9 Universal Registration Document 2019 ANNUAL FINANCIAL REPORT CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT 1 Chairman’s Message 4 Chief Executive Off icer’s Message 5 THE AXA GROUP 13 1.1 Key figures 14 1 1.2 History 19 1.3 Business overview 21 CONTENTS ACTIVITY REPORT AND CAPITAL MANAGEMENT 29 2.1 Market Environment 30 2 2.2 Operating Highlights 35 2.3 Activity report 40 2.4 Liquidity and capital resources 82 2.5 Events subsequent to December 31, 2019 89 2.6 Outlook 90 CORPORATE GOVERNANCE 91 3.1 Corporate governance structure 92 3 3.2 Executive compensation and share ownership 120 3.3 Corporate Governance Code of Reference 152 3.4 Related-party transactions 153 RISK FACTORS AND RISK MANAGEMENT 157 4.1 Risk factors 158 4 4.2 Internal Control and Risk Management 176 4.3 Market risks 190 4.4 Credit risk 197 4.5 Liquidity risk 201 4.6 Insurance risks 202 4.7 Operational risk 206 4.8 Other material risks 207 CONSOLIDATED FINANCIAL STATEMENTS 209 5.1 Consolidated statement of financial position 210 5 5.2 Consolidated statement of income 212 5.3 Consolidated statement of comprehensive income 213 5.4 Consolidated statement of changes in equity 214 5.5 Consolidated statement of cash flows 218 5.6 Notes to the Consolidated Financial Statements 220 5.7 Report of the Statutory Auditors on the consolidated financial statements 366 SHARES, SHARE CAPITAL AND GENERAL INFORMATION 373 6.1 AXA shares 374 6 6.2 Share capital 375 6.3 General Information 380 CORPORATE RESPONSIBILITY 393 7.1 Introduction 394 7 7.2 Social information 401 7.3 Climate change and biodiversity 411 7.4 Inclusive insurer 421 7.5 Business behaviour 426 7.6 Vigilance plan 433 APPENDICES 439 Appendix I Management’s annual evaluation of internal control over financial reporting 440 Appendix II Statement of the person responsible for the Universal Registration Document 443 A Appendix III AXA parent company financial statements 444 Appendix IV Group Embedded Value and Solvency II Own Funds 470 Appendix V Glossary 471 Appendix VI Board of Directors’ report – Cross-reference table 476 Appendix VII Corporate governance report – Cross-reference table 477 Appendix VIII Commission delegated regulation (EU) 2019/980 of March 14, 2019 – Cross-reference table 478 Appendix IX Annual Financial Report – Cross-reference table 482 UNIVERSAL REGISTRATION DOCUMENT ANNUAL REPORT 2019 This Universal Registration Document has been filed on March 19, 2020 with the Autorité des Marchés Financiers (the “AMF”) as the competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of Regulation (EU) 2017/1129. This Universal Registration Document may be used for the purposes of an off er to the public of securities or admission of securities to trading on a regulated market if approved by the AMF together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129. This Universal Registration Document (which we also refer to as our “Annual Report”) includes (i) all the components of the Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) as well as in Article 222-3 of the AMF General Regulation (Règlement Général de l’AMF) (please refer to the cross-reference table on page 482 of this Universal Registration Document which indicates the relevant sections of this Universal Registration Document corresponding to the items referred to in Article 222-3 of the AMF General Regulation), (ii) all disclosure matters required to be included in the Board of Directors’ Report to AXA’s Shareholders’ Meeting to be held on April 30, 2020, established pursuant to Articles L.225-100 et seq. of the French Commercial Code (Code de commerce) (the relevant sections of this Universal Registration Document corresponding to such required disclosures have been approved by AXA’s Board of Directors and are referred to in the cross-reference table on page 476 of this Universal Registration Document), and (iii) all the elements required to be included in the corporate governance report established pursuant to Articles L.225-37 et seq. of the French Commercial Code (Code de commerce) (the relevant sections of this Universal Registration Document corresponding to such required disclosures have been approved by AXA’s Board of Directors and are referred to in the cross reference table on page 477 of this Universal Registration Document). The cross-reference table on page 478 of this Universal Registration Document indicates the items of Annexes 1 and 2 of Delegated Regulation (EU) 2019/980 to which the information contained herein corresponds. CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT In this Annual Report, unless provided otherwise, (i) the published in Euro (“Euro”, “euro”, “EUR” or “€”). Unless otherwise “Company”, “AXA” and “AXA SA” refer to AXA, a société anonyme stated, all amounts in this Annual Report are (i) expressed in Euro, (a public limited company) organized under the laws of France, with applicable foreign exchange rates presented on page 31 of which is the publicly traded parent company of the AXA Group, this Annual Report, and (ii) presented in millions for convenience. and (ii) the “AXA Group”, the “Group” and “we” refer to AXA SA Such amounts may have been rounded. Rounding diff erences together with its direct and indirect consolidated subsidiaries. may exist, including for percentages. The Company’s ordinary shares are referred to in this Annual Where reference is made to a website in this Universal Report as “shares”, “ordinary shares”, “AXA shares” or “AXA Registration Document, the contents of such website do not form ordinary shares”. The principal trading market for AXA’s ordinary part of this Universal Registration Document. No information, shares is the regulated market Euronext in Paris (Compartment A), document or material from the website of the Company which we refer to in this Annual Report as “Euronext Paris”. (www.axa.com) or any other source shall form part of this The Group’s consolidated financial statements and related notes Universal Registration Document, unless such information, are prepared in accordance with International Financial Reporting document or material is expressly incorporated by reference Standards (IFRS) (the “Consolidated Financial Statements”) and into this Universal Registration Document. I UNIVERSAL REGISTRATION DOCUMENT - ANNUAL REPORT 2019 - AXA I 1 This page was intentionally left blank. 2 I UNIVERSAL REGISTRATION DOCUMENT - ANNUAL REPORT 2019 - AXA I Cautionary statement regarding forward-looking statements and the use of non-gaap fi nancial measures This Annual Report may include statements with respect to In addition to the Consolidated Financial Statements, this future events, trends, plans, expectations or objectives and Annual Report refers to certain non-GAAP financial measures, other forward-looking statements relating to the Group’s future or alternative performance measures, used by Management in business, financial condition, results of operations, performance, analyzing the Group’s operating trends, financial performance and strategy. Forward-looking statements are not statements of and financial position and providing investors with additional historical fact and may contain the terms “may”, “will”, “should”, information that Management believes to be useful and “continue”, “aims”, “estimates”, “projects”, “believes”, “intends”, relevant regarding the Group’s results. These non-GAAP financial “expects”, “plans”, “seeks” or “anticipates”, or words of similar measures generally have no standardized meaning and therefore meaning. Such statements are based on Management’s current may not be comparable to similarly labelled measures used by views and assumptions and, by nature, involve known and other companies. As a result, none of these non-GAAP financial unknown risks and uncertainties; therefore, undue reliance measures should be considered in isolation from, or as a should not be placed on them. Actual financial condition, results substitute for, the Consolidated Financial Statements included of operations, performance or events may diff er materially from in Part 5 – “Consolidated Financial Statements” of this Annual those expressed or implied in such forward-looking statements, Report. The non-GAAP financial measures used by the Group due to a number of factors including, without limitation, general are defined in the Glossary set forth in Appendix V to this Annual economic and political conditions and competitive situation; Report. future financial market performance and conditions, including The results of our U.S. segment are presented on the basis of IFRS fluctuations in exchange and interest rates; frequency and and are not, and should not be relied upon as representing, the severity of insured loss events, and increases in loss expenses; U.S. GAAP results of Equitable Holdings, Inc. (“EQH”)(1) (including mortality and morbidity levels and trends; persistency levels; AB), which, as a U.S. public company, reports in U.S. GAAP in changes in laws, regulations and standards; the impact of accordance with the rules of the U.S. Securities and Exchange acquisitions and disposal, including related integration issues, Commission (“SEC”). For further information on EQH’s financial and reorganization measures; and general competitive factors, results and other public reports please consult the SEC website in each