Bond AXIA 0% ( FR0013454675 ) in EUR

AXIA

100 % ⇌

France

FR0013454675 ( in EUR )

21/10/2029

Prospectus brochure of the bond AXA FR0013454675 en EUR 0%, maturity 21/10/2029

100 000 EUR

500 000 000 EUR

AXA is a French multinational insurance firm offering a wide range of financial and insurance products and services globally, including property and casualty insurance, health insurance, and life insurance.

The Bond issued by AXIA ( France ) , in EUR, with the ISIN code FR0013454675, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 21/10/2029

AXA Bank Europe SCF
(société de crédit foncier duly licensed as a French specialised credit institution (établissement de crédit spécialisé))
10,000,000,000
Euro Medium Term Note Programme
for the issue of obligations foncières

Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), AXA Bank Europe SCF
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières (the "Notes"),
benefiting from the statutory privilège (priority right of payment) created by Article L.513-11 of the French Monetary and Financial Code (Code monétaire
et financier), as more fully described herein (the "Privilège").
The aggregate nominal amount of Notes outstanding will not at any time exceed 10,000,000,000 (or its equivalent in any other currency at the date of the
issue of such Notes).
This Base Prospectus (together with any supplements thereto) constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129, as
amended (the "Prospectus Regulation"). This Base Prospectus has been approved by the Commission de surveillance du secteur financier (the "CSSF"),
in its capacity as competent authority in Luxembourg under the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities, as amended
(the "Luxembourg Prospectus Act"). Pursuant to Article 6(4) of the Luxembourg Prospectus Act, by approving this prospectus, the CSSF gives no
undertaking as to the economic and financial soundness of Notes to be issued hereunder or the quality or solvency of the Issuer. The CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make
their own assessment as to the suitability of investing in the Notes.
Application may be made to (i) the Luxembourg Stock Exchange during a period of twelve (12) months after the date of approval by the CSSF of this Base
Prospectus for Notes issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the
regulated market of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other member state of the European Economic Area
("EEA") for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such member state. The regulated
market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU dated 15
May 2014, as amended from time to time ("MiFID II"), appearing on the list of regulated markets (each a "Regulated Market") issued by the European
Securities Markets Authority (the "ESMA"). Notes issued under the Programme may also be unlisted or listed and admitted to trading on any other market,
including any other Regulated Market. The relevant final terms (a form of which is contained herein) in respect of the issue of any Notes (the "Final
Terms") will specify whether or not such Notes will be listed and admitted to trading on any market. Notes which are to be admitted to trading on a
Regulated Market within the EEA in circumstances which require the publication of a prospectus under the Prospectus Regulation shall have a minimum
denomination of 1,000 (or its equivalent in any other currency as at the date of issue of the Notes) or such higher amount as may be allowed or required
by the relevant monetary authority or any applicable laws or regulations.
This Base Prospectus shall be in force for a period of one (1) year as of its approval by the CSSF (i.e. until 6 February 2024), provided that it is completed
by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a material
inaccuracy relating to the information included (including incorporated by reference) in this Base Prospectus which may affect the assessment of the Notes.
The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when
this Base Prospectus is no longer valid.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book-entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Monetary and
Financial Code (Code monétaire et financier). No physical documents of title will be issued in respect of Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France
(acting as central depositary) which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form,
Denomination, Title and Redenomination") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking S.A.
("Clearstream"), or (ii) in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "Terms and
Conditions of the Notes - Form, Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be
inscribed in an account maintained by the Issuer or by a registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered
form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholder.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary Global Certificate
will subsequently be exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached (the "Definitive
Materialised Notes"), on or after a date expected to be on or about the fortieth (40th) day after the issue date of the Notes (subject to postponement as
described in "Temporary Global Certificate in respect of Materialised Notes") upon certification as to non-US beneficial ownership as more fully described
herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the Notes") intended to be cleared through
Euroclear and/or Clearstream be deposited on the issue date with a common depositary for Euroclear and Clearstream, and (b) in the case of a Tranche
intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be
deposited as agreed between the Issuer and the relevant Dealer(s) (as defined below).
Notes to be issued under the Programme are expected on issue to be rated Aaa by Moody's France S.A.S. ("Moody's"). The rating of the Notes will be
specified in the relevant Final Terms. As at the date of this Base Prospectus, Moody's is established in the European Union and is registered under Regulation
(EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the "CRA Regulation") and is included in the
list of credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk). Moody's is not
established in the United Kingdom and is not registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 as amended (the "EUWA") (the "UK CRA Regulation"). However, the rating assigned to the Notes by
Moody's will be endorsed by Moody's Investors Service Ltd, being a credit rating agency established in the United Kingdom and included in the list of
credit rating agencies published by the FCA on its website (https://www.fca.org.uk/markets/credit-rating-agencies/registered-certified-cras) in accordance
with the UK CRA Regulation. As such, the ratings issued by Moody's may be used for regulatory purposes in the United Kingdom in accordance with the
UK CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any
time by the assigning rating agency without notice.
Notes to be issued under the Programme as from the date of this Base Prospectus, are eligible to the "European Covered Bond (Premium)" label (label
"obligation garantie européenne de qualité supérieure"). However, no representation is made or assurance given that any Notes issued under the Programme

will remain eligible to the "European Covered Bond (Premium)" label until their Maturity Date. Whether the Notes , benefit or do not benefit from the
"European Covered Bond (Premium)" label will be specified in the relevant Final Terms.
See section entitled "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER

BNP PARIBAS

PERMANENT DEALERS
BNP PARIBAS
CRÉDIT AGRICOLE CIB
HSBC
ING
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

The date of this Base Prospectus is 6 February 2023

IMPORTANT INFORMATION

This Base Prospectus (together with any supplement thereto that may be published from time to
time), constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation and
contains or incorporates by reference the necessary information which is material to an investor
for making an informed assessment of the assets and liabilities, profits and losses, financial
position, and prospects of the Issuer, as well as the base terms and conditions of the Notes to be
issued under the Programme. The terms and conditions applicable to each Tranche not contained
herein (including, without limitation, the aggregate nominal amount, issue price, redemption price
thereof, and interest, if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue on the basis of the then prevailing market conditions and will be
set out in the relevant Final Terms.

This Base Prospectus should be read and construed in conjunction with (i) any document and/or
information which is incorporated herein by reference in accordance with Article 19 of the
Prospectus Regulation (see section "Documents Incorporated by Reference" below), (ii) any
supplement thereto that may be published from time to time and (iii) in relation to any Tranche
of Notes, the relevant Final Terms.

This Base Prospectus (together with any supplement thereto that may be published from time to
time) may only be used for the purposes for which it has been published.

No person is or has been authorised to give any information or to make any representation other
than those contained or incorporated by reference in this Base Prospectus in connection with the
issue or sale of the Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer, the Arranger or any of the Dealer(s). Neither
the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer since
the date hereof or the date upon which this Base Prospectus has been most recently supplemented
or that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.

The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions
may be restricted by law. The Issuer, the Arranger and the Dealer(s) do not represent that this
Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger
or the Dealer(s) which is intended to permit a public offering of any Notes or distribution of this
Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no
Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any
offering material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Base Prospectus or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale
of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the
offer or sale of Notes in the United States of America, the United Kingdom (the "UK"), the EEA
(including Belgium and France) and Switzerland. For a description of these and certain other
restrictions on offers, sales and transfers of Notes and on distribution of this Base Prospectus, see
section entitled "Subscription and Sale".

- 3 -

The Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act
("Regulation S"). The Notes may include Materialised Notes in bearer form that are subject to
U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or,
in the case of Materialised Notes in bearer form, delivered within the United States or, in the case
of certain Materialised Notes in bearer form, to, or for the account or benefit of, United States
persons as defined in the U.S. Internal Revenue Code of 1986, as amended. The Notes are being
offered and sold outside the United States in offshore transactions to non-U.S. persons in reliance
on Regulation S.

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer,
the Arranger or the Dealer(s) to subscribe for, or purchase, any Notes below.

The Arranger and the Dealer(s) have not separately verified the information contained or
incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information included or incorporated by reference in this
Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection
with the Programme (including any information incorporated by reference) is intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by
any of the Issuer, the Arranger or the Dealer(s) that any recipient of this Base Prospectus or other
information supplied in connection with the Programme (including any information incorporated
by reference) should purchase the Notes. Each prospective investor in the Notes should determine
for itself the relevance of the information contained or incorporated by reference in this Base
Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. Neither the Arranger nor any of the Dealers undertake to review the financial condition
or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus
nor to advise any investor or potential investor in the Notes of any information that may come to
the attention of any of the Dealers or the Arranger.

The Notes issued under the Programme may not be a suitable investment for all investors. Each
potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:

(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the relevant Notes and sufficient knowledge in
experience for the purpose of properly evaluating the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement to this
Base Prospectus and the relevant Final Terms;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the relevant Notes and the impact the
relevant Notes will have on its overall investment portfolio;

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential
investor's currency;

(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour
of any relevant indices and financial markets and with the regulatory framework
applicable to the Issuer;

- 4 -

(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability
to bear the applicable risks; and

(vi)
be aware, in terms of any legislation or regulatory regime applicable to such investor, of
the applicable restrictions (if any) on its ability to invest in the Notes generally and in any
particular type of the Notes.

Some Notes are complex financial instruments and such instruments may be purchased as a way
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to
their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how
the Notes will perform under changing conditions, the resulting effects on the value of such Notes
and the impact this investment will have on the potential investor's overall investment portfolio.

The investment activities of certain investors are subject to investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its own
financial and legal advisers to determine whether and to what extent (1) Notes are legal
investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their
legal advisers or the appropriate regulators to determine the appropriate treatment of Notes
under any applicable risk-based capital or similar rules.

The tax legislation of the investor's Member State and of the Issuer's country of incorporation
may have an impact on the income received from the Notes. Prospective purchasers and sellers of
the Notes should be aware that they may be required to pay taxes or documentary charges or
duties in accordance with the laws and practices of the jurisdiction where the Notes are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for the Notes. Potential investors are advised to
ask for their own tax adviser's advice on their individual taxation with respect to the acquisition,
holding, sale and redemption of the Notes. Only these advisers are in a position to duly consider
the specific situation of the potential investor.

STABILISATION

In connection with the issue of any Tranche, the Dealer(s) (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on
behalf of a Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the final terms of the offer
of the relevant Tranche is made and, if begun, cease at any time, but it must end no later than the
earlier of thirty (30) calendar days after the issue date of the relevant Tranche and sixty (60)
calendar days after the date of the allotment of the relevant Tranche. Any stabilisation action or
over-allotment shall be conducted by the Stabilising Manager (or the person acting on behalf of
any Stabilising Manager) in accordance with all applicable laws and rules.

None of the Issuer, the Arranger or the Dealers makes any representation to any prospective
investor in the Notes regarding the legality of its investment under any applicable laws. If you are
in any doubt about the contents of this Base Prospectus you should contact your advisers.

PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the
Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and

- 5 -

should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97
(EU) dated 20 January 2016 on insurance distribution, as amended, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined the Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 dated 26 November 2014 on key information
documents for packaged retail and insurance-based investment products (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.

PRIIPS REGULATION PROHIBITION OF SALES TO UK RETAIL INVESTORS If the
Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law
by virtue of the EUWA. Consequently no key information document required by Regulation (EU)
No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II PRODUCT GOVERNANCE / TARGET MARKET

The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET  The Final Terms in respect of
any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment)

- 6 -

and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.

PRESENTATION OF CERTAIN INFORMATION IN THIS BASE PROSPECTUS

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references
to "", "Euro", "euro" or "EUR" are to the lawful currency of the member states of the European
Union that have adopted the single currency in accordance with the Treaty establishing the
European Community, as amended, references to "£", "pounds sterling" and "Sterling" are to
the lawful currency of the United Kingdom, references to "$", "USD" and "US Dollar" are to the
lawful currency of the United States of America, references to "¥", "JPY" and "Yen" are to the
lawful currency of Japan and references to "CHF" and "Swiss Francs" are to the lawful currency
of Switzerland.

Except where specified otherwise, capitalised words and expressions in this Base Prospectus have
the meaning given to them in the section entitled "Glossary of Defined Terms".
FORWARD-LOOKING STATEMENTS

This Base Prospectus may contain certain statements that are forward-looking including
statements with respect to the Issuer's business strategies, expansion and growth of operations,
trends in its business, competitive advantage, and technological and regulatory changes,
information on exchange rate risk and generally includes all statements preceded by, followed by
or that include the words "believe", "expect", "project", "anticipate", "seek", "estimate" or
similar expressions. Such forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and actual results may differ materially from those in the
forward-looking statements as a result of various factors. Potential investors are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the date hereof. These
forward-looking statements do not constitute profit forecasts or estimates under the Commission
Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation, as amended.

- 7 -

TABLE OF CONTENTS

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE
PROSPECTUS
9
GENERAL DESCRIPTION OF THE PROGRAMME
10
RISK FACTORS
21
DOCUMENTS INCORPORATED BY REFERENCE
41
SUPPLEMENT TO THE BASE PROSPECTUS
45
TERMS AND CONDITIONS OF THE NOTES
46
TEMPORARY GLOBAL CERTIFICATES
83
USE OF PROCEEDS
85
OVERVIEW OF THE LEGISLATION AND REGULATIONS
86
DESCRIPTION OF THE ISSUER
99
MATERIAL CONTRACTS
105
FORM OF FINAL TERMS
131
SUBSCRIPTION AND SALE
150
GENERAL INFORMATION
155
GLOSSARY OF DEFINED TERMS
158
INDEX OF DEFINED TERMS
165

- 8 -

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS

AXA Bank Europe SCF (the "Responsible Person") accepts responsibility for the information contained or
incorporated by reference in this Base Prospectus. To the best of the Responsible Person's knowledge, the
information contained or incorporated by reference in this Base Prospectus is in accordance with the facts and
omits nothing likely to affect its import.

AXA Bank Europe SCF
203/205, rue Carnot
94138 Fontenay-sous-Bois
France
Duly represented by Philippe Colpin
in its capacity as Chief Executive Officer (Directeur Général) of the Issuer
Signed in Fontenay-sous-Bois, on 6 February 2023

- 9 -

GENERAL DESCRIPTION OF THE PROGRAMME

The following general description must be read as an introduction to this Base Prospectus and is qualified in its
entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the relevant Final Terms.

This section "General Description of the Programme" constitutes a general description of the Programme for the
purposes of Article 25.1(b) of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 as amended.
It does not, and is not intended to, constitute a summary of this Base Prospectus within the meaning of Article 7
of the Prospectus Regulation, or any implementing regulation thereof.

Words and expressions not defined below but defined in the section entitled "Glossary of Defined Terms" will have
the same meaning when used below.

1. THE NOTES AND THE PROGRAMME
Issuer:
AXA Bank Europe SCF, a limited liability company (société anonyme)
incorporated under French law and duly licensed in France as specialised credit
institution (établissement de crédit spécialisé) with the status of société de crédit
foncier delivered by the French Autorité de contrôle prudentiel et de résolution.

AXA Bank Europe SCF is also duly registered by the Belgian Financial Services
and
Markets
Authority
as
mortgage
lender
(prêteur
en
crédit
hypothécaire/kredietgever in hypothecair krediet) and acts in Belgium on a
freedom of services basis.

AXA Bank Europe SCF's assets are exclusively composed of assets that are
eligible for sociétés de crédit foncier pursuant to the French legal framework
applicable to sociétés de crédit foncier (see "Overview of the legislation and
regulations relating to sociétés de crédit foncier").

The contracts entered into by the Issuer as of the date of the Base Prospectus and
which are material for the activities of the Issuer are further described in the
section entitled "Material Contracts".

Legal Entity Identifier
CVRWQDHDBEPUUVU2FD09
(LEI):
Risk factors:
There are certain factors that may affect the Issuer's ability to fulfil its obligations
under Notes issued under the Programme. These are set out under "Risk Factors
relating to the Issuer" and include certain factors relating to the Issuer and its
activities.
In addition, there are certain factors which are material for the purpose of
assessing the risks associated with Notes issued under the Programme. These are
set out under "Risk Factors relating to the Notes" and include certain risks relating
to the structure of particular Series of Notes, risks relating to all Series of Notes
and risks relating to the trading market of the Notes.

Arranger:
BNP Paribas

Permanent Dealers:
BNP Paribas
Crédit Agricole Corporate and Investment Bank
HSBC Continental Europe
ING Bank N.V.
Natixis
Société Générale
The Issuer may from time to time terminate the appointment of any Dealer under
the Programme or appoint additional dealers either in respect of one (1) or more

- 10 -