Notice of Meeting Shareholders Meeting (Ordinary and Extraordinary)

Transcription

1 Notice of Meeting Shareholders Meeting (Ordinary and Extraordinary) Wednesday, April 25, 2012 at 2:30 pm at the Palais des Congrès 2, place de la Porte Maillot Paris - France

2 Summary 01 Editorial 02 How to participate in the Shareholders Meeting? Conditions for participating in the Shareholders Meeting Formalities prior to the Shareholders Meeting How to get to the Shareholders Meeting? How to obtain information? With the paper voting form Via Internet 08 Agenda 10 Report of the AXA Board of Directors on the proposed resolutions 15 Proposed resolutions submitted by the AXA Board of Directors 24 Information concerning the candidates to the AXA Board of Directors Presentation of the candidate who is a member of the Board, and whose term of office is up for renewal Presentation of the candidates for appointment as member of the Board of Directors 32 Executive summary of AXA s situation in Financial results of the Company over the past five years 39 Request for printed materials and information AXA A public company (société anonyme) Registered share capital: 5,397,982, Registered office: 25, avenue Matignon Paris - France Paris Trade and Company Register: Information set forth in Article R of the French Commercial Code (Code de commerce). This document is a free translation of the French Notice of Meeting (Brochure de Convocation) and is being proposed for informational purposes only. Only the original version in the French language has legal force. This document is available in French and English on the AXA website (

3 Editorial Dear Shareholders, I hereby convene you to the AXA Shareholders Meeting which will take place: Wednesday, April 25, 2012 at 2:30 pm at the Palais des Congrès 2, place de la Porte Maillot Paris - France The Shareholders Meeting is a privileged and important moment to communicate, exchange and debate. It is 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 consider several matters. More particularly, you will be asked to approve the financial statements for the fiscal year 2011 and the distribution of a dividend of 0.69 per share. I sincerely hope that you will participate in the Shareholders Meeting. If you cannot personally attend, you may vote by mail, or give a proxy to an individual, a legal entity of your choice or to the Chairman of the Meeting. You may also vote by Internet through a simple, rapid and secured procedure. Information regarding this procedure is available in the following pages. On behalf of the Board of Directors, I wish to thank you for your trust as well as your careful attention to the resolutions submitted to your vote. Sincerely. Henri de Castries Chairman & Chief Executive Officer 2012 Notice of Meeting AXA Shareholders Meeting 1

4 How to participate in the Shareholders Meeting? Conditions for participating in the Shareholders Meeting All shareholders are entitled to participate in the Meeting, regardless of the number of shares they own. If the shareholders cannot attend the Meeting, they may select one of the following three options: 1) give a proxy, in accordance with the provisions of Article L of the French Commercial Code, to another shareholder attending the Shareholders Meeting, to their spouse, to the partner with whom they have entered into a civil solidarity pact (pacte civil de solidarité) or to any other individual or legal entity of their choice; 2) send BNP Paribas Securities Services the enclosed paper voting form without appointing a representative; the vote will then be counted in favor of the resolutions approved by the Board of Directors; 3) vote electronically using the Internet or vote by mailing the enclosed paper voting form, under the conditions described below. The shareholders may not in any case send in both a proxy form and a paper voting form. Formalities prior to the Shareholders Meeting Pursuant to Article R of the French Commercial Code, the right to attend the Shareholders Meeting, to vote by mail or via Internet or to be represented is granted to the shareholders who can prove their status by a book entry stating the number of shares held in their name or the name of the intermediary acting on their behalf in accordance with the seventh paragraph of Article L of the French Commercial Code (the Custodian ) on the third business day preceding the Meeting at 0:00 am (Paris time), i.e. on Friday, April 20, 2012 at 0:00 am (Paris time, France). For holders of registered shares: Your shares must be registered in the Company s share registers (pure or administered) on the third business day preceding the Meeting at 0:00 am, local time, i.e. on Friday, April 20, 2012 at 0:00 am (Paris time, France). For holders of bearer shares: You must request the Custodian of your shares to issue a certificate of attendance as soon as possible. AXA offers the possibility to directly give your instructions electronically, using the Internet, prior to the Shareholders Meeting. Shareholders, with this additional voting method, will therefore be able to benefit from all the options available on the paper voting form via a secured website. As a result, you can (i) request an admission card, (ii) vote by mail or (iii) give a proxy to the Chairman, your spouse, the partner with whom you have entered into a civil solidarity pact (pacte civil de solidarité) or to any other individual or legal entity of your choice. Access to the website is protected by an ID number and a password. All data transfers are encoded in order to protect your voting privacy. If you wish to choose this procedure to transmit your instructions, please follow the instructions detailed below under the section entitled Via Internet. Otherwise, please refer to the section entitled With the paper voting form (page 4) Notice of Meeting AXA Shareholders Meeting

5 How to participate in our Shareholders Meeting? How to get to the Shareholders Meeting? By subway Line 1, Porte Maillot station, Palais des Congrès By RER (train) Line C, Neuilly Porte Maillot station, Palais des Congrès By bus Lines 82, 73, 43, 244, PC1 or PC3 By airplane Airport shuttle from Roissy Charles de Gaulle Airport (every 30 minutes) Airport shuttle from Orly Airport (line RER C to Invalides station + bus) By car Ring road: Porte Maillot exit or Porte des Ternes exit Underground parking lot with direct access to the Palais des Congrès (payment required) EXIT PORTE MAILLOT Specific services will be made available to facilitate your access to the sign-in area and meeting room How to obtain information? The documents referred to in Article R of the French Commercial Code are available upon written request sent to BNP Paribas Securities Services - C.T.S. Assemblées - Les Grands Moulins de Pantin Paris Cedex 09 - France. A request form for printed materials and information is included at the end of this Notice of Meeting. The 2011 Annual Report (Document de Référence) is available on the AXA website: For additional information, please contact: n Individual Shareholders Relations: Phone: (free calls from France) +33 (0) (calls from abroad) actionnaires.web@axa.com n Registered Shareholders Relations: Phone: (toll-free number from France) +33 (0) (calls from abroad) Fax: +33 (0) axa_relations@bnpparibas.com n Employee Shareholders Relations: For information regarding the Meeting: Phone: (toll-free number from France) +33 (0) (calls from abroad) axa_relations@bnpparibas.com For information regarding your AXA Epargne Entreprise personal accounts: Phone: (non-surcharged call) (only for France) Outside France, please contact your local SharePlan correspondent. For shareholders who are not able to attend the Meeting in person, we have arranged a live broadcast on the AXA website: This website will also provide a deferred broadcast of the entire Meeting after the event Notice of Meeting AXA Shareholders Meeting 3

6 How to participate in our Shareholders Meeting? With the paper voting form If you wish to attend the Shareholders Meeting in person You must request an admission card. This document is required in order to attend the Meeting and to vote. Please tick box A on the voting form. Please return the voting form duly dated and signed to the address indicated below. For holders of registered shares or mutual fund units (FCPE): Please return the voting form in the enclosed postage-paid envelope or by regular mail, to the centralizing institution mandated by AXA: BNP Paribas Securities Services C.T.S. Assemblées Les Grands Moulins de Pantin Paris Cedex 09 - France For holders of bearer shares: Please return the voting form to your Custodian (bank, brokerage firm, online broker...) as soon as possible. Your Custodian shall then send your voting form together with the certificate of attendance to the above address. If you wish to vote by mail or to be represented at the Shareholders Meeting Please choose one of the following three options available: Vote by mail Complete the voting form with the instructions given in the I vote by post box. Return the voting form duly dated and signed. Give your proxy to the Chairman of the Shareholders Meeting The Chairman will then cast a vote in favor of the resolutions approved by the Board of Directors and will cast a vote against the resolutions which were not approved by the Board. Complete the voting form with the instructions given in the I hereby give my proxy to the Chairman of the General Meeting box. Return the voting form duly dated and signed. Give your proxy to another shareholder, your spouse or the partner with whom you have entered into a civil solidarity pact (pacte civil de solidarité) or any other individual or legal entity of your choice Specify the name and address of the person you wish to appoint as your representative to attend the Meeting and vote on your behalf. Return the voting form duly dated and signed. For holders of registered shares or mutual fund units (FCPE): Return the voting form, duly completed and signed, in the enclosed postage-paid envelope or by regular mail, to the centralizing institution mandated by AXA: BNP Paribas Securities Services C.T.S. Assemblées Les Grands Moulins de Pantin Paris Cedex 09 - France For holders of bearer shares: Return the voting form as soon as possible to your Custodian (bank, brokerage firm, online broker...). Your Custodian shall then send your voting form together with the certificate of attendance to the above mentioned address. If a shareholder has already voted by mail or via Internet, he/she may no longer opt to attend the Meeting in person or to give a proxy to an authorized representative. Please note that requests for admission cards or related to voting or proxy forms should not be sent directly to AXA Notice of Meeting AXA Shareholders Meeting

7 How to complete the voting form? You wish to attend the Shareholders Meeting: Tick here. You will not attend the Shareholders Meeting: Select one of the three options. Your shares are bearer shares: You must return the voting form to your Custodian. IMPORTANT : avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please refer to instructions on reverse side. QUELLE QUE SOIT L OPTION CHOISIE, NOIRCIR COMME CECI LA OU LES CASES CORRESPONDANTES, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, SHADE BOX(ES) LIKE THIS, DATE AND SIGN AT THE BOTTOM OF THE FORM A. Je désire assister à cette assemblée et demande une carte d admission : dater et signer au bas du formulaire / I wish to attend this shareholders' meeting and request an admission card: date and sign at the bottom of the form. B. J utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l une des 3 possibilités offertes / I prefer using the mailing voting form or the proxy form as specified below. SOCIÉTÉ ANONYME AU CAPITAL DE ,80 Siège social : 25, avenue Matignon PARIS FRANCE R.C.S. PARIS ASSEMBLEE GENERALE MIXTE Convoquée pour le mercredi 25 avril 2012 à 14 heures 30 au Palais des Congrès - 2, place de la Porte Maillot PARIS COMBINED GENERAL MEETING to be held on Wednesday, April 25, 2012 at 2:30 pm at the Palais des Congrès - 2, place de la Porte Maillot PARIS CADRE RÉSERVÉ À LA SOCIÉTÉ / For the Company s use only Identifiant / Account Vote simple Nominatif Single vote Registered Nombre Number Vote double d actions of shares Double vote Porteur / Bearer Nombre de voix / Number of voting rights JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso renvoi (2) - See reverse (2) Je vote OUI à tous les projets de résolutions présentés et agréés par le Conseil d Administration, à l EXCEPTION de ceux que je signale en noircissant comme ceci la case correspondante et pour lesquels je vote NON ou je m abstiens. I vote IN FAVOUR OF all the draft resolutions approved by the Board of Directors EXCEPT those indicated by a shaded box - like this, for which I vote AGAINST or I abstain Sur les projets de résolutions non agréés par le Conseil d Administration, je vote en noircissant comme ceci la case correspondant à mon choix. On the draft resolutions not approved by the Board of Directors, I cast my vote by shading the box of my choice - like this Oui Non/Abst Yes No/Abs Oui Non/Abst Yes No/Abs 13 Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting - Je donne pouvoir au Président de l'a.g. de voter en mon nom. / I appoint the Chairman of the general meeting to vote on my behalf.. - Je m abstiens (l abstention équivaut à un vote contre). / I abstain from voting (is equivalent to a vote against) Je donne procuration (cf. au verso renvoi (4)) à M, Mme ou Mlle, Raison Sociale pour voter en mon nom / I appoint (see reverse (4)) Mr., Mrs. or Ms., Corporate Name to vote on my behalf Pour être pris en considération, ce formulaire dûment complété doit parvenir au plus tard : In order to be considered, this completed form must be received no later: sur 1 ère convocation / on 1 st notice Le 24/04/2012 à 15h00, heure de Paris / Than April 24, 2012 at 3:00 pm Paris time à / by BNP PARIBAS SECURITIES SERVICES, CTS Assemblées, Grands Moulins de Pantin PARIS Cedex A B C JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE GÉNÉRALE cf. au verso renvoi (3) I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE GENERAL MEETING See reverse (3) JE DONNE POUVOIR A : cf. au verso renvoi (4) pour me représenter à l'assemblée I HEREBY APPOINT: see reverse (4) to represent me at the meeting M, Mme ou Mlle, Raison Sociale / Mr., Mrs. or Ms., Corporate Name Adresse / Address ATTENTION : S il s agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement enregistrées par votre teneur de compte. CAUTION : In case of bearer shares, these instructions will be valid only if they are directly registered by your custodian. S A M P L E Date & Signature Nom, Prénom, Adresse de l actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement) - Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary) Cf. au verso renvoi (1) - See reverse (1) Whatever option you choose, date and sign here. Verify your first and last name, your address, and correct them if necessary. Your wish to vote by mail-in vote: Tick here and follow the instructions. You wish to give your proxy to the Chairman of the Meeting: Tick here and follow the instructions. You wish to give your proxy to a specific representative who will be present at the Shareholders Meeting: Tick here and write the name and address of this representative. Pursuant to applicable regulations, the shareholders may obtain the voting form by letter sent to BNP Paribas Securities Services C.T.S. Assemblées Les Grands Moulins de Pantin Paris Cedex 09 - France. In order to be valid, these requests must be received at the above address mentioned no later than six days prior to the Meeting, i.e. no later than Thursday, April 19, In order to be valid, the form, duly filled out and signed, must be received by BNP Paribas Securities Services no later than Tuesday, April 24, 2012 at 3:00 pm (Paris time, France) Notice of Meeting AXA Shareholders Meeting 5

8 How to participate in our Shareholders Meeting? Via How to log on to the website dedicated to the Shareholders Meeting? MY SHARES ARE REGISTERED SHARES 1) My shares are pure registered shares Access to the online voting system requires an ID number and a password, which are the ID number and password you also use to consult your registered account on the PlanetShares website ( If you know your ID number and password, you can log on via Access 1 to the following website On the homepage of the dedicated website Click on Access 1 Then follow the instructions displayed on the screen. If you have lost your ID number and/or your password, the log on procedure will be the same as the procedure described below under the section entitled My shares are administered registered shares. 2) My shares are administered registered shares On the voting form enclosed in this Notice of Meeting, identify your ID number (on the upper right-hand side) and log on via Access 2 to the following website ID Number / Field 1 Field 2 On the homepage of the dedicated website Click on Access 2 Once you have received this letter, you will have the ID number and password required to log on via Access 1. On the homepage of the dedicated website Click on Access 1 Then follow the instructions displayed on the screen. 3) My shares have been acquired through the exercise of stock options or free allotments of shares held by Société Générale Securities Services custodian (e.g.: AXA Miles ) Your access to the voting website bnpparibas.com/axa.pg requires the ID number appearing on the upper right-hand side of the voting form enclosed in this Notice of Meeting and an identification number corresponding to the 8 last digits of your Société Générale Identification Number composed of 16 digits, appearing on the upper left-hand side of your Société Générale statements. Please log on via Access 4. On the homepage of the dedicated website Click on Access 4 Once you have entered these items of information, please indicate the address to which you would like your password to be sent. When you have received this , you will have the ID number and password required to log on via Access 1. After this first connection, BNP Paribas Securities Services will send you a secured letter containing your password. You should receive this letter within approximately three days (standard postal routing delay). On the homepage of the dedicated website Click on Access 1 Then follow the instructions displayed on the screen Notice of Meeting AXA Shareholders Meeting

9 How to participate in our Shareholders Meeting? MY SHARES ARE BEARER SHARES Shareholders holding bearer shares who wish to give their instructions via Internet prior to the Meeting shall contact their Custodian (bank, brokerage firm, online broker ) and follow the instructions detailed below: Ask your Custodian to deliver a certificate of attendance corresponding to the number of AXA shares you specify (up to the number of your AXA shares held with such Custodian) and provide it with your address. Your Custodian shall then transfer this certificate and your address to: BNP Paribas Securities Services C.T.S. Assemblées Les Grands Moulins de Pantin Paris Cedex 09 - France You will receive an containing your ID number, which is required to generate your password online via Access 3 on the following website axa.pg I AM AN AXA GROUP EMPLOYEE OR FORMER EMPLOYEE HOLDING FCPE MUTUAL FUND UNITS If you are a current or former AXA Group employee who owns units in a mutual fund (FCPE) invested in AXA shares with individual voting rights at AXA Shareholders Meetings, your access to the voting website com/axa.pg requires the ID number appearing on the upper right-hand side of the voting form enclosed in this Notice of Meeting and an identification number corresponding to your Internet AXA Epargne Entreprise (cape@si) account number composed of 8 digits appearing on the upper left-hand side of your AXA Epargne Entreprise statements. Please log on via Access 4. On the homepage of the dedicated website Click on Access 4 On the homepage of the dedicated website Click on Access 3 Once you have received this and after generating your password online, you will have the ID number and the password allowing you to log on via Access 1. On the homepage of the dedicated website Click on Access 1 Once you have entered these items of information, indicate the address to which you would like your password to be sent. When you have received this , you will have the ID number and password required in order to log on via Access 1. On the homepage of the dedicated website Click on Access 1 Then follow the instructions displayed on the screen. Then follow the instructions displayed on the screen. The secured voting website dedicated to the Shareholders Meeting will be opened as from Wednesday, March 28, If you own AXA shares in several different forms of ownership (registered, bearer shares or FCPE units), you will have to vote several times in order to cast all the voting rights attached to your AXA shares. The possibility to vote via Internet will end the day before the Meeting, i.e. on Tuesday, April 24, 2012, at 3:00 pm (Paris time, France). However we recommend that you do not wait until this deadline to vote. Weblink to the website dedicated to the Shareholders Meeting: Notice of Meeting AXA Shareholders Meeting 7

10 Agenda ORDINARY RESOLUTIONS First resolution Approval of the Company s financial statements for the fiscal year parent only Second resolution Approval of the consolidated financial statements for the fiscal year 2011 Third resolution Earnings appropriation for the fiscal year 2011 and declaration of a dividend of 0.69 per share Fourth resolution Statutory Auditors special report on regulated agreements Fifth resolution Re-appointment of Mr. François Martineau as director Sixth resolution Appointment of Mr. Stefan Lippe as director Seventh resolution Appointment of Mrs. Doina Palici-Chehab to the Board of Directors upon proposal of the employee shareholders of the AXA Group Eighth resolution (not approved by the Board of Directors) Appointment of Mrs. Fewzia Allaouat to the Board of Directors upon proposal of the employee shareholders of the AXA Group Ninth resolution (not approved by the Board of Directors) Appointment of Mr. Olivier Dot to the Board of Directors upon proposal of the employee shareholders of the AXA Group Eleventh resolution (not approved by the Board of Directors) Appointment of Mr. Denis Gouyou-Beauchamps to the Board of Directors upon proposal of the employee shareholders of the AXA Group Twelfth resolution (not approved by the Board of Directors) Appointment of Mr. Thierry Jousset to the Board of Directors upon proposal of the employee shareholders of the AXA Group Thirteenth resolution (not approved by the Board of Directors) Appointment of Mr. Rodney Koch to the Board of Directors upon proposal of the employee shareholders of the AXA Group Fourteenth resolution (not approved by the Board of Directors) Appointment of Mr. Emmanuel Ramé to the Board of Directors upon proposal of the employee shareholders of the AXA Group Fifteenth resolution Re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor Sixteenth resolution Appointment of Mr. Yves Nicolas as alternate Statutory Auditor Seventeenth resolution Authorization granted to the Board of Directors in order to purchase ordinary shares of the Company Tenth resolution (not approved by the Board of Directors) Appointment of Mr. Herbert Fuchs to the Board of Directors upon proposal of the employee shareholders of the AXA Group Notice of Meeting AXA Shareholders Meeting

11 Agenda EXTRAORDINARY RESOLUTIONS Eighteenth resolution Delegation of power granted to the Board of Directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving a claim to the Company s ordinary shares, reserved for employees enrolled in the employersponsored Company savings plan Nineteenth resolution Delegation of power granted to the Board of Directors for the purpose of increasing the share capital of the Company by issuing ordinary shares, without preferential subscription rights, in favor of a specific category of beneficiaries Twenty-first resolution Modification of the Bylaws regarding agreements for ongoing business operations conducted in a usual way Twenty-second resolution Modification of the Bylaws regarding the electronic signature Twenty-third resolution Authorization to comply with all formal requirements in connection with this Meeting Twentieth resolution Authorization granted to the Board of Directors to reduce the share capital through the cancellation of ordinary shares 2012 Notice of Meeting AXA Shareholders Meeting 9

12 Report of the AXA Board of Directors on the proposed resolutions To the Shareholders of AXA: We have convened you to this Ordinary and Extraordinary Shareholders Meeting to submit a number of resolutions for your consideration pertaining to: The approval of the AXA annual and consolidated financial statements for the year ended December 31, 2011 and determination of the dividend (I); The approval of a regulated agreement (II); The re-appointment of Mr. François Martineau as member of the Board of Directors and the appointment of two new directors, one of them upon proposal of the employee shareholders of the AXA Group (III); The re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor and the appointment of Mr. Yves Nicolas as new alternate Statutory Auditor (IV); The renewal of the authorizations granted to the Board of Directors related to the share repurchase program and to the cancellation of shares (V); The renewal of the delegations of power granted to the Board of Directors in order to issue ordinary shares or securities giving a claim to ordinary shares of the Company through the employee savings plans (VI); The approval of several modifications of the Company s Bylaws in order to comply with the new provisions of the law of May 17, 2011 and the decree of November 9, 2011 (VII). I Approval of the annual financial statements Ordinary resolutions 1 to 3 The first items on the agenda pertain to the approval of AXA s annual financial statements (resolution 1) and consolidated financial statements (resolution 2). AXA s annual financial statements for the year ended December 31, 2011 show a profit of 8,649 million, compared to a loss of 488 million for the preceding fiscal year. The consolidated financial statements for the fiscal year 2011 show a net income Group share of 4,324 million, compared to 2,749 million for the preceding fiscal year. For further information on AXA s 2011 financial statements as well as the evolution of the Company s business during 2011 and since the beginning of 2012, please refer to the Board of Directors report included in the 2011 Annual Report (Document de Référence) filed with the AMF (Autorité des marchés financiers) on March 15, 2012 which is made available in accordance with applicable laws and regulations, in particular on AXA s website ( The purpose of resolution 3 is to determine the allocation of earnings for the fiscal year 2011 which shows a profit of 8,649 million. The income available for appropriation, after allocation of an amount of 11, to the legal reserve amounts to 10,810,318,559.39, and consists in earnings for 8,648,637, and in prior retained earnings for 2,161,681, The Board of Directors has decided to propose the payment of a dividend of 0.69 per share this year, representing a global distribution of 1,626,466, The balance of income available for appropriation, i.e. 9,183,852,270.59, would be allocated to the retained earnings. It is specified that treasury shares held by the Company on the date the dividends are made available for payment do not give right to a dividend, you are therefore being asked to allocate the amounts corresponding to unpaid dividends for such shares to retained earnings. This dividend would be paid out on May 9, 2012 and the ex-dividend date would be May 4, The proposed dividend entitles eligible recipients to the 40% tax relief set forth in paragraph 2 of Article of the French General Tax Code (Code Général des Impôts). It applies to all individuals deemed to be French residents for tax purposes and amounts to 0.28 per share. For information purposes only, it is reminded that Article 117 quater of the French General Tax Code, provides that individuals who are deemed to be French residents for tax purposes, and whose income is eligible for the 40% tax relief may, barring certain exceptions, opt for a 21% flat deduction at the source, calculated on the basis of the gross amount of income received. Exercising the option for a flat deduction at the source is binding and must be renewed, at the latest, upon each payment. This option would however lead to the loss of the 40% tax relief mentioned hereinbefore and of the lumpsum abatement of 1,525 or 3,050 depending on marital status. The flat deduction at the source shall be completed on the date of the dividend payout. The welfare taxes (CSG, CRDS, welfare deduction and additional contributions) due by the persons who are deemed to be French residents for tax purposes are, in any case, paid on the date of the dividend payout Notice of Meeting AXA Shareholders Meeting

13 Report of the AXA Board of Directors on the proposed resolutions Pursuant to the provisions of Article 243 bis of the French General Tax Code, the table below summarizes dividend payout information, with and without the 40% tax relief, for the previous three fiscal years. Fiscal year 2008 Fiscal year 2009 Fiscal year 2010 Dividend per share Dividend with tax relief Dividend without tax relief Furthermore, consequently to the merger into your Company of its wholly-owned subsidiary AXA Participations 2 which took place during the first semester of 2011 through a winding-up process (Article paragraph 3 of the French Civil Code), AXA agreed to absorb into its balance sheet the special reserve for long-term capital gains (réserve spéciale des plus-values à long terme) of AXA Participations 2 for an amount of 300,293,069. As a consequence, you are being asked to approve the proposal of your Company s Board of Directors to affect to the special reserve for long-term capital gains an amount of 300,293,069 drawn from the reserve in case of contingencies (réserve pour éventualités diverses). II Approval of a regulated agreement Ordinary resolution 4 In resolution 4, you are being asked to approve, based on the Statutory Auditors special report, the contribution in kind agreement between your Company and AXA ASIA signed on November 16, This plan was implemented in order for your Company to transfer to its wholly-owned subsidiary AXA ASIA, participating interests in Life and Property & Casualty businesses of the Group in Asia. This internal corporate reorganization follows the completion of the repurchase by your Company, on April 1 st, 2011, of its Asian Life, Savings and Retirement businesses held by its former subsidiary AXA Asia Pacific Holdings Limited (Australia and New-Zealand excluded), transferred on the same date to AMP Limited. The Statutory Auditors special report also mentions the agreements and commitments referred to as regulated agreements previously approved and which remained in force in These agreements and commitments as well as the contribution in kind agreement between your Company and AXA ASIA are presented in the Statutory Auditors special report included in the 2011 Registration Document (Document de Référence) filed with the AMF (Autorité des marchés financiers), and made available in accordance with applicable laws and regulations, in particular on AXA s website ( III Re-appointment of a member of the Board of Directors and appointment of two new directors, one of them upon proposal of the employee shareholders of the AXA Group Ordinary resolutions 5 to 14 Re-appointment of Mr. François Martineau (resolution 5) You are being asked to approve the re-appointment of Mr. François Martineau as member of the Board of Directors, whose term of office expires at the end of this Shareholders Meeting, for a four-year term, pursuant to Article 10 of the Company s Bylaws. If re-appointed, his term of office would expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year. A short biography of Mr. François Martineau appears in the exhibits to this report. Appointment of a new member of the Board of Directors (resolution 6) The Board of Directors, upon recommendation of its Ethics & Governance Committee, has decided to propose the appointment of Mr. Stefan Lippe as director for a period of four years, pursuant to Article 10 of the Company s Bylaws. His term of office would expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year. Mr. Stefan Lippe s (56 years old) candidacy was selected due to his large experience of the insurance business acquired through thirty years within the Swiss Re Group where he became a member of the Executive Committee as of 2001 and Chief Executive Officer from 2009 to the beginning of The Board of Directors furthermore assessed the independence of Mr. Stefan Lippe on the basis of the recommendations contained in the AFEP/MEDEF Code and determined that Mr. Lippe could be considered as independent. A short biography of Mr. Stefan Lippe appears in the exhibits to this report. Appointment of a member of the Board of Directors upon recommendation of the employee shareholders of the AXA Group (resolutions 7 to 14) The term of office of Ms. Wendy Cooper, who is currently serving as member of the Board of Directors representing the employee shareholders, will expire at the close of this Meeting. You are therefore being asked, through resolutions 7 to 14, to appoint a new employee shareholder representative upon proposal of the employee shareholders of the AXA Group. In accordance with applicable laws and regulations and the Company s Bylaws, at the end of 2011 and in early 2012, the 2012 Notice of Meeting AXA Shareholders Meeting 11

14 Report of the AXA Board of Directors on the proposed resolutions Company conducted the process of consulting the AXA Group employee shareholders, via a direct consultation (the direct process) as well as a consultation of the members of the supervisory boards of the FCPEs (Fonds Communs de Placement d Entreprise) with indirect voting rights (the indirect process). Once these consultations were completed, eight candidates were selected under the direct process (for each of these candidates, the percentage of votes received during the voting process is indicated): Mrs. Fewzia Allaouat (4.97%), Mr. Olivier Dot (5.49%), Mr. Herbert Fuchs (4.45%), Mr. Denis Gouyou-Beauchamps (3.61%), Mr. Thierry Jousset (8.57%), Mr. Rodney Koch (9.53%), Mrs. Doina Palici-Chehab (46.89%) and Mr. Emmanuel Ramé (12.32%). Under the indirect process, no candidacies were submitted. The proposed appointment of each candidate is the subject of a separate resolution, and you are being asked to vote on each one of them. A short biography of each candidate may be found in the exhibits to this report. It falls within the competence of the Board of Directors to issue an opinion on every proposed resolution submitted to the Shareholders. As a consequence, the Board of Directors has decided to recommend that the Shareholders vote in favor of resolution 7 (Appointment of Mrs. Doina Palici-Chehab to the Board of Directors upon proposal of the employee shareholders of the AXA Group) and to reject resolutions 8 to 14. This recommendation was issued by the Board of Directors after its Ethics & Governance Committee issued a positive opinion on the appointment of Mrs. Doina Palici-Chehab to serve as member of the Board of Directors. The Board of Directors believes that Mrs. Doina Palici-Chehab is the best candidate to serve as employee shareholder representative to the AXA Board of Directors. She received strong support from the employee shareholders with direct voting rights during the preliminary phase for selection of candidates, collecting approximately 47% of the votes cast. Mrs. Doina Palici-Chehab (54 years old), has nearly thirty years of experience in the insurance sector and in particular twenty-two years within the AXA Group in Germany, France and India. Currently Chief Executive Officer of AXA Business Services in India (2,500 employees), she was head of Group reinsurance from 2000 to 2010 within AXA Global P&C (formerly AXA Cessions ). The Board of Directors could benefit from Mrs. Doina Palici-Chehab s experience of the insurance sector, her knowledge of the Group as well as her very international profile. Furthermore, Mrs. Doina Palici-Chehab s appointment as director would help maintain the proportion of women within the Board, considering the expiry of Ms. Wendy Cooper s term of office. The Board of Directors also recommends that the Shareholders vote in favor of only one of resolutions 7 to 14, and that they reject the others, because the Bylaws of your Company request the appointment of only one member of the Board designated upon recommendation of the employee shareholders. However it should be noted that in the event several resolutions numbered from 7 to 14 receive more votes in favor than the majority of all the votes cast by the shareholders present at the Meeting or duly represented, only the resolution receiving the highest number of votes in favor would be considered as having passed; the other resolutions in the aforementioned series being considered as rejected. IV Re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor and appointment of a new alternate Statutory Auditor Ordinary resolutions 15 and 16 The term of office of PricewaterhouseCoopers Audit as incumbent Statutory Auditor and the term of office of Mr. Patrick Frotiée as alternate Statutory Auditor expire at the end of this Shareholders Meeting. Consequently, the Board of Directors, upon recommendation of its Audit Committee, proposes to: re-appoint PricewaterhouseCoopers Audit as incumbent Auditor for a term of six years. This term of office would expire at the end of the Shareholders Meeting called in 2018 to approve the financial statements of the preceding fiscal year; appoint Mr. Yves Nicolas as alternate Statutory Auditor for a term of six years. The term of office of Mr. Yves Nicolas would expire at the end of the Shareholders Meeting called in 2018 to approve the financial statements of the preceding fiscal year. V Authorizations enabling the Company to buy its own shares and, as the case may be, to cancel these shares Ordinary resolution 17 and extraordinary resolution 20 The Board of Directors requests that the Shareholders once again authorize it to purchase up to 10% of the Company s outstanding share capital, or 5% of the total number of shares constituting the share capital in the case of shares acquired by the Company for the purpose of holding them for subsequent payment or tender in a merger, spinoff or contribution, it being specified that the purchases of the Company s ordinary shares may not, under any circumstances, result in the Company holding more than 10% of the ordinary shares representing its share capital. These shares may be acquired for the purpose of: a) (i) hedging stock options or other share allocations offered to employees or executive officers of the AXA Group, (ii) granting for free or assigning shares, pursuant to applicable law, to present or former employees, executive officers, and general insurance agents enrolled in any employee savings plan sponsored by the Company or the AXA Group pursuant to applicable law, in particular Articles L et seq. of the French Labor Code, or (iii) granting free shares to employees or executive officers of the Company or the AXA Group pursuant to the provisions of Articles L et seq. of the French Commercial Code, b) optimizing the liquidity of the AXA share through a liquidity contract that complies with the Association française des marchés Notice of Meeting AXA Shareholders Meeting

15 Report of the AXA Board of Directors on the proposed resolutions financiers (AMAFI) Code of Ethics approved by the Autorité des marchés financiers (AMF), c) holding shares for the purpose of subsequent payment or in exchange in the event of potential external growth operations, in accordance with the market practice accepted by the AMF, d) delivering shares upon exercise of rights attached to securities representing debt instruments giving a claim on the Company s share capital, e) cancelling some or all of these shares, provided that the Shareholders, in an extraordinary resolution, approve resolution 20 allowing the Board of Directors to reduce the capital through the cancellation of the shares acquired pursuant to a share repurchase program, or f) in general, performing all operations relating to hedging operations or any other admissible operation or to be subsequently admissible by the laws and regulations in force, provided that the Shareholders are informed beforehand, by any means admitted by the regulations, in the event the Board of Directors wishes to use this share repurchase authorization for any objective that has not been expressly listed above. The maximum unit price of purchase may not exceed 35, excluding expenses. The acquisition, sale or transfer of these shares may be completed and paid for by all appropriate means in accordance with applicable laws and regulations. The Board of Directors may also, in accordance with applicable laws and regulations, reallocate repurchased shares with regard to one or several objectives of the program, or transfer repurchased shares, it being specified that these reallocations and transfers may concern shares repurchased pursuant to previous authorizations. The Board of Directors recommends that this authorization, which would replace and render null and void the unused portion of the authorization granted by the Shareholders Meeting of April 27, 2011, under resolution 8, be granted for a period of 18 months, starting from the date of this Shareholders Meeting. Under resolution 20, the Board of Directors also requests this Shareholders Meeting to grant full authority, for a period of 18 months, to the Board of Directors, with the right to sub-delegate as provided by law, to reduce the Company s share capital through the cancellation, in one or several times, of the shares acquired by the Company by virtue of Article L of the French Commercial Code, within the limit of 10% of the Company s share capital in any given 24-month period. This resolution would replace and render null and void the unused portion of the authorization granted by the Shareholders Meeting of April 27, 2011, under resolution 24. VI Delegations of power granted to the Board of Directors for the purpose of issuing ordinary shares or securities giving a claim to ordinary shares of the Company in the context of a Company savings plan Extraordinary resolutions 18 and 19 In resolution 18, you are being asked to delegate to the Board of Directors, for a period of 18 months, with the right to sub-delegate as provided by law, the power to issue, as provided in Articles L et seq., and L of the French Commercial Code and Articles L et seq. of the French Labor Code, ordinary shares or securities giving a claim to the Company s ordinary shares reserved for present or former employees, executive officers and general insurance agents of the Company or the AXA Group, within the limit of 135 million in nominal amount. This decision entails the express waiver by the shareholders of their preferential rights to subscribe to the shares or securities, if necessary freely granted, issued by virtue of this delegation, for the benefit of such employees, executive officers or general insurance agents, as well as their rights to subscribe to the shares issued in the context of the issue of such securities. The issue price of the shares to be issued in accordance with applicable laws and regulations shall not be more than 20% lower than the average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors formally sets the opening date of the subscription period. The Board of Directors may consequently, if it deems appropriate, reduce or suppress the aforementioned discount in particular in order to take into consideration the new international accounting standards, or locally applicable legal, accounting, fiscal or social provisions in the countries of certain beneficiaries. Additional information on the use by the Board of Directors of the authorization to issue shares or securities giving claims to the Company s share capital in the context of the Company savings plan approved by the Shareholders Meeting of April 27, 2011 are presented in section 2.2 Full disclosure on executive compensation and share ownership (Employee Shareholders) and in Appendix VIII (Supplemental report by the Deputy Chief Executive Officer (Capital increase reserved for the employees of the AXA Group)) of the 2011 Annual Report filed with the AMF which is made available in accordance with applicable laws and regulations, in particular on AXA s website ( In the continuity of resolution 18, you are being asked, in resolution 19, to delegate to the Board of Directors, for a period of 18 months, with the right to sub-delegate as provided by law, the power to carry out one or several capital increases reserved for (i) employees, executive officers and general insurance agents of the companies or economic interest groups affiliated with the Company pursuant to Article L of the French Commercial Code and Articles L and L of the French Labor Code and incorporated outside of France; (ii) and/or mutual funds or other company savings plans invested in securities in the Company, as a legal entity or otherwise, whose shareholders or unit holders are the persons described in (i) of this paragraph; (iii) and/or any bank or any entity held by such bank which, at the Company s request, participates in the implementation of a structured offer for the persons mentioned in (i) of this paragraph. The purpose of such capital increase would be to allow the employees, executive officers or general agents of the AXA Group residing in certain countries to benefit, taking into account locally applicable regulatory or fiscal restrictions, from structures that are as similar in terms of economic profile as possible to those offered to the other employees of the Group in the context of the implementation of resolution Notice of Meeting AXA Shareholders Meeting 13

16 Report of the AXA Board of Directors on the proposed resolutions The nominal amount of the capital increase that may result from the implementation of this delegation shall not exceed 135 million, provided that this limit is common to resolutions 18 and 19, so that the amount of the capital increase that may result from the implementation of resolutions 18 and 19 may not exceed the nominal amount of 135 million. The issue price of the new shares to be issued under resolution 19 shall not be more than 20% lower than the average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors formally sets the opening date of the subscription period, nor higher than this average, and the Board of Directors may reduce or suppress the 20% discount hereabove mentioned if it deems appropriate in order, specifically, to comply with locally applicable legal, accounting, fiscal and social regulations in the countries of certain beneficiaries. In the event this delegation is used, the Board of Directors and the Statutory Auditors shall establish supplementary reports, in accordance with applicable laws. In order for your Company s Bylaws to comply with the provisions of this law of May 17, 2011, you are asked, through resolution 21 to modify Article 21 of your Company s Bylaws in order to delete any indication regarding the communication process related to agreements for ongoing business operations conducted in a usual way. Furthermore, Decree n of November 9, 2011 regarding communication means in corporate law simplified the legal provisions related to the electronic signature of mail voting forms and proxies issued in the context of general meetings of public limited companies. You are therefore being asked, through resolution 22, to adapt Article 23 of the Bylaws of your Company to the new provisions of Articles R and R of the French Commercial Code. Formalities Resolution 23 Resolution 23 proposed for your approval is for the purpose of granting full authority to carry out all formal publication, filing and other requirements as the case may be, following this Shareholders Meeting. VII Modification of the Bylaws Extraordinary resolutions 21 and 22 Pursuant to Law n of May 17, 2011 ( Loi de simplification et d amélioration de la qualité du droit ), public limited companies (sociétés anonymes) no longer have the obligation to disclose agreements falling into the scope of Article L of the French Commercial Code but which are related to ongoing business operations conducted in a usual way Notice of Meeting AXA Shareholders Meeting

17 Proposed resolutions submitted by the AXA Board of Directors Ordinary resolutions First resolution Approval of the Company s financial statements for the fiscal year parent only The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report and the Statutory Auditors report on the Company s financial statements, acknowledge that the change in the accounting method, with retroactive effect as of January 1 st, 2011 as described in the appendix to the financial statements, reflects a decrease of the provision for exchange rate risk of 1,591,530,000 and accordingly, an increase of the retained earnings from 570,151, to 2,161,681,374.13, hereby approve the financial statements of AXA (the Company ) for the fiscal year ended on December 31, 2011 as presented, together with the transactions reflected therein or referred to in the aforementioned reports. Second resolution Approval of the consolidated financial statements for the fiscal year 2011 The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report and the Statutory Auditors report on the consolidated financial statements, hereby approve the Company s consolidated financial statements for the fiscal year ended December 31, 2011 as presented, together with the transactions reflected therein or referred to in the aforementioned reports. Third resolution Earnings appropriation for the fiscal year 2011 and declaration of a dividend of 0.69 per share The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, upon recommendation of the Board of Directors, and after acknowledging that the earnings of the fiscal year 2011 amount to 8,648,648,978.53: Resolve to draw from these earnings, in accordance with the legal provisions, and to allocate to the legal reserve an amount of 11,793.27; Note that earnings for the fiscal year ended December 31, 2011 increased by prior-year retained earnings bring the income available for appropriation to an amount of 10,810,318,559.39; Hereby resolve to allocate the income available for appropriation as follows: payment of a dividend for an amount of 1,626,466,288.80, retained earnings for an amount of 9,183,852,270.59, Resolve to allocate to the special long-term capital gain reserve (réserve spéciale des plus-values à long terme) an amount of 300,293,069 drawn from the reserve in case of contingencies (réserve pour éventualités diverses), the Company having agreed, following the merger with its wholly-owned subsidiary AXA Participations 2 which took place during the first semester of 2011, to absorb into its balance sheet the special reserve for long-term capital gains which appeared in AXA Participations 2 s liabilities. The Shareholders further resolve that a dividend of 0.69 per share shall be made available for payment on May 9, 2012 for each of the 2,357,197,520 existing shares earning dividends on January 1 st, Pursuant to paragraph 2 of Article of the French General Tax Code (Code Général des Impôts), all individuals deemed to be French residents for tax purposes are eligible for a 40% tax relief on the dividend, i.e per share, provided that the option for a flat deduction at source as provided under Article 117 quater of the French General Tax Code has not been exercised in relation to these dividends or other earnings received during the same fiscal year. Save the dividend referred to hereinbefore, no other earnings, whether or not eligible to the above-mentioned 40% tax relief, are distributed pursuant to this Shareholders Meeting Notice of Meeting AXA Shareholders Meeting 15

18 Proposed resolutions submitted by the AXA Board of Directors For information, the following dividends per share, dividends with tax relief, and dividends without tax relief, were granted for the preceding three fiscal years. Fiscal year 2008 Fiscal year 2009 Fiscal year 2010 Dividend per share Amount with tax relief Amount without tax relief Considering the shares held by the Company do not give right to dividends, the amounts corresponding to unpaid dividends for such shares shall be allocated to retained earnings at the time the dividends are made available for payment. The total amount of the dividend shall be adjusted considering the number of shares held by the Company on the date the dividend is made available for payment. Fourth resolution Statutory Auditors special report on regulated agreements The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and on the basis of the Statutory Auditors special report on regulated agreements as set forth in Article L of the French Commercial Code, hereby approve the new agreement described therein. Fifth resolution Re-appointment of Mr. François Martineau as director The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report, re-appoint Mr. François Martineau, whose term of office expires at the close of this Shareholders Meeting, as director, for a term of four years, in accordance with Article 10 of the Bylaws. His term of office will expire at the close of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year. Sixth resolution Appointment of Mr. Stefan Lippe as director The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report, appoint Mr. Stefan Lippe as director for a term of four years, in accordance with Article 10 of the Bylaws. His term of office will expire at the close of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year. Seventh resolution Appointment of Mrs. Doina Palici-Chehab to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mrs. Doina Palici-Chehab to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions would accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by the Shareholders Meeting. Eighth resolution (not approved by the Board of Directors) Appointment of Mrs. Fewzia Allaouat to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mrs. Fewzia Allaouat to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of Notice of Meeting AXA Shareholders Meeting

19 Proposed resolutions submitted by the AXA Board of Directors votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Ninth resolution (not approved by the Board of Directors) Appointment of Mr. Olivier Dot to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mr. Olivier Dot to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Tenth resolution (not approved by the Board of Directors) Appointment of Mr. Herbert Fuchs to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mr. Herbert Fuchs to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Eleventh resolution (not approved by the Board of Directors) Appointment of Mr. Denis Gouyou-Beauchamps to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mr. Denis Gouyou-Beauchamps to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Twelfth resolution (not approved by the Board of Directors) Appointment of Mr. Thierry Jousset to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mr. Thierry Jousset to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall 2012 Notice of Meeting AXA Shareholders Meeting 17

20 Proposed resolutions submitted by the AXA Board of Directors be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Thirteenth resolution (not approved by the Board of Directors) Appointment of Mr. Rodney Koch to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mr. Rodney Koch to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Fourteenth resolution (not approved by the Board of Directors) Appointment of Mr. Emmanuel Ramé to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, having reviewed the Board of Directors report and upon proposal of the employee shareholders of the AXA Group, hereby appoint Mr. Emmanuel Ramé to the Board of Directors for a term of four years which will expire at the end of the Shareholders Meeting called in 2016 to approve the financial statements of the preceding fiscal year in accordance with Article 10 of the Bylaws; resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes in favor shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders Meeting; and that (ii) if none of the seventh to fourteenth resolutions receive a number of votes in favor superior to the majority of voting rights held by attending or represented shareholders, none of the candidates elected by the employee shareholders shall be appointed to the Board of Directors by this Shareholders Meeting. Fifteenth resolution Re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report, hereby re-appoint PricewaterhouseCoopers Audit as incumbent Statutory Auditor for six fiscal years. Its term of office will expire at the end of the Shareholders Meeting called in 2018 to approve the financial statements of the preceding fiscal year. Sixteenth resolution Appointment of Mr. Yves Nicolas as alternate Statutory Auditor The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report, hereby appoint Mr. Yves Nicolas as alternate Statutory Auditor for six fiscal years in replacement of Mr. Patrick Frotiée whose term of office expires at the end of this Shareholders Meeting. The term of office of Mr. Yves Nicolas will expire at the end of the Shareholders Meeting called in 2018 to approve the financial statements of the preceding fiscal year. Seventeenth resolution Authorization granted to the Board of Directors in order to purchase ordinary shares of the Company The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, and having reviewed the Board of Directors report: 1) Hereby authorize the Board of Directors, with the right to sub-delegate as provided by law, in accordance with the provisions of Articles L et seq. of the French Commercial Code, Articles to of the Autorité des marchés financiers (AMF) General Regulations (Règlement Général de l AMF), the Commission Regulation n 2273/2003 of December 22, 2003 and the market practices accepted by the AMF, to purchase, in one or several times and when it deems appropriate, a number of ordinary shares of the Company that may not exceed: 10% of the total number of shares constituting the Company s share capital at any given time, or 5% of the total number of shares constituting the Company s share capital if the shares are purchased by the Company with the purpose of holding them for Notice of Meeting AXA Shareholders Meeting

21 Proposed resolutions submitted by the AXA Board of Directors subsequent payment or tender in a merger, spin-off or contribution. These percentages are applicable to an adjusted number of shares, where appropriate, depending on the transactions that may affect the share capital after the date of this Shareholders Meeting. The purchases of the Company s ordinary shares may not, under any circumstances, result in the Company holding more than 10% of the ordinary shares representing its share capital. 2) Resolve that these ordinary shares may be acquired for the following purposes: a) (i) hedging stock options or other share allocations offered to some or all eligible employees or executive officers of the Company and/or affiliated entities or economic interest groups as defined in Article L of the French Commercial Code, (ii) granting for free or assigning shares to some or all present or former employees, executive officers and general insurance agents enrolled in any employee savings plan sponsored by the Company or the AXA Group pursuant to applicable law, in particular Articles L et seq. of the French Labor Code, or (iii) granting free shares to employees or executive officers of the Company in accordance with the provisions of Article L of the French Commercial Code and/or its affiliated entities or economic interest groups in accordance with the provisions of Article L of the French Commercial Code; b) optimizing the liquidity of the AXA ordinary share through a liquidity contract that complies with the Association française des marchés financiers (AMAFI) Code of Conduct approved by the AMF, and entered into with an investment service provider, in accordance with the market practice accepted by the AMF, provided that, for the calculation of the 10% limit provided for in paragraph 1) of this resolution, the number of such repurchased shares will be equal to the purchased shares minus the number of shares resold within the duration of this resolution; c) holding the shares for the purpose of subsequent payment or exchange in the context of potential external growth transactions, in accordance with the market practice accepted by the AMF; d) delivering the shares upon exercise of the rights attached to securities corresponding to debt instruments giving a claim to the Company s share capital through repayment, conversion, exchange, presentation of a warrant or in any other manner; e) cancelling some or all the shares, provided that this Shareholders Meeting, approves the twentieth resolution allowing the Board of Directors to reduce the capital through the cancellation of the shares acquired pursuant to a share repurchase program; or f) more generally, performing all operations relating to hedging operations or any other admissible operation or to be subsequently admissible, by the laws and regulations in force. 3) Resolve that the maximum purchase price per share shall not exceed, excluding charges, 35 (or the equivalent of this amount on the same date in any other currency). The Board of Directors may, however, in the event of transactions concerning the Company s share capital, and in particular in case of a change in the ordinary share s nominal value, a capital increase through capitalization of reserves followed by the issue and the free allotment of shares, a stock split or re-bundling of shares, adjust the maximum purchase price referred to above in order to take into account the impact of such transactions on the value of the share. For information purposes, on February 15, 2012, without taking into consideration the shares already held, the maximum global amount that may be allocated by the Company to the ordinary share repurchase upon this resolution would be 8,250,191,320, corresponding to 235,719,752 ordinary shares acquired at the maximum unit price, excluding charges, of 35 determined hereinabove and on the basis of the share capital on February 15, ) Resolve that the acquisition, assignment or transfer of these shares may be carried out and paid by all appropriate means in accordance with applicable laws and regulations, including through open market transactions or private agreements, over-the-counter and in particular through block trades, specifically by using options or other financial derivatives or warrants, or more generally, by using securities granting rights to shares of the Company, at such time as the Board of Directors deems appropriate, excluding times of public offerings concerning the Company shares. 5) The Shareholders grant all powers to the Board of Directors, with the right to sub-delegate as provided by law, in order to, in accordance with applicable legal and regulatory provisions, carry out all authorized reallocations of repurchased shares for the purposes of the program or any of its objectives, or their assignment, on or off market, it being specified that such reallocations and assignments may apply to shares repurchased upon authorizations concerning prior programs. All powers are thus granted to the Board of Directors, with the right to sub-delegate, in order to implement this authorization, to specify, if need be, the terms and conditions thereof in accordance with applicable regulation and this resolution, and in particular to execute all share trading orders, enter into all agreements including for the purpose of complying with record-keeping requirements on buy and sell transactions, file all required disclosures with the AMF or any other organization, establish any document, in particular information documents, comply with all formal, legal and other requirements and more generally, take all necessary or appropriate measures in connection therewith. The Board of Directors shall inform the Shareholders, as provided by law, of any transaction performed under this authorization. This delegation replaces and renders null and void the unused portion of the delegation granted by the shareholders at their meeting of April 27, 2011, under the eighth resolution. It is granted for a period of 18 months, starting from the date of this Meeting Notice of Meeting AXA Shareholders Meeting 19

22 Proposed resolutions submitted by the AXA Board of Directors Extraordinary resolutions Eighteenth resolution Delegation of power granted to the Board of Directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving a claim to the Company s ordinary shares, reserved for employees enrolled in the employer-sponsored Company savings plan The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general shareholders meetings, having reviewed the Board of Directors report and the Statutory Auditors special report and in accordance with the law, and in particular the provisions of Articles L et seq. and L of the French Commercial Code and Articles L et seq. of the French Labor Code, 1) Decide on the principle of the capital increase and delegate to the Board of Directors, with the right to sub-delegate as provided by law, the power to increase the share capital, in one or several times, within the timeframe, conditions and proportions it will determine at its own discretion, through the issue of ordinary shares or securities giving a claim to the Company s ordinary shares reserved to current or former employees, executive officers and general insurance agents of the Company and its affiliated companies or economic interest groups within the meaning of Article L of the French Commercial Code and Articles L and L of the French Labor Code, who are enrolled in the Company or the AXA Group employer-sponsored company savings plan(s). The issue of shares may be paid in cash or through the capitalization of reserves, earnings or premiums in case of free allotment of shares or securities giving a claim to the capital as a grant abondement and/or discount. The total nominal amount of the capital increases that may be carried out by virtue of this resolution shall not exceed 135 million, it being specified that this maximum amount is common to the capital increases that may be carried out pursuant to this resolution and the nineteenth resolution herein below. Where appropriate, the nominal value of the ordinary shares to be issued by virtue of this resolution in order to safeguard the rights of owners of securities or other rights giving a claim to the Company s share capital, as required by law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits. 2) Resolve to waive the preferential subscription rights of Shareholders in favor of members of an employersponsored Company savings plan, with respect to ordinary shares and securities to be issued, possibly for free allotment, by virtue of this resolution. Furthermore, this resolution entails a waiver by the Shareholders of their preferential subscription rights on ordinary shares to which the securities issued by virtue of this authorization may give a claim. 3) Resolve that the issue price of the ordinary shares or securities to be issued by virtue of this resolution will be set in accordance with Articles L et seq. of the French Labor Code, provided that, pursuant to the above-mentioned Articles, the maximum discount set shall not exceed 20% of the average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors, or its delegatee, formally sets the opening date of the subscription period. The Shareholders expressly authorize the Board of Directors to reduce or cancel the aforementioned discount, as it deems appropriate, in particular in order to take into consideration the international accounting standards, or, inter alia, locally applicable legal, accounting, tax or social provisions in the countries of certain beneficiaries. 4) Authorize the Board of Directors to freely grant ordinary shares or securities giving an immediate or deferred claim to the Company s share capital, as a substitute for all or part of the discount and/or the grant ( abondement ) as the case may be, provided that the total benefit resulting from the discount and/or the grant ( abondement ) may not exceed the applicable legal or regulatory limits. 5) Resolve that the characteristics of any other securities giving a claim to the share capital of the Company shall be determined by the Board of Directors, or its delegatee, in accordance with the conditions set by applicable laws and regulations. 6) Grant the Board of Directors full authority, subject to the limits and conditions stipulated hereinbefore, to determine the terms and conditions of such transactions, to defer the implementation of the capital increase and specifically to: resolve that the issues may be subscribed directly by eligible beneficiaries or through mutual funds; reduce, if need be, the scope of companies participating in the offer as compared to the scope of companies eligible for the employer-sponsored Company savings plan; determine the terms and conditions of the issues to be carried out by virtue of this authorization, in particular as regard to dividend earning, full payment, subscription price of ordinary shares or securities giving a claim to the capital, in accordance with applicable laws and regulations; determine the opening and closing dates of the subscription period; set the deadline for full payment of the subscribed ordinary shares or other securities giving a claim to the capital; take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in accordance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; record the completion of the capital increase, within the limit of the number of shares or other securities giving a claim to the capital to be subscribed and amend the Bylaws accordingly; at its sole discretion and as it deems appropriate, charge the expenses related to the capital increases to the amount of the resulting premiums, and deduct from this amount the sums required to bring the legal reserve to one-tenth of the new share capital after each increase; carry out all formal, legal and other requirements and obtain all authorizations necessary to the completion and the proper execution of such issues Notice of Meeting AXA Shareholders Meeting

23 Proposed resolutions submitted by the AXA Board of Directors The Board of Directors may delegate, to any person authorized by law, full authority to carry out the capital increases mentioned in this resolution, as well as the authority to postpone them, to the extent and in accordance with the terms and conditions that it may define beforehand. This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 27, 2011, under the nineteenth resolution. It is granted for a period of 18 months, starting from the date of this Meeting. Nineteenth resolution Delegation of power granted to the Board of Directors for the purpose of increasing the share capital of the Company by issuing ordinary shares, without preferential subscription rights, in favor of a specific category of beneficiaries The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general shareholders meetings, and having reviewed the Board of Directors report and the Statutory Auditors special report, and pursuant to the provisions of Articles L et seq. and L of the French Commercial Code, 1) Decide on the principle of the capital increase and delegate to the Board of Directors, with the right to subdelegate as provided by law, the power to increase the share capital of the Company, in one or several times, by issuing ordinary shares, within the limit of a nominal amount of 135 million, these issues being reserved for the category of beneficiaries defined hereinafter, provided that this limit is common to the capital increases that may be carried out pursuant to this resolution and the eighteenth resolution hereinabove. 2) Resolve to waive the preferential subscription rights of the Shareholders on the shares issued by virtue of this resolution and to reserve the subscription rights to the category of beneficiaries meeting the following characteristics: (i) the eligible employees, executive officers and general insurance agents of the companies or economic interest groups affiliated with the Company pursuant to Article L of the French Commercial Code and Articles L and L of the French Labor Code and incorporated outside of France, (ii) and/or mutual funds or other employee savings plans or share plan entities invested in shares of the Company, as a legal entity or otherwise, whose shareholders or unit holders are the persons described in (i) of this paragraph, (iii) and/or any bank or any entity held by such bank, which, at the request of the Company, participates in the implementation of a structured offer to the persons mentioned in (i) of this paragraph. This structured offer shall be similar, in terms of economic profile, to the offer implemented, in particular by virtue of a capital increase carried out pursuant to the eighteenth resolution submitted to this Shareholders Meeting. 3) Resolve that the issue price of the new shares to be issued pursuant to this authorization (i) shall not be more than 20% lower than the average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors, or its delegatee, sets the opening date of the subscription to a capital increase carried out by virtue of the eighteenth resolution adopted by this Shareholders Meeting, nor higher than this average, and, (ii) shall not be more than 20% lower than an average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors, or its delegatee, sets the opening date of the subscription to a capital increase reserved to a beneficiary included in the category defined hereinbefore, provided that the structured offer referred to in paragraph (iii) of point 2) of this resolution would not be established concurrently to a capital increase carried out by virtue of the eighteenth resolution adopted by this Shareholders Meeting, nor higher than this average. The Board of Directors may reduce or cancel the 20% discount hereabove mentioned, if it deems appropriate, in order to take into account locally applicable legal, social, tax or accountancy regulatory rules in the countries of certain beneficiaries. 4) Resolve that the Board of Directors will have full powers, with the right to sub-delegate as provided by law, to implement this delegation, including postponing or delaying such, and specifically to: determine the date and the issue price of the new shares to be issued, as well as the other terms and conditions of the issues, including, the date even retroactive on which the shares to be issued will earn dividends, and the terms of payment of such shares; set the list of beneficiaries of the suppression of the preferential subscription rights within the categories above defined, as well as the number of shares to be subscribed by each of them; charge, on the share premiums, if need be, all expenses related to the capital increases, as well as all sums required in order to bring the legal reserve to one-tenth of the new share capital after each increase; take all necessary measures for the furtherance of the issues; record the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues. This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 27, 2011, under the twentieth resolution. It is granted for a period of 18 months, starting from the date of this Meeting. Twentieth resolution Authorization granted to the Board of Directors to reduce the share capital through the cancellation of ordinary shares The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general shareholders meetings, and having reviewed the Board of Directors report and the Statutory Auditors special report and pursuant to the provisions of Article L of the French Commercial Code, 2012 Notice of Meeting AXA Shareholders Meeting 21

24 Proposed resolutions submitted by the AXA Board of Directors 1) Authorize the Board of Directors to cancel, in one or several times, all or a portion of the ordinary shares acquired by the Company and/or that it may acquire in the future pursuant to any authorization granted by an Ordinary Shareholders Meeting pursuant to Article L of the French Commercial Code, up to a maximum amount of 10% of the Company s share capital for any 24-month period, provided that such 10% limit applies to an adjusted number of shares, where appropriate, depending on the transactions affecting the share capital after the date of this Shareholders Meeting, and to reduce the share capital accordingly. 2) Resolve that the Board of Directors will have full powers, with the right to sub-delegate as provided by law, to implement this resolution and specifically to: establish the definitive amount of such capital reduction(s), determine the terms and conditions of such reduction(s), and duly record such reduction(s); charge the difference between the book value of the cancelled ordinary shares and their nominal value on any available premiums and reserves, including the legal reserve up to a maximum of 10% of the cancelled capital; amend the Bylaws accordingly; complete all formalities and declarations necessary with all authorities, and more generally do all that is necessary. This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 27, 2011, under the twenty-fourth resolution. It is granted for a period of 18 months, starting from the date of this Shareholders Meeting. Twenty-first resolution Modification of the Bylaws regarding agreements for ongoing business operations conducted in a usual way The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general shareholders meetings and having reviewed the Board of Directors report, resolve to amend the provisions of Article 21 Regulated agreements of the Bylaws in order to comply with the new legal provisions regarding agreements for ongoing business operations conducted in a usual way resulting from Law n of May 17, 2011 (the loi de simplification et d amélioration de la qualité du droit ). Consequently, Article 21 drafted as follows: Any agreement that is entered into, either directly or through another person, between the Company and a member of its Board of Directors, its Chief Executive Officer, one of its Deputy Chief Executive Officers or a shareholder holding a percentage of the voting power above the applicable threshold (if such shareholder is a legal entity, the company that controls it within the meaning of Article L of the French Commercial Code) must be submitted to the prior approval of the Board of Directors. The same procedure shall stand for agreements in which one of the persons mentioned in the preceding paragraph has an indirect interest, as well as agreements entered into between the Company and another company, if a director, the Chief Executive Officer or a Deputy Chief Executive Officer of the Company has an ownership interest in the latter; is an unlimited partner, manager or trustee; is a member of its supervisory board; or, in general, is a director and/or officer therein. The foregoing provisions do not apply to agreements for ongoing business operations conducted in a usual way. However, the existence of such agreements shall be disclosed by the interested person to the Chairman of the Board of Directors, except for agreements which purpose or financial commitments have no material significance for any party. The list of agreements and their purpose shall in turn be disclosed by the Chairman to the members of the Board of Directors and to the Statutory Auditors of the Company. shall from now on be drafted as follows: Any agreement that is entered into, either directly or through another person, between the Company and a member of its Board of Directors, its Chief Executive Officer, one of its Deputy Chief Executive Officers or a shareholder holding a percentage of the voting power above the applicable threshold (if such shareholder is a legal entity, the company that controls it within the meaning of Article L of the French Commercial Code) must be submitted to the prior approval of the Board of Directors. The same procedure shall stand for agreements in which one of the persons mentioned in the preceding paragraph has an indirect interest, as well as agreements entered into between the Company and another company, if a director, the Chief Executive Officer or a Deputy Chief Executive Officer of the Company has an ownership interest in the latter; is an unlimited partner, manager or trustee; is a member of its supervisory board; or, in general, is a director and/or officer therein. The foregoing provisions do not apply to agreements for ongoing business operations conducted in a usual way. Twenty-second resolution Modification of the Bylaws regarding the electronic signature The Shareholders, having fulfilled the quorum and majority requirements pertaining to extraordinary general shareholders meetings and having reviewed the Board of Directors report, resolve to amend the provisions of Article 23 Shareholders Meetings of the Bylaws in order to comply with the new regulatory provisions regarding the electronic signature of mail voting forms and proxies issued in the context of public limited companies general meetings and resulting from Decree n of November 9, 2011 regarding communication means in corporate law. Consequently, paragraph 5 of Article 23 drafted as follows: Notice of Meeting AXA Shareholders Meeting

25 Proposed resolutions submitted by the AXA Board of Directors The online completion and signature of these forms could be done directly on the secured website that has been set up to centralize the management of Shareholders Meetings, via a secure username (log-in) and password system, compliant with the first sentence of the second point of Article of the French Civil Code (Code Civil), if the Board of Directors so decides at the time of the notice of meeting. The proxy or voting forms completed electronically prior to the meeting, as well as the acknowledgement of receipt that will be given in reply, will be considered as irrevocable and opposable written proofs. The proxy is however revocable in the same conditions as the ones requested for the appointment of the shareholder representative. In the event shares are sold or otherwise legally transferred before the third business day preceding the Shareholders Meeting at 0.00 am Paris time, the Company shall invalidate or modify accordingly, as the case may be, the proxy or voting form completed online prior to the meeting. Twenty-third resolution Authorization to comply with all formal requirements in connection with this Meeting The Shareholders, having fulfilled the quorum and majority requirements pertaining to ordinary general shareholders meetings, grant full authority to the bearer of an original, a copy or an excerpt of the minutes of this Shareholders Meeting in order to carry out all publication and filing formalities, and generally do all that is necessary. shall from now on be drafted as follows: If the Board of Directors authorizes, at the time of the notice of meeting, the transmission of the proxy and voting forms by electronic means, the online signature of these forms could result from a secured identification process, ensuring the shareholder s link with the voting form to which the signature is attached. The voting forms completed electronically prior to the meeting, as well as the acknowledgement of receipt that will be given in reply, will be considered as irrevocable and opposable written proofs. The proxy is however revocable in the same conditions as the ones requested for the appointment of the shareholder representative. In the event shares are sold or otherwise legally transferred before the third business day preceding the Shareholders Meeting at 0:00 am Paris time, the Company shall invalidate or modify accordingly, as the case may be, the proxy or voting form completed online prior to the meeting Notice of Meeting AXA Shareholders Meeting 23

26 Information concerning the candidates to the AXA Board of Directors Presentation of the candidate who is a member of the Board, and whose term of office is up for renewal François Martineau Principal function Lawyer Born on June 11, 1951 French nationality Mandate and number of AXA shares Elected on April 29, 2010 Term expires at the 2012 Shareholders Meeting First appointment on April 22, 2008 Member of the AXA Ethics & Governance Committee Member of the AXA Compensation & Human Resources Committee Number of AXA shares held on December 31, 2011: 6,797 On December 31, 2011 Expertise and experience Mr. François Martineau is a graduate of the University Paris IV (Philosophy Degree), University Paris I (Law Master), and of l Institut d Études Politiques de Paris. Mr. François Martineau has been an Attorney since In 1981, he was Secrétaire de la Conférence. In 1985, he was a lecturer at the University Paris I (Civil Procedure). In 1995, he was a Professor at the Paris Bar School (EFB) and since 1998, he is Honorary Professor at the Law and Political Sciences School of Lima (Peru). In 1996, he became an Expert at the Council of Europe and fulfilled various missions in Eastern Europe countries regarding the reform of the Code of the Judicial Organization, the reform of the magistrates and lawyers training and the revision of the Code of Civil Procedure. He also teaches professionals at the Ecole Nationale de la Magistrature (ENM). Since 1987, Mr. François Martineau has been a Partner of the law firm SCP Lussan & Associés, and Managing Partner since Directorships currently held SCP Lussan & Associés, Managing Partner Vice-Chairman and director: Associations Mutuelles Le Conservateur Assurances Mutuelles Le Conservateur Bred Banque Populaire Director: AXA AXA Assurances IARD Mutuelle AXA Assurances Vie Mutuelle Conservateur Finance Previous directorship held during the last five years AXA, member of the Supervisory Board Notice of Meeting AXA Shareholders Meeting

27 Information concerning the candidates to the AXA Board of Directors Presentation of the candidate for appointment as member of the Board of Directors Stefan Lippe Principal function Co-founder and Vice-Chairman of the Board of Directors of Acqupart Holding AG (Switzerland) and of Acqufin AG (Switzerland) Born on October 11, 1955 German nationality Number of AXA shares Number of AXA shares held on February 1 st, 2012: none On February, 1 st 2012 Expertise and experience Mr. Stefan Lippe is a graduate in mathematics and business administration from the University of Mannheim. He obtained his doctorate in 1982 while working as a scientific assistant to the chair of insurance business management, being awarded the Kurt Hamann foundation prize for his thesis. In October 1983, he joined Bavarian Re (a former Swiss Re subsidiary). From 1985, he was involved in the casualty department s operations in the German-speaking area. In 1986, he became Head of the non-proportional underwriting department. He was appointed member of the Management Board in 1988 when he assumed responsibility for the company s casualty line of business in the German-speaking area. In 1993, he became Chairman of the Management Board of Bavarian Re. Mr. Stefan Lippe was appointed a member of Swiss Re s Executive Board in 1995, as Head of the Bavarian Re Group. In 2001, he was assigned the role of Head of the Property & Casualty Business Group and appointed a member of Swiss Re s Executive Committee. Beginning in 2005, he led Swiss Re s Property & Casualty and Life & Health Underwriting activities; and in September 2008, he took over as Chief Operating Officer of Swiss Re and was also appointed Deputy Chief Executive Officer of Swiss Re. In February 2009, he was appointed Chief Executive Officer of Swiss Re. In December 2011, Mr. Stefan Lippe announced he would step down from his role as Chief Executive Officer of Swiss Re (effective February 1 st, 2012) and retire in In 2011, Mr. Stefan Lippe co-founded Acqupart Holding AG and Acqufin AG and serves currently as Vice-Chairman of the Board of Directors of both companies. Directorships currently held German Insurance Association for Vocational Training (BWV) (Germany), Chairman of the Advisory Board Vice-Chairman of the Board of Directors: Acqupart Holding AG (Switzerland) Acqufin AG. (Switzerland) Extremus Insurance Ltd. (Germany), member of the Supervisory Board Previous directorships held during the last five years Chairman of the Management Board: Swiss Re Ltd. (Switzerland) Swiss Reinsurance Company Ltd. (Switzerland) Chairman of the Board of Directors or Supervisory Board: Extremus Insurance Ltd. (Germany) Swiss Re Corporate Solutions Ltd. (Switzerland) Swiss Re Germany Holding (Germany) Director: Swiss Re Foundation (Switzerland) Swiss Re Frankona Reinsurance Ltd. (Switzerland) Swiss Re Germany AG (Germany) Swiss Re Life Capital Ltd. (Switzerland) 2012 Notice of Meeting AXA Shareholders Meeting 25

28 Information concerning the candidates to the AXA Board of Directors Presentation of the candidate for appointment, as member of the Board of Directors, upon recommendation of the employee shareholders of the AXA Group Doina Palici-Chehab Principal function Chief Executive Officer of AXA Business Services Pvt Ltd., Bangalore (India) Born on November 4, 1957 German nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 14,427 On December 31, 2011 Education Magister Artium from the University of Bucharest, Romania; Faculty of Philology Degree in insurance management (Versicherungsbetriebswirt (DVA)) from the Deutsche Versicherungsakademie, Munich, Germany Professional experience : Teacher for foreign languages in Romania : Subject Matter Expert in AGF in Cologne (Germany) (now Allianz) : Reinsurance Director in AXA Germany (Germany) : Head of Group Reinsurance in AXA Global P&C in Paris (France) 2010-to date: Chief Executive Officer of AXA Business Services in Bangalore (India) Current directorships and functions Chief Executive Officer of AXA Business Services in Bangalore (India) Directorship in MATRIX, Bangalore, subsidiary of AXA Corporate Solutions in Paris (France) Directorships and functions held over the last 5 years in any company From 2000 to August 2010: Head of Group Reinsurance in AXA Global P&C in Paris (France) Notice of Meeting AXA Shareholders Meeting

29 Information concerning the candidates to the AXA Board of Directors Presentation of the candidates for appointment, as member of the Board of Directors, upon recommendation of the employee shareholders of the AXA Group (resolutions not approved by the Board of Directors) Fewzia Allaouat Principal function Lawyer - AXA Investment Managers Paris (France) Born on September 14, 1949 French nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 87 On December 31, 2011 Education Diploma of advanced studies (DEA) in social and economic administration - specialization in international relations; Paris VII Post-graduate degree (DESS) at the IAE of Paris - Sorbonne, specialization in business administration Professional experience 1983 to 1990: Property management, Saggel Vendôme (Group UAP subsidiary) 1990 to 1997: General secretariat for companies of the UAP Group, in charge of the companies - Saggel Vendôme 1998 to 2003: General secretariat for Group companies - AXA Real Estate Investment Managers (AXA REIM) 2003 to 2007: Legal adviser, general secretariat for several companies and funds - AXA Investment Managers Paris 2007 to date: Lawyer, Legal and regulatory survey, AXA Investment Managers Paris Current directorships and functions Lawyer, Legal Department, AXA Investment Managers Trade union representative CGT UES of AXA Investment Managers Elected employee representative UES of AXA Investment Managers Member of the elected worker s council UES of AXA Investment Managers Member of the AXA Group committee in France Member of the AXA European Group Committee Chairman of the supervisory board of the mutual fund AXA Actionnariat Relais France Directorships and functions held over the last 5 years in any company Judge at the Labor Court of Nanterre from 2003 to Notice of Meeting AXA Shareholders Meeting 27

30 Information concerning the candidates to the AXA Board of Directors Olivier Dot Principal function Head of Direct AXA Travel Insurance (United Kingdom) Born on November 9, 1970 French nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 2,853 On December 31, 2011 Education University of Michigan, Ross School of Business - MBA University Paris Nanterre - DEA Strategy and Management University of Paris Dauphine - Master in Finance Professional experience Banque Paribas, , Private banker Union Industrielle de Crédit, , Credit Analyst The Boston Consulting Group, , Senior Analyst AXA Assistance Benelux, , Pricing, Product and Project management AXA Travel Insurance since 2010 Head of Direct worldwide remit Current directorships and functions AXA Travel Insurance since 2010 Head of Direct worldwide remit Directorships and functions held over the last 5 years in any company AXA Assistance Benelux, , Pricing, Product and Project management Herbert Fuchs Principal function Head of Treasury - AXA Winterthur (Switzerland) Born on September 23, 1959 German nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 2,525 On December 31, 2011 Education University degree in Engineering and Economics, University Karlsruhe, Germany Certified EFFAS (European Society of Financial Analysts Societies) Financial Analyst Professional experience Internal Audit SULZER AG (Switzerland) Member of Treasury SULZER AG Head Corporate Finance SULZER AG Member Treasury Winterthur Insurance, Head FX and Deputy Head Treasury Head Treasury AXA Winterthur since 2006 Current directorships and functions Head Treasury of AXA Winterthur Cash Management of AXA Winterthur FX Management of AXA Winterthur Cash Management Pension Fund of AXA Winterthur FX Management Pension Fund of AXA Winterthur Bank Relationship Management Collateral Management Directorships and functions held over the last 5 years in any company Please see above Notice of Meeting AXA Shareholders Meeting

31 Information concerning the candidates to the AXA Board of Directors Denis Gouyou-Beauchamps Principal function Portfolio results analyst AXA Solutions Collectives (France) Born on June 22, 1969 French nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 474 On December 31, 2011 Education Post-graduate level in Political Sciences at the Léon Harmel Political Institute Post-graduate degree (DESS) in Finance at the Institut d Administration des Entreprises University degree in economics Professional experience Management control ( ) Computer maintenance RCV ( ) and distribution software for agents ( ) Portfolio results analyst Current directorships and functions Portfolio results analyst at the Direction des Institutions et Mutuelles Monitoring of the quality of reinsurance contracts related to health and social welfare Directorships and functions held over the last 5 years in any company Computer systems analyst for distribution software (AXA general agents) Thierry Jousset Principal function Underwriter Engineering Line AXA Corporate Solutions (France) Born on April 4, 1965 French nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 7,371 On December 31, 2011 Education Degree in Accounting and Finance (DECF) Advanced technician s certificate (BTS) in accounting systems and business management Reinsurance Higher Institute (Institut Supérieur de Réassurance) Panthéon-Assas University 3 rd Cycle International practice of the insurance activity Advanced technician s certificate (BTS) in climatic engineering Professional experience Mechanic/Milling-machine operator Assembly/Breakdown operative Refrigeration engineer HVAC adjuster HVAC Project Managers Reinsurance Accounting Technician Project Manager Direction Technique Sinistre Underwriter Engineering Line Current directorships and functions For the UDPA-UNSA: Member of the supervisory board of the Supplementary retirement account (Plan de Retraite Supplémentaire) Member of the technical commission of the Supplementary retirement account (Plan de Retraite Supplémentaire) Member of the follow-up commission of the Supplementary retirement account (Plan de Retraite Supplémentaire) Elected tribunal advisor of the 2 nd chamber Management section of the Labor Court (2 e Chambre Section Encadrement) Trade union representative to the elected workers counsel of AXA Corporate Solutions Elected employee representative of AXA Corporate Solutions Directorships and functions held over the last 5 years in any company Please see above Notice of Meeting AXA Shareholders Meeting 29

32 Information concerning the candidates to the AXA Board of Directors Rodney Koch Principal function Project Manager AXA Equitable (United States) Born on May 28, 1959 American nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 6,067 On December 31, 2011 Education M.B.A. - Syracuse University; B.S. - Accounting, Illinois State; currently enrolled in Master of Global Management program Thunderbird School of Global Management Professional Certifications: Passed Certified Public Accountant Exam (not licensed), CLU, ChFC, FLMI, Competent Toast Master, AXA Way Greenbelt, ITIL V3 Foundation Certificate in IT Service Management Professional experience GUIDE International (IBM North America User Group): Project/Group Manager Board of directors - Treasurer Delegate to SHARE Europe Conference 1994 Managing Director of Marketing Current directorships and functions Project Manager for E-Service Forms for Client Self Service project AXA Equitable representative on the Help Desk Triage Team Directorships and functions held over the last 5 years in any company AXA Equitable Project Manager: Compliance with the Final 403(b) Regulations (b) Compliance and ipipeline projects 2009 Life 2012 AWD and xpression projects Phases 1 & Other functions: WebStation and AXA Partners Siebel System Support AXA Equitable representative on Help Desk Triage Team Notice of Meeting AXA Shareholders Meeting

33 Information concerning the candidates to the AXA Board of Directors Emmanuel Ramé Principal function General Counsel & Chief Financial Officer of AXA Banque (France) Born on December 25, 1963 French nationality Number of AXA shares Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 17,614 On December 31, 2011 Education Ecole Polytechnique - Engineer Ecole Nationale des Ponts et Chaussées Paris Tech - Civil engineer I N S E A D (Institut Européen d Administration des Affaires) MBA CHEA (Centre des Hautes Etudes de l Assurance) Internal training for the AXA Group: AXA Manager, AXA Columbus, 2012 & Beyond Professional experience Consultant for information systems Eurosept Associés ( ) General Secretary of the Abeille Assurances companies in Italy (Property & Casualty and Life & Savings), subsidiaries of the Victoire/Suez Group (which became part of the UAP Group and subsequently part of the AXA Group) in Milan ( ) Sales manager for the tied agents network UAP France becoming AXA Assurances ( ) Senior Vice President in the Group Planning-Budgets-Results Department ( PBRC ) AXA SA ( ) Senior Vice President in charge of Strategy, Finance & Control of proprietary networks Distribution Department AXA France ( ) and General Secretary of AXA Particuliers/Professionnels ( ) General Secretary of AXA France ( ); and Head of office of François Pierson, AXA France s Chairman & Chief Executive Officer, who was as well in charge of the supervision of activities of AXA Canada, AXA Corporate Solutions, AXA Assistance, AXA Global P&C and AXA Global Direct Current directorships and functions General Counsel & Chief Financial Officer of the banking activities of AXA in France (since early 2011) As Chief Financial Officer, in charge of statutory & consolidated financial statements, management accounting & financial control, profitability & margins analysis, strategic planning, as well as investments and asset-liability management Member of the management board of AXA Banque SA Secretary of the supervisory board of AXA Banque SA as well as of the board of directors of AXA Banque Financement SA Also currently: Director of Monte Paschi Banque SA Manager of the broker office Union Courtage d Assurances Eurl Voluntary worker for the local Social & Economic Counsel of the city of Boulogne-Billancourt Directorships and functions held over the last 5 years in any company Director of AXA Assistance SA Senior Vice President in charge of Strategy, Finance & Control of proprietary networks Distribution Department AXA France ( ) and General Secretary of AXA Particuliers/Professionnels ( ) General Secretary of AXA France ( ); and Head of office of François Pierson, AXA France s Chairman & Chief Executive Officer, who was as well in charge of the supervision of activities of AXA Canada, AXA Corporate Solutions, AXA Assistance, AXA Global P&C and AXA Global Direct 2012 Notice of Meeting AXA Shareholders Meeting 31