1 Supplement Dated December 19, 2016 to the Base

SUPPLEMENT DATED DECEMBER 19, 2016 TO THE BASE PROSPECTUS DATED APRIL 12, 2016

AXA

€15,000,000,000

Euro Medium Term Note Programme (the Programme)

This first supplement (the Supplement) is supplemental to, and should be read in conjunction with, the Base Prospectus dated April 12, 2016 (the Base Prospectus) prepared by AXA (the Issuer) with respect to its Programme which was approved by the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities as amended (the Prospectus Act 2005) as a base prospectus for the purposes of Article 5.4 of the Directive 2003/71/EC as amended (the Prospectus Directive) and Article 7 of the Prospectus Act 2005.

This Supplement constitutes a supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Prospectus Act 2005.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Supplement.

To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in or incorporated by reference into the Base Prospectus, the statements in (a) above will prevail.

This Supplement has been prepared pursuant to Article 16 of the Prospectus Directive and pursuant to Article 13 of the Prospectus Act 2005 for the following purposes:

• increasing the Programme size limit from €15,000,000,000 (or its equivalent in other currencies) to €17,000,000,000 (or its equivalent in other currencies);

• changing the name of “Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc.” to “S&P Global Ratings, acting through Standard & Poor’s Credit Market Services Italy S.r.l.”;

• upgrading (i) the insurer financial strength rating of the Issuer’s principal insurance subsidiaries and its corresponding outlook, (ii) the Issuer’s long term debt rating and its corresponding outlook and (iii) the Issuer’s short term debt rating assigned by S&P Global Ratings;

• updating the Summary of the Programme;

• updating the Risk Factors section;

• updating the Presentation of Financial and Other Information section;

• updating the Documents Incorporated by Reference section by incorporating by reference the Issuer’s half-year financial report including the Issuer’s unaudited consolidated interim financial statements for the six months ended June 30, 2016 (being an English translation of the Issuer’s 2016 Rapport Financier Semestriel, the 2016 Half-Year Financial Report);

• updating the Selected Consolidated Financial Data section;

• updating the Recent Developments section;

• updating the Taxation section; and

• updating the General Information section.

This Supplement will be available for viewing on the websites of the Issuer (www.axa.com) and of the Luxembourg Stock Exchange (www.bourse.lu) and copies may be obtained, free of charge, at the registered office of the Issuer, 25 avenue Matignon, 75008 Paris, France and at the specified office of the Principal Paying Agent.

TABLE OF CONTENTS

PROGRAMME SIZE INCREASE ...... 4

CHANGING THE NAME OF S&P ...... 5

RATINGS MODIFICATIONS ...... 6

SUMMARY OF THE PROGRAMME ...... 9

RISK FACTORS ...... 15

PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...... 17

DOCUMENTS INCORPORATED BY REFERENCE ...... 18

SELECTED CONSOLIDATED FINANCIAL DATA ...... 26

RECENT DEVELOPMENTS ...... 27

TAXATION ...... 70

GENERAL INFORMATION ...... 71

PROGRAMME SIZE INCREASE

The Issuer increases the size limit of the Programme from €15,000,000,000 (or its equivalent in other currencies) to €17,000,000,000 (or its equivalent in other currencies). As a result, the cover page, the Summary, the General Description of the Programme and the forms of Final Terms shall be modified as follows:

• Cover page

On the top of the cover page, reference to the “AXA €15,000,000,000 Euro Medium Term Note Programme” shall read as follows:

“AXA €17,000,000,000 Euro Medium Term Note Programme”.

The first paragraph of the cover page shall read as follows:

“Any notes (the Notes) issued under the €17,000,000,000 Euro Medium Term Note Programme (the Programme) on or after the date of this Base Prospectus are issued subject to the provisions described herein.”

• Summary

On page 9 of the Base Prospectus, the first sentence under the item A.1 “General disclaimer regarding the summary” of the Summary shall read as follows:

A.1 “General disclaimer This summary must be read as an introduction to the base regarding the prospectus dated April 12, 2016 (the Base Prospectus) in summary : connection with the €17,000,000,000 Euro Medium Term Note Programme (the Programme) of AXA.”

• General Description of the Programme

On page 62 of the Base Prospectus, the item “Programme Size” of the General Description of the Programme shall read as follows:

“Programme Size: Up to €17,000,000,000 (or its equivalent in other currencies) outstanding at any time. The Issuer may increase the amount of the Programme.”

• Forms of Final Terms

The title on the first page of the “Form of Final Terms (less than €100,000 (or its equivalent in another currency))” on page 78 of the Base Prospectus and “Form of Final Terms (at least €100,000 (or its equivalent in another currency))” on page 92 of the Base Prospectus shall read as follows:

“AXA

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the €17,000,000,000

Euro Medium Term Note Programme”

CHANGING THE NAME OF S&P

Any reference in the Base Prospectus to “Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc.” shall be to “S&P Global Ratings, acting through Standard & Poor’s Credit Market Services Italy S.r.l.” and any reference in the Base Prospectus to “S&P” should be to “S&P Global Ratings”.

RATINGS MODIFICATIONS

On October 27, 2016, S&P Global Ratings upgraded (i) the insurer financial strength rating of the Issuer’s principal insurance subsidiaries and its corresponding outlook, (ii) the Issuer’s long term debt rating and its corresponding outlook and (iii) the Issuer’s short term debt rating. As a consequence, the cover page, the section entitled “General Description of the Programme” and the section entitled “Description of the Issuer” of the Base Prospectus shall be modified as follows:

• Cover page

On the cover page of the Base Prospectus the seventh paragraph is deleted in its entirety and replaced with the following:

“As at the date of this Supplement, the insurer financial strength ratings of the Issuer’s principal insurance subsidiaries assigned by S&P Global Ratings, acting through Standard & Poor’s Credit Market Services Italy S.r.l. (S&P Global Ratings), Moody’s Investors Service (Moody’s) and Fitch Ratings (Fitch) are AA- with stable outlook, Aa3 with stable outlook and AA- with stable outlook, respectively. The long term debt ratings of the Issuer assigned by S&P Global Ratings, Moody’s and Fitch are A with stable outlook, A2 with stable outlook and A with stable outlook, respectively. The short term debt ratings of the Issuer assigned by S&P Global Ratings, Moody’s and Fitch are A-1, P-1 and F-1, respectively. Each of S&P Global Ratings, Moody’s and Fitch is established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies as amended by Regulation (EU) No. 513/2011 (the CRA Regulation) and is included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority’s website as of the date of this Supplement1.”

1 http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

• General Description of the Programme

On pages 64 to 65 of the Base Prospectus, the first paragraph of the subsection entitled “Rating” in the section entitled “General Description of the Programme” is deleted in its entirety and replaced with the following:

On page 65 of the Base Prospectus, the second paragraph of the subsection entitled “Rating” in the section entitled “General Description of the Programme” is deleted in its entirety and replaced with the following:

“Each of S&P Global Ratings, Moody’s and Fitch is established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies as amended by Regulation (EU) No. 513/2011 (the CRA Regulation) and is included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority’s website as of the date of this Supplement10.”

10 http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

• Description of the Issuer

On pages 147 to 149 of the Base Prospectus, the subsection entitled “Principal Ratings of the Issuer as at the date of this Base Prospectus” in the section entitled “Description of the Issuer” is deleted in its entirety and replaced with the following:

“Principal Ratings of the Issuer as at the date of this Supplement

The Issuer and certain of its insurance subsidiaries are rated by recognized rating agencies. The significance and the meaning of individual ratings vary from agency to agency.

As at the date of this Supplement, the relevant ratings for the Issuer and its principal insurance subsidiaries were as follows:

Agency Rating Outlook

Insurer Financial Strength Ratings

The Company’s principal insurance S&P Global AA- Stable subsidiaries Ratings

Moody’s Aa3 Stable

Fitch AA- Stable

Ratings of the Company’s Long Term and Short Term Debt

Counterparty credit rating/Senior Debt S&P Global A Stable Ratings

Moody’s A2 Stable

Fitch A Stable

Short Term Debt S&P Global A-1 Ratings

Moody’s P-1

Fitch F-1

The ratings set forth above may be subject to revision or withdrawal at any time by the assigning rating agency. None of these ratings is an indication of the historical or potential performance of AXA’s ordinary shares, American Depositary Shares, American Depositary Receipts or debt securities and should not be relied upon for purpose of making an investment decision with respect to any of these securities.

As defined by S&P Global Ratings an AA- with stable outlook insurer financial strength means that the Company has very strong financial security characteristics differing only slightly from those rated higher. The addition of a minus (-) sign shows relative standing within such rating category. An A with stable outlook long term debt rating means that the Company has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories. A

stable outlook means that the rating is not likely to change over the intermediate term (typically six months to two years). An A-1 short term debt rating means that the Company has strong capacity to meet its financial commitments. The Company is rated in the highest category by S&P Global Ratings.

As defined by Moody’s an Aa3 with stable outlook insurer financial strength means that the Company has excellent financial security and is known as a high-grade company but its long-term risks is somewhat larger than the Aaa companies. The modifier 3 indicates a ranking in the lower end of the Aa rating category. An A2 with stable outlook long term debt rating means that the Company’s debt is judged to be upper-medium grade and is subject to low credit risk. The modifier 2 indicates a mid-range ranking in the A rating category. A stable outlook indicates a low likelihood of a rating change over the medium term. A P-1 short term debt rating means that the Company has a superior ability to repay short-term debt obligations.

As defined by Fitch an AA- with stable outlook insurer financial strength is very strong, denotes a very low expectation of ceased or interrupted payments and indicates very strong capacity to meet policyholder and contract obligations. This capacity is not significantly vulnerable to foreseeable events. The modifier (-) is appended to a rating to indicate the relative position of a credit within such rating category. An A long term debt rating is a high credit quality, denotes expectations of low default risk. The capacity for payments of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. The outlooks are stable, which denotes consistency with the historical migration experience of ratings over a one-to-two-year period. A F-1 short term debt rating is the highest short-term credit quality and indicates the strongest intrinsic capacity for timely payment of financial commitments.

The Issuer accepts no responsibility for the accuracy or reliability of the ratings. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning credit rating agency.

S&P Global Ratings, Moody’s and Fitch are established in the European Union and registered under the CRA Regulation and are included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority’s website as of the date of this Supplement15.”

15 http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

SUMMARY OF THE PROGRAMME

The subsections B.4b entitled “A description of any known trends affecting the Issuer and the industries in which it operates”, B.10 entitled “Qualifications in the auditors’ report”, B.12 entitled “Selected historical key financial information”, B.13 “Recent material events relevant to the evaluation of Issuer’s solvency” and B.17 “Credit ratings assigned to the Issuer or its debt securities” of the section entitled “Summary of the Programme” appearing on pages 11 to 16 of the Base Prospectus are deleted in their entirety and replaced with the following:

Section B – Issuer

B.4b A description Significant Acquisitions of any known • AXA Philippines had completed the acquisition of 100% of Charter trends Ping An Insurance Co., the #5 non-life insurer in the Philippines1 for a affecting the total amount of €40 million2. Issuer and the • AXA had completed the acquisition of Liberty Ubezpieczenia, the industries in Polish Property & Casualty operations of Liberty Mutual Insurance which it Group for a total consideration of PLN 101.3 million3 (or operates Euro 23.5 million4). Significant Disposals • Disposal of two real estate properties in the US. • AXA completed the sale of its Portuguese operations to Ageas. • AXA expanded operations in Africa by launching a Lloyd’s specialty insurance venture with Chaucer. • AXA entered into an agreement with Vienna Insurance Group to sell both its Life & Savings insurance operations in Romania and exit the Romanian market and completed the sale of both its Life & Savings and Property & Casualty operations in Serbia to Vienna Insurance Group. • AXA completed the sales of its UK offshore investment bonds business based in the Isle of Man to Life Company Consolidation Group and the sale of its UK Life & Savings businesses. AXA recorded an exceptional negative P&L impact of ca. Euro 0.4 billion, accounted for in net income5 during the first half of 2016. • AXA completed the sale of its Hungarian banking operations to OTP bank plc. • AXA entered into an agreement with Marsh to sell Bluefin Insurance Group Ltd (Bluefin), its P&C commercial broker in the UK. Capital Operations • Share repurchase program: In order to meet its obligation to deliver

1 Source: Philippines Insurance Commission 2 EUR 1 = 52.2981 PHP as of March 31st, 2016 3 Subject to purchase price adjustment 4 1 EUR = 4.3056 PLN as of September 29, 2016 (Source: Bloomberg) 5 AXA also realized an exceptional gain of ca. USD 1.1 billion (or ca. Euro 1.0 billion) after tax on the disposal of two real estate properties in the US, accounted for in Net Income during the first half of 2016.

shares and to eliminate the dilutive effect of certain share-based compensation schemes6, AXA bought on February 2nd, 2016, 20,100,000 shares for €460 million. • SharePlan 2016 and share repurchase program: On August 26, 2016 AXA announced the launch of its 2016 employee share offering (SharePlan 2016), a capital increase reserved to its employees worldwide. Over 28,000 employees in 36 countries, representing over 24% of the eligible employees, subscribed to SharePlan 2016. The aggregate proceeds from the offering amount to over €430 million, for a total of over 24 million newly-issued shares, subscribed at a price of €15.53 for the classic plan and €17.73 for the leveraged plan. The new shares are created with full rights as of January 1st, 2016. This offering increases the total number of outstanding AXA shares which amounts to 2,448,766,155 on December 2, 2016. Following SharePlan 2016, AXA’s employees hold 5.81% of the share capital and 7.28% of the voting rights. In order to eliminate the dilutive effect of the SharePlan 2016 offering, AXA will undertake a cancellation of its shares in the next few days in accordance with its share repurchase program as authorized by the Shareholders’ Meeting of April 27, 2016. Other • Africa Internet Group and AXA Partner to provide insurance products and services to African customers. • AXA launched a global initiative to scale up its protection of tomorrow’s Emerging Middle Class. • AXA announced the successful placements of €1.5 billion notes due 2047, €500 million notes due 2028 and $850 million notes to refinance, in advance, part of its outstanding debt. • AXA’s successful Ambition AXA plan positioned the Group well to remain resilient and strong in an environment characterized by continued market volatility and extremely low rates. • AXA’s annual shareholders meeting approved a dividend distribution of €1.10 per share corresponding to €2,656 million with respect to the 2015 financial year. • Focus and Transform: AXA New Ambition 2020 Strategy: AXA presented its strategic plan “Ambition 2020”. The new 5-year plan is articulated around two strategic priorities: focus and transform. • Management Team Renewal: AXA announced a series of appointments to form a new management team that will support Mr. Thomas Buberl, in the definition and implementation of the Group’s strategy and management of its global operations. From September 1st, 2016, Mr. Henri de Castries has retired, Mr. Thomas Buberl has been appointed Chief Executive Officer and Director of AXA and Mr. Denis Duverne has been appointed Non-Executive Chairman of the Board of Directors. With effect from December 14, 2016, the following changes occurred at the AXA’s

6 Stock-options plans and performance shares plans (including the AXA Miles plan).

board of directors: Mr. Norbert Dentressangle resigned as vice- chairman and director, Mr. André François-Poncet has been appointed director and Mr. Jean-Martin Folz has been appointed senior independent director. B.10 Qualifications Not Applicable. The statutory auditors’ reports on the consolidated in the auditors’ financial statements for each of the two financial years ended on report December 31, 2014 and on December 31, 2015, and the auditor’s limited review report on the consolidated financial statements for the half year ended on June 30, 2016 do not contain any qualification.

B.12 Selected The selected historical consolidated financial data presented below have historical key been derived from AXA’s consolidated financial statements and related financial notes for the years ended December 31, 2015 and 2014 and for the half information year ended on June 30, 2016 in accordance with IFRS

Financial years ended December 31, 2015 and 2014 (in Euro million, except per share data) 2015 2014

Income Statement Data:

Total Revenues 98,534 91,988

Net consolidated income - Group Share 5,617 5,024

Net income per share:(a)

- basic 2.19 1.95

- diluted 2.18 1.94

Balance Sheet Data:

Total assets 887,070 840,069

Shareholders' equity – Group Share 68,475 65,219

Other data:

Number of outstanding shares 2,426 2,442

Dividend per share(b) 1.10 0.95

(a) The calculation of net income per share is based on the weighted average number of outstanding shares for each period presented. The calculation of net income per share from discontinued operations or not is presented in Note 27 “Net Income per Ordinary Share” to AXA’s consolidated financial statements. (b) An annual dividend is generally paid each year in respect of the prior year after the Annual General Shareholders’ Meeting (customarily held in April or May) and before September of that year. Dividends are presented in this table in the year to which they relate and not in the year in which they are declared and paid. A dividend of €1.10 per share will be proposed at AXA’s Shareholders’ Meeting that will be held on April 27, 2016. The dividend will be payable out on May 10, 2016, with an ex-dividend date of May 6, 2016. Half year ended on June 30, 2016 (in Euro million, except per share data) 30 June 2016 30 June

2015

Income Statement Data:

Total Revenues 53,951 54,521

Net consolidated income - Group Share 3,207 3,077

Net income per share:

- basic 1.27 1.20

- diluted 1.27 1.19

Balance Sheet Data:

Total assets 918,666 888,798

Shareholders' equity – Group Share 74,093 66,913

Except as disclosed in Element B.4b, there has been no material adverse change in the prospects of the Issuer since December 31, 2015. Except as disclosed in Element B.13, there has been no significant change in the financial or trading position of the AXA Group since June 30, 2016. B.13 Recent material Significant Acquisitions events relevant • AXA had completed the acquisition of Liberty Ubezpieczenia, the to the evaluation Polish Property & Casualty operations of Liberty Mutual Insurance of Issuer’s Group for a total consideration of PLN 101.3 million7 (or solvency Euro 23.5 million8). Significant Disposals • AXA entered into an agreement with Vienna Insurance Group to sell both its Life & Savings insurance operations in Romania and exit the Romanian market and completed the sale of both its Life & Savings and Property & Casualty operations in Serbia to Vienna Insurance Group. • AXA completed the sales of its UK offshore investment bonds business based in the Isle of Man to Life Company Consolidation Group and the sale of its UK Life & Savings businesses. AXA recorded an exceptional negative P&L impact of ca. Euro 0.4 billion, accounted for in net income9 during the first half of 2016. • AXA completed the sale of its Hungarian banking operations to OTP bank plc. • AXA entered into an agreement with Marsh to sell Bluefin Insurance Group Ltd (Bluefin), its P&C commercial broker in the UK. Capital Operation • SharePlan 2016 and share repurchase program: On August 26, 2016 AXA announced the launch of its 2016 employee

7 Subject to purchase price adjustment 8 1 EUR = 4.3056 PLN as of September 29, 2016 (Source: Bloomberg) 9 AXA also realized an exceptional gain of ca. USD 1.1 billion (or ca. Euro 1.0 billion) after tax on the disposal of two real estate properties in the US, accounted for in Net Income during the first half of 2016.

share offering (SharePlan 2016), a capital increase reserved to its employees worldwide. Over 28,000 employees in 36 countries, representing over 24% of the eligible employees, subscribed to SharePlan 2016. The aggregate proceeds from the offering amount to over €430 million, for a total of over 24 million newly-issued shares, subscribed at a price of €15.53 for the classic plan and €17.73 for the leveraged plan. The new shares are created with full rights as of January 1st, 2016. This offering increases the total number of outstanding AXA shares which amounts to 2,448,766,155 on December 2, 2016. Following SharePlan 2016, AXA’s employees hold 5.81% of the share capital and 7.28% of the voting rights. In order to eliminate the dilutive effect of the SharePlan 2016 offering, AXA will undertake a cancellation of its shares in the next few days in accordance with its share repurchase program as authorized by the Shareholders’ Meeting of April 27, 2016. Other • From September 1st, 2016, Mr. Henri de Castries has retired, Mr. Thomas Buberl has been appointed Chief Executive Officer and Director of AXA and Mr. Denis Duverne has been appointed Non- Executive Chairman of the Board of Directors. • With effect from December 14, 2016, the following changes occurred at the AXA’s board of directors: Mr. Norbert Dentressangle resigned as vice-chairman and director, Mr. André François-Poncet has been appointed director and Mr. Jean-Martin Folz has been appointed senior independent director. • AXA announced the successful placement of $850 million notes to refinance, in advance, part of its outstanding debt. B.17 Credit ratings At the date of the Supplement, the insurer financial strength ratings of assigned to the the Issuer’s principal insurance subsidiaries assigned by S&P Global Issuer or its debt Ratings, acting through Standard & Poor’s Credit Market Services Italy securities S.r.l. (S&P Global Ratings), Moody’s Investors Service (Moody’s) and Fitch Ratings (Fitch) are AA- with stable outlook, Aa3 with stable outlook and AA- with stable outlook, respectively. The long term debt ratings of the Issuer assigned by S&P Global Ratings, Moody’s and Fitch are A with stable outlook, A2 with stable outlook and A with stable outlook, respectively. The short term debt ratings of the Issuer assigned by S&P Global Ratings, Moody’s and Fitch are A-1, P-1 and F-1, respectively. [The Notes have not been rated.]/[The Notes to be issued [have been/are expected to be] rated [●] by [●] [and [●] by [●]].

[[●]/[Each of [●] and [●]] is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 on credit rating agencies (the CRA Regulation) as amended by Regulation (EU) No. 513/2011. [[[●]]/[Each of [●] and [●]] is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europea.eu/page/Listregistered-

and-certified-CRAs) in accordance with the CRA Regulation.

Notes issued pursuant to the Programme may be unrated or rated differently from the current ratings of the Issuer in certain circumstances.

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning credit rating agency without notice.]

RISK FACTORS

The paragraph “A downgrade in our claims paying ability and credit strength ratings could adversely impact our business, results of operations and financial condition” of the sub section “RISKS FACTORS RELATING TO THE ISSUER” of the section “RISK FACTORS” appearing on page 28 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“A downgrade in our claims paying ability and credit strength ratings could adversely impact our business, results of operations and financial condition

Rating agencies also take into account the Company’s consolidated solvency margin and the regulatory capital position of its insurance subsidiaries in assessing AXA’s financial strength and credit ratings. Rating agencies may make changes to their internal models from time to time that may increase or decrease the amount of capital the Company must hold in order to maintain its current ratings.

Claims paying ability and credit strength ratings are important factors in establishing the competitive position of insurance companies. Rating agencies review their ratings and rating methodologies on a recurring basis and may change their ratings at any time. Consequently, our current ratings may not be maintained in the future. On September 9, 2016, Moody’s reaffirmed the Aa3 rating for financial strength on AXA’s principal insurance subsidiaries and the A2 rating for counterparty credit on the Company, maintaining a stable outlook. On October 27, 2016, S&P Global Ratings upgraded the long-term financial strength rating of AXA’s core operating subsidiaries from A+ with a positive outlook to AA- with a stable outlook, and the long-term counterparty credit ratings on AXA SA and AXA Financial, Inc., from A- with a positive outlook to A with a stable outlook. On June 28, 2016, Fitch reaffirmed the AA- financial strength ratings of AXA’s principal insurance subsidiaries and the A rating for counterparty credit on the Company, maintaining a stable outlook. In addition, Fitch upgraded the financial strength rating of AXA Global P&C from A+ to AA- with a stable outlook.

A downgrade or the potential for a downgrade of our ratings could have a variety of negative impacts on us including (i) damaging our competitive position, (ii) negatively impacting our ability to underwrite new insurance policies, (iii) increasing the levels of surrenders and termination rates of our in-force policies, (iv) increasing our cost of obtaining reinsurance, (v) negatively impacting our ability to obtain financing and/or increasing our cost of financing, (vi) harming our relationships with creditors or trading counterparties and/or (vii) adversely affecting public confidence in us. Any of these developments could have a material adverse effect on our business, liquidity position, results of operations, revenues and financial condition.”

The paragraph “Capital requirements for “tier two” instruments: Solvency II” of the sub section “RISKS FACTORS RELATING TO THE NOTES” of the section “RISK FACTORS” appearing on pages 50 and 51 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“Capital requirements for “tier two” instruments: Solvency II

Subordinated Notes will be issued for regulatory capital requirement purposes in accordance with applicable French Solvency II regulations. The Solvency II Directive 2009/138/EC was published in the Official Journal of the European Union on December 17, 2009 and has been amended by Directive 2014/51/EU. The Solvency II Directive was implemented under French law by Ordinance 2015-378 dated April 2, 2015 completed by the decree (décret) 2015-513 dated May 7, 2015 and an order (arrêté) of the same date and has entered into force on January 1, 2016. On April 1, 2015, a number of early approval processes started and the Solvency II regime became fully

applicable on January 1, 2016. The European Commission’s Solvency II Delegated Regulation 2015/35 supplementing Solvency II was adopted on October 10, 2014, and was published in the Official Journal of the European Union on January 17, 2015. This regulation came into force on January 18, 2015 and is directly applicable to the relevant insurers in the European Union. The effect of the implementing measures related to the new Solvency II requirements could have adverse consequences on the holders of Subordinated Notes. In particular:

• the Issuer will be obliged to defer interest payments if the own funds regulatory capital (or, if different, whatever terminology is employed to denote such concept by the then Applicable Supervisory Regulations) of the Issuer is not sufficient to cover its capital requirement;

• in the same circumstances the redemption or purchase of Subordinated Notes will be only permitted subject to the Prior Approval of the Relevant Supervisory Authority.

There continue to be material uncertainties around the impact of the more detailed technical requirements of Solvency II. The new framework covers the definition of “own funds” regulatory capital and, accordingly, will set out the features which any capital must have in order to qualify as regulatory capital. Even though “level two” implementation measures have been enacted and “level three” guidelines have been released, there can be no assurance that such implementation measures and guidelines will not be amended, supplemented or superseded. Moreover, there is considerable uncertainty as to how regulators, including the French Autorité de Contrôle Prudentiel et de Résolution, will interpret the “level two” implementation measures and/or “level three” guidance and apply them to the Issuer or the Group.”

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The first paragraph of the section “PRESENTATION OF FINANCIAL AND OTHER INFORMATION” appearing on page 59 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“This Base Prospectus incorporates by reference AXA’s audited consolidated financial statements for the years ended December 31, 2015 and 2014 and AXA’s unaudited consolidated interim financial statements for the half year ended June 30, 2016. AXA’s audited consolidated financial statements and latest unaudited consolidated interim financial statements including the respective notes thereto, are included in Part 4 of the 2015 Annual Report (as defined under “Documents Incorporated by Reference”) and in the 2016 Half-Year Financial Report (as defined under “Documents Incorporated by Reference”), respectively and have been prepared in compliance with International Financial Reporting Standards (IFRS) and interpretations of the IFRS Interpretations Committee (IFRIC) that were endorsed by the European Union before the balance sheet date with a compulsory date of January 1, 2015. The Group does not use the “carve out” option allowing it not to apply all hedge accounting principles required by IAS 39.”

DOCUMENTS INCORPORATED BY REFERENCE

The section “DOCUMENTS INCORPORATED BY REFERENCE” appearing on pages 67 to 73 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“The following documents which have previously been published are incorporated by reference in, and form part of, this Base Prospectus:

(i) the Issuer’s half-year financial report including the Issuer’s unaudited consolidated interim financial statements for the six months ended June 30, 2016 (being an English translation of the Issuer’s 2016 Rapport Financier Semestriel, the 2016 Half-Year Financial Report);

(ii) the Issuer's 2015 and 2014 annual reports (being English translations of the Issuer's Documents de référence filed with the French Autorité des marchés financiers (the AMF) respectively on March 31, 2016 and March 26, 2015) (respectively the 2015 Annual Report and the 2014 Annual Report, and together the 2015 and 2014 Annual Reports) save that the third paragraph of the statements by M. Henri de Castries, Chairman of the Board of Directors (Conseil d’administration) of the Issuer on page 365 of the 2015 Annual Report and page 358 of the 2014 Annual Report shall not be deemed incorporated by reference herein; and

(iii) the Issuer's audited consolidated financial statements for the financial years ended December 31, 2015 and 2014 included respectively in the Issuer's 2015 and 2014 Documents de référence filed with the AMF (respectively the 2015 French Annual Report and the 2014 French Annual Report, and together the 2015 and 2014 French Annual Reports), save that the third paragraph of the statements by M. Henri de Castries, Chairman of the Board of Directors (Conseil d’administration) of the Issuer on page 365 of the 2015 French Annual Report and page 358 of the 2014 French Annual Report shall not be deemed incorporated by reference herein.

Following the publication of this Base Prospectus, supplements may be prepared from time to time by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus.

Copies of documents incorporated by reference in this Base Prospectus are available on the website of the Luxembourg Stock Exchange (www.bourse.lu) and from the registered office of the Issuer and the specified office of the Principal Paying Agent. The Issuer's 2016 Half-Year Financial Report, the 2015 and 2014 Annual Reports and the 2015 and 2014 French Annual Reports are available on the Issuer's website and those reports only and no other information or documents of such site are incorporated by reference herein: https://www.axa.com/en/investor/annual-and-interim-reports; https://www.axa.com/en/investor/annual-and-interim-reports-archives; https://www.axa.com/fr/investisseurs/rapports-annuels-et-semestriels; https://www.axa.com/fr/investisseurs/rapports-annuels-et-semestriels-archives.

The non incorporated parts of the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus and are either not relevant for the investors or covered elsewhere in this Base Prospectus.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus.

The Issuer will, in the event of there being any significant new factor, material mistake or

inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of the Notes, prepare if appropriate a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes.

Cross reference list for documents incorporated by reference

I. 2015 and 2014 Annual Reports, 2015 and 2014 French Annual Reports

Document Page Incorporated By Reference

(A4.4) RISK FACTORS

Prominent disclosure of risk factors 2015 Annual Report Pages 154 to 159 that may affect the issuer's ability to and 177 to 193 fulfil its obligations under the securities to investors in a section headed “Risk Factors”:

(A.4.5) INFORMATION ABOUT THE ISSUER

(A.4.5.1) History and development of the Issuer:

(A.4.5.1.1) The legal and commercial name of the 2015 Annual Report Page 6 issuer:

(A.4.5.1.2) The place of registration of the issuer 2015 Annual Report Page 6 and its registration number:

(A.4.5.1.3) The date of incorporation and the 2015 Annual Report Page 6 length of life of the issuer, except where indefinite:

(A.4.5.1.4) The domicile and legal form of the 2015 Annual Report Page 6 issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office):

(A.4.5.2) INVESTMENTS

(A.4.5.2.1) A description of the principal 2015 Annual Report Pages 25 to 28 investments made since the date of the last published financial statements:

Document Page Incorporated By Reference

(A.4.6) BUSINESS OVERVIEW

(A.4.6.1) Principal activities

(A.4.6.1.1) A description of the issuer's principal 2015 Annual Report Pages 9 to 19 activities stating the main categories of products sold and/or services performed:

(A.4.6.1.2) An indication of any significant new 2015 Annual Report Pages 11 to 19 products and/or activities:

(A.4.6.2) Principal markets 2015 Annual Report Pages 9 to 19 and 20 to 23 A brief description of the principal markets in which the issuer competes:

(A.4.6.3) The basis for any statements made by 2015 Annual Report Pages 9, 11 to 12, the issuer regarding its competitive 15, 17 to 19, 21 to position: 23

(A.4.7) ORGANISATIONAL STRUCTURE

(A.4.7.1) If the issuer is part of a group, a brief 2015 Annual Report Pages 6 to 10 and description of the group and of the 226 to 232 issuer's position within it:

(A.4.8) TREND INFORMATION

(A.4.8.2) Information on any known trends, 2015 Annual Report Pages 30 to 31, uncertainties, demands, commitments 85, 94, 341 and or events that are reasonably likely to 342 have a material effect on the issuer's prospects for at least the current financial year:

(A.4.10) ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

(A.4.10.1) Names, business addresses and 2015 Annual Report Pages 96 to 113 functions of the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:

(a) members of the administrative, management or supervisory bodies;

Document Page Incorporated By Reference

(b) partners with unlimited liability, in the case of a limited partnership with a share capital.

(A.4.10.2) Administrative, Management, and 2015 Annual Report Pages 107 to 108 Supervisory bodies conflicts of and 139 to 140 interest:

Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item A.4.10.1 and their private interests and or other duties must be clearly stated:

In the event that there are no such conflicts, a statement to that effect:

(A.4.11) BOARD PRACTICES

(A.4.11.1) Details relating to the issuer's audit 2015 Annual Report Pages 100 to 101 committee, including the names of and 109 committee members and a summary of the terms of reference under which the committee operates:

(A.4.11.2) A statement as to whether or not the 2015 Annual Report Pages 96 to 97 issuer complies with its country's of and 358 to 359 incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such a regime:

(A.4.12) MAJOR SHAREHOLDERS

(A.4.12.1) To the extent known to the issuer, 2015 Annual Report Pages 145 to 146 state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused:

Document Page Incorporated By Reference

(A.4.13) FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

(A.4.13.1) Historical Financial Information 2014 Annual Report Pages 192 to 337

Audited historical financial information 2014 French Pages 192 to 337 covering the latest 2 financial years (or Annual Report such shorter period that the issuer has been in operation), and the audit 2015 Annual Report Pages 198 to 344 report in respect of each year: 2015 French Annual Report Pages 198 to 344

(a) the consolidated statement of 2014 Annual Report Pages 192 to 193 financial position 2014 French Annual Report Pages 192 to 193

2015 Annual Report Pages 198 to 199

2015 French Annual Report Pages 198 to 199

(b) the consolidated statement of 2014 Annual Report Page 194 income 2014 French Annual Report Page 194

2015 Annual Report Page 200

2015 French Annual Report Page 200

2015 Annual Report Page 201

2015 French Annual Report Page 201

(d) the consolidated statement of 2014 Annual Report Pages 196 to 199 changes in equity

Document Page Incorporated By Reference

2014 French Annual Report Pages 196 to 199

2015 Annual Report Pages 202 to 205

2015 French Annual Report Pages 202 to 205

(e) the consolidated statement of cash 2014 Annual Report Pages 200 to 201 flows 2014 French Annual Report Pages 200 to 201

2015 Annual Report Pages 206 to 207

2015 French Annual Report Pages 206 to 207

(f) accounting policies and 2014 Annual Report Pages 202 to 335 explanatory notes 2014 French Annual Report Pages 202 to 335

2015 Annual Report Pages 208 to 342

2015 French Annual Report Pages 208 to 342

(A.4.13.2) Financial Statements

If the issuer prepares both own and 2014 Annual Report Pages 192 to 335 consolidated financial statements, include at least the consolidated 2014 French financial statements: Annual Report Pages 192 to 335

2015 Annual Report Pages 198 to 342

2015 French Annual Report Pages 198 to 342

(A.4.13.3) Auditing of historical annual financial information

A statement that the historical financial 2014 Annual Report Pages 336 to 337 information has been audited. If audit reports on the historical financial 2014 French information have been refused by the Annual Report Pages 336 to 337 statutory auditors or if they contain qualifications or disclaimers, such 2015 Annual Report Pages 343 to 344

Document Page Incorporated By Reference refusal or such qualifications or disclaimers must be reproduced in full 2015 French and the reasons given: Annual Report Pages 343 to 344

(A.4.13.6) Legal and arbitration proceedings 2015 Annual Pages 338 to Report 341 Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability, or provide an appropriate negative statement. ADDITIONAL INFORMATION (A.4.14)

(A.4.14.1) Share Capital

(A.4.14.1.1) The amount of the issued capital, the 2015 Annual Report Pages 145 to 146 number and classes of the shares of and 350 which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up:

(A.4.14.2) Memorandum and Articles of Association

(A.4.14.2.1) The register and the entry number 2015 Annual Report Pages 346 to 349 therein, if applicable, and a description of the issuer's objects and purposes and where they can be found in the memorandum and articles of association:

II. 2016 Half-Year Financial Report

Information incorporated by reference Reference I. Activity Report Pages 4 to 84 of the 2016 Half-Year Financial Report

II. Consolidated Financial Statements

Consolidated statement of financial position Pages 87 and 88 of the 2016 Half-Year Financial Report

Consolidated statement of income Page 89 of the 2016 Half-Year Financial Report

Consolidated statement of comprehensive Page 90 of the 2016 Half-Year Financial income Report

Consolidated statement of changes in equity Pages 91 and 92 of the 2016 Half-Year Financial Report

Consolidated statement of cash flows Pages 93 and 94 of the 2016 Half-Year Financial Report

Notes to the Consolidated Financial Pages 95 to 121 of the 2016 Half-Year Statements Financial Report III. Statutory Auditors’ Review Report on Pages 123 and 124 of the 2016 Half-Year the 2016 Half-Year Financial Information Financial Report

IV. Statement of the Person Responsible Page 126 of the 2016 Half-Year Financial for the 2016 Half-Year Financial Report Report

SELECTED CONSOLIDATED FINANCIAL DATA

The section “SELECTED CONSOLIDATED FINANCIAL DATA” appearing on page 150 of the Base Prospectus is supplemented with the following:

“2016 Half-year consolidated financial statements

The selected historical consolidated financial data presented below have been derived from AXA’s consolidated financial statements and related notes for the half year ended June 30, 2016, in accordance with IFRS.

The table of historical data set out below is only a summary. You should read it in conjunction with the consolidated financial statements and related notes for the half year ended June 30, 2016, included in the 2016 Half-Year Financial Report.

(in Euro million, except per share data) 30 June 2016 30 June 2015

Income Statement Data:

Total Revenues 53,951 54,521

Net consolidated income - Group Share 3,207 3,077

Net income per share:

- basic 1.27 1.20

- diluted 1.27 1.19

Balance Sheet Data:

Total assets 918,666 888,798

Shareholders' equity – Group Share 74,093 66,913”

RECENT DEVELOPMENTS

The section “RECENT DEVELOPMENTS” appearing on pages 151 to 152 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“AXA published the following press releases on April 27, 2016, May 23, 2016, May 27, 2016, July 29, 2016, August 4, 2016, September 1, 2016, September 9, 2016, September 15, 2016, September 30, 2016, October 21, 2016, November 1, 2016, November 2, 2016, November 3, 2016, November 14, 2016; December 1, 2016, December 5, 2016 and December 14, 2016 respectively:

Paris, April 27, 2016

Results of AXA’s Shareholders’ Meeting

AXA publishes its 2015 Activity & Corporate Responsibility Report

> Results of AXA’s Annual Shareholders’ Meeting

During the Shareholders’ Meeting held today in Paris, all resolutions recommended by the Board of Directors were approved by AXA’s shareholders, including:

• The appointment of Mmes Irene Dorner and Angelien Kemna, as directors of the Board of Directors for 4 years. Mrs. Irene Dorner was until 2014 Chief Executive Officer & President of HSBC USA. Mrs. Angelien Kemna is Chief Finance & Risk Officer of APG Group N.V. (the Netherlands).

• The re-appointment as directors of Mrs. Doina Palici-Chehab, representing the employee shareholders of the AXA Group, and Messrs. Stefan Lippe and François Martineau, for 4 years.

• The payment of a €1.10 dividend per share for the fiscal year 2015, i.e. an increase of 16% compared to the preceding fiscal year, to be paid on May 10, 2016 (ex-dividend date: May 6, 2016) – dividend per share was €0.95 for 2014 and €0.81 for 2013.

> Publication of the 2015 Activity & Corporate Responsibility Report

AXA publishes today its 2015 Activity & Corporate Responsibility Report (an electronic version is available on: https://www.axa.com/en/about-us/2015-activity-and-corportate-responsibility-report).

For this edition, the report focuses on the successful completion of the 2010-2015 strategic plan, Ambition AXA, which has created a solid foundation to allow the Group to seize the opportunities and take on the challenges of tomorrow.

It opens with a magazine section focusing on three real-life stories highlighting the new boundaries of insurance and in each case includes a forward looking conclusion from an external expert.

The report also presents AXA’s 2015 highlights, the value creation model and the main achievements of its property & casualty, life, savings & health and asset management activities.

For the first time, the pdf of the report conforms to Web Content Accessibility Standard, WCAG 2.0 (as of today in French and from May 9 in English) and is certified ISO 14289-1, allowing people with motor disabilities or visual impairments to access the full content of the report.

Paris, May 23, 2016

AXA Group divests tobacco industry assets

> Smoking poses the biggest threat to public health in the world today > Role of health insurers is changing: healthcare, in the future, won’t be just about cure, it will be about prevention > As a responsible health insurer and investor, the AXA Group has decided to divest its tobacco industry assets, currently valued at approximately 1.8 billion euros

The incidence of long term non-communicable diseases (NCDs), including cancer, heart disease and chronic respiratory illnesses, is sharply rising and are currently responsible for 68%1 of all deaths worldwide. For cancer alone, unhealthy lifestyle choices contribute to nearly 50% of cases1.

In parallel with the rise of NCDs, AXA’s role as a health insurer is changing: prevention is becoming more important, with increased use of technology.

Tobacco consumption is the major cause of long term non-communicable diseases. Today, tobacco kills 6 million people per year, a figure that is expected to rise to 8 million by 2030, mostly in developing countries2. Unless urgent action is taken to reverse this trend, tobacco will kill one billion people worldwide during the 21st century2. Its cost, estimated at 2.1 trillion euros per year3, equals the combined expenses of war and terrorism. The damage to health from tobacco products is more costly to society than that caused by alcohol or obesity.

In this context and as a responsible health insurer, the AXA Group has decided to divest its tobacco industry assets, currently valued at approximately 1.8 billion euros, as follows:

• AXA will sell its equity holdings in tobacco companies immediately, the current estimated value of which is approximately 0.2 billion euros, • AXA will stop all new investments in tobacco industry corporate bonds and run off its existing tobacco industry bond holdings, currently valued at approximately 1.6 billion euros.

“We strongly believe in the positive role insurance can play in society, and that insurers are part of the solution when it comes to health prevention to protect our clients. Hence, it makes no sense for us to continue our investments within the tobacco industry. With this divestment from tobacco, we are doing our share to support the efforts of governments around the world. This decision has a cost for us, but the case for divestment is clear: the human cost of tobacco is tragic; its economic cost is huge. As a major investor and a leading health insurer, the AXA Group wants to be part of the solution, and our hope is that others in our industry will do the same,” said Thomas Buberl, Deputy CEO and incoming CEO of AXA.

Cary Adams, CEO of the Union for International Cancer Control (UICC) added: “UICC and its partners across the non-communicable disease community have worked diligently over the last few years to engage all parts of society in recognizing the disastrous social and economic effects the tobacco industry wreaks on us all. We need companies like AXA to signal that investing in an industry which kills its customers is simply the wrong thing to do; and this announcement to divest 1.8 billion euros is a milestone step in the right direction. The Tobacco Free Portfolios initiative, led by Dr Bronwyn King, will continue to encourage other companies to follow AXA’s outstanding lead.”

About AXA’s responsible investment policy

Responsible Investment (RI) is the integration of environmental, social, and corporate governance (ESG) considerations into investment processes and ownership practices, in the - increasingly documented - conviction that these may impact both risks and returns.

AXA actively takes ESG considerations into account in its investment decisions for all relevant asset classes.

Hence, AXA has developed a responsible investment policy, which covers the Group's €552 billion general accounts4, sets out its position and beliefs on RI, and defines the corporate governance practices that its asset managers are expected to encourage, including via engagement and voting as an investor.

The Policy also allows for a better structured development of investment guidelines for sectors that pose particularly acute environmental or ethical challenges, for which guidelines are progressively defined. Guidelines cover a number of sectors, including:

- controversial weapons,

- palm oil and forestry,

- coal extraction and coal-based energy,

- soft commodities derivatives.

In 2015, AXA has decided to reduce its exposure to companies with a high involvement in coal- related activities including coal mining and electricity production. This represents a divestment of almost 500 million euros, a choice that helps not only to reduce the portfolio risk but also to develop an approach more consistent with AXA’s corporate responsibility strategy towards climate change. In parallel, the Group has pledged to triple its “green” investments in its general account assets to more than 3 billion euros by 2020.

More information about AXA’s responsible investment policy: https://www.axa.com/en/about- us/responsibleinvestment

1 http://www.who.int/mediacentre/factsheets/fs310/en/index2.html 2 http://www.who.int/mediacentre/factsheets/fs339/en/ 3 Source: MGI, cited in Connect – How companies succeed by engaging radically with society by John Browne, with Robin Nuttall and Tommy Stadlen. 4 As of 12.31.2015

About the Union for International Cancer Control (UICC)

UICC’s rapidly increasing membership base of over 950 organisations in more than 150 countries, represents the world’s major cancer societies, ministries of health and patient groups and includes influential policy makers, researchers and experts in cancer prevention and control. UICC also boasts more than 50 strategic partners. The organization is dedicated to taking the lead in convening, capacity building and advocacy initiatives that unite the cancer community to reduce the global cancer burden, promote greater equity, and integrate cancer control into the world health and development agenda.

UICC and its multisectoral partners are committed to encouraging governments to look towards the implementation and scale-up of quality and sustainable programs that address the global burden of cancer and other NCDs. UICC is also a founding member of the NCD Alliance, a global civil society network that now represents almost 2,000 organizations in 170 countries.

About the Global Task Force for Tobacco Free Portfolios (GTF.TFP)

Tobacco Free Portfolios works to reduce, and ultimately eliminate, pension fund investment in tobacco. Having started in Australia and playing an integral role in the decision of over 30 Australian Funds to divest tobacco stocks, this has now expanded internationally to become a UICC initiative as the Global Task Force for Tobacco Free Portfolios.

Paris, May 27, 2016

AXA announces its new leadership team, focuses its organization on customers and transformation

AXA announced today a series of appointments to form a new management team that will support Thomas Buberl, incoming CEO1, in the definition and implementation of the Group’s strategy and management of its global operations.

The new Management Committee, AXA's senior executive governance body, will notably reflect the strategic importance of the Group’s interaction with its customers and its transformation ambition. It will reinforce the role of large countries (Large Markets) and Global Business Lines, while the Group’s Regions will be repositioned to focus on the development of emerging and smaller markets (Emerging Markets), in Asia and in the rest of the world.

Effective as of July 1st, AXA’s Management Committee will be composed of the following 10 members, including Thomas Buberl:

• three members of the current Management Committee, with renewed or confirmed roles and responsibilities:

. Jean-Louis Laurent Josi, Chief Executive Officer of AXA Asia,

. Mark Pearson, Chief Executive Officer of AXA US,

. Véronique Weill is appointed Group Chief Customer Officer and Chief Executive Officer of a newly created business line AXA Global Asset Management,

• six internally appointed new members:

. Benoît Claveranne is appointed Group Chief Transformation Officer,

. Paul Evans is appointed Chief Executive Officer of AXA Global Life & Savings and of AXA Global Health,

. Gérald Harlin, Group Chief Financial Officer,

. Gaëlle Olivier is appointed Chief Executive Officer of AXA Global P&C,

. Jacques de Peretti is appointed Chief Executive Officer of AXA France,

. George Stansfield is appointed Group General Secretary, with responsibilities including Human Resources.

1 Thomas Buberl was appointed Deputy CEO of AXA on March 21, 2016, and will be CEO of AXA as of September 1, 2016.

Peter Kraus, Chairman and Chief Executive Officer of AB, will continue to be a resource to Thomas Buberl and executives throughout the Group on a wide variety of strategic matters.

Commenting on these appointments, Thomas Buberl, Deputy CEO and incoming CEO, said: “The breadth of global experience, the leadership qualities and values of this renewed Management Committee give me a high degree of confidence in our ability to lead AXA through the next phase of our strategic journey, thanks to a stronger focus on our customers and our transformation. I have shaped this Management Committee - both in terms of the executives and the allocation of responsibilities - with a view to ensuring that we will work and act collectively as one team to define and execute the Group's priorities, together with our 166,000 employees and distributors worldwide.”

Following the constitution of this new Management Committee, AXA also announced the following senior appointments:

. Amanda Blanc is appointed Chief Executive Officer of AXA UK & Ireland,

. Nick Lane is appointed Chief Executive Officer of AXA Japan,

. Wilm Langenbach is appointed Chief Executive Officer of AXA Emerging Markets, EMEALA (Europe, Middle-East, Africa and Latin America),

In addition, Hassan El Shabrawishi is appointed Group Chief Innovation Officer, a newly created position in which he will be responsible for business model innovation, including designing, piloting and implementing new insurance and service proposals within and around AXA’s core value proposition across the Group; and Rino Piazzolla is appointed Group Human Resources Director.

These appointments will be effective from July 1, 2016 subject to regulatory approvals when required.

Where required, effective date for a few organization changes listed in this note will be subject to consultation with the social partners.

Biographies

Amanda Blanc

Amanda Blanc is appointed Chief Executive Officer of AXA UK & Ireland.

She was previously Chief Executive Officer of AXA Insurance UK & Ireland General Insurance since 2016.

Prior to this role, Amanda Blanc was Chief Executive of AXA Insurance Commercial Lines in the UK since 2010. This was her second career within AXA where she was previously Regional Director in the Commercial Lines Intermediary business from 1999 to 2003.

Before rejoining AXA UK in 2011, she has held several senior roles at Commercial Union, Groupama and Towergate Partnership, where latterly she was Deputy Group Chief Executive Officer.

Amanda Blanc has a Bachelor of Arts, an MBA and is a Chartered Insurer.

Thomas Buberl

On March 21st, 2016, Thomas Buberl was appointed Deputy CEO (Directeur général adjoint) of AXA and will be appointed Chief Executive Officer and Director of AXA on September 1st, 2016.

Prior to this appointment, he was Chief Executive Officer of AXA Germany, CEO of AXA Life & Savings and Health Global Business Lines and a member of the AXA Management Committee.

He started his career at the Boston Consulting Group as a consultant for the banking & insurance sector in Germany and internationally. From 2005 to 2008, he worked for the Winterthur Group (acquired by AXA in 2006) as member of the Management Board of Winterthur in Switzerland, first as Chief Operating Officer and then as Chief Marketing and Distribution Officer. Then, he joined Zurich Insurance Group where he was Chief Executive Officer for Switzerland.

Beginning of 2012, Thomas Buberl joined AXA as Chief Executive Officer of AXA Germany and member of the AXA Executive Committee. In March 2015, he also joined the AXA Management Committee and was appointed Chief Executive Officer of the Global Business Line for the Health Business, and, in January 2016, of the Global Business Line for Life & Savings.

Thomas Buberl holds a Master of Economics degree from WHU Koblenz (Germany), a MBA from Lancaster University (UK) and a PhD in Economics from the University of St.Gallen (Switzerland). He has been distinguished as a Young Global Leader by the World Economic Forum.

Benoît Claveranne

Benoît Claveranne is appointed Group Chief Transformation Officer, in charge of Distribution, Data, Information Technology, Operational Excellence (including Efficiency), and Procurement, and joins the Group’s Management Committee.

Since 2014, he has been the Chief Executive Officer for the Life insurance business at AXA Asia. Prior to this role, from 2011 to 2013, Benoît Claveranne was leading AXA France’s Prévoyance & Patrimoine, a network of tied agents. He joined AXA in September 2009 as Group Senior Vice- President for European and Public Affairs.

Before joining AXA, he has also worked in a Directorship position at the International Monetary Fund, the World Bank, and the French Treasury.

Benoît Claveranne is a graduate of the Ecole Nationale d’Administration (ENA), the Institut d’Etudes Politiques (Paris) and the Ecole Normale Supérieure (Economics) and holds a Master in Economics from the University of Paris.

Paul Evans

Paul Evans is appointed Chief Executive Officer of AXA Global Life & Savings and of AXA Global Health. He joins the Group’s Management Committee.

Since 2010, he has been Chief Executive of AXA UK and Ireland, and Chairman of AXA Corporate Solutions since 2014. He joined the AXA Group Executive Committee in 2010.

He has previously held the role of Group Finance Director for AXA UK and was Chief Executive of AXA Life between 2003 and 2010.

Paul Evans joined AXA in January 2000 following a 13-year career with PricewaterhouseCoopers.

He is Chairman of the Board of the Association of British Insurers (ABI).

He graduated from Imperial College London, having obtained a BSc in Mathematics. He is a member of the Institute of Chartered Accountants.

Gérald Harlin

Gérald Harlin joins the Group’s Management Committee.

Gérald Harlin has been Group Chief Financial Officer and a member of the Group’s Executive Committee since 2010.

Gérald Harlin started working for the AXA Group in 1990 as Corporate Treasurer and became Head of Corporate Finance in 1991. In 1994, he was named Chief Financial Officer of AXA Asset Management Europe and its subsidiaries and Managing Director of AXA Banque. He joined AXA France in 1997 as Chief Investment Manager. In 2000 he was appointed Market Program Manager of AXA France in charge of CRM and marketing products. He became Chief financial Officer of AXA France in 2001. He then became Executive Vice President, Finance & Control of the AXA Group, in March 2003.

Before joining AXA, from 1979 to 1990, Gérald Harlin held several positions with the Total Group. He was Head of Corporate Finance Department for North America, Mining & Chemical Subsidiaries from 1989 to 1990.

Gérald Harlin is a graduate of ESSEC.

Nick Lane

Nick Lane is appointed Chief Executive Officer of AXA Japan.

He was previously Head of Life and Retirement at AXA US since 2013. Prior to this current role, Nick Lane was President of AXA Equitable’s Individual Annuity and Employer-Sponsored business lines. Previously, he served from 2008 as Business Support Development Director for the U.S. and asset management operations and then as head of Group Strategic Planning at AXA’s head office in Paris.

He joined AXA Equitable in 2005 as Vice President and founding member of the Strategic Initiatives Group and held several positions particularly in the distribution.

Before joining AXA Equitable, Nick Lane was a leader in the sales and marketing practice of the global management consulting firm McKinsey & Co.

Nick Lane holds a B.A. from Princeton University and an M.B.A. from Harvard Business School.

Wilm Langenbach

Wilm Langenbach is appointed Chief Executive Officer of AXA Emerging Markets, EMEALA (Europe, Middle-East, Africa and Latin America).

He was previously Chief Operating Officer of the Mediterranean and Latin America Region since 2015.

Before joining AXA, Wilm Langenbach worked for McKinsey & Company, where he was Senior Partner and co-leader of the European Insurance and Asset Management Practice. In his roles, he has advised numerous financial institutions on strategy, productivity improvement, organization, functional and operational transformation programs.

He holds an MBA in finance from the University of Texas, and a German doctorate in business administration from the WHU – Otto Beisheim School of Management.

Jean-Louis Laurent-Josi

Jean-Louis Laurent Josi has been Chief Executive Officer of AXA Asia and a member of AXA Group’s Management Committee since March 2015.

Prior to this role, Jean-Louis Laurent Josi served as President and CEO of AXA Japan and, before that, as CEO of AXA Gulf and the Middle East.

He has spent his entire career in the banking and insurance industry holding numerous senior executive roles including Managing Director of a Belgian bank, as well as Head of Retail and SME Insurance and Executive Committee member of Winterthur-Europe Assurances. Following the acquisition of Winterthur by AXA in 2006, Jean-Louis assumed the role of Head of Multi- distribution of AXA Belgium and also had a seat on the Executive Committee.

Jean-Louis Laurent Josi holds a Master’s degree in Administration and Management and a postgraduate degree in Actuarial Sciences from the Université Catholique de Louvain in Belgium and also an MBA from the College of Insurance, New York.

Gaëlle Olivier

Gaëlle Olivier is appointed Chief Executive Officer of AXA Global P&C and joins the Group’s Management Committee.

Since 2016, she has been the Chief Executive Officer of AXA Entreprises within AXA France.

Gaëlle Olivier joined the AXA Group in 1998, holding several positions at AXA Investment Managers and AXA Group. In 2004 she joined AXA Japan, as Head of Investment Operations and subsequently as Head of Strategy, Audit and in charge of Winterthur Japan integration. She became AXA Group Head of Communications and Corporate Responsibility in 2009 before taking a new assignment in Asia as Chief Executive Officer for the Property & Casualty Insurance business at AXA Asia in 2011.

Before joining AXA, Gaëlle Olivier worked at Le Credit Lyonnais in Financial Engineering of Equity Derivative products.

Gaëlle Olivier is a graduate of the Ecole Polytechnique, ENSAE and a chartered actuary from the Institut des Actuaires.

Mark Pearson

Mark Pearson has been Chief Executive Officer of AXA US and a member of AXA Group’s Management Committee since 2011.

Mark Pearson joined the AXA Group in 1995 with the acquisition of National Mutual. He was appointed regional chief executive of AXA Asia Life in 2001. In 2008, he was named President and Chief Executive Officer of AXA Japan.

Before joining AXA, Mark Pearson spent approximately 20 years in the insurance sector, holding several senior management positions at Hill Samuel, Schroders, National Mutual and Friends Provident.

He is a Fellow of the Chartered Association of Certified Accountants.

Jacques de Peretti

Jacques de Peretti is appointed Chief Executive Officer of AXA France and joins the Group’s Management Committee.

Since 2015, he has been President and Chief Executive Officer of AXA Life Japan and a member of the AXA Group Executive Committee.

Jacques de Peretti joined the AXA Group with the UAP merge in 1996. He managed different AXA France regions, before joining the AXA France Executive Committee in 2001 and being appointed CEO of AXA Courtage (the former broker dedicated company of AXA France) in 2001, CEO of AXA Entreprises in 2003, CEO of AXA Particuliers/Professionnels in 2009.

Jacques de Peretti is a graduate of Ecole Polytechnique of Paris, Ecole Nationale Supérieure d' Aéronautique et de l'Espace of Toulouse (France), and the Institut d'Etudes Politiques of Toulouse (France). He holds a Master of sciences from Stanford University (USA) and a post graduate degree in actuarial sciences from the Institut des Actuaires Français.

Rino Piazzolla

Rino Piazzolla is appointed Group Human Resources Director.

He was previously Chief Human Resources Officer of AXA US since 2011.

Prior to joining AXA Equitable, Rino Piazzolla was Group Head of Human Resources for UniCredit from 2005 to 2011.

Previously, Rino Piazzolla held various positions in the human resources sector at S.C. Johnson Wax Italy, Pepsico and General Electric’s.

Rino Piazzolla studied philosophy at Universita Statale in Milan.

Hassan El Shabrawishi

Hassan El-Shabrawishi is appointed Group Chief Innovation Officer.

He was previously Chief Executive Officer for AXA in Egypt since September 2014.

Hassan El-Shabrawishi joined AXA in 2010 as a Business Transformation Leader for the Mediterranean and Latin America region. In 2013, he became Executive Assistant to the deputy CEO of AXA Group, leading strategic functions that included AXA’s large accounts’ management and global partnerships.

Before joining AXA, he held several positions in the insurance sector and at the International Finance Corporation (IFC), a member of the World Bank Group.

Hassan El-Shabrawishi is a certified director from the National Association of Corporate Directors in the US and holds an honors degree in Finance and Economics from Richmond University in London. He holds a MBA from the Instituto de Empresa Business School in Spain.

George Stansfield

George Stansfield is appointed Group General Secretary, in charge of Human Resources, Strategy, Sustainability and Public Affairs, Legal, Audit, Compliance, and GIE AXA, and joins the Group’s Management Committee.

He has been Head of Group Human Resources since 2010 and Group General Counsel since 2004. Prior to joining AXA’s Group Legal Department in Paris in 1996, George practiced law for 11 years in New York City where he was a corporate attorney in the Legal Department of AXA Equitable specialized in merger & acquisition transactions involving financial institutions, securities law and general corporate matters.

George Stansfield graduated from Georgetown Law School with his law degree in 1985 and from Trinity College with a degree in History in 1982. He was admitted to the New York Bar in 1986 and has been licensed as an attorney in New York since that time.

Véronique Weill

Véronique Weill is appointed Group Chief Customer Officer, in charge of Customer, Brand and Digital, and Chief Executive Officer of AXA Global Asset Management. She has been a member of AXA Group’s Management Committee since 2013.

Véronique Weill joined AXA in June 2006 as a Chief Executive Officer of AXA Business Services and Group Executive Vice President of Operational Excellence. In January 2008, she was appointed Executive Vice President IT and Operational Excellence of the Group.

In 2009, she joined the Group’s Executive Committee and became Chief Operating Officer, in charge of Marketing, Distribution, IT, Operational Excellence, Procurement and GIE AXA (headquarters' shared services).

Before joining AXA, Véronique Weill spent more than 20 years at J.P. Morgan and has notably served as global head of Investment Banking Operations and global head of IT & Operations for Asset Management and Private Clients.

Véronique Weill is a graduate of the Institut d'Etudes Politiques de Paris and of the Université la Sorbonne (Licence de Lettres).

Paris, July 29, 2016

AXA, Alibaba and Ant Financial Services announce global strategic partnership

AXA, Alibaba and Ant Financial Services have agreed to engage in a global strategic partnership to jointly explore opportunities to distribute AXA’s insurance products and services through Alibaba’s global ecommerce ecosystem, benefitting the businesses and consumers that transact via Alibaba’s marketplaces. The companies will seek to work together to co-innovate and to develop value-added products and services to customers around the world as well as to mutually support each other in developing and exploring new markets and segments.

The first phase of the proposed collaboration will focus on the following areas:

• on AliExpress, a global retail marketplace targeted at consumers worldwide, AXA would develop and provide insurance products for AliExpress’ global customers, such as extended warranties for repairs and/or damaged goods and enhanced online payment protection;

• on Alibaba’s wholesale marketplaces (Alibaba.com, 1688.com), AXA would provide insurance products to small and medium businesses from all over the world that are already trading on these platforms;

• through Ant Financial Services (an Alibaba-affiliate which provides financial services), AXA would offer travel insurance products for Chinese travelers going overseas.

These insurance products and services would be developed by AXA’s local entities according to the customers’ local requirements.

“Forming partnerships with the most forward-thinking companies is part of our strategy to seize new business opportunities. This proposed collaboration with Alibaba could provide us with a unique global and direct distribution channel, and we are looking forward to serving Alibaba’s customers and to developing bespoke and innovative insurance products and services for them. Thanks to Alibaba’s unrivaled knowledge of its home market, this partnership will also help us further accelerate our development in China, where we already are the n.1 international insurer1”, said Thomas Buberl, Deputy CEO of AXA2.

“Our collaboration with industry-leader AXA is a key part of Alibaba's globalization strategy and our vision to enable small businesses and consumers alike to enjoy the convenience and benefits of e- commerce in a safe trading environment,” said Michael Evans, President, Alibaba Group. “As cross- border e-commerce grows rapidly, it is critical that we evolve our services and offerings to the businesses and consumers that conduct trade on our platforms. The collaboration between AXA and Alibaba will enable us to create new solutions and ultimately improve the overall customer experience.”

About Alibaba Group

Alibaba Group’s mission is to make it easy to do business anywhere. It is the largest retail commerce company in the world in terms of gross merchandise volume. Founded in 1999, the company provides the fundamental technology infrastructure and marketing reach to help merchants, brands and other businesses that provide products, services and digital content to leverage the power of the Internet to engage with their users and customers.

About Ant Financial Services Group

Ant Financial Services Group is focused on serving small and micro enterprises as well as consumers. With the vision “bring small and beautiful changes to the world,” Ant Financial is dedicated to building an open ecosystem of Internet thinking and technologies while working with other financial institutions to support the future financial needs of society. Businesses operated by Ant Financial Services Group include Alipay, Ant Fortune, Ant Financial Cloud, Sesame Credit and MYbank.

Alibaba Group media contact: Molly Morgan +44 20 7395 8329 [email protected]

1 Source: CIRC statistics as of December 31, 2015, in terms of GWP. 2 Thomas Buberl will be CEO of AXA as of September 1, 2016.

Paris, August 4, 2016

AXA to sell its Romanian operations to Vienna Insurance Group

AXA announced today it had entered into an agreement with Vienna Insurance Group to sell its Life & Savings insurance operations in Romania and exit the Romanian market. Under the terms of the agreement, Vienna Insurance Group would acquire 100% of AXA Life Insurance SA1 through its BCR Life and Omniasig entities.

The parties agreed not to disclose the terms and conditions of the transaction.

Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals.

1 AXA Life Insurance SA is the AXA Life & Savings operating entity in Romania

Paris, September 1, 2016

Denis Duverne is appointed Chairman of AXA’s Board of Directors

Thomas Buberl is appointed AXA’s Chief Executive Officer

During its meeting held today, and following Henri de Castries’s decision to step down from the Board of Directors as announced on the 21st of March 20161, AXA’s Board of Directors has:

- appointed Denis Duverne as non-executive Chairman of the Board of Directors,

- appointed Thomas Buberl as Chief Executive Officer of the Group and co-opted him as Director.

These appointments are effective as of today.

“I am very honored by the confidence that AXA’s Board of Directors has placed in me in this new role and I look forward to pursuing a very effective and open management of our Board. I am fully committed to support Thomas Buberl, our new CEO, in the implementation of the Group's strategy. On behalf of all the AXA Group’s employees, I would like once again to very warmly thank Henri de Castries for all he has achieved and brought to AXA over the years. On a personal note, I would also like to thank him for his invaluable advice and friendship we have built over the years”, said Denis Duverne, Chairman of AXA.

AXA also announced today the composition of a new Partners group that will be the successor of the Group’s Executive Committee. The Partners group will be composed of the Group’s Management Committee members plus 30 other senior executives from across the Group. This new group will meet quarterly to review the development and implementation of key strategic initiatives in the context of Ambition 2020.

“This is a great privilege for me to lead AXA, and I would like to thank the Board of Directors for their trust. I am committed to deliver on our Ambition 2020 strategic plan with the support of all of our employees and take-up these future challenges with enthusiasm. The quality and depth of our talent pools is one of our greatest assets, and I am very proud to see the constitution of this Partners group, with such a talented array of senior executives from across the Group. They will bring their experience and vision to support the Management Committee and contribute to lead AXA towards a new phase of its development focused on transformation of the customer experience and our business model”, said Thomas Buberl, Chief Executive Officer of AXA.

A complete list of the members of the Partners group is available here: https://www.axa.com/en/about-us/executive-management

1 https://www.axa.com/en/newsroom/press-releases/henri-de-castries-retire-on-september-2016

Paris, September 9, 2016

AXA announced the successful placement of USD 850 million undated subordinated notes

AXA announced today the successful placement, notably to Asian investors, of USD 850 million of Reg S 4.5% undated subordinated notes to refinance, in advance, part of its outstanding debt.

Settlement of the notes is expected to take place on September 15, 2016.

The notes have been swapped into Euro.

The notes will be treated as capital from a regulatory and rating agencies’ perspective within applicable limits. The transaction has been structured for the notes to be eligible as Tier 2 capital under Solvency II.

Paris, September 15, 2016

Elimination of dilutive impact of Shareplan 2016

In the context of the AXA Group’s 2016 employee share offering (Shareplan 2016)1 and in order to eliminate any associated dilutive effect, AXA has executed today a share repurchase agreement with an investment services provider, whereby AXA will buyback shares for a maximum amount of € 461,900,000, in accordance with the terms of its share repurchase program2 with a view to cancelling them.

The price per share to be paid by AXA shall be determined on the basis of the arithmetic mean of the daily volume-weighted average prices calculated over a period of 20 trading days commencing on September 16, 2016 and corresponding to the fixing period for the shares to be issued under Shareplan 2016. Share buyback transactions by the investment services provider in relation to this agreement will not extend beyond December 1, 2016.

1 The AXA Group’s 2016 employee share offering (Shareplan 2016) has been authorized by the General Shareholders’ Meeting of April 27, 2016. Please refer to the press release issued on August 26, 2016 for further information on Shareplan 2016. 2 AXA share repurchase program has been authorized by the General Shareholders’ Meeting of April 27 2016.

Paris, September 30, 2016

AXA has completed the acquisition of Liberty Ubezpieczenia in Poland

AXA announced today that it had completed the acquisition of Liberty Ubezpieczenia, the Polish Property & Casualty operations of Liberty Mutual Insurance Group for a total consideration of PLN 101.3 million1 (or Euro 23.5 million2).

This transaction allows AXA to further strengthen its presence in Poland, which is one of the most attractive insurance markets in Central and Eastern Europe.

1 Subject to purchase price adjustment 2 1 EUR = 4.3056 PLN as of September 29, 2016 (Source: Bloomberg).

Paris, October 21, 2016

AXA has completed the sale of its UK offshore investment bonds business based in the Isle of Man to Life Company Consolidation Group

AXA announced today that it had completed the sale of its offshore investment bonds business based in the Isle of Man (“AXA Isle of Man”) to Life Company Consolidation Group (LCCG).

AXA also announced that it had signed an agreement with LCCG for the disposal of AXA Life Europe Limited’s Offshore Investment Bonds business (Euro 2.2 million revenues in 2015), which was distributed and administrated by AXA Isle of Man. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals, and is expected to occur in early 2017. The parties agreed not to disclose the terms and conditions of the transaction.

Paris, November 1, 2016

AXA has completed the sale of its UK Life & Savings businesses

AXA announced today that it had completed the sale of its wrap platform business “Elevate” to Standard Life plc, and of its (non-platform) investment, pensions and direct protection (“Sunlife”) businesses to Phoenix Group Holdings. This follows the announcement made on October 21st for the closing of the UK offshore investment bonds business (“AXA Isle of Man”) disposal. AXA UK Property & Casualty, Health and Asset Management (“Architas”) operations are not part of these transactions.

AXA recorded an exceptional negative P&L impact of ca. Euro 0.4 billion, accounted for in net income1 during the first half of 2016.

1 AXA also realized an exceptional gain of ca. USD 1.1 billion (or ca. Euro 1.0 billion) after tax on the disposal of two real estate properties in the US, accounted for in Net Income during the first half of 2016.

Paris, November 2, 2016

AXA has completed the sale of its banking operations to OTP Bank plc

AXA announced today that it had completed the sale of its Hungarian banking operations to OTP bank plc.

This transaction is the final step in the repositioning of AXA Bank Europe as a fully focused Belgian retail bank, serving almost one million clients and operating jointly with AXA Insurance in Belgium.

Paris, November 3, 2016

9M16 Activity Indicators - Discipline and resilience

> Total revenues up 0.4% to Euro 75.7 billion

> Life & Savings net flows of Euro +4.9 billion; APE at Euro 4.8 billion; NBV margin at 38%

> Property & Casualty revenues up 3.4% to Euro 25.4 billion

> Asset Management net flows at Euro +18.0 billion

“AXA continued to deliver disciplined growth during the first nine months of 2016, in line with the priorities of our new Ambition 2020 plan”, said Thomas Buberl, Chief Executive Officer of AXA.

“Life & Savings business recorded strong net inflows in Protection & Health, capital light Savings and Unit-Linked, maintaining high new business margins even in the context of a challenging macroeconomic environment. Property & Casualty revenues continued to grow, in both personal and commercial lines, benefitting from our strong market positions in key geographies. Asset management net inflows were also strong for the first nine months.”

“Our balance sheet strength has been demonstrated once more by our resilient Solvency II ratio, well within our target range, and by our recent upgrade to AA- by Standard & Poor’s.”

“In the third quarter, AXA was recognized as the leading global insurance brand for the eighth consecutive year and joined the top 3 global financial services brands, a reflection of the trust of our more than 100 million customers around the world.”

Activity indicators: Key figures In Euro billion 9M15 9M16 Change on a Change on a restated1 reported comparable basis basis

Life & Savings revenues 44.5 44.2 -0.9% -1.0% Net flows +6.2 +4.9 APE2 4.8 4.8 -0.4% -0.3% NBV3 1.8 1.8 0.0% -1.3% NBV margin (%) 38% 38% +0.2 pt -0.4 pt Property & Casualty revenues 24.8 25.4 +2.3% +3.4% International Insurance revenues 2.9 3.0 +4.7% +3.3% Asset Management revenues 2.9 2.7 -6.5% -5.8% Net flows +32.1 +18.0 Total revenues 75.7 75.7 +0.1% +0.4% Economic revenues4 75.3 76.0 +1.0% +1.3%

1H16 9M16 Solvency II ratio5 (%) 197% 191% -6 pts

9M16 Key Highlights

Total revenues6 were up 0.4%, as growth in Property & Casualty and International Insurance was partly offset by Life & Savings and Asset Management: 7 � Life & Savings revenues were down 1% as growth in G/A Savings and Protection & Health8 was more than offset by lower revenues in Unit-Linked and Mutual Funds & other; � Property & Casualty revenues were up 3%, mainly driven by a positive price effect of 3% on average; � International Insurance revenues were up 3% mainly driven by AXA Assistance up 6% and AXA Corporate Solutions up 3%; � Asset Management revenues were down 6% mainly due to lower management fees at AXA IM and AB.

Total economic revenues4 were up 1.3% to Euro 76.0 billion, the main difference in growth versus total revenues was driven by China and Italy.

Health revenues9 (reported above in L&S or P&C) were up 3% to Euro 9.1 billion driven by Mexico, France, Germany and UK & Ireland, partly offset by lower business in the Gulf region.

Life & Savings:

ACTIVITY INDICATORS ACTIVITY � New Business Volume (Annual Premium Equivalent, APE) growth improved in the third quarter. Over the past nine months, sales were stable as growth in G/A Savings and Protection & Health was offset by Unit-Linked and Mutual Funds & Other.

� New Business Value (NBV) margin was down 0.4 point to 38% as a lower margin in China was mostly offset by an improved business mix in Switzerland. New Business Value decreased by 1% to Euro 1.8 billion.

� Life & Savings net flows amounted to Euro +4.9 billion. This was mainly driven by Protection & Health at Euro +4.7 billion and Unit-Linked10 at Euro +1.1 billion, partly offset by G/A Savings10 at Euro -0.9 billion, in line with our strategy.

Solvency II ratio at September 30, 2016:

Solvency II ratio was at 191%, down 6 points versus June 30, 2016, as the negative impacts of a change in EIOPA’s reference portfolio11 (-6 points), adverse 12

SOLVENCY financial market conditions and estimated dividend accrual were partially offset by the operating return contribution.

Main transactions since June 30, 2016: � Announcement to sell the Serbian operations to Vienna Insurance Group and exit the Serbian market on July 7, 2016. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals;

� Announcement of a global strategic partnership between AXA, Alibaba and Ant Financial Services on July 29, 2016, to jointly explore opportunities to distribute AXA’s insurance products and services through Alibaba’s global ecommerce ecosystem;

Announcement to sell the Life & Savings operations in Romania to Vienna � Insurance Group and exit the Romanian market on August 4, 2016. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals;

� Announcement of the successful placement of USD 850 million undated subordinated notes on September 9, 2016, to refinance, in advance, part of AXA’s outstanding debt; � Completion of the acquisition of Liberty Ubezpieczenia, the Polish Property &

CAPITAL MANAGEMENT CAPITAL Casualty operations of Liberty Mutual Insurance Group for a total consideration of PLN 101.3 million13 (or Euro 23.5 million14) on September 30, 2016; � Completion of the sale of AXA’s UK offshore investment bonds business based in the Isle of Man (“AXA Isle of Man”) to Life Company Consolidation Group (LCCG) on October 21, 2016; � Completion of the sale of AXA’s UK wrap platform business (“Elevate”) to Standard Life plc, and of its UK non-platform investment, pensions and direct protection (“SunLife”) businesses to Phoenix Group Holdings on November 1, 2016; � Completion of the sale of AXA’s Hungarian banking operations to OTP bank plc on November 2, 2016.

� On October 27, 2016, S&P Global Ratings upgraded its long-term financial strength rating of AXA’s core operating subsidiaries to ‘AA-’ with a stable outlook, from ‘A+’ with a positive outlook.

� On July 25, 2016, Moody’s Investors Services reaffirmed the ‘Aa3’ insurance financial strength ratings of AXA’s principle insurance subsidiaries, maintaining a

RATINGS stable outlook. � On June 28, 2016, Fitch reaffirmed all AXA entities' insurer financial strength ratings at ‘AA-’, maintaining a stable outlook.

Life & Savings

Key figures APE NBV NBV margin 9M15 % 9M15 % 9M15 In Euro million 1 9M16 1 9M16 1 9M16 restated change restated change restated Protection & Health 1,931 1,917 +4% 1,007 1,071 +4% 52% 56% Unit-Linked 1,686 1,386 -15% 655 528 -18% 39% 38% G/A Savings 642 1,051 +23% 109 198 +44% 17% 19% of which capital light15 417 609 +16% 103 156 +40% 25% 26% Mutual funds & other 530 417 -12% 53 27 -34% 10% 7% Total 4,790 4,771 0% 1,824 1,824 -1% 38% 38% of which mature 3,826 3,745 -4% 1,335 1,376 0% 35% 37% markets of which high growth 964 1,025 +14% 489 448 -5% 51% 44% markets

New Business Volume (Annual Premium Equivalent, APE) growth improved in the third quarter, and was stable over nine months as growth in G/A Savings and Protection & Health was offset by Unit-Linked and Mutual Funds & Other.

In high growth markets, APE growth accelerated to 14%, reflecting strong momentum in China, and recovering sales in Hong Kong. In mature markets, APE was down 4%, as growth in Japan and Germany, was more than offset by lower new business in Italy, France, and Belgium.

• Protection & Health APE (40% of total) was up 4%, mainly driven by France following higher sales of Group Health business in the context of the ANI law (Accord National Interprofessionnel), Hong Kong both from a large Group Health contract and the successful launch of a new Protection product, as well as Switzerland from a large Group Protection contract.

• Unit-Linked APE (29% of total) was down 15%, mainly driven by Italy, Belgium and France following adverse financial market conditions, as well as Hong Kong due to the non-repeat of both the exceptional sale of several large contracts and the carryover of accelerated sales in anticipation of January 1, 2015 regulatory changes. This was partly offset by the US, from higher sales of non-GMxB Variable Annuities products more than offsetting the decrease in GMxB Variable Annuities sales.

• G/A Savings APE (22% of total) was up 23%, mainly in China following higher Chinese New Year sales and, in the subsequent quarters, stronger sales of higher margin whole life savings products, Japan following the continued success of the G/A capital light product, as well as Hong Kong including the successful launch of a G/A capital light product, partly offset by lower sales in France and Switzerland, in line with our strategy.

• Mutual Funds & Other APE (9% of total) was down 12%, mainly due to the non-repeat of the exceptional sale of a large contract in France in 1Q15 and lower sales in the US.

NBV margin was down 0.4 point to 38% mainly driven by a deterioration in South East Asia, India & China with higher volumes and a seasonal unfavorable business mix in China at the beginning of the year and in the US due to a shift from GMxB Variable Annuity products to non-GMxB Variable Annuity products, mostly offset by an improvement in Switzerland with higher volumes in profitable Group Protection business. As a consequence, NBV was down 1% to Euro 1.8 billion.

Life & Savings net flows amounted to Euro +4.9 billion. This was mainly driven by:

• Protection & Health at Euro +4.7 billion driven by positive business developments mainly in France, Japan, Hong Kong, and Switzerland;

• Unit-Linked at Euro +1.1 billion mainly driven by France, the US from non-GMxB Variable Annuities and Germany, partly offset by outflows in Italy and the Variable Annuity GMxB buyout offer in the US (Euro -0.7 billion).

This was partly offset by:

• G/A Savings at Euro -0.9 billion where strong inflows of G/A capital light products, notably in Italy and Japan, were more than offset by outflows of traditional G/A products, in line with our strategy.

Property & Casualty

Key figures Revenues 9M16 price effect

In Euro billion 9M15 9M16 % change % change Personal 14.2 14.3 +4% +4.2% Commercial 10.5 10.9 +2% +2.4%16 Other 0.2 0.2 +66% Total 24.8 25.4 +3% +3.4% of which mature markets 18.9 19.3 +2% +1.4% of which high growth 3.8 3.9 +10% +11.3% markets of which Direct 2.1 2.2 +6% +6.4%

Revenues were up 3% mainly driven by a positive price effect of 3% on average.

• Mature markets revenues were up 2%, mostly driven by tariff increases, notably in UK & Ireland.

• High growth markets revenues increased by 10%, mainly driven by Turkey, due to significant tariff increases. Excluding Turkey, revenues increased by 5%, mainly driven by Mexico from both tariff increases and higher volumes in Health business.

• Direct revenues were up 6% mainly driven by strong growth in Japan, the UK, France and Poland, partly offset by South Korea following pruning actions.

Personal lines revenues increased by 4%, mainly driven by (i) the MedLA region, mostly in Turkey following the above-mentioned tariff increases, (ii) the Direct business, with an overall tariff strengthening, strong volume growth in France, Japan and Poland, and the success of retention initiatives in the UK, (iii) UK & Ireland due to Motor and Health, (iv) France and (v) Germany.

Personal lines net new contracts amounted to +280k mainly driven by strong business growth in Asia (+337k), mostly in Malaysia, and UK & Ireland (+88k), partly offset by Turkey (-124k) due to selective underwriting and by France (-88k) in the context of the Hamon law.

Commercial lines revenues increased by 2%, mainly driven by (i) the MedLA region, mostly in Mexico following strong growth in Health and Motor, and Turkey, partly offset by the Gulf region, (ii) UK & Ireland due to higher volumes in Motor and Health, partly offset by (iii) France.

Asset Management

Average Assets under Revenues Net flows Key figures Management (Euro million) (Euro billion) (Euro billion) In Euro billion 9M15 9M16 % change 9M15 9M16 % change 9M15 9M16 AXA IM 947 887 -5% 624 593 -4% +27 +30 AB 1,968 1,840 -6% 457 459 +1% +5 -12 Total 2,915 2,727 -6% 1,081 1,052 -2% +32 +18

Asset Management net inflows amounted to Euro 18 billion in 9M16. AXA IM recorded Euro 30 billion of net inflows, mostly from Asian Joint Ventures (Euro 27 billion or Euro 11 billion on a group share basis17). AB recorded net outflows of Euro 12 billion, mainly following the loss of two large mandates in the institutional channel.

Assets under Management amounted to Euro 1,167 billion as of September 30, 2016, up 4% from December 31, 2015, as positive market effects and net inflows were partly offset by the unfavorable forex impact from the strengthening of Euro and the withdrawal of the second tranche of the Friends Life portfolio at AXA IM.

Average Assets under Management were down 2% at Euro 1,052 billion mainly driven by the unfavorable foreign exchange impact in both AXA IM and AB and the withdrawal of the first tranche of Friends Life portfolio in 4Q15, partly offset by positive market effects.

Asset Management revenues were down 6% due to (i) lower management fees mainly driven by lower average Assets under Management at AXA IM and a decrease in average management fee bps at AB linked to a higher share of fixed income products, and (ii) lower distribution fees.

Notes 1. 9M15 figures are restated for the sale of the UK Life & Savings business. 2. Annual Premium Equivalent (APE) represents 100% of new business regular premiums + 10% of new business single premiums. APE is Group Share. 3. New Business Value is Group Share. 4. Economic revenues are Group Share. 5. The Solvency II ratio is based on AXA’s internal model calibrated based on adverse 1/200 year shock and assuming US equivalence. AXA’s internal model was approved by ACPR on November 18, 2015. Solvency II took effect January 1, 2016. 6. Including Banking revenues which were down 6% to Euro 463 million in 9M16 (vs. Euro 493 million in 9M15). 7. General Account. 8. General Account Protection and Health. 9. Health is reported in Life & Savings (France, Germany, Greece, Hong Kong, Indonesia, Japan, Singapore and the US) or Property & Casualty (Belgium, Direct, Hong Kong, Luxembourg, Malaysia, MedLA excl. Greece, Singapore, Thailand and UK & Ireland) in line with reporting standards. The additional focus on Health is in line with the new strategy and organization dedicated to the Health business. 10. 9M15 figures were restated to take into account the reclassification at 1H16 of non-GMxB Variable Annuity products (Structured Capital Strategies) in the US from G/A Savings to Unit- Linked, to align with the classification for APE and NBV. 11. On an annual basis, the EIOPA reviews the weights of the reference portfolio used to compute the Volatility Adjuster in the Solvency II framework. On September 30, 2016, weights of corporate and government bonds were reduced. 12. Solvency II ratio is estimated including a theoretical amount for dividends accrued for the third quarter of 2016 based on one fourth of the full year dividend paid in 2016 for FY 2015. Dividends are proposed by the Board in its discretion based on a variety of factors described in AXA’s Annual Reports and then submitted to AXA’s shareholders for approval. This estimate should not be considered in any way to be an indication of the actual dividend amount, if any, for the 2016 financial year. 13. Subject to purchase price adjustment. 14. 1 EUR = 4.3056 PLN as of September 29, 2016 (Source: Bloomberg). 15. General Account Savings products which, at inception, create more AFR than the economic capital they consume. 16. Renewals only. 17. AXA IM’s joint ventures in Asia (China, South Korea and India) are included at 100% in net flows, opening and closing assets under management but are excluded from revenues and average assets under management as they are not fully consolidated.

All comments are on a comparable basis (constant Forex, scope and methodology). Actuarial and financial assumptions are not updated on a quarterly basis in NBV calculation, except for interest rates which are hedged at point of sale for GMxB Variable Annuity products. Actuarial and other financial assumptions will be updated at year-end 2016. Numbers herein have not been audited. APE and NBV are both in line with the Group’s EEV disclosure. They are non-GAAP measures which Management uses as key indicators of performance in assessing AXA’s Life & Savings business and believes to provide useful and important information to shareholders and investors.

Definitions

Life & Savings high growth markets: APE and NBV: China, Czech Republic, Hong Kong, India, Indonesia, Mexico, Morocco, Philippines, Poland, Singapore, Thailand and Turkey; Revenues: Colombia, Czech Republic, Hong Kong, Indonesia (excl. bancassurance entity), Mexico, Morocco, Poland, Singapore, Slovakia and Turkey.

Property & Casualty high growth markets: Revenues: Brazil, Colombia, the Gulf region, Hong Kong, Malaysia, Mexico, Morocco, Singapore, Thailand, and Turkey.

NORCEE (Northern, Central and Eastern Europe – L&S and P&C): Belgium, Central & Eastern Europe (Poland (L&S only), Czech Republic and Slovakia), Germany, Luxembourg, Russia (P&C only) and Switzerland; Luxembourg APE and NBV are not modeled; Russia (RESO) is not included in revenues due to consolidation under equity method.

South-East Asia, India and China (L&S): APE and NBV: China, India, Indonesia, Philippines, Singapore and Thailand; Revenues: Singapore and non-bancassurance subsidiaries in Indonesia and Thailand; China, India, Philippines, and bancassurance business in Indonesia and Thailand are not included in revenues due to consolidation under equity method; Malaysian operations are not consolidated.

MedLA (Mediterranean and Latin American Region – L&S and P&C): Brazil (P&C only), Colombia, Greece, the Gulf region (P&C only), Italy, Mexico, Morocco, Portugal, Spain and Turkey. Lebanon and Nigeria are not included in revenues due to consolidation under equity method (P&C only).

Asia (P&C): Hong Kong, Malaysia, Singapore and Thailand. China and India are not included in revenues due to consolidation under equity method. Indonesian operations are not consolidated.

Direct (P&C): AXA Global Direct (Belgium, France, Italy, Japan, Poland, South Korea and Spain), UK Direct operations. In France, Natio is not included in revenues due to consolidation under equity method.

APPENDIX 1: AXA GROUP IFRS REVENUES AXA Group IFRS revenues – Contributions & growth by segment and country/region 9M15 IFRS revenues change 9M16 In Euro million restated Comp. IFRS Reported IFRS basis United States 10,148 10,420 +3% +3% France 11,787 11,367 -4% -5% i NORCEE 12,780 12,090 -5% -4% of which Germany 4,917 4,938 0% 0% of which Switzerland 6,205 5,979 -4% -1% of which Belgium 1,313 859 -35% -35% of which Central Eastern Europe 245 217 -11% -10% Asia Pacific 5,266 6,338 +20% +15% of which Japan 3,021 3,969 +31% +18% of which Hong Kong 1,855 1,933 +4% +11% of which South-East Asia, India & 390 437 +12% +13% China MedLA 4,308 3,798 -12% -9% of which Spain 526 649 +24% +24% ii of which Italy 3,148 2,653 -16% -16% iii of which Other 634 496 -22% +2% iv Other 256 146 -43% -35% Life & Savings 44,546 44,159 -1% -1% of which mature markets 41,545 41,117 -1% -2% of which high growth markets 3,001 3,043 +1% +8% NORCEEi 7,889 7,904 0% +1% of which Germany 3,236 3,310 +2% +2% of which Belgium 1,564 1,573 +1% +1% of which Switzerland 3,004 2,932 -2% +1% France 4,849 5,399 +11% 0% MedLA 5,512 5,385 -2% +7% of which Spain 1,167 1,170 0% 0% of which Italy 1,102 1,094 -1% -1% of which Mexico 1,075 1,004 -7% +10% of which Turkey 676 817 +21% +33% v of which Other 1,493 1,300 -13% +3% United Kingdom & Ireland 3,608 3,658 +1% +7% Asia 865 851 -2% 0% Direct 2,074 2,160 +4% +6% Property & Casualty 24,797 25,357 +2% +3% of which mature markets 18,875 19,294 +2% +2% of which Direct 2,074 2,160 +4% +6% of which total High Growth 3,848 3,903 +1% +10% AXA Corporate Solutions Assurance 1,854 1,947 +5% +3% Other International activities 1,047 1,090 +4% +5% International Insurance 2,901 3,037 +5% +3% AB 1,968 1,840 -7% -6% AXA Investment Managers 947 887 -6% -5% Asset Management 2,915 2,727 -6% -6% Banking vi 493 463 -6% -6% TOTAL 75,652 75,743 0% 0% I Including Luxembourg ii Pure Unit-Linked products sold at AXA MPS are accounted as investment products under IFRS and contribute to APE but not to revenues

iii Colombia, Greece, Mexico, Morocco, Portugal (only for 9M15) and Turkey iv Architas, AXA Life Invest Services, Family Protect and AXA Life Europe-UK v Brazil, Colombia, Greece, the Gulf region, Morocco and Portugal (only for 9M15) vi and other companies

APPENDIX 2: AXA GROUP – IFRS REVENUES IN LOCAL CURRENCY – DISCRETE QUARTERS

In million local currency except Japan in billion 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 Life & Savings United States 3,603 3,941 3,766 3,937 3,809 3,917 3,905 France 4,427 3,797 3,563 4,207 4,032 3,735 3,600 United Kingdom 130 148 119 115 113 - - NORCEE Germany 1,638 1,662 1,617 1,733 1,657 1,668 1,614 Switzerland 4,408 1,259 920 1,145 4,490 1,120 928 Belgium 589 432 293 402 331 283 245 Central & Eastern Europei 83 78 83 53 69 76 73 Asia Pacific Japan 136 133 138 161 164 159 157 Hong Kong 5,284 5,141 5,603 5,729 5,514 5,283 5,951 MedLA i 1,462 1,711 1,135 1,397 1,535 1,318 945 Property & Casualty NORCEE Germany 1,805 649 781 674 1,844 672 793 Switzerland 2,743 289 156 154 2,763 294 149 Belgium 618 475 471 446 622 480 471 France 2,136 1,206 1,507 1,171 2,361 1,345 1,693 MedLA i 2,130 1,796 1,586 1,984 2,020 1,791 1,574 United Kingdom & Irelandii 863 933 829 879 943 1,056 939 Asiai 315 274 276 234 322 268 261 Directi 661 728 685 658 717 734 708 International Insurance AXA Corporate Solutions Assurance 1,067 384 402 401 1,196 350 401 Other international activitiesi 387 324 336 313 409 343 338

Asset Management AB 728 749 716 695 673 685 696 AXA Investment Managers 309 323 316 295 273 310 304 Bankingi 174 127 192 128 145 152 166 i In Euro million due to multiple local currencies ii Ireland revenues are in GBP in this table

APPENDIX 3: LIFE & SAVINGS – NEW BUSINESS VOLUME (APE), VALUE (NBV) AND NBV MARGIN

In Euro million 9M16 APE by product Total APE NBV NBV Margin G/A Mutual Change on Change on Change on G/A Unit- 9M15 9M15 9M15 Protection funds & 9M16 a 9M16 a 9M16 a Savings Linked restated restated restated & Health other comparable comparable comparable United States 85 65 726 382 1,254 1,258 +1% 310 268 -14% 25% 21% -3pts France 671 347 230 2 1,246 1,249 -4% 326 313 -4% 26% 25% 0pt

NORCEE 410 108 65 28 668 611 -5% 263 287 +11% 39% 47% +7pts Germany 145 93 25 16 269 279 +4% 103 108 +6% 38% 39% +1pt Switzerland 231 4 10 1 261 246 +2% 109 137 +30% 42% 56% +12pts Belgium 17 11 7 0 77 35 -55% 31 21 -33% 40% 59% +19pts Central & Eastern Europe 17 0 23 11 60 51 -13% 20 21 +3% 34% 41% +6pts

Asia Pacific 682 385 249 0 1,166 1,316 +15% 779 818 +2% 67% 62% -8pts Japan 220 69 87 0 298 375 +13% 314 395 +13% 105% 105% 0pt Hong Kong 226 89 44 0 397 359 +3% 299 281 -2% 75% 78% -4pts South-East Asia, India & 236 227 118 0 471 582 +26% 166 142 -12% 35% 24% -10pts

MedLA 68 147 98 5 423 318 -22% 146 139 -8% 35% 44% +7pts Spain 29 21 12 5 57 68 +18% 34 54 +28% 60% 80% +6pts Italy 16 123 76 0 318 215 -32% 103 81 -23% 33% 38% +5pts Otheri 23 3 9 0 47 35 +5% 8 4 +6% 17% 13% 0pt

Otherii 0 0 18 0 34 18 -41% 0 0 n/a -1% 0% +1pt

Total 1,917 1,051 1,386 417 4,790 4,771 0% 1,824 1,824 -1% 38% 38% 0pt of which mature markets 1,415 733 1,192 406 3,826 3,745 -4% 1,335 1,376 0% 35% 37% +1pt of which high growth markets 501 319 194 11 964 1,025 +14% 489 448 -5% 51% 44% -9pts

i Colombia, Greece, Mexico, Morocco, Portugal (only for 9M15) and Turkey ii Architas, AXA Life Invest Services, Family Protect and AXA Life Europe-UK

APPENDIX 4: LIFE & SAVINGS – NET FLOWS

Net flows by country/region 9M15 In Euro billion 9M16 restated United States 0.0 0.0 France +2.1 +1.6 NORCEE +2.0 +0.7 Asia Pacifici +1.8 +2.7 MedLA +0.1 -0.2 Total Life & Savings net flows +6.2 +4.9 of which mature markets +4.4 +3.2 of which high growth markets +1.8 +1.7 i Asia Pacific: Hong Kong, Japan, South-East Asia, India & China; India & China are not included due to consolidation in equity method

Net flows by business line 9M15 In Euro billion 9M16 restated G/A Protection & Health +5.5 +4.7 G/A Savings i -3.0 -0.9 of which capital light ii -0.1 +2.7 of which traditional G/A -3.0 -3.6 Unit-Linked i +3.3 +1.1 Mutual funds & other +0.4 +0.1 Total Life & Savings net flows +6.2 +4.9 I 9M15 figures were restated to take into account the reclassification at 1H16 of non-GMxB Variable Annuity products (“Structured Capital Strategies”) in the US from G/A Savings to Unit- Linked, to align with the classification for APE and NBV. ii G/A Savings products which, at inception, create more AFR than the economic capital they consume.

APPENDIX 5: PROPERTY & CASUALTY – REVENUE CONTRIBUTION & GROWTH BY BUSINESS LINE

Property & Casualty revenues – contribution & growth by business line – 9M16 Personal Motor Personal Non-Motor Commercial Motor Commercial Non-Motor in Euro million Gross Change on Gross Change on Gross Change on Gross Change on revenues comp. revenues comp. basis revenues comp. basis revenues comp. basis basis

NORCEE 2,689 +1% 1,665 +1% 512 +1% 2,812 +1% of which Germany 1,104 +2% 817 +2% 186 -1% 947 +2% of which Belgium 427 0% 349 0% 193 +1% 600 +1% of which Switzerland 1,120 +1% 472 +1% 118 +6% 1,244 -1%

France 1,218 -1% 1,523 +4% 488 0% 2,180 -3%

MedLA 1,801 +7% 1,085 +2% 731 +14% 1,737 +5% of which Spain 514 -1% 375 -1% 48 +11% 238 +2% of which Italy 631 -3% 262 +4% 36 +14% 164 -3% of which Mexico 101 -4% 247 +11% 253 +9% 413 +14% of which Turkey 379 +53% 54 +22% 221 +19% 171 +18% of which otheri 176 +1% 147 -12% 174 +15% 752 -1%

United Kingdom & Ireland 551 +13% 1,124 +3% 455 +21% 1,584 +2%

Asia 219 +2% 209 +8% 60 -5% 369 -4%

Direct 1,881 +8% 301 0% - - - -

Total 8,359 +4% 5,897 +3% 2,246 +9% 8,684 +1% of which mature markets 5,616 +1% 4,971 +3% 1,540 +7% 7,000 0% of which high growth markets 862 +19% 625 +5% 706 +12% 1,683 +4% i Brazil, Colombia, Greece, the Gulf region, Morocco and Portugal (only for 9M15)

APPENDIX 6: PROPERTY & CASUALTY – TARIFF INCREASES

Property & Casualty price effect by country and business line

i 9M16 (In %) Personal lines Commercial lines France +0.4% +1.6% Germany +2.8% +0.7% United Kingdom & Ireland +5.5% +1.3% Switzerland +0.2% +0.1% Belgium +2.3% +1.2% MedLA +9.7% +6.8% Asia +0.5% -0.7% Direct +6.3% Total +4.2% +2.4% i Renewals only

APPENDIX 7: ASSETS UNDER MANAGEMENT ROLLFORWARD

Assets under Management rollforward AXA IM - Fully AXA IM - Asian In Euro billion AB AXA IM consolidated Total Joint Ventures scope

AUM at FY15 455 669 595 74 1,124 Net flows -12 +30 +2 +27 +18 Market impact +37 +29 +29 0 +66 Scope & other 2 -17 -17 0 -15 Forex impact -15 -12 -9 -3 -27 AUM at 9M16 467 700 601 99 1,167

Average AUM over the periodi 459 593 593 - 1,052 Change of average AUM on a reported basis vs. 9M15 +1% -5% -5% - -3% Change of average AUM on a comparable basis vs. +1% -4% -4% - -2% 9M15 i Average AUM for AXA IM is calculated excluding the contribution from joint ventures

APPENDIX 8: OTHER INFORMATION

Changes in scope:

• 04/01/2016 – AXA has completed the sale of its Portuguese operations • 10/21/2016 – AXA has completed the sale of its UK offshore investment bonds business based in the Isle of Man to Life Company Consolidation Group • 11/01/2016 – AXA has completed the sale of its UK Life & Savings businesses

Main press releases

Please refer to the following web site address for further details: https://www.axa.com/en/newsroom/press-releases Issued in 3Q16

• 07/29/2016 – AXA, Alibaba and Ant Financial Services announce global strategic partnership • 08/03/2016 – Half Year 2016 Earnings - Resilient earnings despite headwinds • 08/26/2016 – AXA launches its 2016 employee share offering (Shareplan 2016) • 09/01/2016 – Denis Duverne is appointed Chairman of AXA’s Board of Directors and Thomas Buberl is appointed AXA’s Chief Executive Officer • 09/15/2016 – Elimination of dilutive impact of Shareplan 2016 • 09/29/2016 – AXA is awarded the EDGE Certification

Issued in 4Q16

• 10/05/2016 – AXA is the 1st global insurance brand • 10/14/2016 – AXA announces the Subscription Prices for its 2016 employee share offering

2016 Operations on AXA shareholders’ equity and debt

Shareholders’ Equity: No significant operation Debt: • 03/24/2016 – AXA announces the successful placement of Euro 1.5 billion subordinated notes due 2047 • 05/11/2016 – AXA announces the successful placement of Euro 500 million senior notes due 2028 • 09/09/2016 – AXA announced the successful placement of USD 850 million undated subordinated notes

Next main investor events

• 02/23/2017 – Full Year 2016 Earnings Release • 05/09/2017 – First Quarter 2017 Activity Indicators • 08/03/2017 – Half Year 2017 Earnings Release

Paris, November 14, 2016

AXA to sell its UK P&C commercial broker Bluefin to Marsh

AXA announced today that it had entered into an agreement with Marsh to sell Bluefin Insurance Group Ltd (“Bluefin”), its P&C commercial broker in the UK.

Bluefin is a leading insurance broker, providing services to private individuals, small businesses, and large corporates in the UK, employing approximately 1,500 colleagues based in 45 locations. Marsh is a global leader in insurance broking and risk management, which operates in more than 130 countries.

The price for the disposal of Bluefin would amount to GBP 295 million1 (or Euro 340 million2). The proposed transaction is subject to customary conditions, including the receipt of regulatory approvals, and should be finalized before the end of the Q1 2017.

“We are very happy to be able to agree to this transaction with Marsh”, said Amanda Blanc, Chief Executive Officer of AXA UK and Ireland. “As market dynamics have evolved and our own strategy has progressed, it has become increasingly apparent that Bluefin’s ability to achieve its potential would be better served under a new parent. I would like to take this opportunity to thank Bluefin’s teams for their great contribution over the years.”

The proposed transaction should generate a negative exceptional P&L impact of Euro 66 million, which would be accounted for in Net Income.

1 Price subject to adjustment to reflect the net cash position of the company at the closing date. 2 1 EUR = 0.86801 GBP as of November 10, 2016 (Source: Bloomberg)

Paris, December 1, 2016

AXA has completed the sale of its Serbian operations to Vienna Insurance Group

AXA announced today that it had completed the sale of both its Life & Savings (AXA Životno osiguranje Ado) and Property & Casualty (AXA Neživotno osiguranje Ado) operations in Serbia to Vienna Insurance Group AG1.

1 Vienna Insurance Group AG is the holding company of the Vienna Insurance Group.

Paris, December 5, 2016

Results of the AXA Group employee share offering in 2016

On August 26, 2016 AXA announced the launch of its 2016 employee share offering (“SharePlan 2016”), a capital increase reserved to its employees worldwide.

Over 28,000 employees in 36 countries, representing over 24% of the eligible employees, subscribed to SharePlan 2016.

The aggregate proceeds from the offering amount to over Euro 430 million, for a total of over 24 million newly-issued shares1, subscribed at a price of Euro 15.53 for the classic plan and Euro 17.73 for the leveraged plan. The new shares are created with full rights as of January 1st, 2016. This offering increases the total number of outstanding AXA shares which amounts to 2,448,766,155 on December 2, 2016.

Following SharePlan 2016, AXA’s employees hold 5.81% of the share capital and 7.28% of the voting rights.

1 In order to eliminate the dilutive effect of the Shareplan 2016 offering and as announced in its press release published on September 15, 2016, AXA will undertake a cancellation of its shares in the next few days in accordance with its share repurchase program as authorized by the Shareholders’ Meeting of April 27, 2016.

Paris, December 14, 2016

Norbert Dentressangle resigns as Vice-Chairman of AXA’s Board of Directors André François-Poncet joins the Board of Directors Jean-Martin Folz is appointed Senior Independent Director

During the meeting of AXA’s Board of Directors, held on Wednesday, December 14, 2016, Mr. Norbert Dentressangle informed the directors of his decision to step down from the Board and his position as Vice-Chairman – Senior Independent Director with immediate effect to devote himself fully to the management of his family-owned investment holding company.

The Board of Directors decided to coopt Mr. André François-Poncet to the Board with immediate effect for the remainder of Mr. Norbert Dentressangle’s mandate, i.e. until the Shareholders’ Meeting in 2018. Ratification of his appointment will be proposed at the next Shareholders’ Meeting. Mr. André François-Poncet was chosen by the Board of Directors principally for his extensive experience and in-depth knowledge of the finance industry.

Mr. André François-Poncet, 57 years old, became a partner in CIAM investment company in September 2016. He had previously worked for over thirty years in the finance sector for Morgan Stanley and BC Partners in Paris, London and New York. Mr. André François-Poncet is a graduate of the Ecole des Hautes Etudes Commerciales (HEC) and the Harvard Business School.

The Board of Directors decided to appoint Mr. Jean-Martin Folz, a Board member since 2007, as Senior Independent Director to replace Mr. Norbert Dentressangle, confirming the importance it gives to the role of Senior Independent Director, even though the roles of Chairman of the Board and Chief Executive Officer have been separated.

“On behalf AXA’s Board of Directors, I would like to address our warmest thanks to Norbert Dentressangle for his contribution to the work of the Supervisory Board and the Board of Directors for the past ten years. His entrepreneurship, strategic vision and role in the evolution of our corporate governance have been decisive for AXA’s development in the past years as well as for the success of the Company's recent succession plan. I wish him the best of luck in his future endeavors.

“I am delighted that the Board has decided to appoint Jean-Martin Folz to replace him as Senior Independent Director. His depth of knowledge of the Group’s corporate governance framework and his strong involvement in the Board’s work, in particular that of the Compensation & Governance Committee which he has chaired since 2013, will enable him, I am certain, to rise to the challenge of his new position. I am also happy to welcome André François-Poncet”, AXA Board Chairman Denis Duverne commented.

Share capital of the Issuer

As at December 14, 2016, the AXA share capital amounts to EUR 5,547,375,396.59 and the total number of AXA shares amounts to 2,422,434,671.

Information relating to the management of the Issuer

The information of the 2015 Annual Report contained in item A.4.10 of the cross-reference list in the section “Documents Incorporated by Reference” of the Base Prospectus is supplemented by the following information relating to the management of the Issuer:

• Changes at the Board of Directors of the Issuer since the 2015 Annual Report:

 Appointments:

Name (age) and principal function Position within the Board of First appointment / Principal business address Directors Term of office Nationality Thomas Buberl (43) Director September 2016 / 2018 Annual Chief executive officer Shareholders' Meeting AXA 25, avenue Matignon 75008 Paris France German nationality Irene Dorner (61) Director April 2016 / 2020 Annual Companies’ director Shareholders' Meeting AXA 25, avenue Matignon 75008 Paris France British nationality Denis Duverne (63) Chairman September 2016 / 2018 Annual Chairman of the Board of Directors Shareholders' Meeting AXA 25, avenue Matignon 75008 Paris France French nationality

Dr. Angelien Kemna (57) Director April 2016 / 2020 Annual Chief Finance & Risk Officer of APG Shareholders' Meeting Group N.V. (the Netherlands) APG N.V. Location: SY15.10 P.O. Box 75283 1070 AG Amsterdam The Netherlands Dutch nationality André François-Poncet (57) Director December 2016 / 2018 Annual Partner in CIAM Shareholders' Meeting AXA 25, avenue Matignon 75008 Paris France French nationality

Mr. Jean-Martin Folz, a Board member since 2007, has been appointed as Senior Independent Director with effect from December 14, 2016 to replace Mr. Norbert Dentressangle until the end of Mr. Jean-Martin Folz’ term (2019 Annual Shareholders' Meeting). The other information related to Mr. Jean-Martin Folz as set out in the 2015 Annual Report remains unchanged.

Thomas BUBERL

Directorships currently held within the AXA Group Member of the AXA Board of Directors and Chief Executive Officer of AXA Chairman of the Board of Directors: AXA Leben AG (Switzerland), AXA Versicherungen AG (Switzerland) Chairman of the Supervisory Board: AXA Konzern AG (Germany), AXA Krankenversicherung AG (Germany), AXA Lebensversicherung AG (Germany), AXA Versicherung AG (Allemagne) Director: AXA Equitable Life Insurance Company (United States), AXA Financial, Inc. (United States), MONY Life Insurance Company of America (United States), AXA Life Insurance Co. Ltd (Japan)

Directorships currently held outside the AXA Group Deputy Chairman of the Supervisory Board: Roland Rechtsschutz-Versicherungs-AG (Germany) Member of the Supervisory Board: Tertia GmbH (Germany)

Irene DORNER

Directorship currently held within the AXA Group Member of the AXA Board of Directors

Directorships currently held outside the AXA Group Non-executive director: Rolls-Royce Holdings plc (United Kingdom), Rolls Royce plc (United Kingdom) Charitable trustee: SEARRP (the South East Asia Rainforest Research Partnership) (Malaysia) Member of the Advisory Board: Outleadership (United States)

Honorary Fellow: St. Anne’s College, Oxford (United Kingdom

Denis DUVERNE

Directorship currently held within the AXA Group Chairman of the Board of Directors: AXA, AXA Equitable Life Insurance Company (United States), AXA Financial, Inc. (United States), MONY Life Insurance Company of America (United States) Chairman: AXA Millésimes (SAS) Director: AB (United States)

Directorships currently held outside the AXA Group None

Dr. Angelien KEMNA

Directorship currently held within the AXA Group Member of the AXA Board of Directors

Directorships currently held outside the AXA Group Non-executive Chairman of the Supervisory Board: Yellow&Blue Investment Management B.V. (The Netherlands) Director: Duisenburg School of Finance (the Netherlands), Railway Pension Investments Ltd (“RPMI”) (United Kingdom), Stichting Child and Youth Finance International (the Netherlands)

André FRANÇOIS-PONCET

Directorship currently held within the AXA Group Member of the AXA Board of Directors

Directorships currently held outside the AXA Group Partner in CIAM Vice-Chairman: Harvard Business School Club de France (France) Member of the European Advisory Board: Harvard Business School

 Conflicts of interest:

To the Issuer’s knowledge, there are no potential conflicts of interest between the private interests and/or other duties of Mr. Thomas Buberl, Mrs. Irene Dorner, Mr. Denis Duverne, Dr. Angelien Kemna, Mr. André François-Poncet and Mr. Jean-Martin Folz and the duties they owe to the Issuer.

 End of mandates at the AXA Board of Directors:

Since September 1, 2016, Mr. Henri de Castries is no longer a member of the AXA Board of Directors and since December 14, 2016 Mr. Norbert Dentressangle is no longer a member of the AXA Board of Directors.”

TAXAT ION

The sub-paragraph “French reporting obligations” of the paragraph entitled “French Taxation” of the Base Prospectus appearing on page 154 is deleted in its entirety and replaced with the following:

“Supply of Information

Each Noteholder shall be responsible for supplying to the Paying Agent, in a timely manner, any information as may be required in order for it to comply with the identification and reporting obligations imposed on it by the Council Directive 2011/16/EU on administrative cooperation in the field of taxation (as amended by EU Council Directive 2014/107/EU).”

GENERAL INFORMATION

The paragraph “Significant or material adverse change” of the section entitled “General Information” appearing on page 165 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“Significant or material adverse change

Except as disclosed in items A.4.8 “Trend information” and I. “Activity Report” of the cross- reference list in the section “Documents Incorporated by Reference” on page 69 of this Base Prospectus, and in the section “Recent Developments” on pages 151 and 152 of this Base Prospectus, there has been no material adverse change in the prospects of the Issuer since December 31, 2015.

Except as disclosed in the 2016 Half-Year Financial Report of the cross-reference list in the section “Documents Incorporated by Reference” on page 72 of this Base Prospectus and in the section “Recent Developments” on pages 151 and 152 of this Base Prospectus, there has been no significant change in the financial or trading position of the AXA Group since June 30, 2016.”

The paragraph “Auditors” of the section entitled “General Information” appearing on page 166 of the Base Prospectus is hereby deleted in its entirety and replaced with the following:

“Auditors

The auditors of the Issuer are PricewaterhouseCoopers Audit (63, rue de Villiers, 92208 Neuilly- sur-Seine, France) and Mazars (61, rue Henri Régnault, 92400 Courbevoie, France), statutory auditors (members of the Compagnie régionale des commissaires aux comptes de Versailles and under the authority of the Haut conseil du commissariat aux comptes) who have audited the Issuer’s consolidated financial statements, without qualification, in accordance with generally accepted auditing standards in France for each of the two financial years ended on December 31, 2015 and 2014 and who have reviewed the Issuer’s unaudited consolidated interim financial statements for the six months ended June 30, 2016.”