of the Company through employee Board of Directors, the implementation of the diversity policy savings plans (resolutions 18 and 19); applicable to its members, the conditions of preparation and VIII. amendment of the Bylaws relating to the threshold, in terms organization of the Board of Directors’ work and the corporate of number of directors, triggering the obligation to appoint officers compensation.
I – Approval of the annual financial statements
Ordinary resolutions 1 to 3 press release, information or document qualified as regulated information. All the documents mentioned in (i) to (iii) are made The first items on the agenda pertain to the approval of AXA’s available in accordance with applicable laws and regulations, annual financial statements (resolution 1) and consolidated in particular on AXA’s website (www.axa.com). financial statements (resolution 2). AXA’s annual financial statements for the year ended December 31, 2019 show a profit The purpose of resolution 3 is to determine the allocation of €4,301 million, compared to a profit of €307 million for the of earnings for the 2019 fiscal year which shows a profit of preceding fiscal year. The consolidated financial statements €4,301 million. The income available for appropriation amounts for the 2019 fiscal year show a net income Group share of to €10,683,183,370.09 and consists in the 2019 earnings, to €3,857 million, compared to €2,140 million for the preceding which are added prior retained earnings for €6,378,422,564.14 fiscal year. For further information on AXA’s 2019 financial and the excess amount of the legal reserve for €3,453,984.55. statements and on the evolution of the Company’s business during 2019 and since the beginning of 2020, please refer to Pursuant to the communications of the European Insurance (i) the 2019 Universal Registration Document filed with the and Occupational Pensions Authority (EIOPA) and the Autorité AMF, (ii) the May 5, 2020 press release presenting the Group’s de Contrôle Prudentiel et de Résolution (ACPR) on April 2, and on activity indicators for the first quarter of 2020 and (iii) any other April 3 and April 21, 2020, respectively, relating to the adoption
4 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
of a prudent approach towards dividend distributions during This dividend would be paid out on July 9, 2020 and the the Covid-19 pandemic, AXA’s Board of Directors decided, ex-dividend date would be July 7, 2020. during its June 2, 2020 meeting, to reduce its dividend proposal from €1.43 per share to €0.73 per share. Your Company’s Board The shareholders are informed that, in accordance with the of Directors therefore proposes the payment of a dividend of current laws and regulations, the gross amount of dividends €0.73 per share for the fiscal year 2019. will automatically be subject to a unique withholding tax liquidated at an overall rate of 30% (i.e. 12.8% as income tax Based on the number of shares entitled to dividends on and 17.2% as social contributions), unless in case of express December 31, 2019, i.e. 2,417,695,123 shares, the total amount and irrevocable option for the progressive scale on income of the dividend is therefore €1,764,917,439.79. The remaining earnings, i.e. €8,918,265,930.30, would be allocated to the tax which would then apply to all capital income paid in 2020. “Retained earnings” account for an amount of €7,225,879,344.20 The option for the progressive scale would give right to the and to the reserve for contingencies (réserve pour éventualités 40% tax relief pursuant to paragraph 2° of Article 158.3 of the diverses) for an amount of €1,692,386,586.10. French General Tax Code (Code général des impôts), i.e. €0.29 per share. This regime applies to all individuals deemed to be However, should the number of shares entitled to dividends French residents for tax purposes. increase or decrease between December 31, 2019 and the date of the Shareholders’ Meeting, the total amount of dividends For individual beneficiaries deemed to be French residents for would be adjusted accordingly, and the amount allocated to the tax purposes, should they have opted for the progressive scale “Retained earnings” account would be determined according on income tax, the taxes related to the dividends will be, except to the dividend effectively paid. in specific exemption cases, submitted to a withholding tax of 12.8%, which would correspond to a down payment on the Furthermore, the treasury shares held by the Company on following year’s income tax. the date the dividends are made available for payment do not give right to a dividend. The amounts corresponding to unpaid The welfare taxes (CSG, CRDS, welfare deduction and additional dividends related to such shares would thus be allocated to the “Retained earnings” account and the total amount of the contributions) due by the individuals deemed to be French dividend would be adjusted accordingly. residents for tax purposes are in any case paid on the date of the dividend payout on the gross amount of the dividend. It is therefore proposed to authorize the Chief Executive Officer, with the right to sub-delegate, to debit or credit the “Retained Pursuant to Article 243 bis of the French General Tax Code, the earnings” account with the necessary amount within the table below summarizes dividend payout information, with and conditions described above. without the 40% tax relief, for the previous three fiscal years
2016 fiscal year 2017 fiscal year 2018 fiscal year Dividend per share €1.16 €1.26 €1.34 Amount per share with tax relief €1.16 €1.26 €1.34 Amount per share without tax relief €0 €0 €0 Total amount with tax relief €2,813,172,990.80 €3,055,797,046.26 €3,188,708,173.10
II – Approval of the compensation elements paid during or granted with respect to the 2019 fiscal year to the corporate officers of the Company
Ordinary resolutions 4 to 6 Ordinance n°2019-1234 of November 27, 2019 relating to the compensation of corporate officers of listed companies, the In accordance with the provisions of Article L.225-100 II of the compensation elements paid during or granted with respect French Commercial Code, the information referred to in Article L.225-37-3 I of the French Commercial Code and presented in to the 2019 fiscal year to the corporate officers of the Company the Board of Directors’ report on corporate governance relating for their terms of office are submitted, under resolutions 5 and to the compensation paid during or granted with respect to 6, to the shareholders’ vote, namely: the 2019 fiscal year to the Company’s corporate officers for • Mr. Denis Duverne, Chairman of the Board of Directors; and their terms of office are submitted, under resolution 4, to the shareholders’ vote. • Mr. Thomas Buberl, Chief Executive Officer.
Furthermore, in accordance with the provisions of Article As necessary, approval of the resolutions 5 and 6 under the L.255-100 III of the French Commercial Code resulting from authority Ordinance 2019-1234 of November 27, 2019 relating
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 5 Report of the AXA Board of Directors on the proposed resolutions
to the compensation of corporate officers of listed companies the fixed, variable and exceptional components of the total implies and constitutes approval of these resolutions under compensation and benefits of any kind to be allocated to the Article L.225-100 II of the French Commercial Code in its version Company’s corporate officers with respect to the 2019 fiscal prior to the aforementioned ordinance. year.
As a reminder, the Shareholders’ Meeting of April 24, 2019 Consequently, it is proposed under resolution 5, that you vote approved, in resolutions 6 and 7 and in accordance with the on the following compensation elements paid during or granted provisions of the regulation in force at the time, the principles with respect to the 2019 fiscal year to Mr. Denis Duverne, and criteria for determination, distribution and allocation of Chairman of the Board of Directors:
Compensation elements paid during or granted with respect to the 2019 fiscal year to Mr. Denis Duverne, Chairman of the Board of Directors, submitted to the shareholders’ vote
Compensation elements paid during or granted with respect to the 2019 fiscal year
Amount or accounting Presentation valuation submitted to the vote
Fixed compensation €1,200,000 No evolution compared to 2018. (paid amount) Annual variable N/A No variable compensation. compensation Multi-annual N/A No multi-annual variable compensation. variable compensation Exceptional N/A No exceptional compensation. compensation Stock options, Stock options = N/A No stock option grant. performance shares No performance share grant. or other grants of Performance shares shares = N/A Other element = N/A Absence of any other long-term compensation element. Directors’ fees N/A No directors’ fees received from the Company. Benefits of any kind €6,038 The only benefit in kind granted to Mr. Denis Duverne in 2019 was a company car. (accounting valuation)
Compensation elements paid during or granted with respect to the 2019 fiscal year to Mr. Denis Duverne which are or have been subject to a vote by the Shareholders’ Meeting under the procedure of regulated agreements and commitments
Amount submitted Presentation to the vote
Termination of N/A No compensation for termination of service. service Non-competition N/A No non-competition clause. clause Supplementary €0 Mr. Denis Duverne, Chairman of the Board of Directors since September 1, 2016, has pension scheme decided to waive payment, for his entire term of office as Chairman of the Board, of the benefits to which he would have been entitled to as from September 1, 2016 under the complementary pension scheme for Group executive employees in France, amounting to circa €750,000 per year. Mr. Denis Duverne has decided not to receive payment of these annuities until termination of his term of office as Chairman of the Board without retroactive payment.
6 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
It is proposed under resolution 6, that you vote on the following compensation elements paid during the 2019 fiscal year or granted with respect to the 2019 fiscal year to Mr. Thomas Buberl, Chief Executive Officer:
Compensation elements paid during the 2019 fiscal year or granted with respect to the 2019 fiscal year to Mr. Thomas Buberl, Chief Executive Officer, submitted to the shareholders’ vote
Compensation elements paid during the 2019 fiscal year or granted with respect to the 2019 fiscal year
Amount or accounting Presentation valuation submitted to the vote
Fixed €1,450,000 No evolution compared to 2018. compensation (paid amount)
Annual variable €1,609,500 Variable compensation determined on the basis of a predefined target amount (€1,450,000 in compensation (including deferred 2019, no evolution compared to 2018(1)) and fully subject to the achievement of performance (payment compensation) conditions based on: subordinated to – the Group’s performance (representing 50%), as assessed based on underlying earnings the approval of per share, return on equity (Adjusted Return on Equity – RoE), gross revenues in both this Shareholders’ Commercial Property & Casualty and in Protection & Health and Net Promoter Score Meeting) (customer recommendation index). The relative weight of each indicator is, respectively, 55%, 15%, 15% and 15%. The Group performance has been evaluated at 108% for the 2019 fiscal year; and – the individual performance of the Chief Executive Officer (representing 50%), evaluated on the basis of different indicators and qualitative and quantifiable objectives specifically related to strategic initiatives set and reviewed each year. Mr. Thomas Buberl’s individual performance has been evaluated by the Board of Directors at 114.5% for the 2019 fiscal year. Mr. Thomas Buberl’s overall performance rate for 2019 is therefore 111%. See Section 3.2 “Annual variable compensation and performance conditions” of the 2019 Universal Registration Document for further details. Since 2013, a deferred compensation mechanism with respect to 30% of the corporate officer’s annual variable compensation over a two-year period has been implemented. This mechanism was confirmed by the Board of Directors in February 2020. The deferred amounts of Mr. Thomas Buberl’s annual variable compensation as Chief Executive Officer, with respect to the 2019 fiscal year, will consequently be paid out in two tranches, respectively in 2021 and 2022. The amount of the payout will vary depending on the AXA share price evolution over the deferral period and will be subject to a floor set at 80% of the deferred amount and to a cap set at 120% of the deferred amount. See Section 3.2 “Annual deferred variable compensation” of the 2019 Universal Registration Document for further details.
Multi-annual N/A No multi-annual variable compensation. variable compensation
Exceptional N/A No exceptional compensation compensation
(1) The annual variable compensation of the Chief Executive Officer for 2018 paid in 2019 in the amount of €1,725,500 (including the deferred portion) was approved by the Shareholders’ Meeting held on April 24, 2019 (5th resolution). The Chief Executive Officer also received in 2019 (i) the second tranche of his deferred variable compensation for the 2016 fiscal year, i.e. an amount of €81,410 and (ii) the first tranche of his deferred variable compensation for the 2017 fiscal year i.e. an amount of €243,303.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 7 Report of the AXA Board of Directors on the proposed resolutions
Amount or accounting Presentation valuation submitted to the vote
Stock options, Stock options = N/A No stock option grant. performance shares or other Performance Grant of 133,458 performance shares, representing 0.006% of the share capital and fully grants of shares shares = subject to performance conditions. €2,024,558 The number of performance shares which can be definitively acquired may vary between (accounting valuation) 0% and 130% of the number initially granted, according to the level of achievement of the following quantitative performance indicators over a period of three cumulated fiscal years: adjusted earnings per share, underlying earnings and the adjusted earnings, a criterion linked to Corporate Responsibility – CR (based on the Dow Jones Sustainability - DJSI Index) and a financial criterion to compare the growth of the total return of the AXA share (Total Shareholder Return - TSR) against the growth of the TSR of the stock reference index of the insurance sector (SXIP). Date of the decision of the grant by the Board of Directors: June 19, 2019 Date of the authorization of the Shareholders’ Meeting: April 24, 2019 (resolution 23) See Section 3.2 “Performance shares and international performance shares” of the 2019 Universal Registration Document for further details.
Other element = N/A Absence of any other long-term compensation element.
Performance €391,961 Grant of 18,947 performance shares allocated to a collective supplementary pension shares allocated (accounting valuation) scheme with defined benefits, representing 0.0008% of the share capital and fully subject to a collective to performance conditions. supplementary These performance shares are subject to an acquisition period of three years and an pension scheme obligation to hold the shares until retirement, provided that the beneficiaries may sell their with defined shares for diversification purposes (following the three-year acquisition period), as long as benefits the sale proceeds are invested in a long-term savings plan until the beneficiary’s retirement. The definitive acquisition of these shares is subject to the achievement of a performance condition related to the average AXA Group Solvency II ratio calculated during the acquisition period. Date of the decision of the grant by the Board of Directors: December 18, 2019 Date of the authorization of the Shareholders’ Meeting: April 24, 2019 (resolution 24) See Section 3.2 “Pension commitments” of the 2019 Universal Registration Document for further details.
Directors’ fees N/A No directors’ fees received from the Company.
Benefits of any €4,044 The only benefit in kind granted to Mr. Thomas Buberl in 2019 was a company car. kind (accounting valuation)
8 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
Compensation elements paid during the 2019 fiscal year or granted with respect to the 2019 fiscal year to Mr. Thomas Buberl which are or have been subject to a vote by the Shareholders’ Meeting under the procedure of regulated agreements and commitments
Amount submitted Presentation to the vote
Termination €0 Severance benefit applicable, except in case of gross or willful misconduct, solely in the of service event of dismissal or non-renewal. The payment of the severance benefit would be subject to the three following performance conditions: (1) achievement, for at least two of the three preceding fiscal years, of the objectives set for the beneficiary’s variable compensation and corresponding to the payment of at least 60% of his variable compensation target; (2) evolution of the AXA share price at least equal to the stock reference index of the insurance sector (SXIP) (in percentage) over a three-year period preceding the termination of the term of office; (3) average adjusted Return on Equity (RoE) over the three preceding consolidated fiscal years higher than or equal to 5%. The amount of the severance benefit would be adjusted in accordance with the level of achievement against these performance conditions: 100% of the severance benefit would be paid if at least two of the three performance conditions were met; 40% of the severance benefit would be paid if only one performance condition was met; and no severance benefit would be paid if none of the performance conditions were met. Notwithstanding the foregoing, if only two of the three performance conditions were met, the amount of severance benefit would be reduced by 50% if performance condition (1) was not met or if AXA’s consolidated net income for the preceding fiscal year was negative. The initial amount of the severance benefit is equal to 12 months of the average compensation (fixed and variable) paid during the 24-month period preceding termination for Mr. Thomas Buberl. One month should then be added to the initial amount of the severance benefit for each additional year after September 1, 2016, up to a maximum of 24 months. Date of decision of the Board of Directors: August 2, 2016 Date of presentation to the Shareholders’ Meeting: April 25, 2018 (resolution 9) See Section 3.2 “Termination provisions” of the 2019 Universal Registration Document for further details.
Non-competition N/A No non-competition clause. clause
Supplementary N/A See Section above “Performance shares allocated to a collective supplementary pension pension scheme scheme with defined benefits”.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 9 Report of the AXA Board of Directors on the proposed resolutions
III – Compensation policy applicable to the corporate officers of the Company
Ordinary resolutions 7 to 9 Under resolutions 7 to 9 you are being asked to approve, in variable compensation due to the Company’s corporate accordance with the provisions of Article L.225-37-2 II of the officers. This Compensation policy would be applicable to French Commercial Code, the components of the compensation the current fiscal year, namely the 2020 fiscal year, and would policy respectively applicable to the Chief Executive Officer, the remain so until the next Shareholders’ Meeting approving the Chairman of the Board of Directors and the directors of the accounts for the fiscal year ended December 31, 2020. Company. This policy, attached to this report, is in particular intended to describe all the components of the fixed and
IV – Approval of regulated agreements
Ordinary resolution 10 agreements referred to as “regulated agreements”. It is specified under this resolution that no new regulated agreement was Under resolution 10, you are being asked to acknowledge the conclusions of the Statutory Auditors’ special report on the entered into during the year ended on December 31, 2019.
V – Re-appointment of two directors and appointment of four directors, one of them upon proposal of the employee shareholders of the AXA Group
Ordinary resolutions 11 to 16 and ordinary Mrs. Isabel Hudson’s (61 years old) candidacy was selected by the resolutions A to F Board of Directors especially due to her significant experience in the insurance sector and her executive management profile. Re-appointment of Mrs. Angelien Kemna and Mrs. Irene Dorner Mrs. Isabel Hudson was previously Chairwoman of Prudential (resolutions 11 and 12) International Assurance, Chairwoman of National House Building Council and Chief Executive Officer of Synesis Life You are being asked to approve the re-appointment of Limited. She is director of BT Group plc. Mrs. Angelien Kemna and Mrs. Irene Dorner as directors, for a four-year term, pursuant to Article 10 of the Company’s Bylaws, The Board of Directors assessed the situation of their term of office expiring at the end of this Shareholders’ Mrs. Isabel Hudson on the basis of the Afep-Medef Code Meeting. If re-appointed, their term of office would expire at recommendations and determined that she could be considered the end of the Shareholders’ Meeting called in 2024 to approve as independent. A short biography of Mrs. Isabel Hudson is the financial statements of the preceding fiscal year. A short attached to this report. biography of Mrs. Angelien Kemna and Mrs. Irene Dorner is attached to this report. It should also be noted that Mr. François Martineau, whose term of office expires at the end of this Shareholders’ Meeting, Appointment of Mrs. Isabel Hudson, Mr. Antoine Gosset-Grainville informed the Board of Directors of his decision to retire from the and Mrs. Marie‑France Tschudin as directors (resolutions 13 to 15) Board. The Board of Directors, following the recommendation of its Compensation & Governance Committee, decided to It should be noted that the Board of Directors, upon propose the appointment of Mr. Antoine Gosset-Grainville recommendation of its Compensation & Governance to replace him, for a four-year term, pursuant to Article 10 of Committee, has decided to propose the appointment of the Company’s Bylaws. If appointed, his term of office would Mrs. Isabel Hudson as director for a four-year term, pursuant expire at the end of the Shareholders’ Meeting called in 2024 to to Article 10 of the Company’s Bylaws. Her term of office would approve the financial statements of the preceding fiscal year. expire at the end of the Shareholders’ Meeting called in 2024 to approve the financial statements of the preceding fiscal year. Mr. Antoine Gosset-Grainville’s (53 years old) candidacy was selected by the Board of Directors especially due to his extensive experience, legal expertise and in-depth knowledge
10 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
of the financial sector. Mr. Antoine Gosset-Grainville is currently consultation of the members of the Supervisory Boards of the a partner at the law firm BDGS Associés. He previously served as mutual funds (Fonds Communs de Placement d’Entreprise - FCPE) Deputy General Secretary of the European Monetary Committee with indirect voting rights (the “indirect” process). and later of the Economic and Financial Committee of the European Union. He was appointed Adviser for Economic and Once this consultation was completed, seven candidates Monetary Affairs in the office of the European Commissioner in were selected under the “direct” process (for each of these charge of Trade. He was also Deputy Managing Director of the candidates, the percentage of votes received during the Caisse des Dépôts et Consignations. voting process is indicated): Mrs. Helen Browne (54.56%), Mr. Jérôme Amouyal (8.25%), Mrs. Constance Reschke The Board of Directors assessed the situation of (6.47%), Mr. Bamba Sall (3.43%), Mr. Bruno Guy-Wasier (3.00%), Mr. Antoine Gosset-Grainville on the basis of the Afep‑Medef Mr. Timothy Leary (2.18%) and Mr. Ashitkumar Shah (2.15%). Code recommendations and determined that he could be considered as independent. A short biography of No candidacies were submitted under the “indirect” process. Mr. Antoine Gosset-Grainville is attached to this report. The appointment of each candidate is proposed through The Board of Directors, upon recommendation of its separate resolutions, and you are being asked to vote on each Compensation & Governance Committee, has also decided one of them. A short biography of each candidate is attached to propose the appointment of Mrs. Marie-France Tschudin to this report. as director for a four-year term, pursuant to Article 10 of the Company’s Bylaws. Her term of office would expire at the end It falls within the competence of the Board of Directors to issue of the Shareholders’ Meeting called in 2024 to approve the an opinion on every proposed resolution submitted to the financial statements of the preceding fiscal year. shareholders. Consequently, the Board of Directors decided to recommend that the shareholders vote in favor of resolution 16 Mrs. Marie-France Tschudin’s (48 years old) candidacy was (“Appointment of Mrs. Helen Browne as director, upon the selected by the Board especially due to her international proposal of the employee shareholders of the AXA Group”) and experience and her executive management profile. to reject resolutions A to F. This recommendation was issued Mrs. Marie‑France Tschudin has over 25 years of experience by the Board of Directors after its Compensation & Governance in the pharmaceutical industry. After 10 years at Celgene Committee issued a positive opinion on the appointment of International, she joined Novartis in 2017 and is currently Mrs. Helen Browne as director. President of Novartis Pharmaceuticals and member of the Executive Committee of Novartis. The Board of Directors believes that Mrs. Helen Browne is the best candidate to serve as employee shareholder representative The Board of Directors assessed the situation of on the AXA Board of Directors. She received strong support Mrs. Marie‑France Tschudin on the basis of the Afep-Medef from the employee shareholders with direct voting rights Code recommendations and determined that she could during the preliminary selection phase, collecting over 54% be considered as independent. A short biography of of the votes cast. Mrs. Helen Browne, who previously worked Mrs. Marie‑France Tschudin is attached to this report. for Linklaters (in Paris, Brussels and London), has been Group General Counsel since September 2016. She has worked for AXA Appointment of a member of the Board of Directors upon for 18 years, including on many large transformative projects. recommendation of the employee shareholders of the The Board of Directors could therefore benefit from her strong AXA Group (resolution 16 and resolutions A to F) knowledge of the Group, of the insurance sector, of governance practices as well as her international profile. The term of office of Mrs. Doina Palici-Chehab, who is currently serving as a member of the Board of Directors The Board of Directors also recommended that the representing the employee shareholders, will expire at the shareholders only vote in favor of one resolution amongst close of this Shareholders’ Meeting. You are therefore being resolution 16 and resolutions A to F, and that they reject the asked, through resolution 16 and resolutions A to F, to elect others as the Bylaws of your Company request the appointment a new employee shareholder representative on the Board of only one director designated upon proposal of the employee of Directors upon proposal of the employee shareholders shareholders. However, it should be noted that should several of the AXA Group, in accordance with Article L.225-23 of the resolutions amongst resolution 16 and resolutions A to F French Commercial Code. obtain more favourable votes than the majority of all the votes expressed by the shareholders present at the Meeting or duly In accordance with applicable laws and regulations and the represented, only the resolution receiving the highest number Company’s Bylaws, at the end of 2019 and in early 2020, the of favourable votes would be considered as having passed; the AXA Group employee shareholders have been consulted via other resolutions being considered as rejected. (i) a direct consultation process (the “direct” process) and (ii) a
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 11 Report of the AXA Board of Directors on the proposed resolutions
VI – Renewal of the Company’s authorizations to buy its own shares and, as the case may be, cancel these shares
Ordinary resolution 17 and extraordinary regulations, in the event the Board of Directors wishes to use resolution 20 this share repurchase authorization for any objective that has not been expressly listed above. The Board of Directors requests that, pursuant to Article L.225‑109 of the French Commercial Code, the shareholders The maximum unit price of purchase may not exceed €35, once again authorize it to purchase up to 10% of the Company’s excluding expenses. outstanding share capital, or 5% of the total number of shares constituting the share capital in the case of shares acquired by The acquisition, assignment or transfer of these shares may be the Company for the purpose of holding them for subsequent completed and paid for by all appropriate means in accordance payment or tender in a merger, spin-off or contribution, it being with applicable or potentially applicable laws and regulations. specified that the purchases of the Company’s ordinary shares may not, under any circumstances, result in the Company The acquisition by the Company of its own securities shall holding more than 10% of the ordinary shares representing be suspended in times of public offerings by a third party its share capital. concerning the securities of the Company.
These shares may be acquired for the purpose of: a) (i) hedging The Board of Directors may also, in accordance with applicable stock options or other share allocations offered to some or all laws and regulations, reallocate repurchased shares with employees or executive officers of the AXA Group, (ii) granting for regard to one or several objectives of the program, or assign free or assigning shares, pursuant to applicable law, to current repurchased shares, it being specified that these reallocations or former employees, executive officers, and general insurance and assignments may concern shares repurchased pursuant to agents enrolled in any employee savings plan sponsored by previous authorizations. the Company or the AXA Group pursuant to applicable law, in The Board of Directors recommends that this authorization, particular Articles L.3332-1 et seq. of the French Labor Code, which would replace and render null and void the unused or (iii) granting free shares to employees or executive officers portion of the authorization granted by the Shareholders’ of the Company or the AXA Group pursuant to the provisions Meeting of April 24, 2019, under resolution 11, be granted for a of Articles L.225-197-1 et seq. of the French Commercial Code, period of 18 months from the date of this Shareholders’ Meeting. b) optimizing the liquidity of the AXA share through a liquidity contract, c) holding such shares for the purpose of subsequent Under resolution 20 , the Board of Directors also requests this payment or exchange in the event of potential external growth Shareholders’ Meeting to grant it full authority with the right to operations, d) delivering shares upon exercise of rights sub-delegate for a period of 18 months to reduce the Company’s attached to securities representing debt instruments giving share capital through the cancellation, in one or several times, a claim to the Company’s share capital, e) cancelling some or of all or part of the shares acquired by the Company pursuant all of these shares, under the authorization provided by the to any authorization granted by the Shareholders’ Meeting Extraordinary Shareholders’ Meeting, it being understood that by virtue of Article L.225-209 of the French Commercial Code, an authorization to reduce the share capital is submitted to within the limit of 10% of the Company’s share capital in any your approval in resolution 20, or f) more generally, performing given 24-month period. all transactions relating to hedging operations or any other admissible operation or to be subsequently admissible by the This resolution would replace and render null and void laws and regulations in force, provided that the shareholders the unused portion of the authorization granted by the are informed beforehand, by any means admitted by the Shareholders’ Meeting of April 24, 2019, under resolution 25.
12 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
VII – Delegations of power granted to the Board of Directors to issue ordinary shares or securities giving a claim to ordinary shares of the Company in the context of company savings plans
Extraordinary resolutions 18 and 19 of the companies or economic interest groups affiliated with the Company pursuant to Article L.225-180 of the French Under resolution 18, you are being asked to delegate to the Commercial Code and Articles L.3344-1 and L.3344-2 of the Board of Directors, for a period of 18 months, with the right French Labor Code and incorporated outside of France; (ii) and/ to sub-delegate as provided by law, the power to issue, in or mutual funds or other employee shareholding entity invested accordance with Articles L.225-129 et seq., Article L.225‑138-1 in shares of the Company, legal entity or otherwise, whose of the French Commercial Code and Articles L.3332‑1 et seq. shareholders or unit holders are the persons described in of the French Labor Code, ordinary shares or securities (i) of this paragraph; (iii) and/or any bank or any entity held by giving a claim to the Company’s ordinary shares reserved for such bank which participates, at the Company’s request, in the current or former employees, executive officers and general implementation of a structured offer for the persons mentioned insurance agents enrolled in the Company or the AXA Group in (i) of this paragraph. employer-sponsored company savings plan(s), within the limit of €135 million in nominal amount. This decision would entail As a consequence of this decision, the shareholders would the express waiver by the shareholders of their preferential waive their preferential right to subscribe to the shares issued right to subscribe to the equity instruments or securities, freely by virtue of this resolution 19 for the benefit of the category of granted if applicable, issued by virtue of this delegation, for beneficiaries described hereinabove. the benefit of such employees, executive officers or general insurance agents, as well as their right to subscribe to the shares The purpose of such capital increase would be to allow to which these securities would give a claim. the employees, executive officers or general agents of the AXA Group residing in certain countries to benefit, taking into In accordance with applicable regulations, the issue price of the account locally applicable regulatory or tax restrictions, from shares to be issued shall not be more than 30% lower than the structures that are as similar as possible in terms of economic average quoted price of the AXA share on Euronext Paris over profile to those offered to the other employees of the Group in the twenty trading days preceding the day on which the Board the context of the implementation of resolution 18. of Directors formally sets the opening date of the subscription period. The nominal amount of the capital increase that may result from the implementation of this delegation shall not exceed The Board of Directors may consequently, if it deems €135 million, provided that this limit is common to resolutions 18 appropriate, reduce or suppress the aforementioned discount and 19, so that the amount of the capital increase that may in particular in order to take into consideration market result from the implementation of resolutions 18 and 19 may practices, the new international accounting standards, or not exceed the nominal amount of €135 million. locally applicable legal, accounting, tax or social provisions in certain beneficiaries’ countries of residence. The issue price of the new shares to be issued under resolution 19 shall not be more than 30% lower than the Additional information on the use by the Board of Directors average quoted price of the AXA share on Euronext Paris over of the authorization to issue equity instruments or securities the twenty trading days preceding the day on which the Board giving a claim to the Company’s share capital in the context of of Directors formally sets the opening date of the subscription company savings plans approved by the Shareholders’ Meeting period, nor higher than this average, and the Board of Directors of April 24, 2019 are presented in pages 49 et seq. of the Notice may reduce or suppress the discount hereabove mentioned if it of Meeting of this Shareholders’ Meeting. deems appropriate in order, specifically, to comply with market practices, locally applicable legal, accounting, tax and social Further to resolution 18, you are being asked, in resolution 19, regulations in certain beneficiaries’ countries of residence. to delegate to the Board of Directors, for a period of 18 months, with the right to sub-delegate as provided by law, the power to Should this delegation be used, the Board of Directors or carry out one or several capital increases reserved for (i) certain its delegatee and the Statutory Auditors would establish employees, corporate officers and general insurance agents supplementary reports in accordance with applicable laws.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 13 Report of the AXA Board of Directors on the proposed resolutions
VIII – Amendment of the Bylaws
Extraordinary resolution 21 not exceed eight, only one director representing the employees must be appointed. Under resolution 21, you are being asked to amend the Bylaws of your Company to comply with the provisions of Article This legislative amendment does not have an impact on the L.225‑27-1 of the French Commercial Code, as amended by Law composition of your Board of Directors, which is currently 2019-486 of May 22, 2019 on the growth and transformation of composed of (i) thirteen directors (excluding the directors companies, known as the “PACTE” law, regarding the number representing employees) and (ii) two directors representing of directors above which a second director representing the employees (since June 2018). employees must be appointed. Article 10 “Composition of the Board of Directors” of the From now on, when the number of directors exceeds eight, Company’s Bylaws, which refers to the previous threshold of compared to twelve previously, two directors representing the twelve directors, must nevertheless be amended in order to employees must be appointed. If the number of directors does comply with the law.
Formalities
Resolution 22 Resolution 22 proposed for your approval is for the purpose of granting full authority to carry out all formal publications, filings and other requirements as the case may be, following this Shareholders’ Meeting.
14 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
Compensation policy of the Company’s corporate officers (Ordinary and Extraordinary Shareholders’ Meeting of June 30, 2020)
This policy was prepared in accordance with Articles L.225‑37-2 the Company’s principles and policy on corporate officers’ and R.225-29-1 of the French Commercial Code and presents compensation. the principles and criteria for determination, distribution and allocation of all elements of compensation of the The Compensation & Governance Committee is mostly corporate officers of the Company as approved by the Board composed of independent members who exchange frequently of Directors during its meeting held on February 19, 2020, with the Group’s Management and the departments of the upon recommendation of its Compensation & Governance Company including Group Human Resources and Group Committee. Legal. The Committee is also empowered to undertake or The Compensation & Governance Committee, the role and commission specific reviews by external experts when deemed composition of which are presented in detail in Section 3.1 appropriate. Such reviews allow the Committee to benefit from of the 2019 Annual Report, is responsible for, among others, a technical expertise and independent insights in comparing formulating propositions to the Board of Directors regarding AXA’s compensation practices with general market practice.
I. Compensation policy for the Chief Executive Officer
Guiding principles of AXA’s compensation policy of the actual individual compensation on the basis of both financial and non-financial results. AXA’s compensation policy is designed to support the Company’s long-term business strategy and to align the Thus, the “at-risk” portion of the Chief Executive Officer’s interests of its Management with those of its shareholders total compensation (variable compensation and share- and all other stakeholders by (i) establishing a close relation based compensation) represents a significant component between performance and compensation over the short, of his compensation structure, with a view to aligning his medium and long term, (ii) ensuring that the Group can offer compensation more directly with the operational strategy of competitive compensation that is consistent with the various the Group and the interests of the shareholders. markets in which it operates while avoiding potential conflicts of interests that may lead to undue risk taking for short-term The different components of the Chief Executive Officer’s total gain, and (iii) ensuring compliance of the Company’s practices compensation are presented in detail hereafter: with all applicable regulatory requirements.
AXA’s compensation policy aims to, among others: Fixed annual compensation of the Chief Executive Officer • attract, develop and motivate unique skills and best talents; The determination of the amount of the Chief Executive Officer’s • incentivize superior performance; fixed compensation is based on an in-depth analysis of market • align compensation levels with the Company’s results. practices as well as applicable national and international regulations. It also takes into consideration various other factors such as experience, skills, as well as criticality and Structure and criteria for determination scarcity of such skills, and the Group’s fairness principles or the individual’s compensation history. of the Chief Executive Officer’s compensation In this context, the compensation policy for the Chief The Board of Directors, relying in particular on a study carried Executive Officer is based on a pay-for-performance approach out by an external advisory firm (Willis Towers Watson) which (i) requires the achievement of challenging financial regarding compensation practices for similar functions in and operational targets that are defined and aligned with a sample of CAC 40 companies and in the main European the Group’s strategy, (ii) promotes long-term sustainable companies in the financial sector (insurance companies, performance while incorporating risk adjustment measures in banks), and upon recommendation of its Compensation & performance metrics, and (iii) determines the effective amount Governance Committee, decided to maintain unchanged,
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 15 Report of the AXA Board of Directors on the proposed resolutions
for 2020, the amount of the Chief Executive Officer’s fixed annual certain investments that are expected to contribute to the compensation, at €1.45 million. development of the Group’s operations.
Each of these two components will be evaluated separately Variable annual compensation of the Chief Executive so that the Chief Executive Officer’s overall variable pay-out Officer reflects his performance against two distinct components The Chief Executive Officer’s variable annual compensation is assessed independently. subject in its entirety to challenging performance conditions and closely aligned with the Group’s strategy. No minimum With respect to the 2020 fiscal year, the determination of the payment is guaranteed to the Chief Executive Officer. actual amount of variable compensation to be paid to the Chief Executive Officer will therefore be based on the addition of In order to determine the Chief Executive Officer’s target two components: the Group performance for 70% (compared annual variable compensation, the Board of Directors sought to 50% beforehand) and the individual performance for 30% to establish a balanced structure between the fixed part and (compared to 50% beforehand). the variable part of his cash compensation. With this evolution, the Board of Directors, upon recommendation from its Compensation & Governance Committee, wished to Thus, the Board of Directors, upon recommendation of its strengthen the formulaïc/quantitative component of the Chief Compensation & Governance Committee, and following a Executive Officer’s variable compensation, in line with market comparative review of national, European and industry practices, practices in France and abroad as well as feedback from a decided to maintain unchanged, for 2020, the Chief Executive number of institutional investors. Officer’s target annual variable compensation, at €1.45 million, i.e. 100% of the amount of his annual fixed compensation. In order to ensure that AXA remains aligned with current market practice and regulations, both in France and abroad, within The Chief Executive Officer’s total effective variable the financial industry, the Board of Directors has decided to compensation may not exceed 150% of his variable continue to use a deferral mechanism with respect to the Chief compensation target, i.e. 150% of his annual fixed compensation. Executive Officer’s annual variable compensation.
The evaluation of the Chief Executive Officer’s individual Under this mechanism, payment of 30% of his actual annual performance with respect to the 2020 fiscal year will be based variable compensation will be deferred over the course of on the following two components, each of them capped at a two years and will be subject to performance condition. Thus, 150% achievement rate: the actual deferred amount will vary depending on changes in • the Group’s performance, as assessed based on underlying the AXA share price over the deferral period, within a minimum earnings per share, return on equity (adjusted Return of 80% of the deferred amount and a maximum of 120% of the on Equity – ROE), gross revenues in both Commercial deferred amount. However, no deferred variable compensation Property & Casualty and in Protection & Health, Net will be paid in the event that the Group’s underlying earnings Promoter Score (customer recommendation index) and are negative for the year ending immediately prior to the year non-commission expenses. The relative weight of each of the scheduled payout, or in case of resignation or dismissal indicator is, respectively, 55%, 15%, 10%, 10% and 10%. The for gross or wilful misconduct, prior to the payout date. indicators selected to measure the Group’s performance reflect objectives in terms of growth, profitability, capital Should a significant change affecting the calculation of the management, operational efficiency, and proximity with Group’s economic parameters emerge (significant patrimonial clients that have been disclosed both internally and transaction approved by the Board of Directors, change in externally. Thus, indicators which are directly linked to the accounting norms…), the Board will be able to calculate the strategic orientations of the Group include both financial and parameters mutatis mutandis, i.e. without taking into account operating indicators and rely on achievement of a predefined extraordinary external elements. budget or target figure; The Board of Directors also reserves the right to exercise its • individual performance, assessed on the basis of various discretionary power regarding the determination of the Chief indicators and qualitative and quantifiable objectives Executive Officer’s compensation pursuant to Article L.225- determined by the Board of Directors in a target letter 47 of the French Commercial Code and in accordance with drawn up at the beginning of each relevant year, as well Articles L.225-37-2 and L.225-100 of the French Commercial as on the basis of demonstrated leadership abilities by Code, should any particular circumstance arise and justify an the Chief Executive Officer. The target letter includes exceptional adjustment, either upwards (within the limit of detailed objectives with regards to the Group’s progress 150% of the target variable compensation) or downwards, of in the elaboration of its strategic plan as well as other one or several of the criteria composing the Chief Executive performance indicators and objectives designed to assess Officer’s compensation, to ensure that the application of the the level of achievement of global strategic initiatives or abovementioned criteria fairly reflect the Chief Executive relating to certain geographic areas, as well as progress on Officer’s performance as well as that of the Group.
16 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
This adjustment may apply to the Chief Executive Officer’s Committee, has decided that the total value of the performance compensation following a justified decision of the Board of shares to be granted to the Chief Executive Officer during 2020, Directors, upon proposal by its Compensation & Governance shall not exceed 150% of the amount of his annual variable Committee. compensation target.
Payment of the Chief Executive Officer’s variable cash compensation for 2020 is subject to the approval by the Exceptional compensation of the Chief Executive Shareholders’ Meeting to be held in 2021 of the compensation Officer elements paid during or granted with respect to the 2020 fiscal The Board of Directors does not contemplate granting any year to the Chief Executive Officer. exceptional compensation to the Chief Executive Officer.
Share-based compensation granted to the Chief Chief Executive Officer’s directors’ fees Executive Officer The Chief Executive Officer, who also is a member of the Board Each year, the Board of Directors, upon recommendation of of Directors of the Company, is not entitled to payment of any its Compensation & Governance Committee, decides to grant directors’ fees from the Company. Long-Term Incentives (LTI) to the Chief Executive Officer in the form of performance shares. Benefits in kind granted to the Chief Executive Officer In order to give the Chief Executive Officer a stake in long- The only benefit in kind granted to the Chief Executive Officer term value creation, these performance shares represent an is the use of a company car. important part of his compensation. Therefore, the value of the allocated performance shares is determined in order to position the Chief Executive Officer’s overall compensation (in Elements of compensation relating to the Chief cash and in shares) between the median and the 3rd quartile Executive Officer’s retirement of market references. The Chief Executive Officer does not participate in any pension schemes with defined benefits. However, the value of the performance shares granted to the Chief Executive Officer as determined in accordance with the As all other executives of AXA Group entities in France, he IFRS standards may not in any event exceed half of his total participates in the retirement performance share plan, under compensation. which grants are made on an annual basis.
The Board of Directors has also decided that the number of The performance shares granted under such plan are subject performance shares allocated to the Company’s corporate to (i) a vesting period of three years and (ii) an undertaking officers may not exceed 10% of the total number of performance not to transfer the performance shares before the date on shares granted to all beneficiaries within the Group. which the beneficiary retires, subject to the option offered to The performance shares granted to the Chief Executive Officer are the beneficiaries, for diversification purposes, to transfer their entirely subject to demanding internal and external performance shares (after the end of the acquisition period of three years) as conditions (the details of which are presented in Section 3.2 of long as the proceeds of such transfer are invested in a long-term the 2019 Annual Report), which are assessed over a minimum savings plan until the beneficiary retires. period of three years (followed by a two-year holding period), and do not guarantee a minimum grant or gain. Moreover, the Acquisition of the performance shares is subject to the performance shares plan rules provide that in the event the satisfaction of a performance condition (the details of which are Chief Executive Officer leaves his position(1) at any time before set out in Section 3.2. of the 2019 Annual Report), linked to the the end of the performance period, any performance shares average AXA Group Solvency II ratio calculated over the vesting initially granted are irremediably lost, unless otherwise decided period. Furthermore, no performance share would be definitely by the Board of Directors in a motivated decision disclosed at acquired should the Company not pay a dividend during any the time of the officer’s departure (in such case, all or part of of the fiscal years of the acquisition period. Therefore, no the performance shares could be maintained and the vesting minimum grant or gain is guaranteed to the Chief Executive calendar and performance conditions of the performance shares Officer under this scheme. set at the grant date would remain unchanged). The Board of Directors, upon recommendation of its Given the principles presented above and following an analysis Compensation & Governance Committee, has decided that the of practices observed on the market for similar functions in total value of the retirement performance shares to be granted CAC 40 companies of similar size and scope, the Board of to the Chief Executive Officer during 2020 shall not exceed 15% Directors, upon proposal of its Compensation & Governance of his annual fixed and cash variable compensation.
(1) Except in the event of death, invalidity or retirement.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 17 Report of the AXA Board of Directors on the proposed resolutions
Regulated commitments made to the Chief Executive • the amount and criteria of his compensation would be Officer determined in accordance with existing practices within the Company by reference to compensation practices for similar The commitments made to the benefit of the Chief Executive functions in a sample of CAC 40 companies and in the main Officer regarding social benefits and unemployment benefits European companies in the financial sector; and are presented in more detail in the 2019 Annual Report. • the experience, skills and individual compensation history of the executive would also be taken into account. Appointment of a new Chief Executive Officer after the Shareholders’ Meeting to be held Finally, in the event that the Chief Executive Officer is recruited externally, the Board of Directors retains the right to grant on June 30, 2020 to the newly appointed executive a lump sum (in cash For purposes of this policy only, and in accordance with and/or in shares) the amount of which, in accordance with the applicable regulations, the Board of Directors has also recommendations set forth in the Afep-Medef Code, may not considered the hypothetical appointment of a new Chief under any circumstances exceed the amount of the benefits Executive Officer following the Shareholders’ Meeting to be the executive would have had to forgo by resigning from his held on June 30, 2020. previous position.
Under such circumstances, the compensation structure * * * applicable to a new Chief Executive Officer would comply with this policy and the Board of Directors would perform a For further information on the Chief Executive Officer’s comprehensive review of the situation of the relevant executive, compensation, please see Section 3.2 of the 2019 Annual provided that: Report.
II. Compensation policy for the Chairman of the Board of Directors
Structure and criteria for determination payment of his benefits (approximately €750,000 per year) of the Chairman of the Board of Directors’ under the supplementary pension scheme for executives within the AXA Group in France, to which he was entitled as compensation from September 1, 2016. Mr. Denis Duverne has decided that The Board of Directors, upon recommendation of its he would claim such benefits only after the end of his term of Compensation & Governance Committee, and in accordance office, without application of any retroactive payment. with the recommendations set forth in the Afep-Medef Code, has considered that the most appropriate compensation Accordingly, the Board of Directors has decided, upon structure for the Chairman of the Board of Directors would be recommendation of its Compensation & Governance the payment of a sole fixed compensation. Committee, to maintain the amount of the fixed annual compensation of the Chairman of the Board of Directors In determining the fixed annual compensation of its Chairman, unchanged, for 2020, i.e. at €1.2 million. the Board of Directors has consulted an external advisory firm (Willis Towers Watson) in order to identify compensation Having considered that the most appropriate compensation practices for similar functions in a sample of CAC 40 companies structure for the Chairman of the Board of Directors would be and in the main European companies in the financial sector. fixed compensation only, the Board of Directors has resolved, as a consequence, that the Chairman of the Board of Directors The Board of Directors has also taken into account the extensive will not benefit from any variable compensation, any directors’ role it decided to entrust Mr. Denis Duverne with as Chairman fees, any performance shares grants, or of any other long-term of the Board of Directors. This role is presented in detail in compensation elements. the Board’s Terms of Reference as well as in Section 3.1 of the 2019 Annual Report and goes beyond the statutory duties of a In addition, the Board of Directors does not contemplate Chairman under French law. granting any exceptional compensation to the Chairman of the Board of Directors. In addition, the Board of Directors has taken into account the fact that Mr. Denis Duverne, who claimed his pension rights Finally, there is no employment contract between the Company on September 1, 2016, has decided to waive, for the duration and the Chairman of the Board of Directors and the Chairman is of his term of office as Chairman of the Board of Directors, not entitled to any severance benefits or any allowance relating
18 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Report of the AXA Board of Directors on the proposed resolutions
to any non-compete clause in the event that he ceases to be Under such circumstances, the compensation structure Chairman of the Board of Directors. applicable to a new Chairman of the Board of Directors would comply with this policy and the Board of Directors would The only benefit in kind granted to the Chairman of the Board perform a comprehensive review of the situation of the relevant of Directors is the use of a company car. executive, provided that:
• the amount and criteria of his fixed compensation would be Regulated commitments made to the Chairman determined in accordance with existing practices within the of the Board of Directors Company by reference to compensation practices for similar The commitments made to the benefit of the Chairman of functions in a sample of CAC 40 companies and in the main the Board of Directors regarding social benefits are presented European companies in the financial sector; and in more detail in the Statutory Auditors’ special report. • the experience and skills of the executive as well as the scope of his assignments as defined by the Board of Directors in Appointment of a new Chairman of the Board connection with his appointment would also be taken into of Directors after the Shareholders’ Meeting to account. be held on June 30, 2020 * * * For purposes of this policy only, and in accordance with applicable regulations, the Board of Directors has also For further information on the compensation of the Chairman of considered the hypothetical appointment of a new Chairman the Board of Directors, please see Section 3.2 of the 2019 Annual of the Board of Directors following the Shareholders’ Meeting Report. to be held on June 30, 2020.
III. Compensation policy of the other members of the Board of Directors
The members of the Board of Directors(1) other than the • the remaining 35% shall be allocated by the Board of corporate officers dirigeants( mandataires sociaux) are paid Directors to the Board Committees as follows: 25% to the directors’ fees as sole compensation from the Company. Finance Committee, 25% to the Compensation & Governance Committee and 50% to the Audit Committee. Each Committee shall then allocate such amount to its members Criteria for allocation of directors’ fees as follows: 40% shall be divided equally amongst members (compensation in accordance with and paid as a fixed fee and 60% shall be paid depending on Article L.225‑45, paragraph 1 of the French Committee attendance, with the Chairman of the Committee receiving in each case a double fee. Commercial Code) The total annual maximum amount of directors’ fees is The total annual maximum amount of directors’ fees to be determined by the Shareholders’ Meeting, in accordance with allocated to the members of the Board of Directors was set applicable laws, and apportioned by the Board of Directors by the Shareholders’ Meeting of April 25, 2018 at €1,900,000. to its members in accordance with its Terms of Reference (pursuant to the recommendations of Afep-Medef Code, a No directors’ fees are paid by the Company to the corporate minority part of the fees is distributed evenly among the officers (i.e. Chairman of the Board of Directors and Chief members of the Board of Directors as a fixed fee): Executive Officer).
• a fixed amount determined by the Board of Directors shall * * * be paid annually to the Senior Independent Director (set at €80,000); For further information on the members of the Board of Directors’ compensation, please see Section 3.2 of the • 65% of the remaining amount shall be allocated to the Board 2019 Annual Report. as follows: 40% shall be divided equally amongst Board members and paid as a fixed fee and 60% shall be paid depending on Board attendance;
(1) Who have a four-year term of office.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 19 Proposed resolutions submitted by the AXA Board of Directors
As an Ordinary Shareholders’ Meeting
First resolution €3,453,984.55 and to reduce the amount of the legal reserve accordingly; Approval of the Company’s financial statements for the 2019 fiscal year - parent only • note that the earnings for the 2019 fiscal year increased by prior-year retained earnings for €6,378,422,564.14 and the The shareholders, having fulfilled the quorum and majority excess amount of the legal reserve for €3,453,984.55 bring requirements pertaining to ordinary shareholders’ meetings, and the income available for appropriation to an amount of having reviewed the Board of Directors’ report and the Statutory €10,683,183,370.09; Auditors’ report on the Company’s financial statements, • hereby resolve to allocate the income available for appropriation as follows: hereby approve the financial statements of AXA (the “Company”) for the fiscal year ended December 31, 2019 as presented, – payment of a dividend for an amount of €1,764,917,439.79, together with the transactions reflected therein or referred to – retained earnings for an amount of €7,225,879,344.20, in the aforementioned reports. – reserve for contingencies (réserve pour éventualités diverses) for an amount of €1,692,386,586.10.
Second resolution The shareholders further resolve that a dividend of €0.73 per Approval of the consolidated financial statements for the share shall be made available for payment on July 9, 2020 2019 fiscal year for each of the existing shares entitled to dividends on December 31, 2019, i.e. 2,417,695,123 shares. The shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary shareholders’ meetings, and Should the number of shares granting a right to dividends having reviewed the Board of Directors’ report and the Statutory change, the total amount of dividends would be adjusted Auditors’ report on the consolidated financial statements, accordingly, and the amount allocated to the “Retained earnings” account would therefore be determined according hereby approve the Company’s consolidated financial to the dividend actually made available for payment. statements for the fiscal year ended December 31, 2019 as presented, together with the transactions reflected therein or The shareholders authorize the Chief Executive Officer, with the referred to in the aforementioned reports. right to sub-delegate, to debit or credit the “Retained earnings” account of the necessary amount within the conditions described above. Third resolution The shareholders are informed that, in accordance with the Earnings appropriation for the 2019 fiscal year and current laws and regulations, the gross amount of dividends declaration of a dividend of €0.73 per share will be subject to a unique withholding tax liquidated at an overall rate of 30% (i.e. 12.8% as income tax and 17.2% as social The shareholders, having fulfilled the quorum and majority contributions), unless in case of express and irrevocable option for requirements pertaining to ordinary shareholders’ meetings, the progressive scale on income tax which would then apply to all upon recommendation of the Board of Directors, and after capital income paid in 2020. The option for the progressive scale acknowledging that the earnings of the 2019 fiscal year amount would give right to the 40% tax relief pursuant to paragraph 2° of to €4,301,306,821.40: Article 158.3 of the French General Tax Code (Code général des • note that the amount of the legal reserve is higher than 10% impôts), i.e. €0.29 per share. For individual beneficiaries deemed of the share capital on December 31, 2019 and consequently to be French residents for tax purposes, should they have opted resolve to proceed to a distribution of the excess amount of for the progressive scale on income tax, the taxes related to the
20 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Proposed resolutions submitted by the AXA Board of Directors
dividends will be, except in specific exemption cases, submitted Save the dividend referred to hereinbefore, no other earnings, to a withholding tax of 12.8%, which would correspond to a down whether or not eligible to the above-mentioned 40% tax relief, payment on the following year’s income tax. shall be distributed pursuant to this Shareholders’ Meeting.
The welfare taxes (CSG, CRDS, welfare deduction and additional Pursuant to Article 243 bis of the French General Tax Code, contributions) due by the individuals deemed to be French the following dividends per share, amounts with tax relief and residents for tax purposes are, in any case, paid on the date of amounts without tax relief, were granted with respect to the the dividend payout and calculated on the gross amount of the preceding three fiscal years: dividends. This regime applies to all individuals deemed to be French residents for tax purposes.
2016 fiscal year 2017 fiscal year 2018 fiscal year Dividend per share €1.16 €1.26 €1.34 Amount per share with tax relief €1.16 €1.26 €1.34 Amount per share without tax relief €0 €0 €0 Total amount with tax relief €2,813,172,990.80 €3,055,797,046.26 €3,188,708,173.10
Fourth resolution Mr. Denis Duverne, Chairman of the Board of Directors, as presented in the aforementioned report. Approval of the information referred to in Article L.225-37-3 I of the French Commercial Code relating to the compensation of corporate officers Sixth resolution Approval of the individual compensation of Mr. Thomas The shareholders, having fulfilled the quorum and majority Buberl, Chief Executive Officer requirements pertaining to ordinary shareholders’ meetings, and reviewed the Board of Directors’ report on corporate The shareholders, having fulfilled the quorum and majority governance, including in particular information relating to the requirements pertaining to ordinary shareholders’ meetings and compensation paid during or granted with respect to the fiscal reviewed the Board of Directors’ report and after acknowledging year ended December 31, 2019 to the Company’s corporate that the Shareholders’ Meeting of April 24, 2019 ruled in its officers for their terms of office, approve, in accordance with seventh resolution, and pursuant to the regulation in force the provisions of Article L.225-100 II of the French Commercial at that date, on the principles and criteria for determination, Code, the information referred to in Article L.225-37-3 I of the distribution and allocation of the fixed, variable and exceptional French Commercial Code as presented to the Shareholders’ components of the total compensation and benefits of any Meeting in the aforementioned report. kind to be allocated to Mr. Thomas Buberl, Chief Executive Officer, for the fiscal year ended December 31, 2019, approve, in accordance with Article L.225-100 III of the French Commercial Fifth resolution Code, the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during or Approval of the individual compensation of Mr. Denis Duverne, granted with respect to the fiscal year ended December 31, 2019 Chairman of the Board of Directors to Mr. Thomas Buberl, Chief Executive Officer, as presented in the aforementioned report. The shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary shareholders’ meetings and reviewed the Board of Directors’ report and after acknowledging Seventh resolution that the Shareholders’ Meeting of April 24, 2019 ruled in its sixth Approval of the compensation policy for the Chief Executive resolution, and pursuant to the regulation in force at that date, Officer in accordance with Article L.225-37-2 II of the French on the principles and criteria for determination, distribution and Commercial Code allocation of the fixed, variable and exceptional components of the total compensation and benefits of any kind to be allocated The shareholders, having fulfilled the quorum and majority to Mr. Denis Duverne, Chairman of the Board of Directors, for the requirements pertaining to ordinary shareholders’ meetings, fiscal year ended December 31, 2019, approve, in accordance and having reviewed the Board of Directors’ corporate with Article L.225-100 III of the French Commercial Code, governance report including the compensation policy for the fixed, variable and exceptional components of the total corporate officers established in accordance with Article compensation and benefits of any kind paid during or granted L.225-37-2 I of the French Commercial Code, approve, in with respect to the fiscal year ended December 31, 2019 to accordance with the provisions of Article L.225-37-2 II of the
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 21 Proposed resolutions submitted by the AXA Board of Directors
French Commercial Code, the elements of the compensation Eleventh resolution policy applicable to the Chief Executive Officer for his term of office, as presented in the aforementioned report. Re-appointment of Mrs. Angelien Kemna as director The shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary shareholders’ meetings, Eighth resolution and having reviewed the Board of Directors’ report, re-appoint Approval of the compensation policy for the Chairman of the Mrs. Angelien Kemna, whose term of office expires at the close of Board of Directors in accordance with Article L.225-37-2 II of this Shareholders’ Meeting, as director, for a term of four years, in the French Commercial Code accordance with Article 10 of the Bylaws. Her term of office will expire at the close of the Shareholders’ Meeting called in 2024 The shareholders, having fulfilled the quorum and majority to approve the financial statements of the preceding fiscal year. requirements pertaining to ordinary shareholders’ meetings, and having reviewed the Board of Directors’ corporate governance report including the compensation policy for Twelfth resolution corporate officers established in accordance with Article Re-appointment of Mrs. Irene Dorner as director L.225-37-2 I of the French Commercial Code, approve, in accordance with the provisions of Article L.225-37-2 II of the The shareholders, having fulfilled the quorum and majority French Commercial Code, the elements of the compensation requirements pertaining to ordinary shareholders’ meetings, policy applicable to the Chairman of the Board of Directors for and having reviewed the Board of Directors’ report, re-appoint his term of office, as presented in the aforementioned report. Mrs. Irene Dorner, whose term of office expires at the close of this Shareholders’ Meeting, as director, for a term of four years, in accordance with Article 10 of the Bylaws. Her term of office Ninth resolution will expire at the close of the Shareholders’ Meeting called Approval of the compensation policy for the directors of the in 2024 to approve the financial statements of the preceding Company in accordance with Article L.225-37-2 II of the French fiscal year. Commercial Code
The shareholders, having fulfilled the quorum and majority Thirteenth resolution requirements pertaining to ordinary shareholders’ meetings, Appointment of Mrs. Isabel Hudson as director and having reviewed the Board of Directors’ corporate governance report including the compensation policy for The shareholders, having fulfilled the quorum and majority corporate officers established in accordance with Article requirements pertaining to ordinary shareholders’ meetings, L.225-37-2 I of the French Commercial Code, approve, in and having reviewed the Board of Directors’ report, accordance with the provisions of Article L.225-37-2 II of the appoint Mrs. Isabel Hudson as director, for a term of four years, French Commercial Code, the elements of the compensation in accordance with Article 10 of the Bylaws. Her term of office policy applicable to the Company’s directors for their terms of will expire at the close of the Shareholders’ Meeting called office, as presented in the aforementioned report. in 2024 to approve the financial statements of the preceding fiscal year.
Tenth resolution Fourteenth resolution Statutory Auditors’ special report on regulated agreements as set forth in Articles L.225-38 et seq. of the French Appointment of Mr. Antoine Gosset-Grainville as director Commercial Code The shareholders, having fulfilled the quorum and majority The shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary shareholders’ meetings, requirements pertaining to ordinary shareholders’ meetings, and having reviewed the Board of Directors’ report, appoint and having reviewed the Statutory Auditors’ special report on Mr. Antoine Gosset-Grainville as director in replacement of regulated agreements as set forth in Article L.225-38 of the Mr. François Martineau, whose term of office expires at the French Commercial Code, hereby acknowledge the conclusions close of this Shareholders’ Meeting, for a term of four years, in of the report which do not mention any new regulated accordance with Article 10 of the Bylaws. His term of office will agreements entered into over the year ended December 31, expire at the close of the Shareholders’ Meeting called in 2024 2019 and falling within the scope of the aforementioned Article. to approve the financial statements of the preceding fiscal year.
22 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Proposed resolutions submitted by the AXA Board of Directors
Fifteenth resolution • hereby appoint Mr. Jérôme Amouyal as director to replace Appointment of Mrs. Marie-France Tschudin as director Mrs. Doina Palici-Chehab whose term of office expires at the end of this Shareholders’ Meeting, for a term of four years, which The Shareholders, having fulfilled the quorum and majority will expire at the close of the Shareholders’ Meeting called in requirements pertaining to ordinary general shareholders’ 2024 to approve the financial statements of the preceding fiscal meetings, and having reviewed the Board of Directors’ report, year in accordance with Article 10 of the Bylaws; appoint Mrs. Marie-France Tschudin as director, for a term of four years, in accordance with Article 10 of the Bylaws. Her • resolve that (i) should several resolutions amongst, the term of office will expire at the close of the Shareholders’ sixteenth resolution and resolutions A to F obtain a number Meeting called in 2024 to approve the financial statements of of favourable votes greater than the majority of voting the preceding fiscal year. rights expressed by attending or represented shareholders, the resolution obtaining the highest number of favourable votes would be the only resolution adopted and the other Sixteenth resolution resolutions would accordingly be deemed to be rejected Appointment of Mrs. Helen Browne as director, upon proposal by this Shareholders’ Meeting; and (ii) should no resolution of the employee shareholders of the AXA Group amongst the sixteenth resolution and resolutions A to F obtain a number of favourable votes greater than The shareholders, having fulfilled the quorum and majority the majority of voting rights expressed by attending or requirements pertaining to ordinary shareholders’ represented shareholders, none of the candidates elected meetings, and having reviewed the Board of Directors’ by the employee shareholders would be appointed to the report and upon proposal of the employee shareholders Board of Directors by this Shareholders’ Meeting. of the AXA Group, in accordance with Article L.225-23 of French Commercial Code, • hereby appoint Mrs. Helen Browne as director to replace Resolution B Mrs. Doina Palici-Chehab whose term of office expires at the (not approved by the Board of Directors) end of this Shareholders’ Meeting, for a term of four years, which Appointment of Mrs. Constance Reschke as director, upon will expire at the close of the Shareholders’ Meeting called in 2024 to approve the financial statements of the preceding fiscal proposal of the employee shareholders of the AXA Group year in accordance with Article 10 of the Bylaws; The shareholders, having fulfilled the quorum and majority • resolve that (i) should several resolutions amongst, the requirements pertaining to ordinary shareholders’ meetings sixteenth resolution and resolutions A to F obtain a number and reviewed the Board of Directors’ report and upon proposal of favourable votes greater than the majority of voting of the employee shareholders of the AXA Group, in accordance rights expressed by attending or represented shareholders, with Article L.225-23 of French Commercial Code, the resolution obtaining the highest number of favourable votes would be the only resolution adopted and the other • hereby appoint Mrs. Constance Reschke as director to replace resolutions would accordingly be deemed to be rejected Mrs. Doina Palici-Chehab whose term of office expires at the by this Shareholders’ Meeting; and (ii) should no resolution end of this Shareholders’ Meeting, for a term of four years, which amongst the sixteenth resolution and resolutions A will expire at the close of the Shareholders’ Meeting called in to F obtain a number of favourable votes greater than 2024 to approve the financial statements of the preceding fiscal the majority of voting rights expressed by attending or year in accordance with Article 10 of the Bylaws; represented shareholders, none of the candidates elected by the employee shareholders would be appointed to the • resolve that (i) should several resolutions amongst, the Board of Directors by this Shareholders’ Meeting. sixteenth resolution and resolutions A to F obtain a number of favourable votes greater than the majority of voting rights expressed by attending or represented shareholders, the Resolution A resolution obtaining the highest number of favourable (not approved by the Board of Directors) votes would be the only resolution adopted and the other resolutions would accordingly be deemed to be Appointment of Mr. Jérôme Amouyal as director, upon rejected by this Shareholders’ Meeting; and (ii) should no proposal of the employee shareholders of the AXA Group resolution amongst the sixteenth resolution and resolutions The shareholders, having fulfilled the quorum and majority A to F obtain a number of favourable votes greater than requirements pertaining to ordinary shareholders’ meetings the majority of voting rights expressed by attending or and reviewed the Board of Directors’ report and upon proposal represented shareholders, none of the candidates elected of the employee shareholders of the AXA Group, in accordance by the employee shareholders would be appointed to the with Article L.225-23 of French Commercial Code, Board of Directors by this Shareholders’ Meeting.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 23 Proposed resolutions submitted by the AXA Board of Directors
Resolution C • resolve that (i) should several resolutions amongst, (not approved by the Board of Directors) the sixteenth resolution and resolutions A to F obtain a number of favourable votes greater than the majority Appointment of Mr. Bamba Sall as director, upon proposal of of voting rights expressed by attending or represented the employee shareholders of the AXA Group shareholders, the resolution obtaining the highest number of favourable votes would be the only resolution The shareholders, having fulfilled the quorum and majority adopted and the other resolutions would accordingly be requirements pertaining to ordinary shareholders’ meetings deemed to be rejected by this Shareholders’ Meeting; and reviewed the Board of Directors’ report and upon proposal and (ii) should no resolution amongst the sixteenth of the employee shareholders of the AXA Group, in accordance resolution and resolutions A to F obtain a number of with Article L.225-23 of French Commercial Code, favourable votes greater than the majority of voting rights • hereby appoint Mr. Bamba Sall as director to replace expressed by attending or represented shareholders, none Mrs. Doina Palici-Chehab whose term of office expires at the of the candidates elected by the employee shareholders end of this Shareholders’ Meeting, for a term of four years, would be appointed to the Board of Directors by this which will expire at the close of the Shareholders’ Meeting Shareholders’ Meeting. called in 2024 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; Resolution E • resolve that (i) should several resolutions amongst, (not approved by the Board of Directors) the sixteenth resolution and resolutions A to F obtain Appointment of Mr. Timothy Leary as director, upon proposal a number of favourable votes greater than the majority of the employee shareholders of the AXA Group of voting rights expressed by attending or represented shareholders, the resolution obtaining the highest The shareholders, having fulfilled the quorum and majority number of favourable votes would be the only resolution requirements pertaining to ordinary shareholders’ meetings adopted and the other resolutions would accordingly be and reviewed the Board of Directors’ report and upon proposal deemed to be rejected by this Shareholders’ Meeting; of the employee shareholders of the AXA Group, in accordance and (ii) should no resolution amongst the sixteenth with Article L.225-23 of French Commercial Code, resolution and resolutions A to F obtain a number of • hereby appoint Mr. Timothy Leary as director to replace favourable votes greater than the majority of voting rights Mrs. Doina Palici-Chehab whose term of office expires at expressed by attending or represented shareholders, none the end of this Shareholders’ Meeting, for a term of four of the candidates elected by the employee shareholders years, which will expire at the close of the Shareholders’ would be appointed to the Board of Directors by this Meeting called in 2024 to approve the financial statements Shareholders’ Meeting. of the preceding fiscal year in accordance with Article 10 of the Bylaws; Resolution D • resolve that (i) should several resolutions amongst, the (not approved by the Board of Directors) sixteenth resolution and resolutions A to F obtain a number of favourable votes greater than the majority of voting Appointment of Mr. Bruno Guy-Wasier as director, upon rights expressed by attending or represented shareholders, proposal of the employee shareholders of the AXA Group the resolution obtaining the highest number of favourable votes would be the only resolution adopted and the other The shareholders, having fulfilled the quorum and majority resolutions would accordingly be deemed to be rejected requirements pertaining to ordinary shareholders’ meetings by this Shareholders’ Meeting; and (ii) should no resolution and reviewed the Board of Directors’ report and upon proposal amongst the sixteenth resolution and resolutions A of the employee shareholders of the AXA Group, in accordance to F obtain a number of favourable votes greater than with Article L.225-23 of French Commercial Code, the majority of voting rights expressed by attending or • hereby appoint Mr. Bruno Guy-Wasier as director to replace represented shareholders, none of the candidates elected Mrs. Doina Palici-Chehab whose term of office expires at the by the employee shareholders would be appointed to the end of this Shareholders’ Meeting, for a term of four years, Board of Directors by this Shareholders’ Meeting. which will expire at the close of the Shareholders’ Meeting called in 2024 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws;
24 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Proposed resolutions submitted by the AXA Board of Directors
Resolution F • 5% of the total number of shares constituting the Company’s (not approved by the Board of Directors) share capital if the shares are purchased by the Company with the purpose of being held for subsequent payment or Appointment of Mr. Ashitkumar Shah as director, upon tender in the context of a merger, spin-off or contribution. proposal of the employee shareholders of the AXA Group These percentages are applicable to an adjusted number of shares, The shareholders, having fulfilled the quorum and majority where appropriate, depending on the transactions that may affect requirements pertaining to ordinary shareholders’ meetings the share capital after the date of this Shareholders’ Meeting. and reviewed the Board of Directors’ report and upon proposal The purchases of the Company’s ordinary shares may not, under of the employee shareholders of the AXA Group, in accordance any circumstances, result in the Company holding more than with Article L.225-23 of French Commercial Code, 10% of the ordinary shares constituting its share capital. • hereby appoint Mr. Ashitkumar Shah as director to replace Mrs. Doina Palici-Chehab whose term of office expires at the 2) Resolve that these ordinary shares may be acquired for the end of this Shareholders’ Meeting, for a term of four years, which following purposes: will expire at the close of the Shareholders’ Meeting called in a) (i) hedging stock options or other share allocations 2024 to approve the financial statements of the preceding fiscal granted to some or all eligible employees or executive year in accordance with Article 10 of the Bylaws; officers of the Company and/or affiliated companies or • resolve that (i) should several resolutions amongst, the economic interest groups as defined in Article L.225‑180 sixteenth resolution and resolutions A to F obtain a number of the French Commercial Code, (ii) granting for free of favourable votes greater than the majority of voting or assigning shares to some or all current or former rights expressed by attending or represented shareholders, employees, executive officers and general insurance the resolution obtaining the highest number of favourable agents enrolled in any employee savings plan sponsored votes would be the only resolution adopted and the other by the Company or the AXA Group pursuant to applicable resolutions would accordingly be deemed to be rejected law, in particular Articles L.3332-1 et seq. of the French by this Shareholders’ Meeting; and (ii) should no resolution Labor Code (Code du travail), or any foreign law share plan, amongst the sixteenth resolution and resolutions A or (iii) granting free shares to some or all employees and/or to F obtain a number of favourable votes greater than executive officers of the Company in accordance with the the majority of voting rights expressed by attending or provisions of Article L.225-197-1 of the French Commercial represented shareholders, none of the candidates elected Code and/or its affiliated companies or economic interest groups as defined in Article L.225-197-2 of the French by the employee shareholders would be appointed to the Commercial Code, or more generally, within the terms and Board of Directors by this Shareholders’ Meeting. conditions allowed by laws and regulations; b) optimizing the liquidity of the AXA ordinary share through Seventeenth resolution a liquidity contract entered into with an investment service provider, in accordance with the market practice Authorization granted to the Board of Directors to purchase accepted by the AMF, provided that, for the calculation ordinary shares of the Company of the 10% limit provided for in paragraph 1) of this The shareholders, having fulfilled the quorum and majority resolution, the number of such repurchased shares will be equal to the purchased shares minus the number of requirements pertaining to ordinary shareholders’ meetings shares resold throughout this authorization; and having reviewed the Board of Directors’ report: c) holding the shares for the purpose of subsequent payment 1) Authorize the Board of Directors, with the right to sub- or exchange in the context of potential external growth delegate as provided by law, in accordance with the transactions; provisions of Articles L.225-209 et seq. of the French d) delivering the shares upon exercise of the rights attached Commercial Code, Articles 241-1 to 241-5 of the Autorité des to securities corresponding to debt instruments giving a marchés financiers (AMF) General Regulations (Règlement claim to the Company’s share capital through repayment, Général de l’AMF), Commission Regulation No. 596/2014 conversion, exchange, presentation of a warrant or in any of April 16, 2014, Commission Delegated Regulation No. other manner; 2016/1052 of March 8, 2016 and market practices accepted e) cancelling some or all the shares, under the authorization by the AMF, to purchase, in one or several times and when provided by the Extraordinary Shareholders’ Meeting; or it deems appropriate, a number of ordinary shares of the f) more generally, performing all operations relating to Company that may not exceed: hedging operations or any other authorized operation • 10% of the total number of shares constituting the or to be subsequently authorized, by the laws and Company’s share capital at any given time or; regulations in force.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 25 Proposed resolutions submitted by the AXA Board of Directors
3) Resolve that the maximum purchase price per share shall offering on the shares of the Company and until the end of not exceed, excluding charges, €35 (or the equivalent of the offering period. this amount on the same date in any other currency). The 6) The shareholders grant all powers to the Board of Directors, Board of Directors may, however, in the event of transactions with the right to sub-delegate, in order to carry out, in involving the Company’s share capital, and in particular accordance with applicable legal and regulatory provisions, in case of a change in the ordinary share’s nominal value, all authorized reallocations of repurchased shares for the capital increase through capitalization of reserves followed purpose of one objective of the program to one or several by the issue and the free allotment of shares, stock split other objectives of this program, or their assignment, on or re-bundling of shares, adjust the maximum purchase or off market, it being specified that such reallocations price referred to above in order to take into account the and assignments may apply to shares repurchased upon impact of such transactions on the value of the share. authorizations related to previous programs. For information purposes, on February 19, 2020, without taking into consideration the shares already held, the All powers are thus granted to the Board of Directors, with maximum theoretical amount that could be allocated by the right to sub-delegate, to decide and implement this the Company to the repurchase of ordinary shares upon authorization, and to determine the terms and conditions this resolution would be €8,461,932,920, corresponding to thereof in accordance with applicable laws and regulations as 241,769,512 ordinary shares acquired at the maximum unit well as the terms of this resolution, and in particular to execute price (excluding charges) of €35 determined hereinabove all share trading orders, enter into all agreements including for and on the basis of the share capital on February 19, 2020. the purpose of complying with record-keeping requirements on buy and sell transactions, file all required disclosures with 4) Resolve that the acquisition, assignment or transfer of these the AMF or any other authority, establish any document, in shares may be carried out and paid by all appropriate means particular information documents, comply with all formal, legal in accordance with applicable or potentially applicable laws and other requirements and more generally, take all necessary and regulations, on a regulated market, using multilateral or appropriate measures in connection therewith. trading systems, systematic internalizer or over-the-counter, including by the purchase or sale of blocks, specifically by The Board of Directors shall inform the shareholders, as provided using options or other financial derivatives or warrants, or by law, of transactions performed under this authorization. more generally, by using securities granting rights to shares of the Company, at such time as the Board of Directors deems This authorization replaces and renders null and void appropriate. the unused portion of the authorization granted by the 5) Resolve that the Board of Directors shall not use this Shareholders’ Meeting of April 24, 2019 under the eleventh authorization, except with the prior approval of the resolution. It is granted for a period of 18 months from the date shareholders, as of the filing by another company of a public of this Shareholders’ Meeting.
As an Extraordinary Shareholders’ Meeting
Eighteenth resolution 1) Decide on the principle of the share capital increase of the Company and delegate to the Board of Directors, with Delegation of power granted to the Board of Directors to the right to sub-delegate as provided by law, the power to increase the share capital of the Company by issuing ordinary increase the share capital, in one or several times, within shares or securities giving a claim to the Company’s ordinary the timeframe and proportions it will determine at its shares, reserved for employees enrolled in an employer- own discretion, through the issue of ordinary shares or sponsored company savings plan, without preferential securities giving a claim to the Company’s ordinary shares subscription rights of the shareholders reserved to current or former employees, executive officers and general insurance agents of the Company and its The shareholders, having fulfilled the quorum and majority affiliated companies or economic interest groups within requirements pertaining to extraordinary shareholders’ the meaning of Article L.225-180 of the French Commercial meetings and having reviewed the Board of Directors’ report Code and Articles L.3344-1 and L.3344-2 of the French Labor and the Statutory Auditors’ report in accordance with the law, Code, who are enrolled in the Company or the AXA Group and in particular the provisions of Articles L.225-129 et seq. employer-sponsored company savings plan(s). The issue of and L.225-138-1 of the French Commercial Code and Articles shares may be paid in cash or through the capitalization of L.3332-1 et seq. of the French Labor Code,
26 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Proposed resolutions submitted by the AXA Board of Directors
reserves, earnings or premiums in case of free allotment of • resolve that the issues may be subscribed directly by shares or securities giving a claim to the capital as a grant eligible beneficiaries or through mutual funds; (abondement) and/or discount. • set the scope of companies participating in the offer; The total nominal amount of the capital increases that may • determine the terms and conditions of the issues to be carried out by virtue of this resolution shall not exceed be carried out by virtue of this delegation, in particular €135 million, it being specified that this maximum amount regarding dividend earning, full payment, subscription is common to the capital increases that may be carried out price of ordinary shares or securities giving a claim to the pursuant to this resolution and the nineteenth resolution capital, in accordance with applicable laws and regulations; hereinafter. Where appropriate, the nominal value of the • determine the opening and closing dates of the ordinary shares to be issued by virtue of this resolution in order subscription period; to safeguard the rights of owners of securities or other rights • set the deadline for full payment of the ordinary shares or giving a claim to the Company’s share capital, as required by other securities giving a claim to the capital; law and applicable contractual terms providing for other cases of adjustment, shall be added to this upper limit. • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim 2) Resolve to waive the preferential subscription rights of to the share capital of the Company, in accordance with the shareholders in favor of the members of an employer- applicable laws and regulations, and if applicable, the sponsored company savings plan, with respect to ordinary contractual terms providing for other cases of adjustment; shares and securities to be issued, possibly for free allotment, • record the completion of the capital increase, within by virtue of this resolution. Furthermore, this resolution the limit of the number of equity instruments or other entails the waiver by the shareholders of their preferential securities giving a claim to the capital to be subscribed subscription rights on ordinary shares to which the securities and amend the Bylaws accordingly; issued by virtue of this delegation may give a claim. • at its sole discretion and as it deems appropriate, charge 3) Resolve that the issue price of the ordinary shares or the expenses related to the capital increases to the securities to be issued by virtue of this resolution will be set amount of the resulting premiums, and deduct from this in accordance with Articles L.3332-18 et seq. of the French amount the sums required to bring the legal reserve to Labor Code, provided that, pursuant to the above-mentioned one-tenth of the new share capital after each increase; Articles L.3332-18 et seq., the discount set shall not exceed • proceed, if applicable, to the admission to trading on a 30% of the average quoted price of the AXA share on the regulated market of the ordinary shares or the securities to regulated market Euronext Paris over the twenty trading be issued or the shares which would be issued by exercising days preceding the day on which the Board of Directors, or its the securities giving a claim to the capital to be issued; delegatee, formally sets the opening date of the subscription • carry out all formal, legal and other requirements and period. The shareholders expressly authorize the Board of obtain all authorizations necessary to the completion of Directors to reduce or cancel the aforementioned discount, such issues. as it deems appropriate, in particular in order to take into consideration the international accounting standards, or, The Board of Directors may delegate to any person authorized inter alia, locally applicable legal, accounting, tax or social by law all powers to carry out the issues resulting from this provisions in certain beneficiaries’ countries of residence. resolution, as well as the power to postpone them, to the extent and in accordance with the terms and conditions that it may 4) Authorize the Board of Directors to freely grant ordinary define beforehand. shares or securities giving an immediate or deferred claim to ordinary shares of the Company, as a substitute for all or This delegation replaces and renders null and void the unused part of the discount and/or the grant (abondement) as the portion of the delegation granted by the Shareholders’ Meeting of case may be, provided that the total benefit resulting from April 24, 2019 under the twenty-first resolution. It is granted for a the discount and/or the grant (abondement) may not exceed period of 18 months from the date of this Shareholders’ Meeting. the applicable legal or regulatory limits.
5) Resolve that the characteristics of the other securities Nineteenth resolution giving a claim to the share capital of the Company shall be determined by the Board of Directors, or its delegatee, in Delegation of power granted to the Board of Directors to accordance with the conditions set by applicable regulations. increase the share capital of the Company by issuing ordinary shares, without preferential subscription rights of the 6) Grant to the Board of Directors all powers, subject to the limits shareholders, in favor of a specific category of beneficiaries and conditions stipulated hereinbefore, to determine the terms and conditions of such transactions, to postpone the The shareholders, having fulfilled the quorum and majority implementation of the capital increase and specifically to: requirements pertaining to extraordinary shareholders’
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 27 Proposed resolutions submitted by the AXA Board of Directors
meetings and having reviewed the Board of Directors’ report in order to take into consideration locally applicable legal, and the Statutory Auditors’ report, and pursuant to the accounting, tax and social provisions of certain beneficiaries’ provisions of Articles L.225-129 et seq. and L.225-138 of the countries of residence. French Commercial Code, 4) Resolve that the Board of Directors will have full powers, with 1) Decide on the principle of the capital increase and delegate the right to sub-delegate as provided by law, to implement to the Board of Directors, with the right to sub-delegate as this delegation, including postponing such, and specifically to: provided by law, the power to increase the share capital of • set the date and the issue price of the new shares to be the Company, in one or several times, by issuing ordinary issued, as well as the other terms and conditions of the shares, within the limit of a nominal amount of €135 million, issue, including the date - even retroactive - on which the such issue being reserved for the category of beneficiaries shares to be issued will earn dividends, and the terms of defined hereinafter, provided that this limit is common to payment of such shares; the capital increases that may be carried out pursuant to • set the list of beneficiaries of the cancellation of the this resolution and the eighteenth resolution hereinabove. preferential subscription rights within the categories 2) Resolve to waive the preferential subscription rights of the above defined, as well as the number of shares to be shareholders on the shares to be issued by virtue of this subscribed by each of them; resolution and to reserve the right to subscribe to the category • if need be, charge on the share premiums all expenses of beneficiaries meeting the following characteristics: related to the capital increases, as well as all sums (i) eligible employees, executive officers and general required in order to bring the legal reserve to one-tenth insurance agents of the companies or economic interest of the new share capital after each increase; groups affiliated with the Company pursuant to Article L.225- 180 of the French Commercial Code and Articles L.3344-1 and • take all necessary measures for the furtherance of the L.3344-2 of the French Labor Code and incorporated outside issues; of France, (ii) and/or mutual funds or other employee savings • record the completion of the capital increases resulting plans or share plan entities invested in shares of the Company, from this resolution and amend the Bylaws accordingly, as a legal entity or otherwise, whose share or unit holders are carry out all formal, legal and other requirements, and the persons described in (i) of this paragraph, (iii) and/or any obtain all authorizations necessary to the completion bank or subsidiary of such bank, which, at the request of the and the proper execution of such issues. Company, participates in the implementation of a structured offer to the persons mentioned in (i) of this paragraph. This This delegation replaces and renders null and void the unused structured offer shall be similar, in terms of economic profile, portion of the delegation granted by the Shareholders’ to the employee share plan that would be implemented, in Meeting of April 24, 2019 under the twenty-second resolution. particular by virtue of a capital increase carried out pursuant It is granted for a period of 18 months from the date of this to the eighteenth resolution hereinabove submitted to this Shareholders’ Meeting. Shareholders’ Meeting. 3) Resolve that the issue price of the new shares to be issued pursuant to this resolution (i) shall not be more than 30% Twentieth resolution lower than the average quoted price of the AXA share on Authorization granted to the Board of Directors to reduce the the regulated market Euronext Paris over the twenty trading share capital through cancellation of ordinary shares days preceding the day on which the Board of Directors, or its delegatee, sets the opening date of the subscription period The shareholders, having fulfilled the quorum and majority to a capital increase carried out by virtue of the eighteenth requirements pertaining to extraordinary shareholders’ resolution adopted by this Shareholders’ Meeting, nor meetings and having reviewed the Board of Directors’ report higher than this average, or, (ii) shall not be more than 30% and the Statutory Auditors’ report and pursuant to the lower than an average quoted price of the AXA share on the provisions of Article L.225-209 of the French Commercial Code, regulated market Euronext Paris over the twenty trading days preceding the day on which the Board of Directors, 1) Authorize the Board of Directors to cancel, in one or several or its delegatee, sets the opening date of the subscription times, all or a portion of the ordinary shares acquired by the to a capital increase reserved to a beneficiary included Company and/or that it may acquire in the future pursuant in the category defined hereinbefore, provided that the to any authorization granted by the Ordinary Shareholders’ structured offer referred to in paragraph (iii) of point 2) of this Meeting pursuant to Article L.225-209 of the French resolution would not be launched concurrently to a capital Commercial Code, up to a maximum amount of 10% of the increase carried out by virtue of the eighteenth resolution Company’s share capital for any 24-month period, provided adopted by this Shareholders’ Meeting, nor higher than this that such 10% limit applies to an adjusted number of shares, average. The Board of Directors may reduce or cancel the where appropriate, depending on the transactions affecting discount hereabove mentioned, if it deems appropriate, the share capital after the date of this Shareholders’ Meeting.
28 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Proposed resolutions submitted by the AXA Board of Directors
2) Authorize the Board of Directors to reduce the share capital Accordingly, section D-1 of Article 10 of the Bylaws shall now accordingly. be read as follows: 3) Resolve that the Board of Directors will have all powers, with the right to sub-delegate as provided by law, to implement “D - Directors representing the employees this resolution and specifically to: 1) As provided by law, when the number of members of the • establish the definitive amount of such capital Board of Directors appointed by the Ordinary Shareholders’ reduction(s), determine the terms and conditions of such Meeting is eight or less, a director representing the employees reduction(s), and duly record such reduction(s); is appointed by the French Group committee (comité de Groupe • charge the difference between the book value of the France). cancelled ordinary shares and their nominal value on When the number of members of the Board of Directors any available premiums and reserves, including the legal appointed by the Ordinary Shareholders’ Meeting exceeds reserve up to a maximum of 10% of the cancelled capital; eight, a second director representing the employees is • amend the Bylaws accordingly; appointed by the European Works Council (comité d’entreprise • complete all necessary formalities and declarations with européen). all authorities, and more generally do all that is necessary. When the number of members of the Board of Directors appointed by the Ordinary Shareholders’ Meeting, initially This authorization replaces and renders null and void greater than eight, drops to eight or less, the term of office of the unused portion of the authorization granted by the the second director representing the employees appointed by Shareholders’ Meeting of April 24, 2019 under the twenty-fifth the European Works Council (comité d’entreprise européen) resolution. It is granted for a period of 18 months from the date shall run up to its end. of this Shareholders’ Meeting. The meetings and resolutions of the Board of Directors shall remain valid should no director(s) representing the employees Twenty-first resolution be designated pursuant to the law and the Bylaws.” Amendment of Article 10, D-1 (Directors representing the employees) of the Company’s Bylaws in order to lower the Twenty-second resolution threshold, in number of directors, triggering the obligation to appoint a second director representing the employees on Authorization to comply with all formal requirements in the Board of Directors connection with this Shareholders’ Meeting
The shareholders, having fulfilled the quorum and majority The shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary shareholders’ requirements pertaining to ordinary shareholders’ meetings, meetings and having reviewed the Board of Directors’ report, grant full authority to the bearer of an original, a copy or an decide, in order to reduce from twelve to eight the number of excerpt of the minutes of this Shareholders’ Meeting to carry directors on the Board of Directors triggering the appointment out all publication and filing formalities, and generally do all of a second director representing the employees, to amend that is necessary. section D-1 of Article 10 “Composition of the Board of Directors” of the Bylaws of the Company, to comply with Article L.225-27-1 of the French Commercial Code amended by Law n° 2019-486 of May 22, 2019, known as the “PACTE” law.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 29 Information on the candidates to the AXA Board of Directors
Director whose term of office is up for renewal
Angelien Kemna
Main function Companies’ director
Born on November 3, 1957 Dutch nationality
Directorship and number of AXA shares Appointed on April 27, 2016 - Term expires at the 2020 Shareholders’ Meeting First appointment on April 27, 2016 Member of the AXA Audit Committee Number of AXA shares held on December 31, 2019: 7,250
Expertise and experience Directorships held within the AXA Group Dr. Angelien Kemna graduated with a Master of Arts in Director: AXA, AXA Investment Managers Econometrics and a Ph.D in Finance from Erasmus University Rotterdam (the Netherlands). She has a visiting scholar at the Directorships held outside the AXA Group Sloan School, MIT (United States). Dr. Angelien Kemna began Director or member of the Supervisory Board: NIBC (The her career as Associate Professor in Finance at the Erasmus Netherlands), Friesland Campina N.V. (The Netherlands) University from 1988 to 1991. In 1992, she joined Robeco NV and held various positions, notably Investments and Account Directorships held during the last five years Management Director from 1998 to 2001. During this period, Chairman of the Supervisory Board: Yellow&Blue Investment she was also part-time Professor of Financial Markets at Management B.V. (The Netherlands) the University of Maastricht (the Netherlands) (1993–1999). Director or member of the Supervisory Board: Duisenburg School From 2001 to July 2007, she worked for ING Investment of Finance (The Netherlands), Railway Pension Investments Ltd Management BV (the Netherlands), where she initially held the (“RPMI”) (United Kingdom), Stichting Child and Youth Finance position of Global Chief Investment Officer and subsequently International (The Netherlands) Chief Executive Officer for the European region. In the period 2007‑2011, Dr. Angelien Kemna was part-time Professor of Corporate Governance at the Erasmus University and had also various Non-Executive and advisory positions, most notably Vice-Chairman of the Supervisory Board of the Dutch regulatory institution (AFM). In 2009, Dr. Angelien Kemna joined APG Group N.V. as member of the Executive Board with the responsibility of Chief Investment Officer. From September 2014 to November 2017, Dr. Angelien Kemna was Chief Finance & Risk Officer of APG Group (the Netherlands).
30 2020 Notice of Meeting – AXA’s Shareholders’ Meeting
Directors whose term of office is up for renewal Information on the candidates to the AXA Board of Directors
Director whose term of office is up for renewal
Irene Dorner
Main function Chairwoman of the Board of Directors of Taylor Wimpey plc (United Kingdom)
Born on December 5, 1954 British nationality
Directorship and number of AXA shares Appointed on April 27, 2016 - Term expires at the 2020 Shareholders’ Meeting First appointment on April 27, 2016 Chairwoman of the AXA Audit Committee Number of AXA shares held on December 31, 2019: 6,700
Expertise and experience Directorship held within the AXA Group Mrs. Irene Dorner graduated with a Master of Arts in Director: AXA Jurisprudence from St. Anne’s College, Oxford (United Kingdom) and qualified as a Barrister-at-Law (College of Law, London) and Directorships held outside the AXA Group then became in-house counsel for Citibank N.A. In 1986, she Chairwoman of the Board of Directors: Taylor Wimpey plc (United joined Samuel Montagu as Head of the Legal Department and, Kingdom) following the HSBC acquisition of Midland Bank in 1992, became Chairwoman: Control Risks Group Holding Ltd (United Kingdom) Head of Strategic Planning at Midland Bank. She then held Director: Rolls-Royce Holdings plc (United Kingdom), Rolls‑Royce various senior front line and support function roles in Midland plc (United Kingdom) Global Markets and HSBC Bank. In early 2007, she became Trustee: SEARRP (the South East Asia Rainforest Research Deputy Chairman & Chief Executive Officer of HSBC in Malaysia. Partnership) (Malaysia) From 2010 to 2014, she was Chief Executive Officer & President of Honorary fellow: St. Anne’s College, Oxford (United Kingdom) HSBC USA. Whilst in this role, American Banker elected her the Member of the Advisory Board: University of Nottingham for first most powerful woman in the banking sector. She was also Asia (United Kingdom) Group Managing Director of HSBC Holdings (United Kingdom) and member of the HSBC Group Management Board. In 2014, Directorships held during the last five years Mrs. Irene Dorner retired from HSBC. From March 1, 2018 to Chairwoman: British American Business (United States), Virgin October 15, 2018, Mrs. Irene Dorner was Chairwoman of Virgin Money (United Kingdom) Money (United Kingdom). Since January 26, 2020, she has been Director: City of New York Partnership (United States), Committee Chairwoman of the Board of Directors of Taylor Wimpey plc Encouraging Corporate Philanthropy (United States), Financial (United Kingdom). Services Roundtable (United States), The Clearing House (United States) Member of the Advisory Board: Outleadership (United States)
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 31 Candidates for appointment as director
Information on the candidates to the AXA Board of Directors
Candidate for appointment as director
Isabel Hudson
Main function Companies’ director
Born on December 8, 1959 British nationality
Number of AXA shares Number of AXA shares held on April 18, 2020: 1,500
Expertise and experience Directorship held within the AXA Group Mrs. Isabel Hudson graduated with a Master of Arts in French None and German from the University of Oxford (United Kingdom). From 1981 to 1993, she held various positions at the Royal Directorships held outside the AXA Group Insurance Group (United Kingdom). From 1993 to 1995, she Director: BT Group plc (United Kingdom), National House Building was Head of European Development and Operations at the Council (United Kingdom) Corporation of Lloyd’s (United Kingdom). From 1996 to 1999, she was the International Development Director for GE Insurance Directorships held during the last five years Holdings Ltd (United Kingdom) and from 1999 to 2002, she held Chairwoman: National House Building Council (United Kingdom) the positions of Chief Financial Officer and Executive Director Director: Phoenix Group Holdings Ltd (United Kingdom), of Eureko BV (The Netherlands). From 2002 to 2006, she was an RSA Insurance Group plc (Senior Independent Director) Executive Director of Prudential’s UK business and Chairman (United Kingdom), Standard Life PLC (United Kingdom) of Prudential International Assurance and from 2006 to 2008, she established and served as Chief Executive Officer of a specialized pension buyout firm Synesis Life. In June 2011, she joined the National House Building Council (NHBC) Board and was Non-executive Chairman from November 2011 to May 2020. She had also been a non‑executive director of QBE Insurance Group Ltd (Australia) for 9 years. In November 2014, she was appointed to the Board of BT Group plc (United Kingdom). Mrs. Isabel Hudson is also an ambassador for the disability charity, SCOPE.
32 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Information on the candidates to the AXA Board of Directors
Candidate for appointment as director
Antoine Gosset-Grainville
Main function Partner at BDGS Associés law firm
Born on March 17, 1966 French nationality
Number of AXA shares Number of AXA shares held on December 31, 2019: 4,268
Expertise and experience Directorship held within the AXA Group Mr. Antoine Gosset-Grainville is a graduate of the Institut None d’études politiques of Paris and holds a “DESS” (post-graduate degree) in banking and finance from the University of Paris IX Directorships held outside the AXA Group Dauphine. He was admitted to the Paris Bar (2002) and the Director: AXA Assurances IARD Mutuelle, AXA Assurances Vie Brussels Bar (2013). After graduating from the French École Mutuelle, Compagnie des Alpes, Fnac Darty Nationale d’Administration, he began his career, in 1993, at the Inspection Générale des Finances, before taking the position of Directorship held during the last five years Deputy General Secretary of the European Monetary Committee Director: Schneider Electric SE and later of the Economic and Financial Committee of the European Union in 1997. From 1999 to 2020, he was advisor for Economic and Industry Affairs in the office of the European Commissioner in charge of Trade. In 2002, he became partner at Gide, where he managed the Brussels office for five years before becoming in 2007 Deputy Director of the Cabinet of the French Prime Minister, in charge of economic and financial issues and the management of the French State’s investment portfolio. In 2010, he was appointed Deputy Managing Director of the Caisse des Dépôts et Consignations in charge of finance, strategy, investments and international operations and Interim Chief Executive Officer of the Caisse des Dépôts Group from February to July 2012. In April 2013, he co-founded BDGS Associés (law firm).
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 33 Information on the candidates to the AXA Board of Directors
Candidate for appointment as director
Marie-France Tschudin
Main function President of Novartis Pharmaceuticals (Switzerland)
Born on September 24, 1971 Swiss nationality
Number of AXA shares Number of AXA shares held on December 31, 2019: none
Expertise and experience Directorship held within the AXA Group Mrs. Marie-France Tschudin graduated with a Master of Business None Administration from IMD business school in Switzerland, and a Bachelor of Science from Georgetown University in the United Directorship held outside the AXA Group States. Before joining Novartis, Mrs. Marie-France Tschudin President: Novartis Pharmaceuticals (Switzerland) spent 10 years at Celgene International in a variety of leadership positions, including country manager of Switzerland from 2008 Directorship held during the last five years to 2009, general manager of Austria, Switzerland, the Czech None Republic, Poland, Slovenia and Slovakia from 2009 to 2011, regional vice president of northern Europe from 2012 to 2014 and corporate vice president of hematology and oncology for Europe, the Middle East and Africa from 2014 to 2016. She joined Novartis in 2017 as Europe Region Head of Novartis Pharmaceuticals. From March to June 2019, she was President of Advanced Accelerator Applications, a Novartis company. Since June 7, 2019, Mrs. Marie-France Tschudin has been President of Novartis Pharmaceuticals and a member of the Executive Committee of Novartis (Switzerland).
34 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group
Helen Browne
Main function Group General Counsel - GIE AXA (France)
Born on December 30, 1962 Irish nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 97,010
Expertise and experience Directorships held within the AXA Group Mrs. Helen Browne is a graduate in law from the University of Member of the Board of Directors: XL Insurance Company SE Kent at Canterbury (United Kingdom) (English & French Law), (Ireland), RESO (Russia) and also a graduate in law from the University of Social Sciences of Grenoble (France). Mrs. Helen Browne qualified as a Solicitor Directorship held outside the AXA Group of the Senior Courts of England and Wales (College of Law, None Chester, United Kingdom) and was admitted to the Paris Bar in 1994. She joined Linklaters in 1987, working in London, Brussels Directorships held during the last five years and Paris and joined the Legal Department of AXA Group in Member of the Board of Directors: AXA Corporate Solutions 2001 as Head of Finance before taking on the role of Head of Assurance M&A in 2009. In 2014, she was appointed AXA Group Deputy Permanent representative of Société Beaujon to the Board General Counsel and since 2016, she has been AXA Group of Directors of: Vamopar General Counsel.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 35 Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group (resolution not approved by the Board of Directors)
Jérôme Amouyal
Main function Global Head of Analytics and Insights (Brand team) - GIE AXA (France)
Born on April 23, 1972 French nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 7,688
Expertise and experience Directorship held within the AXA Group Mr. Jérôme Amouyal graduated from the Hautes Etudes None Commerciales (Major in Finance) and the École nationale supérieure des télécommunications (Major in Artificial Directorship held outside the AXA Group Intelligence) completed with an executive education (Smartly None MBA). He began his career in 1998 as a strategy consultant in Bossard Gemini Consulting. In 1999, he joined an Internet Directorship held during the last five years startup, NetValue, which was French pioneer and leader None of Internet audience measurement, and he became vice president of consulting services. From 2001 to 2009, he was a managing consultant in Capgemini Telco and Media (business consulting). In 2009, he joined AXA France Services (France) as project portfolio manager (e-marketing). In 2012, he became performance manager (lead generation for agents, e-business steering) within the Digital Department of AXA France. In 2014, he joined the GIE AXA (France), first as manager in the Media Team and then, in 2018, in the Brand team, as Global Head of Analytics and Insights.
36 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group (resolution not approved by the Board of Directors)
Constance Reschke
Main function Head of Group Life – AXA Insurances Plc (Switzerland)
Born on September 21, 1976 Swiss nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 328
Expertise and experience Directorships held within the AXA Group Mrs. Constance Reschke is a graduate of the University of Leipzig Chairman of the Board of Directors: AXA Liechtenstein (Diploma program Mathematics). From 2001 to 2002, she was a Foundation (Foundation for the local employee benefit mathematician at Helvetia Patri Insurances. In 2002, she worked solution in Liechtenstein), Rofenberg Foundation (Employee as mathematician for Winterthur Insurances. Since 2008, she Welfare Foundation) held various positions within the AXA Group in Switzerland before becoming in November 2019 Head of Group Life business Directorship held outside the AXA Group line for AXA Insurance Plc (Switzerland). None
Directorship held during the last five years Member of the Board of the Directors: Paladio AG (representing AXA)
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 37 Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group (resolution not approved by the Board of Directors)
Bamba Sall
Main function Underwriting consultant – AXA France IARD (France)
Born on February 22, 1985 Senegalese nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 286
Expertise and experience Directorship held within the AXA Group Mr. Bamba Sall is a graduate of the Le Mans University (in None France) (Master’s degree in business law specialized in banking & insurance). From 2004 to 2008, he worked as assistant in a Directorship held outside the AXA Group family-owned building and civil engineering firmEntreprise de None Construction de Transport et de Commerce (ECTC). From 2010 to March 2011, he was a construction claims legal adviser for Directorship held during the last five years Groupama Paris. In April 2011, he joined the AXA Group and was None construction risks underwriter for various regional divisions of AXA France IARD before becoming consultant for underwriting in construction at AXA France IARD.
38 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group (resolution not approved by the Board of Directors)
Bruno Guy-Wasier
Main function Global Head of Client Service and Sales support - AXA IM Real Assets (France)
Born on October 7, 1972 French nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 2,861
Expertise and experience Directorship held within the AXA Group Mr. Bruno Guy-Wasier began his career at Indosuez Bank None followed by various roles namely head of Internal Audit at Boursorama (group Société Générale). He joined the Directorships held outside the AXA Group AXA Group in 2005, respectively at the Audit department, Senior Advisor: Linkers (Merger & Acquisition) then Chief of Staff of an Executive committee and MB Independent administrator: Legal Cluster (Legal tech), Securkeys member. Then he has been appointed Global Head of RFP (Home tech) and Business Data team. He joined AXA France as Head of key Independent administrator and treasury manager: Agata (non- account and sales partnerships. Back to AXA IM, he became profit organization) Director Fund Rationalization. He is currently Global Head of Client Service and Sales support within AXA IM-Real Assets. Directorship held during the last five years Mr. Bruno Guy‑Wasier graduated from the ESSEC (Executive None Master General Management), Warton (executive training), INSEAD France Business School (executive training), Paris V (DESS Banque Finance) and Ipag (Paris Business school option finance).
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 39 Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group (resolution not approved by the Board of Directors)
Timothy Leary
Main function Retention Agent - AXA PPP Healthcare (United Kingdom)
Born on October 6, 1958 British nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 1,403
Expertise and experience Directorship held within the AXA Group Mr. Timothy Leary graduated with a diploma in Marketing and None an OND in business studies (United Kingdom). From 1993 to 2011, Mr. Timothy Leary worked for Photo-Me International Plc Directorship held outside the AXA Group (Photomaton) (UK’s largest supplier and operator of photo None booths), he then was Development Manager for Leighton O’Brien UK Ltd from February to December 2011. From December 2011 Directorship held during the last five years to March 2014, he was Director for Pinnacle Monitoring Ltd (an None independent provider of wide range of services to the fuel retail sector). Since October 2014, Mr. Timothy Leary has been owner of Velofait/SoccerFX a sports event management Company in football and cycling, and since March 2016 he has been worked as Sales Advisor for AXA PPP Healthcare (United-Kingdom).
40 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Information on the candidates to the AXA Board of Directors
Candidate for appointment as director, upon recommendation of the employee shareholders of the AXA Group (resolution not approved by the Board of Directors)
Ashitkumar Shah
Main function IT Director - AXA Group Operations (France)
Born on October 21, 1975 British nationality
Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2019: 742
Expertise and experience Directorship held within the AXA Group Mr. Ashitkumar Shah is a graduate of the London School of None Economics (Economics Degree) and followed leadership courses at the International Institute for Management Development (IMD) Directorship held outside the AXA Group in Switzerland and at INSEAD France Business School. From 1998 None to 2004, he worked in consulting for Accenture and freelance. From 2005 to 2015, he then held various positions as IT Manager Directorship held during the last five years in government regulation for the Financial Conduct Authority None in London, insurance industry for Zurich Financial Services in Spain, London and Switzerland and staffing industry for ADECCO. In 2015, he joined the AXA Group as Chief Information Officer (CIO) for AXA Asia based in Hong-Kong before becoming IT Director for AXA Group Operations in France in 2018.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 41 Reports of the Statutory Auditors
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie
Statutory Auditors’ special report on regulated agreements
(Shareholders’ Meeting for the approval of the financial statements for the year ended December 31, 2019)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders of AXA SA 25, avenue Matignon 75008 Paris, France
Ladies and Gentlemen, In our capacity as Statutory Auditors of AXA, we hereby report to you on regulated agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of Article R.225-31 of the French Commercial Code (Code de commerce), it is your responsibility to determine whether the agreements are appropriate and should be approved.
Where applicable, it is also our responsibility to provide shareholders with the information required by Article R.225-31 of the French Commercial Code in relation to the implementation during the year of agreements already approved by the Shareholders’ Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These standards consisted in the verification of the consistency of the information we received with the basis documentation from which they are extracted.
AGREEMENTS TO BE APPROVED BY THE SHAREHOLDERS’ MEETING Agreements authorized and concluded during the year
We hereby inform you that we have not been advised of any agreements authorized and concluded during the year to be submitted for approval at the Shareholders’ Meeting in accordance with Article L.225-38 of the French Commercial Code.
AGREEMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETING Agreements approved during prior years
In accordance with Article R.225-30 of the French Commercial Code, we were advised of the following regulated agreements, approved during previous years, which remained in force during the past year.
42 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Reports of the Statutory Auditors
Agreement with Mr. Thomas Buberl (Chief Executive Officer) Nature, purpose, terms and conditions
On August 2, 2016, the Board of Directors acknowledged the effective renunciation by Mr. Thomas Buberl, in accordance with the Afep-Medef recommendations, of his employment contract from September 1, 2016, the date on which he became Chief Executive Officer of AXA.
Consequently, the Board of Directors proceeded to a full review of the future social status of Mr. Thomas Buberl, once the renunciation of his employment contract will be effective in accordance with the Afep-Medef recommendations.
In this context, the Board of Directors, in view of the seniority of Mr. Thomas Buberl in his employee status and from the significance of his services provided to the Company, confirmed its wish to maintain social benefits (health and disability insurance, etc.), as an executive director, in the same conditions than the ones applicable to AXA Group director-level employees in France.
Agreement with Mr. Denis Duverne (Chairman of the Board of Directors) Nature, purpose, terms and conditions
On February 17, 2010, the Supervisory Board acknowledged the effective renunciation by Mr. Denis Duverne of his employment contract as of the Shareholders’ Meeting of April 29, 2010 during which the former dual structure consisting of a Management Board and a Supervisory Board was replaced by a unitary Board of Directors structure.
The Supervisory Board was concerned that the decision of Mr. Denis Duverne to renounce his employment contract, in accordance with the Afep-Medef recommendations, would not jeopardize the continuity of his accrued and future social benefits.
Consequently, the Supervisory Board took the following decision:
• The Supervisory Board authorized the Company to take all appropriate commitments to ensure that, as a corporate officer, Mr. Denis Duverne would continue to have social benefits (health and disability insurance, etc.) identical or on terms equivalent to those applicable to AXA Group director-level employees in France, including by amending Group benefit plans in terms of health and disability insurance.
Neuilly-sur-Seine and Courbevoie, March 16, 2020
The Statutory Auditors
PricewaterhouseCoopers Audit Mazars Bénédicte Vignon - Grégory Saugner Jean-Claude Pauly – Maxime Simoen
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 43 Reports of the Statutory Auditors
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie
Statutory Auditors’ report on the issue of ordinary shares or securities giving access to the share capital of the Company, reserved for employees enrolled in a company savings plan, without preferential subscription rights of the shareholders
(Shareholders’ Meeting of April 30, 2020* – 18th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders of AXA SA 25, avenue Matignon 75008 Paris
Ladies and Gentlemen,
In our capacity as Statutory Auditors of AXA, and in accordance with Articles L.228-92 and L.225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposed issue of ordinary shares or securities giving access to ordinary shares of the Company, without preferential subscription rights of the shareholders, reserved for current or former employees, executive officers and general insurance agents of the Company and companies or economic interest groups related to it within the meaning of Article L.225-180 of the French Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor Code (Code du travail) who are enrolled in company savings plans set up by the Company or the AXA Group, which is submitted to you for approval.
The maximum nominal amount of the capital increases that may be carried out may not exceed €135 million, it being specified that this ceiling would apply to all capital increases that may be carried out pursuant to the 18th and 19th resolutions.
This capital increase is being submitted to your approval pursuant to the provisions of Articles L.225-129-6 of the French Commercial Code and L.3332-18 et seq. of the French Labor Code.
Acting on the basis of its report, the Board of Directors proposes that you delegate to it, for a period of 18 months and with the possibility to sub-delegate, the authority to set the terms and conditions of such capital increase and that you waive your preferential subscription rights to the shares to be issued.
This delegation of authority would supersede the unused portion of the delegation of authority granted by the Shareholders’ Meeting of April 24, 2019 under the 21st resolution.
It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R.225-113 et seq. of the French Commercial Code. It is our responsibility to express our opinion on the fairness of the figures taken from the financial statements, on the proposed cancellation of the preferential subscription rights and on other information pertaining to the issue contained in this report.
We performed the procedures we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying the information provided in the Board of Directors’ report relating to this operation and the methods used to set the issue price of the shares to be issued.
Subject to a subsequent examination of the terms and conditions of the proposed issue, we have no matters to report on the information provided in the Board of Directors’ report relating to the methods used to set the issue price of the shares to be issued.
* Shareholders’ Meeting postponed to June 30, 2020.
44 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Reports of the Statutory Auditors
Since the final terms and conditions of the issue have not been set, we do not express an opinion in this respect or, consequently, on the proposed cancellation of the shareholders’ preferential subscription rights.
In accordance with Article R.225-116 of the French Commercial Code, we will issue an additional report if and when the Board of Directors uses this delegation of authority to issue shares or other equity securities giving access to other equity securities or to issue securities giving access to equity securities to be issued.
Neuilly-sur-Seine and Courbevoie, March 16, 2020
The Statutory Auditors
PricewaterhouseCoopers Audit Mazars Bénédicte Vignon - Grégory Saugner Jean-Claude Pauly – Maxime Simoen
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 45 Reports of the Statutory Auditors
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie
Statutory Auditors’ report on the capital increase through the issue of ordinary shares, without preferential subscription rights of the shareholders, in favor of a specific category of beneficiaries
(Shareholders’ Meeting of April 30, 2020* – 19th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders of AXA SA 25, avenue Matignon 75008 Paris
Ladies and Gentlemen,
In our capacity as Statutory Auditors of AXA, and in accordance with Articles L.225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposed capital increase through the issue of ordinary shares, without preferential subscription rights for shareholders, reserved for a specific category of beneficiaries meeting the following characteristics: (i) eligible employees, executive officers and general insurance agents of companies or economic interest groups related to the Company within the meaning of Article L.225-180 of the French Commercial Code and Articles L.3344-1 and L.3344-2 of the French Labor Code (Code du travail) and incorporated outside France, (ii) and/or mutual funds or other employee share ownership vehicles invested in shares of the Company, whether they have a legal personality or not, whose unitholders or shareholders are the persons described in (i) of this paragraph, (iii) and/or any bank or subsidiary of 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, presenting a similar economic profile to any employee share ownership plan implemented, in particular, in connection with a capital increase carried out pursuant to the 18th resolution submitted to this Shareholders’ Meeting, which is submitted to you for approval.
The maximum nominal amount of the capital increases that may be carried out may not exceed €135 million, it being specified that this ceiling would apply to all capital increases that may be carried out pursuant to the 18th and 19th resolutions.
Acting on the basis of its report, the Board of Directors proposes that you delegate to it, for a period of 18 months from the date of this Shareholders’ Meeting and with the possibility to sub-delegate, the authority to set the terms and conditions of such capital increase and to waive your preferential subscription rights to the ordinary shares to be issued.
This delegation would supersede the unused portion of the delegation of authority granted by the Shareholders’ Meeting of April 24, 2019 under the 22nd resolution.
It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R.225-113 and R.225-114 of the French Commercial Code. It is our responsibility to express our opinion on the fairness of the figures taken from the financial statements, on the proposed cancellation of the preferential subscription rights and on other information pertaining to the issue contained in this report.
We performed the procedures we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying the information provided in the Board of Directors’ report relating to this operation and the methods used to set the issue price of the shares to be issued.
* Shareholders’ Meeting postponed to June 30, 2020.
46 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Reports of the Statutory Auditors
Subject to a subsequent examination of the terms and conditions of the proposed capital increase, we have no matters to report on the information provided in the Board of Directors’ report relating to the methods used to set the issue price of the shares to be issued.
Since the final terms and conditions of the issue have not been set, we do not express an opinion in this respect or, consequently, on the proposed cancellation of the shareholders’ preferential subscription rights.
In accordance with Article R.225-116 of the French Commercial Code, we will issue an additional report if and when the Board of Directors uses this delegation of authority.
Neuilly-sur-Seine and Courbevoie, March 16, 2020
The Statutory Auditors
PricewaterhouseCoopers Audit Mazars Bénédicte Vignon - Grégory Saugner Jean-Claude Pauly – Maxime Simoen
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 47 Reports of the Statutory Auditors
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie
Statutory Auditors’ report on the share capital reduction
(Shareholders’ Meeting of April 30, 2020* – 20th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders of AXA SA 25, avenue Matignon 75008 Paris
Ladies and Gentlemen,
In our capacity as Statutory Auditors of AXA, and in accordance with the provisions of Article L.225-209 of the French Commercial Code (Code de commerce) applicable in the event of a share capital reduction by cancellation of shares purchased by the Company, we hereby report to you on our assessment of the reasons for and the terms and conditions of the proposed capital reduction.
The Board of Directors proposes that you delegate to it, for a period of 18 months from the date of this Shareholders’ Meeting and with the possibility to sub-delegate, the authority to cancel the ordinary shares purchased under any share buyback program carried out in accordance with the abovementioned Article, provided that they represent no more than 10% of the share capital per 24-month period, it being specified that this 10% limit would apply to an adjusted number of shares, taking into account any operations affecting the share capital following this Shareholders’ Meeting.
This authorization would supersede the unused portion of the authorization granted by the Shareholders’ Meeting of April 24, 2019 under the 25th resolution.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the reasons for and the terms and conditions of the proposed capital reduction, which is not considered to affect shareholder equality, comply with the applicable legal provisions.
We have no matters to report on the reasons and the terms and conditions of the proposed capital reduction.
Neuilly-sur-Seine and Courbevoie, March 16, 2020
The Statutory Auditors
PricewaterhouseCoopers Audit Mazars Bénédicte Vignon - Grégory Saugner Jean-Claude Pauly – Maxime Simoen
* Shareholders’ Meeting postponed to June 30, 2020.
48 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Supplementary reports (capital increase reserved for employees of the AXA Group)
Supplementary Report of the Chief Executive Officer (Capital increase reserved for employees of the AXA Group)
The Board of Directors decided, during its meeting of June 19, 1. Definitive conditions of the operation 2019, on the principle and the timetable for a new increase in the capital of the Company through the issue of a maximum of In addition to the traditional subscription formula for the capital 58,951,965 shares of the Company reserved for the employees increase offered to the employees, an investment leverage of the French and foreign entities of the AXA Group (“Shareplan formula will be offered by the Group. In the context of this 2019”). investment leverage formula, several compartments of the Employee Stock Ownership Funds (FCPE) were created, for In compliance with the delegation, pursuant to the provisions French and foreign residents. of articles L.225-129 et seq, and L.225-138-1 of the French Commercial Code and articles L.3332-1 et seq of the French In the context of the investment leverage formula, the holders Labor Code, granted to the Board of Directors by the twenty- of FCPE units will be the beneficiaries of a mechanism that first resolution of the Shareholders’ Meeting of the Company allows them to limit their personal contribution to 10% of the on April 24, 2019 and the delegation of power granted to me by subscription price for all of the shares that are subscribed to the Board of Directors during its meeting of June 19, 2019, I, the for their own account; the remaining 90% is financed by the undersigned, have applied such delegation to establish in my additional contribution made by the banking partner in the decision of October 15, 2019 the definitive terms and conditions transaction. Under a swap agreement entered into by the FCPE, to be applied to this operation. the net asset value of their units at the time of liquidation at the term of the FCPE, or in any event provided for under law It is hereby reiterated that this delegation granted by the at the time of any early redemption prior to this date, will be Shareholders’ Meeting of April 24, 2019 was granted to the Board equal to the amount of their personal contribution guaranteed of Directors for a period of eighteen months from the date of in euros and a percentage of any gain on all of the shares they such Meeting to increase the share capital, in one or several subscribed to through the FCPE. offerings, at its sole discretion, through the issue of shares reserved to (i) current or former employees, executive officers Regulations applicable to the FCPE, approved by the Autorité and general insurance agents enrolled in the Employee Stock des marchés financiers on June 4, 2019, define more completely Purchase Plan (PEEG) sponsored by AXA entities in France and the parameters applicable to this operation. (ii) current or former employees enrolled in the International In compliance with applicable legal provisions, the Board of Employee Stock Purchase Plan (PIAG) sponsored by AXA entities Directors during its meeting of June 19, 2019, decided that the registered offices of which are located outside of France, the issue prices for the new shares would correspond to the (hereafter collectively referred to as the “Employees”), limited following: to a maximum nominal amount of 135 million euros. • for the traditional formula, 80% of the arithmetic average The delegation by the Shareholders’ Meeting as set forth above of the 20 daily VWAPs (volume-weighted average prices), i.e. shall be carried out with the preferential subscription rights of the arithmetic average of average AXA share trading prices the shareholders being waived in favor of the employees of during a given trading day, weighted by the volume of AXA the Group enrolled in an employee savings plan for shares or shares traded on Compartment A of Euronext Paris at each securities to be issued and with a waiver of their preferential price (excluding opening and closing prices), over a period subscription rights to those shares to which the securities of 20 trading days ending on the last trading day prior to the issued may grant rights. decision of the Chief Executive Officer setting the dates for the retraction/subscription period;
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 49 Supplementary reports (capital increase reserved for employees of the AXA Group)
• for the investment leverage formula, 95.01% of the arithmetic In addition, the effect of this issue on the interest in average of the 20 daily VWAPs (volume-weighted average shareholders’ equity on June 30, 2019, for a shareholder holding prices), i.e. the arithmetic average of average AXA share one AXA share and not subscribing to the increase in capital is trading prices during a given trading day, weighted by the as follows: volume of AXA shares traded on Compartment A of Euronext Paris at each price (excluding opening and closing prices), In the event where the entire offer is subscribed to under the over a period of 20 trading days ending on the last trading traditional formula: day prior to the decision of the Chief Executive Officer setting the dates for the retraction/subscription period. Interest in the shareholders’ equity as of June 30, 2019 (per share)
And consequently I, the undersigned, in my decision of Prior to the issue 16.42 euros October 15, 2019: After the issue of the maximum number of 16.46 euros 1°/ found that the average of the opening price for AXA shares 58,951,965 new shares traded on Compartment A of Euronext Paris for the period from September 17, 2019 (inclusive) to October 14, 2019 In the event where the entire offer is subscribed to under the (inclusive) is 22.87 euros, after rounding down to the investment leverage formula: nearest eurocent (hereinafter the “Reference Price”); 2°/ decided that, for the traditional formula, the unit Interest in the shareholders’ equity as of June 30, 2019 (per share) subscription price for new shares offered in the context of the increase in the share capital reserved for Employees Prior to the issue 16.42 euros will be equal to 18.30 euros, i.e. 80% of the Reference Price; After the issue of the maximum number of 16.54 euros 3°/ decided that, for the investment leverage formula, the unit 58,951,965 new shares subscription price for new shares offered in the context of the increase in the share capital reserved for Employees It is hereby reiterated that the numbers stated herein are will be equal to 21.73 euros, i.e. 95.01% of the Reference calculated based on the theoretical maximum number of shares Price. that can be issued in the context of the increase in share capital that is the subject of this report. For informational purposes I, the undersigned decided to set the dates of the retraction/ only, under the Shareplan 2018 operation, a total number of subscription period for the Shareplan 2019 operation from 15,423,549 shares was subscribed to as follows: 2,145,268 new October 17, 2019 (inclusive) to October 21, 2019 (inclusive). shares under the traditional formula, and 13,278,281 new shares under the investment leverage formula. The date of establishment of the increase in the share capital is set for November 29, 2019. In accordance with the provisions of Taking into account the issue price and the volume of the article L.225-138-1 of the French Commercial Code, the number operation, this should not have any significant effect on the of newly issued shares will correspond to the number of shares share’s market value. actually subscribed by the beneficiaries and will be known at the end of the retraction/subscription period. * * * *
In compliance with the provisions of article R.225-116 of 2. Effects of the proposed issue the French Commercial Code, this report is available to the The effect of the issue of a maximum of 58,951,965 new shares shareholders at the registered office of the Company, and the on the holdings in the share capital of a shareholder owning shareholders will be informed of it at the next Shareholders’ 1% of the capital of AXA(1) and who does not subscribe to the Meeting. increase in the share capital is as follows: On October 15, 2019, Holding of the shareholder in the share capital Thomas Buberl Prior to the issue 1.00% Chief Executive Officer
After the issue of the maximum number of 0.98% 58,951,965 new shares
(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 financiers (AMF) on September 30, 2019, i.e. 2,415,618,212 shares.
50 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Supplementary reports (capital increase reserved for employees of the AXA Group)
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers 61, rue Henri Régnault 92208 Neuilly-sur-Seine 92400 Courbevoie
Supplementary report of the statutory auditors on the capital increase, without preferential subscription rights, reserved for employees enrolled in the Employee Stock Purchase Plan (PEEG) or the International Employee Stock Purchase Plan (PIAG)
Decision of the Chief Executive Officer of October 15, 2019
This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the shareholders of AXA 25, avenue Matignon 75008 Paris
Dear shareholders,
In our capacity as Statutory Auditors of AXA and in accordance with Article R.225-116 of the French Commercial Code, we hereby present a supplementary report to our report dated March 18, 2019 related to the capital increase, without preferential subscription rights, reserved to (i) current or former employees, executive officers and general insurance agents enrolled in the Employee Stock Purchase Plan (PEEG) sponsored by AXA entities in France and (ii) current or former employees enrolled in the International Employee Stock Purchase Plan (PIAG) sponsored by AXA entities the registered offices of which are located outside of France, as authorized by your Shareholders’ Meeting of April 24, 2019.
During this Shareholders’ Meeting, the shareholders granted the Board of Directors, over a period of 18 months with the right to sub-delegate, the power to set the terms of such capital increase up to a maximum nominal amount of Euro 135 million. Pursuant to this delegation, in its meeting of June 19, 2019, the Board of Directors decided on the principle and the timetable of this new increase in the capital of the Company and sub-delegated to the Deputy Chief Executive Officer, with the agreement of the Chief Executive Officer, the power to decide of the implementation of the capital increase as well as the definitive terms and conditions of such transaction in accordance with the terms and timetable set by the Board of Directors.
Pursuant to this sub-delegation, the Chief Executive Officer decided, on October 15, 2019 to carry out a capital increase by issuing a maximum amount of 58,951,965 new shares of the Company.
Considering the formulas for calculating the issue price set by the Board of Directors in its meeting of June 19, 2019, and, in particular, the Chief Executive Officer: • Noted that the average of the Volume Weighted Average Prices (VWAP) for AXA shares over a 20-day period between September 17, 2019 (inclusive) and October 14, 2019 (inclusive) is Euro 22.87, rounded down to the nearest Euro cent (hereinafter, the “Reference price”); • Decided that, for the traditional formula, the unit subscription price offered a capital increase reserved for employees will be Euro 18,30, i.e. 80% of the Reference price; • Decided that, for the investment leverage formula, the unit subscription price offered a capital increase reserved for employees will be Euro 21,73, i.e. 95.01% of the Reference price.
The Chief Executive Officer also decided to set the retractation/subscription period between October 17, 2019 (inclusive) and October 21, 2019 (inclusive).
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 51 Supplementary reports (capital increase reserved for employees of the AXA Group)
It is the responsibility of the Chief Executive Officer to prepare a supplementary report in accordance with Articles R.225-115 and R.225‑116 of the French Commercial Code. We are required to give our opinion on the fairness of the figures resulting from the interim financial statements, on the waiver of the shareholders’ preferential subscription rights and on certain other information concerning the issue and contained in this report.
We performed our work in accordance with the professional standards applicable in France. Those standards require that we plan and perform certain procedures to verify: • the fairness of the figures taken from the interim financial statements as of June 30, 2019, prepared under the responsibility of the Chief Executive Officer in accordance with the same methods and pursuant to the same presentation as the last financial statements. We conducted inquiries which consisted in discussing these interim financial statements with the members of management responsible for financial and accounting matters, verifying that the figures were established in accordance with the same accounting principles and presentation as the ones used to establish the last financial statements and implementing analytical procedures; • the conformity of the terms and conditions of the transaction with regards to the delegation granted by the Shareholders’ Meeting; • the information provided in the supplementary report of the Chief Executive Officer related to the calculation methods and final amounts of the issue price.
We have no matters to report on: • the fairness of the figures resulting from the Company’s interim financial statements and contained in the supplementary report of the Chief Executive Officer; • the conformity of the terms and conditions of the transaction with regards to the delegation granted by the Shareholders’ Meeting of April 24, 2019 and with the information presented to the shareholders; • the choice of the calculation methods of the issue price and its final amount; • the presentation of the issue impact on the position of holders of equity securities and securities giving a claim to the capital having regard to shareholders’ equity and the share trade value; • the proposal to waive the shareholders’ preferential subscription rights, which you have already approved.
The supplementary report of the Chief Executive Officer calls for the following observation:
The report suggests that, given issue price and the volume of the transaction, the transaction is not expected to have a significant impact on the share market value. In that respect, this report does not provide a clear and comprehensive information on the issue impact on the share market value. Therefore, we cannot give an opinion on the issue and thus on the waiving of preferential subscription rights upon which you have voted.
Neuilly-sur-Seine and Courbevoie, October 30, 2019
The Statutory Auditors
PricewaterhouseCoopers Audit Mazars Bénédicte Vignon – Grégory Saugner Jean-Claude Pauly – Maxime Simoen
52 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Executive summary of AXA’s situation in 2019
2019 financial highlights
Consolidated revenues: €103,532 million (+5% on a comparable basis)
Net income Group share: €3,857 million
Adjusted earnings (a): €6,844 million
Underlying earnings (b): €6,451 million
Adjusted earnings per share (fully diluted): €2.76
Dividend per share (c): €0.73
(a) Adjusted earnings represent the net income (Group share), before the impact of the following items net of policyholder participation, deferred acquisition costs, VBI, taxes and minority interests: (i) integration and restructuring costs related to material newly-acquired companies as well as restructuring and associated costs related to productivity improvement plans; (ii) goodwill and other related intangibles; (iii) exceptional operations (primarily changes in scope and discontinued operations); (iv) profit or loss on financial assets accounted for under fair value option (excluding assets backing liabilities for which the financial risk is borne by the policyholder), foreign exchange impacts on assets and liabilities, and derivatives related to invested assets. (b) Underlying earnings correspond to adjusted earnings excluding net capital gains or losses attributable to shareholders. (c) Submitted to Shareholders’ approval on June 30, 2020.
Operating highlights
Governance
Re-appointment of Mr. Jean-Pierre Clamadieu Shareholders’ Meeting confirmed his appointment as Chairman as director, and ratification of the cooptation of of the Compensation & Governance Committee and Senior Independent Director. AXA’s Shareholders’ Meeting also Mrs. Elaine Sarsynski as director ratified the cooptation of Mrs. Elaine Sarsynski as director for On April 24, 2019, AXA’s Shareholders’ Meeting approved the the remainder of her predecessor’s term of office, i.e. until the reappointment of Mr. Jean-Pierre Clamadieu as director for close of the Shareholders’ Meeting called in 2021 to approve a four-year term. The Board of Directors held following the the financial statements of the preceding fiscal year.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 53 Executive summary of AXA’s situation in 2019
Étienne Bouas-Laurent was appointed Group Matthieu Bébéar and Guillaume Borie took new CFO starting from January 1, 2020. Étienne positions. Benoît Claveranne assumed oversight Bouas-Laurent, Karima Silvent and Georges of AXA Next Desvaux joined AXA’s Management Committee On November 15, 2019, AXA announced that Matthieu Bébéar, On June 20, 2019, AXA announced that Étienne Bouas‑Laurent, previously Deputy CEO of AXA France and CEO of AXA Particuliers previously CEO of AXA Hong Kong, would become Deputy & IARD Entreprises, was appointed Chief Business Officer of Chief Financial Officer and a member of AXA’s Management AXA International & New Markets and Strategic Development Committee as of September 1, 2019, and would replace Officer for Latin America. He reports to Benoît Claveranne, Gérald Harlin as Group Chief Financial Officer as of CEO of AXA International & New Markets and a member of the January 1, 2020. Étienne Bouas-Laurent joined the Group AXA Group Management Committee. in 1997 and has held several financial and operational roles throughout his career at AXA. Guillaume Borie, previously Group Chief Innovation Officer and CEO of AXA Next, became Deputy CEO of AXA France and CEO Alban de Mailly Nesle, Chief Risk Officer, Head of Insurance of AXA Particuliers & IARD Entreprises. He reports to Jacques Office, and a member of the Management Committee, became de Peretti, Chairman and CEO of AXA France and a member of Chief Risk and Investment Officer, taking the additional the AXA Group Management Committee. responsibility of overseeing the Group Investment Department, in addition to Group Risk Management and Ceded Reinsurance. At the AXA Group Management Committee level, Benoît Claveranne, in addition to his current role, now Georges Desvaux, previously Senior Partner at McKinsey assumes oversight of our innovation ecosystem and pursues & Company, was appointed Chief Strategy and Business the development of new business models in healthcare across Development Officer of AXA and joined AXA’s Management the Group. As a result, the CEO of AXA Next now reports to him. Committee as of September 1, 2019. These appointments were effective on January 1, 2020. Karima Silvent, Chief Human Resources Officer, joined AXA’s Management Committee as of September 1, 2019. Delphine Maisonneuve was appointed CEO of AXA Next and Group Chief Innovation Officer AXA announced changes in AXA IM’s leadership On December 4, 2019, AXA announced that Delphine Maisonneuve, to prepare a new phase of its development previously CEO of AXA Brazil, was appointed CEO of AXA Next On October 14, 2019, AXA announced that Gérald Harlin, and Group Chief Innovation Officer, effective January 1, 2020. Group Deputy CEO and Group CFO, was appointed Executive Chairman of AXA Investment Managers (AXA IM), effective She reports to Benoît Claveranne, CEO of AXA International & New on December 1, 2019, to implement the next phase of Markets and a member of the AXA Group Management Committee, AXA IM’s strategy with the aim of accelerating the company’s and replaces Guillaume Borie who was appointed Deputy CEO of development. Gérald Harlin continues to report to Thomas AXA France and CEO of AXA Particuliers & IARD Entreprises. Buberl, CEO of AXA, in this role. In her new position, Delphine Maisonneuve will further pursue Andrea Rossi, who led AXA IM since 2013, decided to step the endeavors of AXA to design, pilot and implement innovative down from his role as CEO and became a strategic advisor to insurance and service proposals across the Group to serve the Gérald Harlin on December 1, 2019. All members of the AXA IM Payer to Partner strategy. She will also build on and leverage the Management Board have been reporting to Gérald Harlin from innovation ecosystem across the Group in close cooperation then on. Christof Kutscher, who has been Chairman of AXA IM’s with the business. Board of Directors since 2014, stepped down from his role. Gérald Harlin assumes the role of Chairman of the Board since October 14, 2019. Scott Gunter was appointed CEO of AXA XL On February 20, 2020, AXA announced the appointment of Gérald Harlin remains Group Deputy CEO (Directeur Général Scott Gunter, previously Senior Vice President of Chubb Group Adjoint) following the transition of his Group CFO responsibilities and President of Chubb’s North America Commercial Insurance to Etienne Bouas‑Laurent at year-end 2019. division, as CEO of AXA XL. He replaced Greg Hendrick and joined AXA’s Management Committee, reporting to Thomas Buberl, CEO of AXA.
These changes were effective immediately, subject to any required regulatory approval.
54 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Executive summary of AXA’s situation in 2019
Significant acquisitions
AXA has completed the acquisition of the Total cash consideration for the acquisition of the 50% stake (3) (4) remaining 50% stake in AXA Tianping amounted to RMB 4.6 billion (or €590 million ). On December 13, 2019, AXA announced that it has completed The completion of the transaction follows the fulfilment the acquisition of the remaining 50% stake (1) in AXA Tianping of customary closing conditions, including the receipt of Property & Casualty Insurance Company Ltd (“AXA Tianping”) regulatory approvals. from its domestic shareholders (2), becoming the largest 100% foreign-owned P&C insurer in the Chinese market. AXA Tianping has been fully consolidated in AXA Group’s financial statements as at December 31, 2019.
Significant disposals
AXA completed the sale of its Ukrainian operations Under the terms of the agreement, AXA will sell 100% of AXA Bank Belgium to Crelan for a total consideration of On February 14, 2019, AXA announced that it had completed the (5) €620 million, comprised of (i) a total cash consideration of sale of both its non-life entity (AXA Insurance ) and life entity (7) (6) €540 million , and (ii) the transfer to AXA Belgium of 100% (AXA Insurance Life) in Ukraine to Fairfax Financial Holdings Limited . of Crelan Insurance (valued at €80 million), the insurance company of Crelan, providing protection insurance linked to loans originated by Crelan. Termination of the sale agreement related to AXA MBask Insurance Company in Azerbaijan In addition, AXA and Crelan have agreed to enter into a long- On April 4, 2019, AXA announced that the agreement with term P&C and Protection (8) insurance distribution partnership, Mr. Elkhan Garibli to sell AXA’s non-life entity in Azerbaijan extending the existing partnership between AXA Bank Belgium (AXA MBask Insurance Company OJSC), announced on and AXA Belgium to the entire Crelan network. February 21, 2018, lapsed. Financial impacts are the following: AXA MBask Insurance Company ceased underwriting new • This transaction is expected to result in a positive impact on insurance business and will exclusively administer the in-force AXA Group’s Solvency II ratio of ca. 4 points; portfolio with the purpose of terminating its insurance activities (9) in Azerbaijan as soon as practicable, while preserving the • It resulted in a one-time negative net income impact of interests of its existing clients in Azerbaijan. approximately €0.6 billion in AXA Group’s 2019 consolidated financial statements; • Underlying Earnings generated by AXA Bank Belgium were AXA to sell AXA Bank Belgium, and enter into a €47 million (10) in 2018. long-term insurance distribution partnership with Crelan Bank In addition, AXA Belgium will take a 9.9% minority equity stake (11) in Crelan NV (12) and AXA Bank Belgium, investing a total of On October 25, 2019, AXA announced that it has entered into an agreement to sell its Belgian banking operations, AXA Bank Belgium, to Crelan Bank (“Crelan”).
(1) AXA acquired the initial 50% stake in AXA Tianping in February 2014. (2) Ningbo Yi Ke Joint Venture Co., Ltd., Ningbo Hua Ge Industrial Investment Co., Ltd., Tian Mao Industrial Group Joint Stock Corporation, Ningbo Lu Da Sheng Technology Co., Ltd., Ningbo Rixingkang Biology Engineering Co., Ltd. (3) This includes an immediate cash consideration of RMB 3.5 billion, and a payment of RMB 1.1 billion deferred by 12 months from completion. The deferred payment replaces the capital reduction of AXA Tianping (RMB 1.5 billion) communicated at the time of the signing of the transaction. (4) EUR 1 = RMB 7.8009 as of December 12, 2019 (Source: Bloomberg). (5) AXA Insurance in Ukraine was a joint venture between AXA (50% shareholding) and Ukrsibbank. (6) Through its subsidiary FFHL Group Ltd. (7) Subject to price adjustment at closing. (8) Insurance linked to mortgages, consumer and professional loans. (9) The net income impact is based on the cash consideration and the value of Crelan Insurance only and does not take into account any value for the insurance distribution partnership with AXA Bank Belgium, and its extension to Crelan. (10) Excluding favorable non-recurring impacts of €36 million. (11) Crelan has a call option to purchase the Crelan NV and AXA Bank Belgium shares held by AXA. (12) Crelan NV is Crelan’s banking subsidiary.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 55 Executive summary of AXA’s situation in 2019
€90 million, which will be fully financed by the purchase by Completion of the transaction is subject to customary closing Crelan, for €90 million, of the contingent convertible bonds conditions, including the receipt of regulatory approvals, and previously issued by AXA Bank Belgium to AXA Group. is expected to be finalized in the second quarter of 2020.
Partnerships and innovation
AXA expands its Payer-to-Partner strategy and less carbon-intensive economy by 2050, in line with the in emerging markets through innovative objectives of the Paris Agreement. This announcement was made during the “AXA Climate Impact Day”, an event organized healthcare delivery systems by AXA in collaboration with the United Nations Principles for On July 17, 2019, AXA announced the expansion of its Payer- Sustainable Insurance (UN PSI). to-Partner strategy in emerging markets. AXA is creating a digital and physical health care ecosystem by launching its To succeed in this new phase, AXA will use all its levers as a own medical centers, linked directly to its health insurance global investor, insurer and cooperation enabler: services. By combining, in one offer, services that are normally delivered by different providers, AXA aims to simplify the As a global investor healthcare journey of its customers. AXA targets to contain the “warming potential” (13) of its AXA’s target is to open up to 50 medical clinics which would investments to below 1.5°C by 2050. As part of this objective, serve as many as 1.5 million clients across emerging markets by the Group will double its green investment objective to reach 2023, starting with Mexico in Latin America and Egypt in Africa, €24 billion by 2023. AXA will also invest in “transition bonds”, to be followed by other key emerging markets. an innovative asset class conceptualized by AXA Investment Managers to support companies shifting towards less These centers will provide access to advanced diagnostics, carbon‑intensive business models. This tool notably laboratory equipment and medical consultations in key complements Green Bonds which are designed to finance specialties, thereby bringing to its customers an affordable, projects that are already “green”. high-quality and seamless patient experience, in markets where access to economical and quality care still remains a challenge After full exit from coal companies with coal-based business for many individuals and families. model, AXA sets a new ambition towards a 0% coal energy world. AXA will therefore reinforce its divestment policy to In Mexico, AXA announced the launch of a joint venture with completely exit the coal industry by 2030 in the OECD and EU Keralty, to develop a vertically integrated health system countries, then in the rest of the world by 2040. In the shorter incorporating quality day-to-day healthcare delivery. Keralty term, existing investment thresholds will be strengthened, with is the leading health insurer and services provider in Colombia, a particularly stringent focus on companies developing new with significant presence in the United States and Brazil. coal capacities. Concurrently in Egypt, AXA will open diagnostic centers and primary care centers, owned 100% by AXA, with the support of World Health Management as its technical partner, with As a global insurer expertise in designing and setting up healthcare facilities. AXA will leverage its climate expertise and innovative These initiatives fully embody AXA’s strategy to provide technologies to provide new protection services to its healthcare solutions in emerging markets, where the existing customers and society. The Group, through AXA Climate, will health system often results in high non-reimbursable medical notably launch FastCat, a new parametric assistance service, care spending for the population. in December. It offers weather alerting solutions and 24/7 real‑time assessment through satellite imagery and drones, to support communities and corporations facing natural disasters AXA launches a new phase in its climate strategy such as floods, earthquakes, cyclones and wildfires. to accelerate its contribution to a low-carbon and more resilient economy AXA’s coal underwriting policy will also be strengthened. The Group will notably ban any insurance business (except On November 27, 2019, AXA announced the launch of a new Employee Benefits) with clients developing new coal projects phase in its climate strategy, which aims to accelerate its that exceed 300 MW in capacity, as well as further restrict contribution to the transition towards a more sustainable underwriting services with coal-related businesses.
(13) AXA tested the “investment temperature” concept in its 2019 Climate report as an institutional investor’s response to the Paris Agreement.
56 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Executive summary of AXA’s situation in 2019
As a cooperation enabler sharing its expertise on climate finance methodology tools, which are key to effectively finance the transition to a green Our conviction has always been that the fight against climate economy effectively. change requires cooperation between all stakeholders to drive collective action. AXA is also joining forces with the C40 network, a coalition of the biggest cities gathering 1 out of 12 inhabitants in the world, to This is why AXA has decided to join the recently launched “Net make metropolitan areas more resilient to natural catastrophes. Zero Asset Owner Alliance”, a coalition of institutional investors The first AXA-C40 resilient cities report was unveiled today, with committed to transitioning their investments to “net-zero” recommendations and use cases to drive multi-stakeholder greenhouse gas emissions by 2050 to align their portfolios with cooperation and mitigate the effects of natural catastrophes a 1.5°C scenario. AXA will notably contribute to this initiative by on urban networks.
Capital / Debt operations / Other
AXA Ratings Club players (14) and AXA’s strategic business segments, Health, Protection and Commercial lines insurance, and local market On April 5, 2019, Moody’s Investors Service affirmed the “Aa3” proofs illustrating the Group’s commitment to its customers. insurance financial strength rating of AXA’s principal insurance subsidiaries, changing the outlook from negative to stable. AXA announced the successful completion of a On July 24, 2019, S&P Global Ratings affirmed the long-term financial strength rating of AXA’s core operating subsidiaries secondary common stock offering of Equitable at “AA-” with a stable outlook. Holdings, Inc. (15) and related Share Buyback On March 25, 2019, AXA announced that it had successfully On December 10, 2019, Fitch Ratings affirmed the financial completed a secondary public offering of 40,000,000 shares (the strength rating of AXA’s core operating subsidiaries at “AA-”, “Offering”), at a public offering price of USD 20.50 per share, of changing the outlook from stable to positive. its U.S. subsidiary, Equitable Holdings, Inc. (“EQH”) and the sale to EQH of 30,000,000 shares (the “Share Buyback”) at the per AXA Group unveiled its new global brand share price paid by the underwriters in the Offering. In addition, the underwriters exercised in full the over-allotment option to positioning: “Know you can” purchase an additional 6,000,000 EQH shares. On February 1, 2019, AXA unveiled its new tagline, which will be rolled out across all its markets in the next year: “Know Net proceeds (16) amounted to USD 1.5 billion or €1.3 billion (17), you can”. This positioning symbolizes AXA’s new promise to its corresponding to the sale of 76,000,000 EQH shares in the customers, that of being the encouraging partner who helps Offering, the full exercise of the over-allotment option granted them feel more confident to achieve their goals and go further. to the underwriters, and the Share Buyback. Following this sale, This new promise plays an integral role in the deployment of AXA’s ownership in EQH decreased from 60.1% (18)(19) to 48.3% (19). AXA’s strategic ambition to transition from payer to partner to its customers. Following the successful completion of the Offering and the Share Buyback, the retained non-controlling minority stake The new tagline has been deployed with a global campaign in EQH was deconsolidated and subsequently accounted for featuring one of history’s greatest tennis champions Serena using the equity method. Williams. Embodying success and self-belief, this campaign symbolizes AXA’s values and ambition. The films with The Offering and the Share Buyback resulted in a negative Serena Williams has been at the heart of a comprehensive net income impact of €-0.6 billion. This impact reflected the communications campaign also featuring Liverpool Football difference between the Offering price and the consolidated
(14) AXA is the Global Insurance Partner of Liverpool Football Club. (15) Formerly known as AXA Equitable Holdings, Inc. (16) Net of underwriting discounts and commissions. (17) EUR 1 = USD 1.1297 as of March 22, 2019 (Source: Bloomberg). (18) EQH’s issued and outstanding common stock as of March 7, 2019, was comprised of 521,051,204 shares. (19) Including the shares to be delivered on redemption of the bonds mandatorily exchangeable into EQH shares, issued by AXA in May 2018.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 57 Executive summary of AXA’s situation in 2019
book value (20) of (i) the EQH shares sold in the transaction, and of EQH’s common stock. The completion of the Offering (ii) AXA’s remaining 48.3% (21) stake in EQH (i.e. the loss required has resulted in net proceeds (24) to AXA of approximately to be taken upon deconsolidation). USD 3.1 billion or approximately €2.9 billion (30), corresponding to a net price (24) of USD 21.80 per share. Subsequently, in The transaction contributed to the reduction of AXA’s Debt December 2019, 3 million shares of EQH’s common stock was Gearing (22) by 1.0 point (23). sold.
AXA announced the successful completion Shareplan 2019 of a secondary offering of Equitable Holdings, On December 2, 2019, AXA announced the results of the Inc. Common Stock AXA Group employee share offering (“Shareplan 2019”), a capital On June 7, 2019, AXA announced that it had successfully increase reserved to its employees worldwide, which had been completed a secondary public offering of a further launched on August 26, 2019. Approximately 26,000 employees 40,000,000 shares of EQH’s common stock. in 40 countries, representing nearly 24% of the eligible employees, subscribed to Shareplan 2019. Net proceeds (24) to AXA, corresponding to the sale of 40,000,000 EQH shares, amounted to USD 834 million or The aggregate proceeds from the offering amount to over €739 million (25)(26). Following this sale, AXA’s ownership in EQH €375 million, for a total of approximately 18 million newly-issued decreased from 48.3% (21)(27) to 40.1% (21)(27). In addition, AXA shares, subscribed at a price of €18.30 for the classic plan and granted the underwriters a 30-day option to purchase up to €21.73 for the leveraged plan. The new shares are created with an additional 6,000,000 EQH shares. full rights as of January 1, 2019.
On July 8, 2019, AXA announced that the underwriters in the Following Shareplan 2019, on December 31, 2019, AXA’s secondary offering of shares of common stock (the “Offering”) of employees held 4.28% of the share capital and 6.09% of the EQH, completed on June 7, 2019, had fully exercised their option voting rights. to purchase an additional 6,000,000 shares of EQH’s common stock from AXA, subject to the same terms and conditions as The total number of outstanding AXA shares amounted to the Offering. 2,417,695,123 on December 31, 2019.
Net proceeds (24) to AXA from the exercise of the underwriters’ option amounted to USD 125 million or €112 million (28), Share Repurchase Program corresponding to a net price (24) of USD 20.85 per share. In order to meet its obligation to deliver shares and Following the sale of these additional shares, AXA’s ownership to eliminate the dilutive effect of certain share-based in EQH decreased from 40.1% (21)(27) to 38.9% (21)(27). compensation schemes (31) or employee share offerings (32), as of December 31, 2019, AXA had bought back 26,420,747 shares. These shares will be delivered to the beneficiaries of share- AXA announced the successful completion based compensation schemes or cancelled, all in accordance of the sale of its remaining stake in Equitable with the share repurchase program (33). Holdings, Inc. (29) On November 13, 2019, AXA announced that it had successfully completed the secondary public offering of 144,000,000 shares
(20) Including the recycling of related currency translation adjustment, and other comprehensive income. (21) Including the shares to be delivered on redemption of the bonds mandatorily exchangeable into EQH shares, issued by AXA in May 2018. (22) Following the deconsolidation of EQH and its subsequent accounting under the equity method, the Mandatory Exchangeable Bonds (“MEB”) issued by AXA in May 2018 were excluded from the Debt Gearing. Debt Gearing is an alternative performance measure and is defined in the Glossary set forth in Appendix V of the 2019 Annual Report. (23) This reflects the effect of the deconsolidation of EQH but does not reflect the intended use of the proceeds to reduce of AXA’s Debt Gearing towards the targeted range of 25%-28% by 2020. (24) Net of underwriting discounts and commissions. (25) EUR 1 = USD 1.1293 as of June 6, 2019 (Source: Bloomberg). (26) Not including the proceeds from the exercise of the 30-day over-allotment option granted to the underwriters to purchase 6,000,000 EQH shares. (27) EQH’s issued and outstanding common stock as of May 9, 2019, comprised 491,138,042 shares. (28) EUR 1 = USD 1.1219 as of July 5, 2019 (Source: Bloomberg). (29) Excluding the 44,162,500 shares of common stock of EQH, primarily related to the EQH shares to be delivered on redemption of the AXA S.A. bonds mandatorily exchangeable into EQH shares, maturing in May 2021. (30) EUR 1 = USD 1.1011 as of November 12, 2019 (Source: Bloomberg). (31) Stock-options plans and performance shares plans. (32) Employee share offering “Shareplan 2019”. (33) AXA share repurchase program was authorized by the Shareholders’ Meeting of April 24, 2019.
58 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Executive summary of AXA’s situation in 2019
Events subsequent to December 31, 2019
AXA to sell its operations in Central and Eastern The spread of COVID-19 has resulted globally in governmental Europe (34) for €1.0 billion authorities imposing quarantines and travel restrictions of varying scope; has led to significant disruptions in the global On February 7, 2020, AXA announced that it has entered into an travel and hospitality industries, and in global trade and supply agreement with UNIQA Insurance Group AG (“UNIQA”) to sell its chains more broadly; has resulted in decreased economic operations in Poland, Czech Republic and Slovakia. activity and lowered estimates for future economic growth; has created severe strains on local, national and supra‑national Under the terms of the agreement, AXA would sell 100% of its medical and healthcare systems and institutions; and has Life & Savings, Property & Casualty and Pension businesses in caused global financial markets to experience significant Central and Eastern Europe for a total cash consideration of volatility and the worst downturn since the 2008 financial crisis. €1,002 million, representing an implied 12.4x 2019 P/E multiple (35). AXA and each of its regulated entities has or is in the process The completion of the transaction is expected to result in a of establishing plans to address how it will manage the effects positive impact on AXA Group’s Solvency II ratio of ca. 2 points. of the outbreak, and assess disruptions and other risks to No significant net income impact is expected. its operations. These include the protection of employees, sustaining our services to clients and other stakeholders and Completion of the transaction is subject to customary closing ensuring effective processes are in place to communicate and conditions, including the receipt of regulatory approvals, and execute such plans. is expected to be finalized during the fourth quarter of 2020. Although no material claims have been reported at this stage, AXA is closely monitoring the Group’s exposure, including COVID-19 outbreak (i) the operational impact on its business, (ii) the consequences Since December 2019, a significant number of cases of of a deterioration in macroeconomic conditions, or of a pneumonia associated with the Coronavirus, now called slowdown in the flow of people, goods and services, especially COVID-19 by the World Health Organization (“WHO”), has on new business volumes, (iii) the extent of insurance coverage been reported worldwide. Initially reported in the province of impacted, including Life, Health, Protection and Property & Hubei in the People’s Republic of China, it has spread across Casualty insurance and reinsurance cover (following, for other countries, resulting in reported infections and deaths in example, increased business interruptions, travel and event numerous countries, including South Korea, Iran, Italy, France, cancellations and higher medical costs), and (iv) change in the United Kingdom and the United States, and new cases and asset prices and financial conditions (including interest rates). fatalities are reported daily. Furthermore, it is currently not possible to know or to predict the extent to which the current Information in this section should be read in conjunction levels of reported cases reflect the actual transmission of the with the paragraph “Pricing and Underwriting-related risks” virus within populations, and accordingly the scale of the in Section 4.1 “Risk Factors” of the 2019 Annual Report. pandemic may be significantly larger than is presently recorded.
(34) Includes AXA Ubezpieczenia Towarzystwo Ubezpieczeń i Reasekuracji S.A. (P&C business), AXA Życie Towarzystwo Ubezpieczeń S.A. (L&S business) and AXA Powszechne Towarzystwo Emerytalne S.A. (Pension business) in Poland, and AXA pojišťovna a.s. (P&C business), AXA životni pojišťovna a.s (L&S business) and AXA penzijni společnost a.s. (Pension business) in Czech Republic, together with their subsidiaries and branches in Slovakia. AXA XL’s and AXA Partners’ operations in the three countries are not within the scope of this transaction. (35) Price / 2019 IFRS Net income (including the 2019 IFRS Net income of Czech Republic and Slovakia P&C operations which are not consolidated in AXA Group’s financial statements).
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 59 Executive summary of AXA’s situation in 2019
Underlying Earnings, Adjusted Earnings and Net Income Group share
(In Euro million)
2019 2018 restated (a) France 1,715 1,573
Europe 2,544 2,496
Asia 1,204 1,102
AXA XL 507 (233)
United States 444 1,125
International 466 400
Transversal & Central Holdings (429) (282)
UNDERLYING EARNINGS GROUP SHARE 6,451 6,182 Net capital gains or losses attributable to shareholders net of income tax 393 307
ADJUSTED EARNINGS GROUP SHARE 6,844 6,489 Profit or loss on financial assets (under fair value option) & derivatives (791) (463)
Exceptional operations (including discontinued operations) (1,634) (451)
Goodwill and other related intangibles impacts (114) (3,102)
Integration and restructuring costs (449) (332)
NET INCOME GROUP SHARE 3,857 2,140
(a) Reclassification of German and Japanese activities of AXA Life Europe (previously reported as part of Germany and Japan respectively) into AXA Life Europe (included in Transversal & Central Holdings).
60 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Executive summary of AXA’s situation in 2019
Commentary on Group Earnings
Underlying earnings
Underlying earnings amounted to €6,451 million, up primarily from Property & Casualty (€+202 million) driven by €269 million (+4%) versus 2018 on a reported basis. On a Turkey (€+62 million) and Morocco (€+48 million) mainly due constant exchange rate basis, underlying earnings increased to a positive impact from prior year reserve developments, by €123 million (+2%), broken down as follows: Colombia (€+38 million) due to volume effects and Brazil • €+720 million at AXA XL as 2018 underlying earnings (€+28 million) due to a more favorable claims experience, (€-233 million) corresponding only to the fourth quarter of as well as from Health (€+34 million) driven by Mexico 2018 activity compared to a contribution of €507 million for (€+17 million) due to volume effects, and (iii) France 12 months of operations in 2019; (€+67 million) mainly from Property & Casualty (€+90 million) due to higher favorable prior year reserve developments • €-703 million at Equitable Holdings, Inc. mainly corresponding and lower attritional losses mostly from lower frequency to the progressive dilution of AXA’s ownership following the in Personal lines; subsequent Secondary Offerings; • higher expenses (€-671 million or +5%) primarily • €+106 million increase (+2%) to €5,500 million for the in (i) Europe (€-249 million) mainly from Germany remainder of the Group. (€-150 million) due to the full consolidation of a newly acquired Legal Protection company (Roland Rechtsschutz) starting from October 1, 2018, and higher commissions linked Underlying earnings excluding AXA XL to volume growth in Life & Savings, the United Kingdom & and the United States Ireland (€-54 million) mainly due to investments in claims Underlying earnings before tax from insurance activities processes and Italy (€-49 million) in line with volume growth increased by €273 million (+4%) on a constant exchange rate in Life & Savings, (ii) France (€-241 million) in line with volume basis to €7,702 million: growth in Life & Savings, (iii) International (€-89 million) in line with volume growth in Colombia (€-30 million), Turkey • (€-18 million or 0%) driven by lower investment margin (€-28 million) and Mexico (€-25 million), and (iv) Transversal (i) Europe (€-95 million) due to lower distribution from & Central Holdings (€-35 million) mainly at AXA Assistance investment funds combined with lower reinvestment (€-44 million) driven by higher commissions from a change yields as well as a decrease in the asset base in Switzerland in business mix towards large partnerships, notably in Home; following the transformation of the in-force Group Life business model to a semi-autonomous model, partly offset • higher VBI amortization (€-31 million or +57%) driven by (ii) France (€+78 million) from lower profit-sharing; by Europe (€-35 million) mainly from lower interest rates assumptions in Switzerland (€-27 million) and Germany • (€+260 million or +5%) driven by higher fees & revenues (€-11 million). (i) France (€+152 million) mainly from higher loadings on premiums in Protection, Europe (€+71 million) driven by (ii) Underlying earnings before tax from other activities higher loadings on premium in Germany (€+15 million) and decreased by €200 million on a constant exchange rate basis to Italy (€+15 million), and higher Unit-Linked management fees €-727 million mainly driven by (i) Transversal & Central Holdings (€+28 million) reflecting the growth of the portfolio in Italy, (€-149 million or -22%) mainly at AXA SA (€-144 million) due to Asia Japan and (iii) (€+43 million) mainly in (€+20 million) due temporary higher financial charges, notably in the context of to in-force growth in Protection with Unit-Linked; the acquisition of XL Group, and the change in the accounting • higher net technical margin (€+734 million or +6%) mainly methodology of the mandatory exchangeable bonds triggered driven by (i) Europe (€+417 million) from Property & Casualty by the deconsolidation of Equitable Holdings, Inc., and (€+436 million) due to an improved current year loss ratio (ii) Europe (€-60 million) mainly in Germany Holding due to the (-0.5 point) driven by lower attritional losses (-0.7 point) in non-repeat of an exceptional distribution from an investment Switzerland, Germany, the United Kingdom & Ireland and fund and higher pensions costs. Italy, despite higher Nat Cat charges (+0.4 point) mainly in Italy and Switzerland, combined with more favorable prior Income tax expenses decreased by €62 million (-4%) on a year reserve developments (-0.9 point) mainly in Switzerland constant exchange rate basis to €-1,623 million mainly from and the United Kingdom & Ireland, partly offset by Life & (i) France (€+95 million) mainly driven by the non-repeat of Savings (€-42 million) mainly in Switzerland (€-43 million) in negative tax one-offs in 2018, and (ii) AXA SA (€+37 million) Group Life business due to the non-repeat of a particularly from lower pre-tax underlying earnings, partly offset by low profit sharing in 2018, (ii) International (€+227 million) (iii) the non‑repeat of favorable tax one-offs in 2018 in Asia
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 61 Executive summary of AXA’s situation in 2019
and International, combined with (iv) higher pre-tax underlying Income tax expenses were €-125 million reflecting positive earnings in International. pre-tax underlying earnings.
Income from affiliates & associates decreased by €6 million (-2%) on a constant exchange rate basis to €323 million mainly Combined ratios driven by France (€-9 million) due to the disposal of Natio in The Property & Casualty Combined Ratio improved by 0.6 point 2018. to 96.4%. On a constant exchange rate basis and excluding the contribution of AXA XL, the Property & Casualty Combined Minority interests increased by €24 million (+16%) on a Ratio improved by 1.1 points to 93.5% driven by more favorable constant exchange rate basis to €-176 million driven by prior year reserve developments (-0.7 point) and an improved International (€-13 million) from Colombia and the Gulf Region, (i) current year loss ratio (-0.5 point) mainly from lower attritional as well as Europe (€-12 million) mainly from Italy (€-10 million) (ii) losses (-0.6 point) as well as lower large losses (-0.1 point). as a result of the increase of AXA MPS underlying earnings. AXA XL Property & Casualty Combined Ratio stood at 101.5% due to current year catastrophe losses, higher levels AXA XL Underlying earnings of individual large non-catastrophe losses, and higher current Underlying earnings before tax from insurance and year loss ratio primarily in long-tail lines of business. reinsurance activities were €725 million, mainly driven by a strong net investment income and the emergence of The Health Combined Ratio improved by 0.3 point to expense synergies related to the integration within AXA. This 94.1%. On a constant exchange rate basis and excluding was partly offset by current year catastrophe losses in excess the contribution of AXA XL and the United States, the Health of the normalized level in 2H19 (€-0.4 billion), notably from Combined Ratio increased by 0.1 point mainly driven by France, Typhoons Hagibis (€-0.2 billion) and Faxai (€-0.1 billion) in and the United Kingdom. Japan and Hurricane Dorian (€-0.1 billion) in the Bahamas and in the United States, as well as elevated levels of large non- The Protection Combined Ratio improved by 2.3 points to catastrophe losses and a higher current year loss ratio primarily 93.2%. On a constant exchange rate basis and excluding the in long-tail lines of business reflecting an update in assumptions contribution of the United States, the Protection Combined related to claims inflation. Ratio improved by 0.7 point mainly from Switzerland (-3.3 points) driven by the transformation of the in-force Group Underlying earnings before tax from other activities were Life business to a semi-autonomous model. €-91 million mainly driven by interest expenses on financing debt.
Adjusted earnings to Net income
Net realized capital gains and losses attributable to an exceptional transaction in Belgium, fixed income assets shareholders amounted to €393 million. On a constant (€+71 million to €79 million), and alternative investments exchange rate basis, net realized capital gains and losses (€+46 million to €90 million); attributable to shareholders increased by €83 million due to: • €-36 million unfavorable change in intrinsic value to • €+217 million lower impairments to €-227 million mainly €-131 million related to equity hedging derivatives due to the driven by equity securities (€+167 million to €-98 million) from strong equity market performance in 2019 combined with the the strong equity market performance in 2019 versus the late non-repeat of late 2018 equity market turmoil. 2018 turmoil, as well as alternative investments (€+61 million to €-53 million) and fixed income assets (€+26 million to As a result, adjusted earnings amounted to €6,844 million, up €-7 million), partly offset by real estate (€-37 million to €355 million (+5%). On a constant exchange rate basis, adjusted €-69 million); earnings increased by €206 million (+3%).
• €-99 million lower net realized capital gains to Net income amounted to €3,857 million, up €1,716 million €752 million mainly driven by equity securities (+80%). On a constant exchange rate basis, net income (€-390 million to €233 million) mainly from Germany increased by €1,610 million (+75%) due to: (€-130 million) due to the non-repeat of the impact of the derisking strategy from the US market in 2018, partly offset • higher adjusted earnings (€+206 million); by real estate (€+174 million to €350 million) mainly from
62 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Executive summary of AXA’s situation in 2019
• lower impact of goodwill and other related • an unfavorable change in the fair value of derivatives intangibles up €2,992 million to €-114 million mainly net of foreign exchange impacts, down €816 million to from the non-repeat of the United States goodwill €-960 million driven by: impairment of Equitable Holdings, Inc. in 2018 – the change in the fair value of equity, interest rates and (€-3,006 million); credit derivatives not eligible for hedge accounting under IAS 39, down €615 million to €-754 million, mainly driven • a positive change in the fair value of assets accounted by equity hedging derivatives (€-525 million) in a context for under fair value option, up €492 million to €169 million, of strong equity market recovery during the year and the driven by the decrease in interest rates and the strong impact of the decrease in interest rates on swaps hedging recovery of the equity market in 2019, combined with lower the financial debt at AXA SA (€-129 million), distribution from funds; – the change in the fair value of foreign exchange derivatives partly offset by: not eligible for hedge accounting under IAS 39 net of foreign exchange rate movements on assets and liabilities • higher impact from exceptional and discontinued denominated in foreign currencies, down €201 million operations (€-1,162 million) to €-1,634 million mainly due to to €-206 million, driven by the appreciation of main (i) the expected loss on the upcoming disposals of AXA Bank currencies against Euro; Belgium (€-590 million) and AXA Life Europe (€-89 million), the • higher integration and restructuring costs (€-103 million) negative impact linked to the deconsolidation of Equitable to €-449 million mainly due to XL Group integration costs Holdings, Inc. (€-590 million), combined with the impairment (€-227 million), partly offset by the decrease of the costs of of the participation in non-consolidated subsidiaries voluntary leave and pre-retirement plans in AXA Investment (€-245 million), partly offset by (ii) the non-repeat of the Managers (€+36 million), Belgium (€+30 million), Italy transformation of the in-force Group Life business model to (€+20 million), Spain (€+20 million), and the non-repeat of a semi-autonomous model in Switzerland (€+421 million); restructuring costs in the context of the IPO of Equitable Holdings, Inc. completed in May 2018 in the United States (€+23 million).
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64 2020 Notice of Meeting – AXA’s Shareholders’ Meeting How to participate in the Shareholders’ Meeting?
AXA’s Shareholders’ Meeting Tuesday June 30, 2020 at 9:30 am Paris time at AXA’s registered office, 25 avenue Matignon, Paris 8e, France
Warning The international and national situation linked to the Coronavirus outbreak (COVID-19) has led the Company to review the customary organization of the Shareholders’ Meeting to ensure the proper security level for this event. AXA’s Shareholders’ Meeting will exceptionally be held without its shareholders (or any authorized person) being physically present. It is strongly recommended to vote by Internet on the secured website VOTACCESS. Every effort will be made to facilitate your remote participation. AXA’s Shareholders’ Meeting will be fully broadcasted live and in replay on the Company’s website (www.axa.com). For further information, shareholders are invited to regularly consult the page dedicated to the 2020 Shareholders’ Meeting on the Company’s website (www.axa.com, under the heading Investors / Individual Shareholders / Shareholders’ Meetings).
Conditions for participation in the Shareholders’ Meeting
All shareholders are entitled to participate in the Meeting, 2) send BNP Paribas Securities Services the enclosed paper regardless of the number of shares they own. voting form without appointing a representative; the vote If the shareholders cannot personally participate the Meeting, will then be counted in favor of the resolutions approved by they may select one of the following three options: the Board of Directors; 1) give a proxy, in accordance with the provisions of Article 3) vote either electronically using the Internet or by mailing L.225-106 of the French Commercial Code, to another the enclosed paper voting form, under the conditions shareholder participating the Shareholders’ Meeting, to their described below. spouse, to the partner with whom they have entered into a The shareholders may not in any case send in both a proxy form civil solidarity pact (pacte civil de solidarité) or to any other and a paper voting form. individual or legal entity of their choice;
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 65 How to participate in the Shareholders’ Meeting?
Formalities prior to the Shareholders’ Meeting
Pursuant to Article R.225-85 of the French Commercial Code, (the “custodian”), on the second business day preceding the only the shareholders who can prove their status by registration Meeting at 0:00 am (Paris time), i.e. on Friday June 26, 2020 of their shares, in their name or the name of the intermediary at 0:00 am, Paris time, France, shall vote by mail or via the acting on their behalf in accordance with the seventh Internet or to be represented. paragraph of Article L.228-1 of the French Commercial Code
AXA encourages to directly give your instructions electronically, using the Internet, prior to the Shareholders’ Meeting. With this additional voting method, shareholders will be able to benefit from all the options available on the paper voting form via a secured website i.e. (i) vote by mail or (ii) give a proxy to the Chairman, their spouse, the partner with whom they have entered into a civil solidarity pact (pacte civil de solidarité) or to any other individual or legal entity of their choice. Access to the secured website is protected by an ID number and a password. All data transfers are encoded in order to protect your voting privacy. If you wish to choose this procedure to send your instructions, please follow the instructions detailed below under the section entitled “Via the Internet” (page 70). Otherwise, please refer to the section entitled “With the paper voting form” (page 68).
Notice, prior to the Meeting, of participations linked to temporary ownership of shares (securities lending). In accordance with Article L.225-126 I of the French Commercial Code, if the number of shares temporarily owned by them represents more than 0.5% of the voting rights, temporary shareholders are required to report the number of shares they temporarily own to the Autorité des marchés financiers (AMF), and to the Company, at the latest on the second business day before the date of the Meeting, i.e. on Friday June 26, 2020 at 0:00 am, Paris time, France. This statement must be sent to the AMF at the following dedicated e-mail address: [email protected]
66 2020 Notice of Meeting – AXA’s Shareholders’ Meeting How to participate in the Shareholders’ Meeting?
How to obtain the documents?
The documents referred to in Article R.225-83 of the French Employee shareholders Relations: Commercial Code are available upon written request sent to For information regarding the Meeting: BNP Paribas Securities Services – C.T.O. Assemblées – 9 rue du Débarcadère – Les Grands Moulins de Pantin – 93761 Pantin Cedex - France.
A request form for printed materials and information is +33 (0)1 40 14 80 00 (calls from abroad) included at the end of this Notice of Meeting (page 73). To contact the services by e-mail, please use the online contact The AXA 2019 Universal Registration Document is available on form on the Planetshares website the AXA website (www.axa.com), under the heading Investors / (https://planetshares.bnpparibas.com). Individual Shareholders / Shareholders’ Meetings.
For additional information, please contact: * * * Retail Shareholders Relations (AXA):
The Shareholders’ Meeting will be fully broadcasted live and in +33 (0)1 40 75 48 43 (calls from abroad) replay on the AXA website: www.axa.com E-mail: [email protected]
Retail Shareholders Relations (BNP Paribas Securities Services):
+33 (0)1 40 14 80 00 (calls from abroad) Fax: +33 (0)1 40 14 58 90 To contact the services by e-mail, please use the online contact form on the Planetshares website (https://planetshares.bnpparibas.com).
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 67 How to participate in the Shareholders’ Meeting?
With the paper voting form
If you wish to vote by mail or to be represented at the Shareholders’ Meeting Choose one of the following three options:
1. Vote by mail 3. Give your proxy to another shareholder, your spouse • Complete the voting form following the instructions of the or the partner with whom you have entered into a civil “I vote by post” box. solidarity pact (pacte civil de solidarité) or any other individual or legal entity of your choice • Return the voting form duly dated and signed to the address indicated below. • Specify the name and address of the person you wish to appoint as your representative to attend the Meeting and 2. Give your proxy to the Chairman of the Shareholders’ vote on your behalf in the “I hereby appoint” box. Meeting • Return the voting form duly dated and signed to the address The Chairman will then cast a vote in favor of the resolutions indicated below. approved by the Board of Directors and will cast a vote against For holders of registered shares or mutual fund units (FCPE): the resolutions which were not approved by the Board. • Complete the voting form following the instructions of the You must return the voting form, duly completed and signed, “I hereby give my proxy to the Chairman of the Shareholders’ in the enclosed postage-paid envelope or by regular mail, to Meeting” box. the centralizing institution mandated by AXA: • Return the voting form duly dated and signed to the address BNP Paribas Securities Services indicated below. C.T.O. Assemblées 9 rue du Débarcadère Les Grands Moulins de Pantin 93761 Pantin Cedex - France
For holders of bearer shares: You must return the voting form as soon as possible to your custodian (bank, brokerage firm, online broker...). Your custodian shall then send your voting form together with the certificate of attendance to the above-mentioned address.
In accordance with Article 7 of Decree no. 2020‑418 of April 10, 2020 and derogating from Article R.225‑85 III of the French Commercial Code, it is specified that a shareholder who has already voted by mail or via the Internet may choose another way to participate in the Meeting, provided that his/her instructions to this effect reach the BNP Paribas Securities Services in time for these new instructions to be taken into account.
Please note that requests for voting forms or proxy forms should not be sent directly to AXA.
68 2020 Notice of Meeting – AXA’s Shareholders’ Meeting How to participate in the Shareholders’ Meeting?
How to complete the voting form?
This option is not You will not attend the Your shares are bearer shares: applicable in the situation Shareholders’ Meeting: You must return the voting form of a closed session: Select one of the three to your custodian. Tick here. options.
SAMPLE
Whatever Verify your first option you and last name, choose, date your address. The and sign here. changes have to be notified to the relevant institution.
You wish to vote by You wish to give your You wish to give your proxy to a mail-in vote: proxy to the Chairman specific representative who will be Tick here and follow of the Meeting: present at the Shareholders’ Meeting: the instructions. Tick here. Tick here and write the name and address of this representative.
Pursuant to applicable regulations, the shareholders may obtain the voting form by sending a letter to BNP Paribas Securities Services – C.T.O. Assemblées – 9 rue du Débarcadère – Les Grands Moulins de Pantin – 93761 Pantin Cedex – France. In order to be valid, these requests must be received at the above address no later than six days prior to the Meeting, i.e. no later than Wednesday June 24, 2020.
In order to be valid, the form, duly filled out and signed, must be received by BNP Paribas Securities Services, in the enclosed postage-paid envelope, no later than Saturday June 27, 2020.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 69 How to participate in the Shareholders’ Meeting?
Via the Internet
HOW TO LOG ON TO THE VOTACCESS WEBSITE DEDICATED TO THE SHAREHOLDERS’ MEETING?
MY SHARES ARE REGISTERED SHARES
1) My shares are pure registered shares 3) My shares have been acquired through In order to access the secured voting website dedicated to the the exercise of stock options or free allotments Shareholders’ Meeting, you should log on to the Planetshares of shares and are held by Société Générale website at the following address: Securities Services https://planetshares.bnpparibas.com using your ID number and the password you already use to consult your registered In order to access the secured voting website dedicated account on the Planetshares website. to the Shareholders’ Meeting, you should log on the Planetshares website at the following address: Then, follow the instructions displayed on the screen in order to https://planetshares.bnpparibas.com access the VOTACCESS website dedicated to the Shareholders’ Meeting. 1 - Enter the following login: 04499, then your access code (ID number on the upper right-hand side of the voting form enclosed in this Notice of Meeting) and your password. 2) My shares are administered registered shares 2 - In order to generate your connection password, you will be In order to access the secured voting website dedicated to the asked to fill in an identification number corresponding to the Shareholders’ Meeting, you should log on to the Planetshares last 8 digits of the Société Générale identification number website at the following address: composed of 16 digits, on the upper left-hand side of your https://planetshares.bnpparibas.com using the ID number Société Générale statements as well as your e-mail address on the upper right-hand side on the voting form enclosed in in order to receive your password, this Notice of Meeting. 3 - You will be then redirected to VOTACCESS. Then, follow the Log on with this ID number and obtain your password by letter instructions displayed on the screen. or e-mail (if you have communicated your e-mail address).
Then, follow the instructions displayed on the screen in order to access the VOTACCESS website dedicated to the Shareholders’ Meeting.
70 2020 Notice of Meeting – AXA’s Shareholders’ Meeting How to participate in the Shareholders’ Meeting?
Via the Internet
HOW TO LOG ON TO THE VOTACCESS WEBSITE DEDICATED TO THE SHAREHOLDERS’ MEETING?
MY SHARES ARE BEARER SHARES I AM A CURRENT OR FORMER AXA GROUP EMPLOYEE Shareholders holding bearer shares who wish to give their HOLDING UNITS IN A MUTUAL FUND (FCPE) instructions via the Internet, prior to the Meeting, shall contact In order to access the secured voting website dedicated to the their custodian in order to confirm whether their custodian is Shareholders’ Meeting, you should log on the Planetshares connected to the secured voting VOTACCESS website dedicated website at the following address: to the Shareholders’ Meeting and whether this access is subject https://planetshares.bnpparibas.com to specific conditions. 1 - Enter the following login: 04499, then your access code Only shareholders holding bearer shares with a custodian that is (ID number on the upper right-hand side of the voting form connected to the secured voting VOTACCESS website dedicated enclosed in this Notice of Meeting) and your password. to the Shareholders’ Meeting may request online an admission card, vote or give a proxy. 2 - In order to generate your connection password, you will be asked to fill in an identification number corresponding to the If the shareholder’s custodian is connected to the VOTACCESS Internet AXA Epargne Entreprise (cape@si) account number website dedicated to the Shareholders’ Meeting, the composed of 8 digits on the upper left-hand side of your shareholder will identify himself/herself via the custodian AXA Epargne Entreprise statements as well as your e-mail website with his/her usual ID number and password and then address in order to receive your password, click on the symbol which appears on the line corresponding to his/her AXA shares. The shareholder will then follow the 3 - You will be then redirected to VOTACCESS. Then, follow the on-screen instructions displayed on the screen in order to instructions displayed on the screen. access the VOTACCESS website dedicated to the Shareholders’ Meeting.
* * *
The secured website VOTACCESS dedicated to the vote prior to the Shareholders’ Meeting will be opened as of Monday June 8, 2020 as from 12 pm Paris time, France.
If you own AXA shares through several forms of ownership described herein (registered, bearer shares or FCPE units), you will have to vote several times in order to cast all the voting rights attached to your AXA shares. The possibility to vote via the Internet will end the day before the Meeting, i.e. on Monday June 29, 2020, at 3:00 pm, Paris time, France. However, we recommend that you do not wait until this date to vote.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 71 72 2020 Notice of Meeting – AXA’s Shareholders’ Meeting Request for printed materials and information pursuant to Article R.225‑83 of the French Commercial Code
Send to: BNP Paribas Securities Services Shareholders’ Meeting of June 30, 2020 C.T.O. Assemblées 9 rue du Débarcadère Les Grands Moulins de Pantin I, the undersigned, 93761 Pantin Cedex France Mrs Mr.
Name (or company name): ______
First name: ______
Full postal address: ______
No: ______Street: ______
Zip code City: ______Country: ______
Owner of ______AXA registered shares (account number: ______)
(1) and/or of ______AXA bearer shares held by ______
______(Please attach a certificate of registration of the shares in the securities accounts of your custodian) hereby acknowledge having received the documents relating to the Shareholders’ Meeting (Ordinary and Extraordinary) mentioned above and as set forth in Article R.225-81 of the French Commercial Code, and hereby request to receive at the above address the printed materials or information related to the AXA Shareholders’ Meeting (Ordinary and Extraordinary) of Tuesday June 30, 2020, pursuant to Article R.225-83 of the French Commercial Code.
These documents and information are available on the AXA website (www.axa.com), in particular under the heading Investors / Individual Shareholders / Shareholders’ Meetings.
In ______Date ______2020
Signature
Nota Bene: Pursuant to the provisions of the third paragraph of Article R.225-88 of the French Commercial Code, registered shareholders may, if such request has not already been made, ask the Company, through a single request, that the materials and information set forth in Articles R.225-81 and R.225-83 of the French Commercial Code be sent to them for all subsequent Shareholders’ Meetings.
(1) Holders of bearer shares are required to specify the name and address of their custodian.
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 73
Notes
2020 Notice of Meeting – AXA’s Shareholders’ Meeting 75 Notes
76 2020 Notice of Meeting – AXA’s Shareholders’ Meeting This document was printed in France by a certified Imprim’Vert printer on recycled, chlorine- free, , PEFC-certified, pulp-based paper from environmentally, economically and socially sustainably-managed forests.
Conception & Creation : + 33 (0)1 40 55 16 66 www.axa.com Société Anonyme (a public company under French law) Registered share capital: €5,536,521,831.67 Registered office: 25 avenue Matignon - 75008 Paris - France Paris Trade and Company Register: 572 093 920