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; 1 • 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. 2 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 3 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” 4 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”. 5 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: “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