
Notice of Meeting Shareholders’ Meeting (Ordinary and Extraordinary) Thursday April 29, 2021 at 2:30 pm At Smart Studio Rive Gauche 2 85 quai André Citroën 75015 Paris – France AXA Société Anonyme Index (a public company under French law) Registered share capital: €5,538,111,744.32 Registered office: 25 avenue Matignon 75008 Paris - France 1 Message of the Chairman of the Board of Directors Paris Trade and Company Register: 572 093 920 2 Agenda Information set forth in Article R.225-81 4 Report of the AXA Board of Directors on the proposed of the French Commercial Code (Code de commerce). resolutions This document is a free translation 24 Proposed resolutions submitted by the AXA Board of Directors of the French Notice of Meeting (Brochure de Convocation) Information on the candidates to the AXA Board of Directors and is proposed for information 41 purposes only. Only the original version in the French - Director whose term of office is up for renewal language has legal force. - Candidates for appointment as director This document is available in French and English together on the AXA website 44 Reports of the Statutory Auditors (www.axa.com). 53 Supplementary reports (capital increase reserved for employees of the AXA Group) 57 Executive summary of AXA’s situation in 2020 69 How to participate in the Shareholders’ Meeting - Conditions for participation in the Shareholders’ Meeting - Formalities prior to the Shareholders’ Meeting - How to obtain the documents? - With the paper voting form - Via the Internet 77 Request for printed materials and information pursuant to Article R.225‑83 of the French Commercial Code Warning The international and national situation linked to the Coronavirus outbreak (COVID-19) has led the Company to review the customary organization of the Shareholders’ Meeting to ensure the proper security level for this event. AXA’s Shareholders’ Meeting will be held without its shareholders (or any authorized person) being physically present. It is strongly recommended to vote by Internet on the secured website VOTACCESS. Every effort will be made to facilitate your remote participation. AXA’s Shareholders’ Meeting will be fully broadcasted live and in replay on the Company’s website (www.axa.com). For further information, shareholders are invited to regularly consult the page dedicated to the 2021 Shareholders’ Meeting on the Company’s website (www.axa.com, under the heading Investors / Individual Shareholders / Shareholders’ Meetings). Message of the Chairman of the Board of Directors Dear shareholders, I am pleased to inform you that AXA’s Shareholders’ Meeting (Ordinary and Extraordinary) will be held on Thursday April 29, 2021 at 2:30 pm Paris time. However, in compliance with government and health authorities’ instructions to fight the spread of the COVID-19, the Shareholders’ Meeting will be held without its shareholders (or any authorized person) being physically present. I sincerely regret this situation, because I am very attached to our annual meeting, but I am certain that you will understand. However, since the beginning of the sanitary crisis, our priority has always been to ensure everyone’s safety. Despite this constraint, I hope that you will be able to massively participate, by voting by mail or by sending your written questions before the Meeting. This meeting will continue to be a privileged moment of information that you will have the opportunity to follow, live or in replay, on AXA’s website. It will also be an opportunity for you, as a shareholder, to participate, through your vote, in important decisions for AXA. During this meeting, you will be asked in particular to approve the financial statements for the 2020 fiscal year and the distribution of a dividend of €1.43 per share. You will find in the following pages all the relevant information regarding this Shareholders’ Meeting, including its agenda, the resolutions submitted to your vote and the instructions on how to participate. On behalf of the Board of Directors, I would like to thank you for your trust, loyalty and the attention you will surely pay to the proposed resolutions submitted to your vote. Sincerely yours. Denis Duverne Chairman of the Board of Directors 2021 Notice of Meeting – AXA’s Shareholders’ Meeting 1 Agenda As an Ordinary Shareholders’ Meeting Board of Directors’ report Seventh resolution Approval of the adjustments made to the Chief Executive Report of the AXA Board of Directors on corporate Officer’s compensation policies approved by the 2019 and 2020 governance Shareholders’ Meetings Report of the AXA Board of Directors on the proposed resolutions Eighth resolution Approval of the compensation policy for the Chief Executive Reports of the Statutory Auditors on the Company’s Officer in accordance with Article L.22-10-8 II of the French financial statements and the consolidated financial Commercial Code statements for the 2020 fiscal year Special report of the Statutory Auditors on the regulated Ninth resolution agreements pursuant to Article L.225-38 et seq. of the Approval of the compensation policy for the Chairman of the French Commercial Code Board of Directors in accordance with Article L.22-10-8 II of the French Commercial Code First resolution Approval of the Company’s financial statements for the 2020 fiscal year - parent only Tenth resolution Approval of the compensation policy for the directors of the Company in accordance with Article L.22-10-8 II of the French Second resolution Commercial Code Approval of the consolidated financial statements for the 2020 fiscal year Eleventh resolution Statutory Auditors’ special report on regulated agreements as Third resolution set forth in Articles L.225-38 et seq. of the French Commercial Earnings appropriation for the 2020 fiscal year and declaration Code of a dividend of €1.43 per share Twelfth resolution Fourth resolution Re-appointment of Mr. Ramon de Oliveira as director Approval of the information referred to in Article L.22-10-9 I of the French Commercial Code relating to the compensation of corporate officers Thirteenth resolution Appointment of Mr. Guillaume Faury as director Fifth resolution Approval of the individual compensation of Mr. Denis Duverne, Fourteenth resolution Chairman of the Board of Directors Appointment of Mr. Ramon Fernandez as director Sixth resolution Fifteenth resolution Approval of the individual compensation of Mr. Thomas Buberl, Authorization granted to the Board of Directors to purchase Chief Executive Officer ordinary shares of the Company 2 2021 Notice of Meeting – AXA’s Shareholders’ Meeting Agenda As an Extraordinary Shareholders’ Meeting Report of the AXA Board of Directors on the proposed securities giving a claim to ordinary shares to be issued by resolutions the Company either immediately or in the future, in the event of a public exchange offer initiated by the Company without Reports of the Statutory Auditors preferential subscription rights of the shareholders Sixteenth resolution Twenty-second resolution Delegation of authority granted to the Board of Directors to increase the share capital through the capitalization of reserves, Delegation of authority granted to the Board of Directors to earnings or premiums increase the share capital of the Company by issuing ordinary shares or securities giving a claim to ordinary shares to be issued by the Company either immediately or in the future, Seventeenth resolution in return for contributions in kind up to a maximum of 10% of Delegation of authority granted to the Board of Directors to the share capital outside a public exchange offer initiated by increase the share capital of the Company by issuing ordinary the Company shares or securities giving a claim to ordinary shares to be issued by the Company or one of its subsidiaries either immediately Twenty-third resolution or in the future, with preferential subscription rights of the shareholders Delegation of authority granted to the Board of Directors to issue, without preferential subscription rights of the shareholders, ordinary shares resulting from the issue by Eighteenth resolution subsidiaries of the Company of securities giving a claim to Delegation of authority granted to the Board of Directors to ordinary shares to be issued by the Company increase the share capital of the Company by issuing ordinary shares or securities giving a claim to ordinary shares to be issued Twenty-fourth resolution by the Company or one of its subsidiaries either immediately or in the future, without preferential subscription rights of the Delegation of authority granted to the Board of Directors to shareholders, in case of public offerings other than those set issue, with preferential subscription rights of the shareholders, forth in Article L.411-2 of the French Monetary and Financial ordinary shares resulting from the issue by the subsidiaries of Code the Company of securities giving a claim to ordinary shares to be issued by the Company Nineteenth resolution Twenty-fifth resolution Delegation of authority granted to the Board of Directors to increase the share capital of the Company by issuing Delegation of power granted to the Board of Directors to ordinary shares or securities giving a claim to ordinary shares increase the share capital of the Company by issuing ordinary to be issued by the Company or one of its subsidiaries either shares or securities giving a claim to the Company’s ordinary immediately or in the future, without preferential subscription shares, reserved for employees enrolled in an employer- rights
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