Bond AXIA 5.25% ( XS0503665290 ) in EUR

Issuer AXIA
Market price 100 %  ▼ 
Country  France
ISIN code  XS0503665290 ( in EUR )
Interest rate 5.25% per year ( payment 1 time a year)
Maturity 15/04/2040 - Bond has expired



Prospectus brochure of the bond AXA XS0503665290 in EUR 5.25%, expired


Minimal amount 50 000 EUR
Total amount 1 300 000 000 EUR
Detailed description 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.

AXA's ?1,300,000,000 5.25% bond (XS0503665290), issued in France, with a minimum trading size of ?50,000, maturing on April 15, 2040, and paying interest annually, has reached maturity and been repaid at 100% of its face value.







FINAL TERMS
14 April 2010
AXA
Issue of EUR 1,300,000,000 Fixed to Floating Rate Subordinated Notes due 2040
under the 14,000,000,000
Euro Medium Term Note Programme
SERIES NO: 31
TRANCHE NO.: 1
Issue Price: 99.407 per cent.
First Call Date (as defined herein): 16 April 2020
PART A - CONTRACTUAL TERMS
The Notes have been assigned a rating of BBB+ by Standard & Poor's Ratings Services, A3 by Moody's Investors Services Limited
and BBB by Fitch Rating Ltd. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension, reduction or withdrawal at any time by the relevant rating agency. A suspension, withdrawal or reduction of the ratings
assigned to the Notes may adversely affect the market price of the Notes.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated
1 April 2010 (as supplemented by a Supplement to the Offering Circular dated 14 April 2010 (together, the Offering Circular) which
together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive).
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and during normal business hours from the registered office of the Issuer and the
specified office of the Principal Paying Agent.
The terms and conditions of the Notes are constituted by the Terms and Conditions of the Notes and the Possible Further Terms
appearing in the Offering Circular, as supplemented by these Final Terms (which shall, for the avoidance of doubt, include the Annex
hereto) and all references to Final Terms shall be construed accordingly.
These Final Terms constitute the definitive terms and conditions of the Notes and shall prevail in the event of inconsistency with the
provisions of the Offering Circular referred to above.
Potential investors should read carefully the section entitled Risk Factors set out in the Offering Circular before making a decision to
invest in the Notes.
JOINT STRUCTURING ADVISERS AND JOINT GLOBAL COORDINATORS
BNP PARIBAS
Citi
JOINT LEAD MANAGERS
BNP PARIBAS
Citi
Crédit Agricole CIB
J.P. Morgan
NATIXIS
The Royal Bank of Scotland
CO-LEAD MANAGERS
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays Capital
BofA Merrill Lynch
Deutsche Bank
HSBC
Mitsubishi UFJ Securities International plc
Santander Global Banking & Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank


1.
Issuer:
AXA
2.
(a)
Series Number:
31
(b)
Tranche Number:
1
3.
Specified Currency or Currencies:
Euro
4.
Aggregate Nominal Amount:
(a)
Series:
1,300,000,000
(b)
Tranche:
1,300,000,000
5.
Issue Price:
99.407 per cent. of the Aggregate Nominal Amount
6.
Specified Denominations:
50,000.
7.
(a)
Issue Date:
16 April 2010
(b)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
Interest Payment Date falling in or nearest to 16 April
2040.
9.
Interest Basis:
Fixed Rate changing to Floating Rate as specified in
paragraphs 15 and 16 below.
10.
Redemption/Payment Basis:
See Annex
11.
Change
of
Interest
Basis
or (i)
In respect of the period from and including the
Redemption/Payment Basis:
Issue Date to but excluding 16 April 2020 (the
First Call Date) the Notes shall bear interest at
the Fixed Rate of Interest specified in paragraph
15 below.
(ii)
Thereafter, the Notes shall bear interest at the
Floating Rate of Interest specified in paragraph
16 below.
12.
Put/Call Options:
Issuer Call
(See Annex for details)
13.
(a)
Status of the Notes:
Dated Subordinated Notes
(See Annex for details)
The Relevant Supervisory Authority for the purposes of
Condition 7(e) is at the Issue Date the Autorité de
Contrôle Prudentiel (the ACP).
(b)
Date of board (or similar)
Decision of the Management Board (Directoire) of the
approval for issuance of Notes
Issuer held on 22 March 2010 and decision of Denis
obtained:
DUVERNE, member of the Management Board
2


(Directoire) of the Issuer dated 14 April 2010.
14.
Method of Distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Applicable
(See Annex for details)
(a)
Rate of Interest:
5.25 per cent. per annum payable annually in arrear (such
Rate of Interest, the Fixed Rate of Interest)
(b)
Interest Payment Dates:
16 April in each year from and including 16 April 2011
up to and including the First Call Date (each such date, a
Fixed Interest Payment Date).
(See Annex for further details)
(c)
Fixed Coupon Amount:
2,625 per Note of 50,000 Specified Denomination
(d)
Broken Amount:
Not Applicable
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Dates:
16 April in each year
(g)
Other terms relating to the
None
method of calculating interest for
Fixed Rate Notes:
16.
Floating Rate Note Provisions
Applicable
(See Annex for details)
(a)
Specified Period(s)/Specified
On or about 16 January, 16 April, 16 July and 16 October
Interest Payment Dates:
in each year from and including 16 July 2020 up to and
including the relevant date of redemption (each such
date, a Floating Interest Payment Date).
(See Annex for further details)
(b)
Business Day Convention:
Modified Following Business Day Convention
(c)
Additional Business Centre(s):
Not Applicable
(d)
Manner in which the Rate of
Screen Rate Determination
Interest and Interest Amount is
(See Annex for details)
to be determined:
(e)
Party responsible for calculating Not Applicable
the Rate of Interest and Interest
Amount (if not the Principal
Paying Agent):
(f)
Screen Rate Determination:
3



Reference Rate:
3-month EURIBOR

Interest Determination
Second day on which the TARGET2 System is open
Date:
prior to the start of each Floating Interest Period

Relevant Screen Page:
Reuters EURIBOR01
(g)
Margin:
+ 3.05 per cent. per annum (together with the Reference
Rate, the Floating Rate of Interest)
(h)
Minimum Rate of Interest:
Not Applicable
(i)
Maximum Rate of Interest:
Not Applicable
(j)
Day Count Fraction:
Actual/360
(k)
Fallback provisions, rounding Not Applicable
provisions and any other terms
relating to the method of
calculating interest on Floating
Rate Notes, if different from
those set out in the Conditions:
17.
Zero Coupon Note Provisions:
Not Applicable
18.
Index Linked Interest Note Provisions:
Not Applicable
19.
Dual Currency Interest Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION, EXCHANGE AND VARIATION
20.
Issuer Call:
Applicable
(a)
Optional Redemption Date(s):
The First Call Date and any Interest Payment Date
thereafter subject to the prior approval of the Relevant
Supervisory Authority
(b)
Optional Redemption Amount
50,000 per Note of 50,000 Specified Denomination
and method, if any, of
See Annex
calculation of such amount(s):
(c)
If redeemable in part:
(i)
Minimum Redemption Not Applicable
Amount:
(ii)
Maximum Redemption Not Applicable
Amount:
(d)
Notice period (if other than as
Not Applicable
set out in the Conditions):
4


21.
Investor Put:
Not Applicable
22.
Final Redemption Amount:
50,000 per Note of 50,000 Specified Denomination,
together with interest accrued up to but excluding the
date of redemption.
See Annex
23.
Early Redemption Amount, payable on
50,000 per Note of 50,000 Specified Denomination
redemption for taxation reasons or on
See Annex
Event of Default or Regulatory Event or
Rating Methodology Event and/or the
method of calculating the same (if
required or if different from that set out in
Condition ):
23 (a) Exchange or Variation in case of Yes
Regulatory Event:
See Annex
23 (b) Rating Methodology Event Issue Date
Commencement Date:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:
(a)
Form:
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable for
Definitive Bearer Notes only upon an Exchange Event.
For these purposes an Exchange Event means that (i) an
Enforcement Event (as defined in Condition 10) has
occurred or (ii) the Issuer has been notified that both
Euroclear and Clearstream, Luxembourg have been
closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise)
or have announced an intention permanently to cease
business or have in fact done so and no successor
clearing system available.
(b)
New Global Note:
No
25.
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment
Days:
26.
Talons for future Coupons or Receipts to
Yes (if Definitive Bearer Notes are issued in exchange
be attached to Definitive Bearer Notes
for, and in accordance with, the terms of the Permanent
(and dates on which such Talons mature):
Bearer Global Note). Talons mature on each 10th Interest
Payment Date after the First Call Date.
27.
Details relating to Partly Paid Notes:
Not Applicable
amount of each payment comprising the
5


Issue Price and date on which each
payment is to be made and consequences
of failure to pay, including any right of
the Issuer to forfeit the Notes and interest
due on late payment:
28.
Details relating to Instalment Notes:
(a)
Instalment Amount(s):
Not Applicable
(b)
Instalment Date(s):
Not Applicable
29.
Redenomination:
Redenomination not applicable
30.
Other final terms:
In the case of Notes varied or exchanged in accordance
with Condition 7(e)(ii) or (iii), Arrears of Interest accrued
on the Notes originally issued will be transferred
respectively to such varied or exchanged Notes, together
with any Additional Interest Amount.
See Annex.
DISTRIBUTION
31.
(a)
If syndicated, names of
BNP PARIBAS
Managers:
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
J.P. Morgan Securities Ltd.
NATIXIS
The Royal Bank of Scotland plc
Banco Bilbao Vizcaya Argentaria, S.A
Banco Santander, S.A.
Barclays Bank PLC
Deutsche Bank AG, London Branch
HSBC Bank plc
Merrill Lynch International
Mitsubishi UFJ Securities International plc
Société Générale
UBS Limited
(b)
Date of Subscription Agreement: 14 April 2010
(c)
Stabilising Manager(s) (if any):
BNP PARIBAS
32.
If non-syndicated, name of relevant
Not Applicable
Dealer:
33.
U.S. Selling Restrictions:
TEFRA D
34.
Additional selling restrictions:
Not Applicable
PURPOSE OF FINAL TERMS
6


These Final Terms comprise the final terms required for issue and admission to trading and listing on the
Official List of the Luxembourg Stock Exchange of the Notes described herein pursuant to the
14,000,000,000 Euro Medium Term Note Programme of AXA.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of AXA:
By: Alban DE MAILLY NESLE
Duly authorised
7


PART B - OTHER INFORMATION
1.
LISTING AND ADMISSION TO
TRADING
(i)
Listing and Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading and
listing on the Official List of the Luxembourg
Stock Exchange with effect from 16 April 2010.
(ii)
Estimate of total expenses related 11,800
to admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued have been rated:
S & P: BBB+
Moody's: A3
Fitch: BBB
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of
the Notes has an interest material to the offer.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
The proceeds will be used for general corporate
purposes of the Issuer.
(ii)
Estimated net proceeds:
1,288,391,000
5.
OPERATIONAL INFORMATION
(i)
ISIN Code:
XS0503665290
(ii)
Common Code:
050366529
(iii)
Any clearing system(s) other than Not Applicable
Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme and the relevant
identification number(s):
(iv)
Delivery:
Delivery against payment
(v)
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
(vi)
Intended to be held in a manner No
which would allow Eurosystem
eligibility:
8


ANNEX
CONSOLIDATED TERMS AND CONDITIONS OF THE NOTES
The following are the Consolidated Terms and Conditions of the Notes which are a consolidation of the
"Terms and Conditions of the Notes" and "Possible Further Terms" (together, the Programme Conditions)
set out in the Offering Circular dated 1 April 2010 relating to AXA's Euro Medium Term Note Programme,
as supplemented by a Supplement to the Offering Circular dated 14 April 2010. The numbered paragraphs
set out below follow the sequence of the numbered paragraphs in the Programme Conditions, as
supplemented in places by further numbered paragraphs reflecting such further terms. The abbreviation
"N/A" will be applied to any such numbered paragraph which is not applicable to the Notes.
DEFINITIONS
For the purposes of these Conditions:
Actual/360 means the actual number of days in the Floating Interest Period divided by 360.
Actual/Actual (ICMA) means
(A)
in the case of Notes where the number of days in the relevant period from (and including) the most
recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in such Accrual
Period divided by the product of (1) the number of days in such Determination Period and (2) the
number of Determination Dates that would occur in one calendar year; or
(B)
in the case of Notes where the Accrual Period is longer than the Determination Period during which
the Accrual Period ends, the sum of:
(1)
the number of days in such Accrual Period falling in the Determination Period in which
the Accrual Period begins divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination Dates that would occur in one
calendar year; and
(2)
the number of days in such Accrual Period falling in the next Determination Period
divided by the product of (x) the number of days in such Determination Period and (y) the
number of Determination Dates that would occur in one calendar year; and
Agency Agreement means the amended and restated agency agreement in respect of the Euro Medium Term
Note Programme of the Issuer dated 1 April 2010 as the same may be amended, restated and/or
supplemented from time to time between the Issuer, the Principal Paying Agent and the other paying agents
named therein.
Agents means the Principal Paying Agent, any Paying Agent and any other agents named herein.
Applicable Regulations means, from the Issue Date to the date of implementation of Future Tier Two
Instruments Regulations, the solvency margin, capital adequacy regulations or any other regulatory capital
rules then in effect in France (or if the Issuer becomes domiciled in a jurisdiction other than France, such
other jurisdiction) and/or any other relevant jurisdiction as applied and construed by the Relevant
Supervisory Authority and applicable to the Issuer and/or the Group.
9


Business Day means a day with is both (x) a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign exchange and foreign
currency deposits) in Luxembourg and (y) a day on which the TARGET2 System is open.
Compulsory Interest Payment Date means each Interest Payment Date prior to which during a period of
one-year prior to such Interest Payment Date, a dividend on any ordinary or preference shares of the Issuer
was declared at the annual general meeting, provided however, that if a Regulatory Deficiency occurred
during the Interest Period immediately preceding such Interest Payment Date, such Interest Payment Date
shall only be a Compulsory Interest Payment Date if such Regulatory Deficiency occurred prior to such
annual general meeting.
Couponholders means holders of Coupons.
Coupons means interest coupons with respect to Definitive Bearer Notes attached on issue.
Dated Deeply Subordinated Notes means Notes with a specified maturity date which constitute direct,
unconditional, unsecured and deeply subordinated obligations of the Issuer and rank pari passu without any
preference among themselves and pari passu with any other existing or future direct, unconditional,
unsecured and deeply subordinated obligations of the Issuer.
Dated Subordinated Notes means Notes having a specified maturity date which constitute direct,
unconditional, unsecured and subordinated obligations of the Issuer and rank pari passu without any
preference among themselves and pari passu with any other existing or future direct, unconditional,
unsecured and subordinated obligations of the Issuer with a specified maturity date (including, without
limitation, those which are expressed to be senior subordinated obligations of the Issuer with a specified
maturity date and any outstanding Senior Dated Subordinated Notes (as defined and issued under the
Programme as constituted prior to 1 October 2004, the Old Programme)), but shall rank in priority to any
Undated Subordinated Notes, any Undated Subordinated Obligations, any prêts participatifs granted to the
Issuer, any titres participatifs issued by the Issuer and any Deeply Subordinated Notes.
Deeply Subordinated Notes means Dated Deeply Subordinated Notes and Undated Deeply Subordinated
Notes.
Deferral Date means either a Mandatory Interest Deferral Date or an Optional Interest Payment Date.
Definitive Bearer Notes means definitive Notes in bearer form issued in exchange for a Global Note which
have Coupons and Talons attached on issue.
Determination Date means 16 April in each year as specified in the Final Terms.
Determination Period means each period from (and including) a Determination Date to but excluding the
next Determination Date (including, where either the Interest Commencement Date or the final Fixed
Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date
prior to, and ending on the first Determination Date falling after, such date).
Fixed Coupon Amount means 2,625 per Note of 50,000 Specified Denomination.
Fixed Interest Period means the period from and including a Fixed Interest Payment Date (or the Interest
Commencement Date) to but excluding the next (or first) Fixed Interest Payment Date.
Fixed Rate Day Count Fraction means for these purposes Actual/Actual (ICMA).
Floating Interest Amount means the amount of interest payable on the Notes in respect with each Floating
Interest Period.
Floating Interest Period means the period from and including a Floating Interest Payment Date to but
excluding the next Floating Interest Payment Date.
10


Document Outline