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Notice of Meeting Notice of Meeting Shareholders’ Meeting (Ordinary and Extraordinary) Wednesday, April 25, 2018 at 2:30 pm at the Palais des Congrès 2, place de la Porte Maillot 75017 Paris – France AXA Société Anonyme Index (a public company under French law) Registered share capital: €5,553,789,869.79 Registered office: 25 avenue Matignon 75008 Paris - France 01 Message of the Chairman of the Board of Directors Paris Trade and Company Register: 02 Agenda 572 093 920 04 Report of the AXA Board of Directors on the proposed Information set forth in Article R.225-81 of the French Commercial Code resolutions (Code de commerce). 20 Proposed resolutions submitted by the AXA Board of Directors This document is a free translation of the French Notice of Meeting Information on the candidates to the Board of Directors (Brochure de Convocation) 29 and is proposed for information purposes only. - Directors whose term of office is up for renewal Only the original version in the French - Candidates for appointment as director language has legal force. This document in French and English Reports of the Statutory Auditors together is available on the AXA website 34 (www.axa.com). 42 Supplementary reports (capital increase reserved for employees of the AXA Group) 46 Executive summary of AXA’s situation in 2017 55 How to participate in the Shareholders’ Meeting? - Conditions for participation in the Shareholders’ Meeting - Formalities prior to the Shareholders’ Meeting - How to get to the Shareholders’ Meeting? - How to obtain the documents? - With the paper voting form - Via the Internet 63 Request for printed materials and information pursuant to Article R.225-83 of the French Commercial Code Message of the Chairman of the Board of Directors Dear shareholders, I hereby convene you to AXA’s Shareholders’ Meeting (Ordinary and Extraordinary) which will take place on: Wednesday, April 25, 2018 at 2:30 pm at the Palais des Congrès 2 place de la Porte Maillot – 75017 Paris - France. The Shareholders’ Meeting is a privileged and special moment to communicate, share and debate, in particular with Thomas Buberl, Chief Executive Officer, his Management team, and myself. It is also an opportunity for you, as a shareholder, to participate, through your vote and regardless of the number of shares you hold, in decisions that are important to AXA. During this Meeting, you will be asked in particular to approve the financial statements for the 2017 fiscal year and the distribution of a dividend of €1.26 per share, up 9% compared to the previous year. I sincerely hope that you will be able to participate in the Shareholders’ Meeting. If you cannot personally attend, you may: • vote by mail, • give a proxy to an individual, a legal entity of your choice or to the Chairman of the Meeting, • vote through a simple, rapid and secured Internet procedure. You will find in the following pages all the relevant information regarding this Shareholders’ Meeting, including its agenda, the text of the resolutions submitted to your vote and the instructions on how to participate. On behalf of the Board of Directors, I want to thank you for your trust, loyalty and the attention you will surely pay to the proposed resolutions submitted to your approval and I look forward to seeing you on April 25. Sincerely yours. Denis Duverne Chairman of the Board of Directors 2018 Notice of Meeting - AXA’s Shareholders’ Meeting 1 Agenda As an ordinary Shareholders’ Meeting Board of Directors’ report Seventh resolution Approval of the principles and criteria for determination, Report of the AXA Board of Directors on corporate distribution and allocation of the fixed, variable and exceptional governance components of the total compensation and benefits of any kind to be allocated to the Chief Executive Officer Report of the AXA Board of Directors on the proposed resolutions Eighth resolution Statutory Auditors’ special report on regulated agreements as set Report of the Statutory Auditors on the Company’s 2017 forth in Articles L.225-38 et seq. of the French Commercial Code financial statements Ninth resolution Report of the Statutory Auditors on the regulated agreements pursuant to Article L.225-38 of the French Approval of commitments referred to in Article L.225-42-1 of the Commercial Code French Commercial Code and granted to Mr. Thomas Buberl upon termination of his functions First resolution Tenth resolution Approval of the Company’s financial statements for the 2017 Re-appointment of Mr. Denis Duverne as director fiscal year - parent only Eleventh resolution Second resolution Re-appointment of Mr. Thomas Buberl as director Approval of the consolidated financial statements for the 2017 fiscal year Twelfth resolution Third resolution Re-appointment of Mr. André François-Poncet as director Earnings appropriation for the 2017 fiscal year and declaration Thirteenth resolution of a dividend of €1.26 per share Appointment of Mrs. Patricia Barbizet as director Fourth resolution Fourteenth resolution Approval of the individual compensation of Mr. Denis Duverne, Appointment of Mrs. Rachel Duan as director Chairman of the Board of Directors Fifteenth resolution Fifth resolution Re-appointment of PricewaterhouseCoopers Audit as Approval of the individual compensation of Mr. Thomas Buberl, incumbent Statutory Auditor Chief Executive Officer Sixteenth resolution Sixth resolution Appointment of Mr. Patrice Morot as alternate Statutory Auditor Approval of the principles and criteria for determination, distribution and allocation of the fixed, variable and exceptional Seventeenth resolution components of the total compensation and benefits of any Setting of the annual amount of directors’ fees to be allocated kind to be allocated to the Chairman of the Board of Directors to the members of the Board of Directors Eighteenth resolution Authorization granted to the Board of Directors to purchase ordinary shares of the Company 2 2018 Notice of Meeting - AXA’s Shareholders’ Meeting Agenda As an extraordinary Shareholders’ Meeting Report of the AXA Board of Directors on the proposed Twenty-first resolution resolutions Authorization granted to the Board of Directors to reduce the share capital through cancellation of ordinary shares Special reports of the Statutory Auditors Twenty-second resolution Nineteenth resolution Amendment of the Bylaws to determine the terms of Delegation of power granted to the Board of Directors to appointment of directors representing the employees increase the share capital of the Company by issuing ordinary shares or securities giving a claim to the Company’s ordinary Twenty-third resolution shares, reserved for employees enrolled in an employer- sponsored company savings plan, without preferential Authorization to comply with all formal requirements in subscription rights of the shareholders connection with this Shareholders’ Meeting Twentieth resolution Delegation of power granted to the Board of Directors to increase the share capital of the Company by issuing ordinary shares, without preferential subscription rights of the shareholders, in favor of a specific category of beneficiaries 2018 Notice of Meeting - AXA’s Shareholders’ Meeting 3 Report of the AXA Board of Directors on the proposed resolutions To the shareholders of AXA: • renewal of the delegations of power granted to the Board of Directors to issue ordinary shares or securities giving a We convene you to this Ordinary and Extraordinary claim to ordinary shares of the Company through employee Shareholders’ Meeting to submit a number of resolutions for savings plans (resolutions 19 and 20) (IX); your consideration pertaining to the: • amendment of the Bylaws to determine the terms of • approval of the AXA annual and consolidated financial appointment of directors representing the employees statements for the year ended December 31, 2017 and (resolution 22) (X). determination of the amount of the dividend (resolutions 1 to 3) (I); This report corresponds to the part of the Board of Directors’ report regarding the presentation of the resolutions submitted • approval of the elements of compensation paid or granted to the Shareholders’ Meeting. The entire report of the Board to the corporate officers of the Company with respect to the of Directors to the Shareholders’ Meeting is included, as it 2017 fiscal year resolutions( 4 and 5) (II); is authorized by Article 222-9 of the Autorité des marchés financiers (AMF) General Regulations (Règlement Général de • approval of the components of the compensation policy l’AMF), in the 2017 Annual Report (Document de Référence) of the applicable to the corporate officers of the Company Company and a correspondence table referring to each section (resolutions 6 and 7) (III); composing the Annual Report is disclosed in Appendix VI of the said document. • approval of regulated agreements and commitments (resolutions 8 and 9) (IV); The Board of Directors’ report is composed of the present report as well as (i) the report referred to in Article L.225-100 • re-appointment of three directors and appointment of et seq. of the French Commercial Code (Code de commerce), two directors (resolutions 10 to 14) (V); (ii) the report on the employees’ ownership in the Company’s capital referred to in Article L.225-102 of the French Commercial • re-appointment of PricewaterhouseCoopers Audit as Code, (iii) the report on executive compensation and social and incumbent Statutory Auditor and appointment of Mr. Patrice environmental reporting referred to in Article L.225-102-1 et seq. Morot as alternate Statutory Auditor (resolutions 15 and 16) of the French Commercial Code, (iv) the vigilance plan referred (VI); to in Article L.225-102-4 of the French Commercial Code and (v) the corporate governance report referred to in Article L.225-37 • setting of the annual amount of directors’ fees to be allocated et seq. of the French Commercial Code notably presenting the to the members of the Board of Directors (resolution 17) (VII); composition of the Board of Directors and gender balance, the conditions of preparation and organization of the Board • renewal of the authorizations related to the share repurchase of Directors’ work and the corporate officers compensation.
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