REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2016 CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT 1 Group profi le 4 Chairman and Chief Executive Offi cer’s messages 6 THE AXA GROUP 9 1.1 Key fi gures 11 1.2 History 15 1 1.3 Business overview 17 CONTENTS ACTIVITY REPORT AND CAPITAL MANAGEMENT 27 2.1 Market environment 28 2.2 Operating Highlights 33 2 2.3 Activity Report 38 2.4 Liquidity and capital resources 93 2.5 Events subsequent to December 31, 2016 100 2.6 Outlook 101 CORPORATE GOVERNANCE 103 3.1 Corporate governance structure – A balanced and effi cient governance 104 3.2 Executive compensation and share ownership 136 3 3.3 Related-party transactions 171 RISK FACTORS AND RISK MANAGEMENT 177 4.1 Risk factors 178 4.2 Internal control and risk management 190 4 4.3 Market risks 204 4.4 Credit risk 211 4.5 Liquidity risk 214 4.6 Insurance risks 215 4.7 Operational risk 219 4.8 Other material risks 220 CONSOLIDATED FINANCIAL STATEMENTS 223 5.1 Consolidated statement of fi nancial position 224 5.2 Consolidated statement of income 226 5 5.3 Consolidated statement of comprehensive income 227 5.4 Consolidated statement of changes in equity 228 5.5 Consolidated statement of cash fl ows 232 5.6 Notes to the Consolidated Financial Statements 234 5.7 Report of the Statutory Auditors on the consolidated fi nancial statements 370 SHARES, SHARE CAPITAL AND GENERAL INFORMATION 373 6.1 AXA shares 374 6.2 Share capital 375 6 6.3 General information 381 CORPORATE RESPONSIBILITY 391 7.1 General information 392 7.2 Social information 393 7 7.3 Environmental information 403 7.4 Societal information 409 7.5 Responsible investment, “Article 173”/Climate-related fi nancial disclosures 413 APPENDICES 423 Appendix I Chairman of the Board of Directors’ report 424 Appendix II Management’s annual evaluation of internal control over fi nancial reporting 429 A Appendix III Statement of the person responsible for the Registration Document 432 Appendix IV AXA parent company fi nancial statements 433 Appendix V Group Embedded Value & AFR 457 Appendix VI Glossary 458 Appendix VII Board of Directors’ report – Cross-reference table 462 Appendix VIII European Commission regulation (EC) n° 809/2004 of April 29, 2004 – Cross-reference table 463 Appendix IX Annual Financial Report – Cross-reference table 466 REGISTRATION DOCUMENT ANNUAL REPORT 2016 This Registration Document, the French version of which was filed with the French Autorité des marchés fi nanciers (“AMF”) on March 23, 2017, in accordance with the provisions of Article 212-13 of its General Regulation (the “Registration Document”), may be used in support of a financial transaction if supplemented by a securities note approved by the AMF. This document has been prepared by the issuer, and its signatories are responsible for its content. This Registration Document includes (i) all the components of the Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) as well as in Article 222-3 of the AMF General Regulation (Règlement Général de l’AMF) (please refer to the cross-reference table on page 466 of this Registration Document which indicates the relevant sections of this Registration Document corresponding to the items referred to in Article 222-3 of the AMF General Regulation), and (ii) all disclosure matters required to be included in the Board of Directors’ report to AXA’s Shareholders’ Meeting to be held on April 26, 2017, established pursuant to Articles L.225-100 and L.225-100-2 of the French Commercial Code (Code de commerce) (the relevant sections of this Registration Document corresponding to such required disclosures have been approved by AXA’s Board of Directors and are referred to in the cross-reference table on page 462 of this Registration Document (the “Annual Report”). CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT In this Annual Report, unless provided otherwise, (i) the “Company”, “AXA” and “AXA SA” refer to AXA, a société anonyme (a public limited company) organized under the laws of France, which is the publicly traded parent company of the AXA Group, and (ii) the “AXA Group”, the “Group” and “we” refer to AXA SA together with its direct and indirect consolidated subsidiaries. The Company’s ordinary shares are referred to in this Annual Report as “shares”, “ordinary shares”, “AXA shares” or “AXA ordinary shares”. The principal trading market for AXA’s ordinary shares is Euronext Paris (Compartment A), which we refer to in this Annual Report as “Euronext Paris”. The Group ’s consolidated fi nancial statements and related notes are prepared in accordance with International Financial Reporting Standards (IFRS) (the “Consolidated Financial Statements”) and published in Euro (“Euro”, “euro”, “EUR” or “€”). Unless otherwise stated, all amounts in this Annual Report are (i) expressed in Euro, with applicable foreign exchange rates presented on page 29 of this Annual Report, and (ii) presented in millions for convenience. Such amounts may have been rounded. Rounding differences may exist, including for percentages. I REGISTRATION DOCUMENT - ANNUAL REPORT 2016 - AXA I 1 This page was intentionnally left blank. 2 I REGISTRATION DOCUMENT - ANNUAL REPORT 2016 - AXA I Cautionary statement regarding forward-looking statements and the use of non-GAAP fi nancial m easures This Annual Report may include statements with respect to of catastrophic events, including weather-related catastrophic future events, trends, plans, expectations or objectives and events, or terrorist-related incidents. Please refer to Part 4 – other forward-looking statements relating to the Group’s future “Risk factors and risk management” of this Annual Report for a business, fi nancial condition, results of operations, performance, description of certain important factors, risks and uncertainties and strategy. Forward-looking statements are not statements of that may affect AXA’s business and/or results of operations. historical fact and may contain the terms “ may” , “ will” , “ should” , AXA assumes no obligation to update or revise any of these “ continue” , “ aims” , “ estimates” , “ projects” , “ believes” , “ intends”, forward-looking statements, whether to refl ect new information, “ expects” , “ plans” , “ seeks” or “ anticipates” , or words of similar future events or circumstances or otherwise, except as required meaning. Such statements are based on Management’s current by applicable laws and regulations. views and assumptions and, by nature, involve known and In addition to the Consolidated Financial Statements, this unknown risks and uncertainties; therefore, undue reliance Annual Report refers to certain non-GAAP fi nancial measures, should not be placed on them. Actual fi nancial condition, results or alternative performance measures, used by Management in of operations, performance or events may differ materially from analyzing the Group’s operating trends, fi nancial performance those expressed or implied in such forward-looking statements, and fi nancial position and providing investors with additional due to a number of factors including, without limitation, general information that Management believes to be useful and relevant economic and political conditions and competitive situation; regarding the Group’s results. These non-GAAP financial future fi nancial market performance and conditions, including measures generally have no standardized meaning and therefore fl uctuations in exchange and interest rates; frequency and severity may not be comparable to similarly labelled measures used by of insured loss events, and increases in loss expenses; mortality other companies. As a result, none of these non-GAAP fi nancial and morbidity levels and trends; persistency levels; changes in measures should be considered in isolation from, or as a substitute laws, regulations and standards; the impact of acquisitions and for, the Consolidated Financial Statements included in Part 5 – disposal, including related integration issues, and reorganization “Consolidated Financial Statements” of this Annual Report. The measures; and general competitive factors, in each case on a non-GAAP fi nancial measures used by the Group are defi ned in local, regional, national and/or global basis. Many of these factors the Glossary set forth in Appendix VI to this Annual Report. may be more likely to occur, or more pronounced, as a result I REGISTRATION DOCUMENT - ANNUAL REPORT 2016 - AXA I 3 GROUP PROFILE OPERATING A worldwide leader in insurance and asset management RATINGS (3 ) IN 1st global insurance brand (1) S&P AA-, MOODY’S Aa3, 165 ,000 employees and agents STABLE FITCH AA- Serving 107 million clients (2) 64 DJSI SCORE (4 ) COUNTRIES 85/100 ■ AXA’S MAIN OPERATIONS WORLDWIDE (1) Interbrand’s Best Global Brands ranking 2016. (2) Source: AXA. (3 ) Insurer fi nancial strength rating. Please refer to pages 13 and 14 of this Annual Report for further details. (4 ) Dow Jones Sustainability Index. Please refer to pages 13 and 14 of this Annual Report for further details. 4 I REGISTRATION DOCUMENT - ANNUAL REPORT 2016 - AXA I ■ SHARE CAPITAL / SHAREHOLDERS (5 ) 11.3% 5.7% Individual €100.2 Employees Shareholders and agents REVENUES Bn 7.9% 14.1% Rest of the World Mutuelles AXA 13.7% 13.5% Rest of Europe France 13.0% 20.7% € 5.7 UK & Ireland North America UNDERLYING EARNINGS Bn ■ GEOGRAPHICAL DIVERSIFICATION (6 ) 4% Other (8 ) 6% Management 3% 21% EMEA-LATAM (9) France 17% FY16 UE (7 ) 14% Asia (incl. Japan) United States €70.6 35% SHAREHOLDERS’ EQUITY Bn Europe (excl. France) (10 ) ■ BUSINESS DIVERSIFICATION 27% Protection & Health €1, 429 39% FY16 (7 ) Property pre-tax UE & Casualty ASSETS UNDER MANAGEMENT Bn 34% Savings & Asset Management (11 ) (9 ) EMEA-LATAM: Luxembourg, Russia (P&C and underlying earnings (5 ) Source: TPI dated December 31, 2016. only), Poland, Czech Republic and Slovak Republic (L&S only), Greece, (6 ) Direct business underlying earnings are split within geographies .