ANNUAL GENERAL MEETING APRIL 22, 2008
C L A U D E B É B É A R Chairman of the Supervisory Board
Summary agenda Approval of AXA s separate and consolidated 2007 financial statements. Appropriation of earnings and declaration of a dividend of 1.20 per share for payment on April 29, 2008. Approval of the Statutory Auditors special report on related-party agreements. Election of two members of the Supervisory Board (including one member representing the AXA Group s employee shareholders). Authorization granted to the Management Board to purchase shares of the Company. Authorization to allot free shares to employees and corporate officers of the AXA Group. Authorization to grant stock options to employees and corporate officers of the AXA Group. Authorization to increase the share capital under the employee share ownership program. Authorization granted to the Management Board to reduce the share capital by canceling shares. 3
Important notes The definition of change on a comparable basis is: For activity indicators, constant exchange rates and scope (notably, Winterthur s contribution is included in 2006 and 2007 figures). For earnings and profitability indicators, constant exchange rates (excluding Winterthur both in 2006 and 2007 figures). AXA s FY06 earnings presented in this document reflect the following change: Following the announcement by AXA of its exit from the Dutch market, AXA Netherlands earnings have been reclassified as discontinued operations. The total impact on earnings is: (Euro million) Published Restated Delta FY06 underlying earnings 4,010 3,919 (91) FY-06 adjusted earnings 5,140 5,026 (114) FY06 net income 5,085 5,085 -- 4
CONTENTS 1 AXA GROUP: POSITION AND STRATEGY 2 FINANCIAL PERFORMANCE 3 FINANCIAL STRUCTURE AND STOCK PERFORMANCE 4 2008 ENVIRONMENT AND OUTLOOK
H E N R I d e C A S T R I E S Chairman of the Management Board
In 20 years, AXA has become a global leader in Financial Protection More than 67 million customers Operations in 55 countries 170,000 employees worldwide offering customers the solutions best geared to their needs and the best possible service A tailored service throughout the customer s life A long-term business in a growing market AXA: the strength of a single brand 7
Strategy and operational model Financial Protection, Multidistribution, Simple Operational Model, Globalization, Diversification Financial Protection 5 cylinders Financial Plan Retirement Estate Planning Annuities Offer Innovation Distribution Management Quality of Service Technical Excellence Productivity Asset accumulation Asset management Life stages Life protection Asset protection auto, home, property, liability Investment Savings Sourced bank products MARKETING HUMAN RESOURCES Operational Model Diversification Risk Laboratories Employees Asset Management Laboratories Breakdown of revenues (2007) Breakdown of earnings (2007) Process Factories 15% 67% 11% 2% 51% Distribution Networks Traditional non Proprietary Proprietary Clients Alternative 18% Europe US Asia 36% Life & Savings P&C Asset mgt Other 8
Recent stages Combining organic / external growth Acceleration organic growth Consolidating in the turmoil Ambition 2012 Mony Winterthur 2000 2003 2004 2007 9
Sustained growth in 2007 revenue and earnings Activity indicators Life & Savings APE 6,186 +24% 7,694 P&C revenues 19,510 25,016 Asset Management revenues +29% +10% 4,406 4,863 +8% +4% +17% 2006 2007 2006 2007 2006 2007 Underlying earnings Life & Savings P&C Asset Management 2,270 2,670 1,863 +18% 1 417 +31% +16% +10% +8% +21% 508 590 2006 2007 2006 2007 2006 2007 Changes on a reported basis. Changes on a comparable basis, i.e.: - for activity indicators, constant exchange rates and scope (notably, Winterthur included in 2006 and 2007 figures), - for earnings: constant exchange rates excluding Winterthur. 10
2007 saw further growth in the number of customers P&C contracts (in millions) Motor Household Scope and other 2.0 +7% Scope and other 1.4 +3% 13.9 14.9 19.0 9.3 9.8 11.6 2005 2006 2007 2005 2006 2007 Euro 1,281 billion of assets managed Euro 30 billion third party net inflows (in Euro billion) + Euro 11 billion Life & Savings net inflows 659 440 183 Third party General accounts Unit-linked Changes on a constant scope. 11
Improvement in satisfaction indicators Customer satisfaction index Distributor satisfaction index Employee engagement index 75.7 78.5 79.2 39 42 70 71 73 35 2005 2006 2007 2005 2006 2007 2005 2006 2007 2008 satisfaction target: 82% 42% response rate 84% response rate i.e. over 85,000 employees 12
Sharp increase in underlying earnings Underlying earnings (Euro million) Net realized capital gains attributable to shareholders 5,026 1,107 +14% 6,138 (1) Change on a comparable basis 1,175 Change on a reported basis CAGR* FY04-FY07 (Euro million) +22% +22% 6 138 3 409* 2006 2007 2004 2005 2006 2007 Changes on a comparable basis, i.e.: - for activity indicators, constant exchange rates and scope (notably, Winterthur included in 2006 and 2007 figures), - for earnings, constant exchange rates excluding Winterthur. * Compound annual growth rate is calculated on a reported basis with FY04 adjusted earnings gross of interest charges on perpetual subordinated debt (TSS&TSDI). (1) Of which Euro 578 million from Winterthur. 13
Dividend up 13% to Euro 1.20 per share (1) Dividend per share (1) (Euro) 1.06 +13% 1.20 (1) Yield: 5% (2) CAGR FY04-FY07(Euro) +26% 1.20 0.61 2006 2007 2004 2005 2006 2007 Proposed dividend represents a pay-out ratio of 42% of adjusted earnings (3), at the low end of the 40-50% target range Growth and CAGR (Compound Annual Growth Rate) are on a reported basis. (1) To be proposed at the Annual Shareholders Meeting on April 22, 2008. (2) At February 26, 2008. (3) Net of interest charges on perpetual subordinated debt (TSS&TSDI). 14
In 2007, market turbulence had a limited impact on AXA s business Simple operational model Strict risk management P&C and International (1) 30% 39% Life & Health 29% Highly diversified, quality assets Savings & Annuities 35% 50% Consistent ALM strategy: no significant duration mismatch Asset Management 5% 11% 2007 revenues 2007 underlying earnings No investment banking type activity ABS mark to market impact: Euro (0.6) billion (2) (1) Excluding AXA RE. (2) Of which Euro (0.3) billion through OCI and Euro (0.3 billion) through P&L including Euro 0.1 billion of impairments. 15
Winterthur integration progressing well Positive business momentum Market share gains in Switzerland, Germany, Spain and UK In Switzerland, strong growth in individual life insurance Synergy extraction ahead of schedule (Euro million) (net of PB before tax) 197 235 315 350 FY07 achievement 60% of restructuring costs realized to date 2007 2008 2009 2010 16
Development of Accumulator: an innovative product sold globally Total Variable Annuities Non-US Variable Annuities APE APE (In Euro million) Contribution to total Life & Savings indicators FY sales (In Euro million) Average monthly sales (In Euro million) Launched in: Q4 +46% 1,107 303 854 +51% 234 20% 182 18 25 9m 620 804 14% 44 4 9 2006 2007 APE NBV 2006 2007 2006 1H07 3Q07 4Q07 17
Strengthening our distribution networks Acquisition of 50% of MPS Vita and MPS Danni in Italy. Acquisitions and strategic partnerships since 2007 Continued acquisitions of brokers in France and UK. Acquisition of Swiftcover.com, UK online insurer. Acquisition of Nationale Suisse Assurance (France) by AXA France. Birth of a European banking division Creation of AXA Bank Europe: to coordinate banking products for personal customers in Europe. 18
Increased exposure to high-growth markets High-growth market acquisitions in 2007-2008 Mediterranean region Central & Eastern Europe South-East Asia Latin America 2 6* 1** 3 Morocco Hungary South Korea Mexico (1) 2 3 2 Turkey (1) Ukraine Vietnam 2 Russia (1) High-growth market estimated economic contribution 1% L&S APE (2) 5% 2% P&C GWP (3) 9% 2004 Current pro forma 2004 Current pro forma (4) (1) RESO Garantia, AXA OYAK and ING Seguros transactions are subject to closing conditions and/or customary regulatory approvals. (2) APE includes Turkey, Greece, CEE, Morocco, Asia excluding Japan and ING Seguros. (3) Includes Morocco, Turkey, Greece, CEE, Singapore, Malaysia, South Korea and 100% of ING Seguros 2007 revenues. (4) Excluding revenues of RESO (Russia) and Bao Minh (Vietnam), as they are consolidated by the equity method (AXA will own 36.7% of RESO and owns 16.6% of Bao Minh). * In mortgage ** In Direct Auto. 19
Employee alignment and engagement AXA Miles Allotment of 50 free shares to all Group employees on July 1, 2007 Allotment of 50 more free shares in 2009 if: Customer satisfaction index is 82% in 2008 Underlying earnings per share is Euro 2.41 in 2008 Shareplan Employee share ownership plan 47% increase in total take-up in 2007 5.23% of share capital owned by employees at December 31, 2007 2012 passport Formalization of mutual commitments of each employee and manager to achieve Ambition 2012 20
AXA: a responsible insurer and investor Risk management Risk prevention AXA Research Fund Risk Foundation Road safety: campaigns in France, Spain, Turkey, Thailand, Singapore, Malaysia AXA UK: advice to SMEs on flood hazards Green products: Ecosphère, GREEN, Libre Voiture, wind farm insurance Pensions AXA 2007 pensions survey: 18,000 people surveyed in 26 countries Financial education Responsible investment AXA Avenue (UK, customers) Budget Day (UK, employees) AXA Clear (UK): clarification of customer communications Human Capital Fund: training, employment, careers, compensation Signatory of the UN Principles for Responsible Investment (AXA IM) Controversial arms: collaboration with Amnesty International and Handicap International @ Detailed data published on www.axa.com/fr/responsable 21
CONTENTS 1 AXA: POSITION AND STRATEGY 2 FINANCIAL PERFORMANCE 3 FINANCIAL STRUCTURE AND STOCK PERFORMANCE 4 2008 ENVIRONMENT AND OUTLOOK
D E N I S D U V E R N E Member of the Management Board, Chief Operating Officer Finance, Control and strategy
All operating business units contributed positively to 2007 underlying earnings performance (Euro million) 2006 2007 Change on a comparable basis (1) Change on a reported basis Life & Savings 2,270 2,670 +10% +18% P&C 1,417 1,863 +8% +31% Asset Management 508 590 +21% +16% International Insurance 131 218 +54% +67% Banking & Holdings -406-378 -- -- Underlying earnings 3,919 4,963 +15% +27% From comparable to reported +16%: Scope impact -4%: FX impact (1) Changes are on a comparable basis, i.e.: - for activity indicators, constant exchange rates and scope (notably, Wintherthur included in 2006 and 2007 figures), - for earnings, constant exchange rates excluding Winterthur. 24
Life & Savings APE up 8% with stable margins 2007 (Euro million, Group share) APE Change on a comparable basis NBV Change on a comparable basis NBV/APE margin Change on a comparable basis US 2,099 +19% 397 +7% 18.9% - 2.2 pts France 1,360 +3% 230 +6% 16.9% +0.6 pt NORCEE 1,126 +7% 376 +12% 33.3% +1.7 pts United Kingdom 1,588 +6% 140 +15% 8.8% +0.7 pt Japan 567-17% 440 +3% 77.6% +15.8 pts Asia Pacific excl. Japan 747 +25% 147 +13% 19.6% - 2.1 pts Mediterranean Region 206-5% 43 +37% 20.7% +6.4 pts Total 7,694 +8% 1,772 +8% 23.0% +0.1 pt Japan: bigger volumes in high margin Health products Asia excluding Japan: shift in mix towards lower margin savings products in Hong Kong US: impact of Universal Life products and drop in interest rates 25
Combined ratio still excellent despite a series of natural catastrophes Combined ratio (1) 97.7% 96.9% +1.0 (2) pt 97.6% 2005 2006 2007 Nat Cat impacts: +2 pts FY07 combined ratios (1) 97% 98.2% 97.3% 101.4% 95.4% 96.1% 97.6% -0.5 +0.7 +3.4 +4.9-2.0 +0.3 +1.0 France Germany Belgium UK & Ireland Mediterrean Region Other countries Total (2) XX Change from 2006 in % pts, at current exchange rates and excluding Winterthur (1) Combined ratio = (gross claims charge +net result of insurance ceded+underlying expenses) / gross earned revenues. (2) Including Switzerland (combined ratio of 99.2% at December 31, 2007). 26
AXA IM: high earnings increase despite lower net inflows Revenue (1) (Euro million) Underlying cost income ratio (2) Underlying earnings (Group share) (Euro million) Net inflows (Euro billion) Assets under management (Euro billion) Third party assets share 1,445 +21%* 1,732 68.3% -0.7pt 67.6% 206 +31% 276 5 548 33% 33%: Equity 50%: FI 17%: Other 2006 2007 2006 2007 2006 2007 2007 2007 2007 Changes on a comparable basis, i.e.: - for activity indicators, constant exchange rates and scope (notably, Wintherthur included in 2006 and 2007 figures), - for earnings, constant exchange rates excluding Winterthur. (1) Performance fees were Euro 102 million in FY07 vs 115 in FY06. (2) (General expenses minus distribution fees)/(total revenues minus distribution fees). * Excluding revenues from AXA insurance companies, eliminated in consolidation (net of fees retroceded to distributors). 27
AllianceBernstein: solid performance despite a slowdown in 2H07 Revenues (1) (Euro million) Underlying cost income ratio (2) -0.4pt Underlying earnings (Group share) (Euro million) Net inflows (Euro billion) Assets under management (Euro billion) Third party assets share 2,961 +15% 3,130 67.2% 66.8% 302 +14% 314 23 543 85% 72%: Equity 25%: FI 3%: Other 2006 2007 2006 2007 2006 2007 2007 2007 2007 Changes on a comparable basis, i.e.: - for activity indicators, constant exchange rates and scope (notably, Wintherthur included in 2006 and 2007 figures), - for earnings, constant exchange rates excluding Winterthur. (1) Performance fees were Euro 59 million in 2007 vs 187 million in 2006. (2) (General expenses minus distribution fees)/(total revenues minus distribution fees). 28
From underlying earnings to net income (Euro million) 2006 2007 Underlying earnings 3,919 4,963 Net capital gains 1,107 1,175 Of which ABS impact: Euro -60 million Adjusted earnings 5,026 6 138 Change in fair value and realized capital gains on mutual funds and other assets 50-205 Of which ABS impact: Euro -20 million Change in fair value of derivatives, FX impact and other -278-391 Winterthur integration costs 0-252 Exceptional operations 189 2 Discontinued operations 122 480 Sale of Dutch operations Goodwill -24-106 Winterthur P&C customer intangible amortization Net income 5,085 5,666 ABS: Asset Backed Securities 29
CONTENTS 1 AXA GROUP: POSITION AND STRATEGY 2 FINANCIAL PERFORMANCE 3 FINANCIAL STRUCTURE AND STOCK PERFORMANCE 4 2008 ENVIRONMENT AND OUTLOOK
Shareholders' equity roll-forward (Euro million) 5,666 704 47,226 (1) (2,218) (2,319) (2,983) (432) 45,642 (2) 2006 Net income Dividend Shareplan and stock options Share and convertibility option buybacks Change in unrealized capital gains FX and other 2007 (1) Of which Euro 6.9 billion of perpetual subordinated debt and Euro 7.8 billion of reserves related to changes in fair value. (2) Of which Euro 7.1 billion of perpetual subordinated debt and Euro 4.8 billion of reserves related to changes in fair value. (3) Including movements in perpetual subordinated debt and pensions. 31
Lower unrealized gains driven by higher interest rates and credit spreads in Europe Net unrealized capital gains attributable to shareholders (after tax and PB) Sensitivity analysis on assets (in Euro billion) 9.6 Not recognized in the IFRS balance sheet (real estate, loans) Non-audited AXA estimates (impacts in Euro billion) 1.9 6.9 OCI (1) OCI P&L 2.1 Stock market -10% -1.8-0.4 7.8 4.8 Equities +5.2 Fixed income (0.5) Interest rates Credit spreads - 30bps +50bps +1.8-0.7 N/S -0.2 2006 2007 ABS -5pts -0.2-0.1 (1) Fair value changes of assets classified as available for sale are recognized in the OCI component of shareholders' equity. 32
Controlled credit exposure in a large, diversified asset base Economic view based on market value (In Euro billion) Fixed income Cash 2007 total 298 78% 13 4% Breakdown of fixed-income 2007 16 Government and public 135 Corporate (including CDS) 132 Asset Backed Securities (ABS) Mortgage loans and other (1) 15 Total 298 Listed equities Real estate 37 20 10% 5% AA 32% Alternative investments Policy loans Total General and Bank assets 10 5 382 3% 1% 100% AAA 37% A 18% UK with-profits Separate accounts Other 28 183 22 Not rated 2% BBB 9% High yield 2% Total invested assets 615 Average rating A+ (1) Mortgage loans and other includes individual mortgage loans (Euro 13 billion) and agency pools (Euro 2 billion). These assets are not included in the fixed-income breakdown by rating. 33
Exposure to Asset Backed Securities: the subprime crisis had little impact on the 2007 financial statements Breakdown of fixed-income investments (in Euro billions) 2007 Breakdown of ABS (in Euro billion) Commercial MBS 2007 total 2.9 Government and public 135 Prime residential US Subprime & Alt A 3.8 1.6 Corporate (including CDS) 132 UK RMBS 0.8 16 Asset Backed Securities (ABS) Mortgage loans and other (1) 15 Total 298 ABS are well-suited to the long-term investment needs of insurance companies: ABS spreads are higher than corporate bonds at equivalent ratings and offer investors a liquidity premium AXA has a strong positive cash flow and is not a forced seller About 70% of AXA's ABS are rated AAA to AA Limited impact on 2007 accounts CDO CLO Consumer ABS Total invested assets ABS market value December 31, 2007 Gross After PB and tax o/w OCI (shareholders' equity) o/w Impairments o/w Change in fair value 1.8 2.9 2.5 16.2 89.4% of par Euro 1.5 bn 0.6 0.3 0.1 0.2 (1) Mortgage loans and other includes individual mortgage loans (Euro 13 billion) and agency pools (Euro 2 billion). These assets are not included in the fixed-income breakdown by rating. 34
Shareholders structure as of December 31, 2007 Others 4.5% Employees 5.2% 9.4% Individual shareholders France 24.1% 1.4% Treasury shares 14.5% Mutuelles AXA North America 17.2% UK & Ireland 11.2% 1.5% 4.3% 2.3% 4.4% Rest of world Other European countries Benelux Germany 35
Stock performance Performance at April 2, 2007 1 year 3 years 5 years 10 years Vs historic high Date CAC40-13% 20% 79% 25% -29% Sept. 4, 2000 S&P 500-4% 17% 55% 22% -13% Oct. 9, 2007 Stoxx Insurance -17% 20% 94% -31% -50% Nov.17, 2000 AXA -20% 26% 124% 9% -39% Aug. 29, 2000 Allianz -13% 37% 192% -48% -66% Apr. 4, 2000 Generali 0% 28% 69% 5% -26% Nov. 29, 2000 ING -19% 10% 118% -10% -42% Jan. 4, 2001 AIG -30% -8% -12% 4% -55% Dec. 8, 2000 36
Stock price Stock price trend 300% 250% 200% 150% 100% 50% AXA CAC 40 Stoxx Insurance Apr. 4, 2008 37 12/31/02 3/31/03 6/30/03 9/30/03 12/31/03 3/31/04 6/30/04 9/30/04 12/31/04 3/31/05 6/30/05 9/30/05 12/31/05 3/31/06 6/30/06 9/30/06 12/31/06 3/31/07 6/30/07 9/30/07 12/31/07 3/31/08 (base 100)
CONTENTS 1 AXA GROUP: POSITION AND STRATEGY 2 FINANCIAL PERFORMANCE 3 FINANCIAL STRUCTURE AND STOCK PERFORMANCE 4 2008 ENVIRONMENT AND OUTLOOK
H E N R I d e C A S T R I E S Chairman of the Management Board
A difficult environment A deep liquidity/banking/credit crisis. Financial markets down, impacting assets and unrealized capital gains. US and perhaps global economic slowdown. Revenue growth more difficult in Life and Asset Management (lower unit-linked sales). 40
but also opportunities Efforts Quality of service will play in our favor. Guarantees are there for turbulent times Credit margins have been restored. 41
An unchanging strategy Customer centricity Employee engagement Continued action under Ambition 2012 plan 42
CONTENTS SUPERVISORY BOARD COMMENTS STATUTORY AUDITORS' REPORTS QUESTIONS & ANSWERS VOTE ON RESOLUTIONS CONCLUSION AND CLOSURE OF ANNUAL SHAREHOLDERS' MEETING
C L A U D E B É B É A R Chairman of the Supervisory Board
Supervisory Board comments Presentation of Supervisory Board comments Presentation of Jacques de Chateauvieux Management and officers compensation policy 45
Corporate Governance Supervisory Board comments 46
Jacques de Chateauvieux 57 years old (born 13 February 1951) ISG (Institut Supérieur de Gestion): 1972 Columbia University: MBA 1974 UTA (Union des Transports Aériens): 1975-77 Boston Consulting Group (Paris): 1977-79 Bourbon, Chairman and CEO since 1979 Jaccar, Chairman and CEO since 1980 Jacques de Chateauvieux has been a member of AXA's Supervisory Board since 2005 47
Performance-related compensation Stock options Performance units/shares Variable portion Fixed salary 48 Individual skills Individual performance Entity performance AXA Group performance AXA share price performance Current Short-term Medium-term Long-term 1 year 2-4 years 4-10 years Future
CEO Compensation Compensation paid to the CEO comprises: Fixed salary of Euro 500,000 (unchanged since his appointment in 2000 and raised to Euro 600,000 for 2008). 2007 target variable compensation of Euro 2,500,000 (raised to Euro 2,700,000 for 2008). Allotment of stock options and performance shares. The variable components over the past 5 years were: Compensation (Euros) Stock options Shares In 2004 in respect of 2003: 1,824,728 868,083 61,276 In 2005 in respect of 2004: 2,304,277 765,955 102,127 In 2006 in respect of 2005: 2,671,626 571,913 57,191 In 2007 in respect of 2006: 3,045,987 0 0 In 2008 in respect of 2007: 2,644,366 390,000 84,000 49
Compensation of Management Board members 2007 fixed salary (Euros) 2007 performancerelated pay (Euros) Stock options in respect of 2007 Shares in respect of 2007 Denis Duverne 430,000 1,400,415 312,000 67,200 François Pierson 400,000 1,180,000 279,500 60,200 Claude Brunet 350,000 918,473 234,000 50,400 Alfred Bouckaert 600,000 980,000 227,500 49,000 Christopher Condron 730,000 3,248,500 490,029 105,544 50
Compensation of Executive Committee members 2007 fixed salary (Euros) 2007 performancerelated pay (Euros) Stock options in respect of 2007 Shares in respect of 2007 Jean-Raymond Abat 300,000 612,253 84,500 18,200 John Dacey 365,532 1,093,723 71,500 15,400 Philippe Egger 243,600 410,466 38,500 12,600 Frank Keuper 450,000 720,000 65,000 14,000 Gerald Liebermann 146,000 8,336,600 0 0 Nicolas Moreau 438,300 1,022,700 117,000 25,200 Andrew Penn 551,135 672,100 16,372 0 Eugène Teysen 400,000 560,000 49,500 16,200 51
Stock options AXA has had a stock option policy since 1989. The exercise price is the average of the quoted prices in the twenty days preceding the grant date, with no discount. The options are valid for ten years and are exercisable in tranches of one third after a vesting period of two years from the grant date. Options are awarded on the basis of: Importance of the job Importance of the person to the job Importance of the person for the future Quality of personal contribution In 2007 role retention potential performance In 2008 (January 1 to April 22) 9,745,234 stock options (0.47% of the share capital) were granted to 4,933 people. 9,075,344 stock options (0.44% of the capital) were granted to 5,366 people 52
Stock options In 2006, options granted to members of the Management Board and Executive Committee were subject to a performance condition: the final tranche of options may only be exercised if AXA shares have outperformed the EuroStoxx Insurance index since the grant date. Since 2007, this performance condition has been extended to the final tranche of all grants in excess of 5,000 options. 53
Performance units and performance shares Since 2005, fewer stock options have been granted but they have been partially replaced by performance units outside France and performance shares in France (free share awards subject to performance conditions). In 2007 1,361,869 performance units were awarded to 2,346 people outside France. 782,432 performance shares were awarded to 1,433 people in France. In 2008 (January 1 to April 22) 2,382,842 performance units were awarded to 2,751 people outside France. 1,368,097 performance shares were awarded to 1,567 people in France. Performance units and shares are subject to collective performance conditions (Group and entity) assessed over a period of two years. The number of units or shares that finally vest may vary between 0% and 130% of the initial award. The vested shares must also be kept for a lock-up period of two years after the vesting date. 54
Stock options and performance shares Type of grant Number of options Number of shares Total % of capital Number of beneficiaries 2003 22,929,346-22,929,346 1.11% 3,146 2004 Stock options 21,168,792-21,168,792 1.03% 3,931 2005 14,550,999 743,310 15,294,309 0.74% 4,116 2006 2007 Stock options + performance shares (1) 11,433,176 9,753,674 892,958 782,432 12,326,134 10,536,106 0.60% 0.51% 4,332 4,933 2008 9,075,344 1,368,097 10,443,441 0.51% 5,373 (1) Performances shares (free share awards) are subject to collective performance conditions (Group and entity) during the vesting period. 55
Obligation to hold AXA shares In 2007, the Supervisory Board adopted a lock-up policy for shares held by members of the Management Board, Executive Committee and CEOs of Group entities. They are required to hold a number of shares equivalent to the following for the entire term of their corporate office: Management Board Chairman: 3 x annual compensation (salary + target variable) Management Board members: 2 x annual compensation (salary + target variable) Executive Committee members: 1.5 x annual compensation (salary + target variable) Other CEOs: 1 x annual compensation (salary + target variable) These levels must be reached within one year for the Chairman of the Management Board and five years for the other senior executives as of January 1, 2007 or their date of appointment, and observed throughout their term of corporate office. This requirement applies to AXA shares or AXA ADRs held directly or through funds invested in AXA shares, AXA APH shares and AllianceBernstein shares. 56
Obligation to hold AXA shares As of December 31, 2007, members of the Management Board held the following shares: H. de Castries: 1,365,012 shares = 12.5 x annual target compensation D. Duverne: 725,232 shares = 11.8 x annual target compensation C. Condron: 534,033 shares = 3.9 x annual target compensation C. Brunet: 213,019 shares = 4.7 x annual target compensation F. Pierson: 127,266 shares = 2.2 x annual target compensation A. Bouckaert: 109,294 shares = 2.0 x annual target compensation The lock-up requirement is met by all members of the Management Board Until the required levels set out above have been reached, each member of the Management Board must hold a number of shares equal to: 50% of the net of tax capital gain made on exercising the options 25% of performance shares awarded. 57
Golden parachutes Henri de Castries, Claude Brunet, Denis Duverne and François Pierson, as employees of the Group, do not have any contractual "golden parachute" entitlements. They are entitled only to the provisions of the collective bargaining agreement governing the insurance industry. If they are dismissed, their length of service with the Group will be taken into account for calculating the legal and contractual benefits due, unless dismissed for professional misconduct. Christopher Condron and Alfred Bouckaert are entitled to severance benefits equal to two years compensation under their contracts with AXA Equitable and AXA Belgium respectively, unless dismissed for professional misconduct. These clauses are totally independent of their corporate office on AXA's Management Board. 58
Additional pension benefits Henri de Castries, Claude Brunet, Denis Duverne and François Pierson are members of the same supplementary pension plan as all AXA executives in France. If they retire with at least ten years service, they will receive a supplementary pension giving them a total pension (including mandatory state plans) equal to between 20% and 40% maximum (after 20 years service) of their average compensation in the last five years of employment. Christopher Condron is entitled to a supplementary pension from AXA Equitable at the age of 65 equal to 2% of his annual compensation per year of employment with AXA. Alfred Bouckaert is entitled to a supplementary pension from AXA Belgium at the age of 65 equal to N/40 x (25% T1 +75% T2) x 12,2221 where N = number of years service, T1 = Belgian annual SS ceiling (Euro 44,995 in 2007), T2 = portion of fixed salary in excess of T1 ceiling. 59
CONTENTS SUPERVISORY BOARD COMMENTS STATUTORY AUDITORS' REPORTS QUESTIONS & ANSWERS VOTE ON RESOLUTIONS CONCLUSION AND CLOSURE OF THE SHAREHOLDERS' MEETING (Claude Bébéar)
Statutory Auditors' reports PricewaterhouseCoopers Audit Eric Dupont Mazars & Guérard Jean-Claude Pauly
CONTENTS SUPERVISORY BOARD COMMENTS AUDITORS REPORTS QUESTIONS AND ANSWERS VOTE ON RESOLUTIONS CONCLUSION AND CLOSURE OF THE ANNUAL SHAREHOLDERS MEETING (Claude Bébéar)
CONTENTS SUPERVISORY BOARD COMMENTS AUDITORS REPORTS QUESTIONS & ANSWERS VOTE ON RESOLUTIONS CONCLUSION AND CLOSURE OF THE ANNUAL GENERAL MEETING
CONTENTS SUPERVISORY BOARD COMMENTS AUDITORS REPORTS QUESTIONS & ANSWERS VOTE ON RESOLUTIONS CONCLUSION AND CLOSURE OF ANNUAL SHAREHOLDERS MEETING
ANNUAL GENERAL MEETING APRIL 22, 2008