Bond AXIA 5.453% ( XS1134541561 ) in GBP

AXIA

100.26 % ▲

France

XS1134541561 ( in GBP )

5.453% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond AXA XS1134541561 en GBP 5.453%, maturity Perpetual

04/03/2026 ( In 261 days )

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 GBP, with the ISIN code XS1134541561, pays a coupon of 5.453% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

AXA
18,000,000,000
Euro Medium Term Note Programme
This Base Prospectus supersedes all previous offering circulars or base prospectuses prepared in connection with the Euro Medium Term Note Programme of AXA
(the Issuer). Any notes (the Notes) issued under the 18,000,000,000 Euro Medium Term Note Programme (the Programme) on or after the date of this Base
Prospectus are issued subject to the provisions described herein. The Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered
Notes).
The Notes may be issued on a continuing basis to one or more of the dealers specified under "General Description of the Programme" below and any additional dealer
appointed under the Programme from time to time by the Issuer (each, a Dealer and together, the Dealers), which appointment may be for a specific issue or on an
on-going basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than
one Dealer, be to all Dealers agreeing to purchase such Notes. Notes may also be issued to third parties other than Dealers. Any Dealer or third party to whom Notes
are issued shall be referred to herein as a Purchaser.
An investment in Notes issued under the Programme involves certain risks. For a description of these risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority under
the Luxembourg Law of July 16, 2019 (the Prospectus Law 2019) implementing Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF
should not be considered as an endorsement of the Issuer or of the quality of the Notes. By approving this Base Prospectus, in accordance with Article 20 of the
Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operations contemplated by this Base Prospectus or the
quality and solvency of the Issuer. Investors should make their own assessment as to the suitability of investing in the Notes.
Application may be made for the period of 12 months from the date of this Base Prospectus (i) to the Luxembourg Stock Exchange for Notes issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange
and/or (ii) to any other stock exchange for Notes to be issued under the Programme to be admitted to trading and listed on such stock exchange. Notes may also be
unlisted. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU.
This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European
Economic Area (the EEA). 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.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons except to qualified institutional buyers (QIBs) as defined in and in reliance on Rule 144A under the
Securities Act (Rule 144A) and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S) unless the Notes are
registered under the Securities Act or another exemption from the registration requirements of the Securities Act is available. See "Form of the Notes" for a description
of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer (see "Subscription and Sale and Transfer and Selling
Restrictions").
At the date of this Base Prospectus, the insurer financial strength ratings of the Issuer's principal insurance subsidiaries assigned by S&P Global Ratings, acting
through S&P Global Ratings Europe Limited (S&P Global Ratings), Moody's France SAS (Moody's) and Fitch Ratings Ireland Limited (Fitch) are AA- with Stable
outlook, Aa3 with Stable outlook and AA- with Stable outlook, respectively. The long term debt ratings of the Issuer assigned by S&P Global Ratings, Moody's and
Fitch are A with Stable outlook, A2 with Stable outlook and A with Stable outlook, respectively. The short term debt ratings of the Issuer assigned by S&P Global
Ratings, Moody's and Fitch are A-1, P-1 and F-1, respectively. Each of S&P Global Ratings, Moody's and Fitch is established in the European Union and registered
under Regulation (EC) No. 1060/2009 on credit ratings agencies as amended (the CRA Regulation) and is included in the list of credit rating agencies registered in
accordance with the CRA Regulation published on the European Securities and Markets Authority's website as of the date of this Base Prospectus1.
The Programme is not rated, but certain tranches of Notes (each a Tranche and together the Tranches) to be issued under the Programme may be rated by one or
more credit rating agencies on a case by case basis as set out in the applicable Final Terms. Where a Tranche of Notes is to be rated, such rating will not necessarily
be the same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a
credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the applicable Final Terms.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning credit
rating agency.
Amounts payable under the floating rate notes issued under the Programme may be calculated by reference to one or more "benchmarks" for the purposes of
Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of June 8, 2016 (the Benchmarks Regulation), such as EURIBOR, SONIA, EONIA,
STR or SOFR or any other reference rate set out in the applicable Final Terms. As at the date of this Base Prospectus, the administrator of EURIBOR is included in
ESMA's register of administrators under Article 36 of the Benchmarks Regulation.
As far as the Issuer is aware, SONIA, EONIA, STR and SOFR do not fall within the scope of the Benchmarks Regulation by virtue of Article 2 thereof, such that the
administrators of these benchmarks are not currently required to obtain authorisation/registration. The applicable Final Terms in respect of an issue of floating rate
notes may specify the relevant benchmark, the relevant administrator and whether such administrator appears on the ESMA register referred to above.

Arranger
BNP PARIBAS
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
ING
J.P. Morgan
Morgan Stanley
NATIXIS
NatWest Markets
RBC Capital Markets
Société Générale Corporate & Investment Banking
UniCredit Bank
The date of this Base Prospectus is March 26, 2021.

1
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

Important considerations

IMPORTANT CONSIDERATIONS
This Base Prospectus (together with all documents which are incorporated herein by reference and
supplements to this Base Prospectus from time to time) constitutes a "base prospectus" for the purposes
of Article 8 of Regulation (EU) 2017/1129 (the Prospectus Regulation). Notes may also be issued under
the Programme pursuant to an offering document (other than this Base Prospectus) that constitutes a
"prospectus" for the purposes of Article 6.3 of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer the
information contained in this Base Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Copies of Final Terms, if appropriate, will be available from the registered office of the Issuer and the
specified office of the Principal Paying Agent (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and supplements to this Base Prospectus
from time to time. This Base Prospectus shal be read and construed on the basis that such documents
are incorporated by reference in and form part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Base Prospectus
refers does not form part of this Base Prospectus unless that information is incorporated by reference into
the Base Prospectus and has not been scrutinised or approved by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated
by reference in this Base Prospectus or any other information provided by the Issuer in connection with
the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuer in connection with the
Programme. No Dealer accepts any responsibility for any act or omission of the Issuer or any other person
in connection with the issue and offering of the Notes.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other information supplied in connection
with the Programme or any Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (i ) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this
Base Prospectus nor any other information supplied in connection with the Programme or any Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shal in any
circumstances imply that the information contained herein concerning the Issuer or the Group (as defined
below) is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of
the Issuer or the Group during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
2

Important considerations

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers 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 or the Dealers 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 advertisement or other
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,
the European Economic Area, the United Kingdom, Luxembourg, Belgium, Italy, Japan, Hong Kong,
Singapore and Switzerland, see "Subscription and Sale and Transfer and Selling Restrictions".
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to United States persons, except in certain transactions permitted by
U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986, as amended (the U.S. Internal Revenue Code) and the regulations promulgated
thereunder.
In making an investment decision, investors must rely on their own examination of the Issuer and the terms
of the Notes being offered, including the merits and risks involved.
Neither the Issuer, nor any of the Dealers makes any representation to any investor in the Notes regarding
the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear
the economic risk of an investment in the Notes for an indefinite period of time.
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:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial and other situation, an investment in the Notes and the impact the Notes wil
have on its overall investment portfolio;
(c)
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 (as defined
below);
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets and with the regulatory framework applicable to the Issuer; and
(e)
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.
The investment activities of certain investors are subject to legal 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 (i) Notes are legal investments for it, (i ) Notes can be
used as collateral for various types of borrowing and (i i) other restrictions apply to its purchase or pledge
3

Important considerations

of any Notes. Prospective investors should also consult their own financial and legal advisers about risks
associated with an investment in a particular Series of Notes and the suitability of investing in the Notes in
light of their particular circumstances. Financial institutions should consult their legal advisors or the
appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
Some Notes are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand alone investments.
They purchase complex financial instruments as a way to reduce risk or enhance yield with a measured
and appropriate addition of risk to their overall portfolios, and only after performing intensive analysis of all
involved risks. A potential investor should not invest in Notes - constituting complex financial instruments
- unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes wil perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment
wil have on the potential investor's overall investment portfolio.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA 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 European Economic Area. For these purposes, a retail investor
means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU, as amended (MiFID II); or (i ) a customer within the meaning of Directive
(EU) 2016/97 (the Insurance Distribution Directive) where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering
or selling the Notes or otherwise making them available to retail investors in the European Economic Area
has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM 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 the following: (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 (i ) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, as amended (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. 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 may
include a legend entitled "MiFID II Product Governance" which wil 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 wil be made in relation to each Tranche about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance
Rules), any Dealer in respect of the relevant Notes is a manufacturer in respect of such Notes, but
otherwise neither the Issuer, nor the Arranger nor the Dealers nor any of their respective affiliates wil 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 wil outline the target market
4

Important considerations

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) and determining appropriate distribution channels.
A determination wil be made in relation to each Tranche about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer in respect of the relevant Notes is a manufacturer in respect of
such Notes, but otherwise neither the Issuer, nor the Arranger nor the Dealers nor any of their respective
affiliates wil be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any
Stabilisation 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, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later
than the earlier of thirty (30) days after the issue date of the relevant Tranche of Notes and sixty
(60) days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting
on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
SINGAPORE SFA PRODUCT CLASSIFICATION Solely for the purposes of its obligations pursuant to
sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the SFA) unless otherwise specified in the Final Terms, the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
Notes issued under the Programme are "prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded Investment
Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
5

U.S. Information and others

U.S. INFORMATION
This Base Prospectus is being submitted in the United States to a limited number of QIBs for informational
use solely in connection with the consideration of the purchase of certain Notes issued under the
Programme. Its use for any other purpose in the United States is not authorised. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other
than the prospective investors to whom it is originally submitted.
The Securities and Exchange Commission has not approved or disapproved these securities or
determined if this Base Prospectus is truthful or complete. Any representation to the contrary is a criminal
offence.
Registered Notes issued by the Issuer may be offered or sold within the United States or to U.S. persons
only to QIBs in transactions exempt from registration under the Securities Act in reliance on Rule 144A or
any other applicable exemption. Each U.S. purchaser of Registered Notes is hereby notified that the offer
and sale of any Registered Notes to it may be being made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in
registered form in exchange or substitution therefor (together Legended Notes) wil be deemed, by its
acceptance or purchase of any such Legended Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription and
Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph have
the meanings given to them in "Form of the Notes".
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor have
the foregoing authorities approved this Base Prospectus or confirmed the accuracy or determined the
adequacy of the information contained in this Base Prospectus. Any representation to the contrary is
unlawful.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed pol
dated March 26, 2021 (the Deed Poll) to furnish, upon the request of a holder of such Notes or any
beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information
required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the
Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of
1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of France. The majority of the officers and directors
named herein reside outside the United States and all or a substantial portion of the assets of the Issuer
and of such officers and directors are located outside the United States. As a result, it may not be possible
for investors to effect service of process outside France upon the Issuer or such persons, or to enforce
judgments against them obtained in courts outside France predicated upon civil liabilities of the Issuer or
such directors and officers under laws other than French law, including any judgment predicated upon
United States federal securities laws. The Issuer has been advised that if an original action is brought in
France based solely upon U.S. Federal Securities laws, French courts may not have the requisite
jurisdiction to grant the remedies sought and that actions for enforcement of judgments of United States
courts rendered against the French persons referred to above would require such French persons to waive
their rights under Article 15 of the French Code civil to be sued only in France. The Issuer believes that no
such French persons have waived this right with respect to actions predicated solely on U.S. Federal
securities laws.
6

U.S. Information and others

CERTAIN INFORMATION ABOUT THIS BASE PROSPECTUS
In this Base Prospectus unless provided otherwise, (i) the Company, the Issuer, AXA and AXA SA refer
to AXA, a société anonyme (a public limited company) organised under the laws of France which is the
publicly traded parent company of the AXA Group, and (i ) AXA Group and the Group and we refer to
AXA SA together with its direct and indirect consolidated subsidiaries.
The Group's audited consolidated financial statements for the years ended December 31, 2020 and 2019
(the Consolidated Financial Statements) are prepared in accordance with International Financial
Reporting Standards (IFRS) as endorsed by the European Union and published in Euro. Unless otherwise
stated, all amounts in this Base Prospectus are (i) expressed in Euro, with applicable foreign exchange
rates presented on page 40 of the 2020 Universal Registration Document (as defined under "Documents
Incorporated by Reference"), and (i ) presented in mil ions for convenience. Such amounts may have been
rounded. Rounding differences may exist, including for percentages.
This Base Prospectus incorporates by reference the Consolidated Financial Statements which are
included in Part 6 of the 2020 Universal Registration Document (as defined under "Documents
Incorporated by Reference") and have been prepared in compliance with IFRS and interpretations of the
IFRS Interpretations Committee that are endorsed by the European Union before the balance sheet date
with a compulsory date of January 1, 2020. The Group does not use the "carve out" option allowing it not
to apply all hedge accounting principles required by IAS 39.
Al references in this document to U.S. Dollars, USD, U.S.$ and $ refer to the currency of the United
States of America, to Sterling, GBP and £ refer to the currency of the United Kingdom, to Swiss Francs
and CHF refers to the currency of Switzerland, to Japanese Yen and JPY refers to the currency of Japan
and to Euro, euro, EUR and refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty establishing the European Community, as amended.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a law
is a reference to that law or provision as extended, amended or re-enacted.

7

Forward-Looking Statements

FORWARD-LOOKING STATEMENTS
This Base Prospectus (and the information incorporated by reference therein) may include statements with
respect to future events, trends, plans, expectations or objectives and other forward-looking statements
relating to the Group's future business, financial condition, results of operations, performance, and
strategy. Forward-looking statements are not statements of historical fact and may contain the terms
"may", "will", "should", "continue", "aims", "estimates", "projects", "believes", "intends", "expects", "plans",
"seeks" or "anticipates", or words of similar meaning. Such statements are based on Management's current
views and assumptions and, by nature, involve known and unknown risks and uncertainties; therefore,
undue reliance should not be placed on them. Actual financial condition, results of operations, performance
or events may differ material y from those expressed or implied in such forward-looking statements, due
to a number of factors including, without limitation, general economic and political conditions and
competitive situation; future financial market performance and conditions, including fluctuations in
exchange and interest rates; frequency and severity of insured loss events, and increases in loss
expenses; mortality and morbidity levels and trends; persistency levels; changes in laws, regulations and
standards; the impact of acquisitions and disposal, including related integration issues, and reorganization
measures; and general competitive factors, in each case on a local, regional, national and/or global basis.
Many of these factors may be more likely to occur, or more pronounced, as a result of catastrophic events,
including weather-related catastrophic events, pandemics events or terrorist-related incidents. Please refer
to Part 5 "Risk factors and risk management" of the 2020 Universal Registration Document for a
description of certain important factors, risks and uncertainties that may affect AXA's business and/or
results of operations, particularly in respect of the COVID-19 crisis. AXA undertakes no obligation to
publicly update or revise any of these forward-looking statements, whether to reflect new information,
future events or circumstances or otherwise, except as required by applicable laws and regulations.
The Base Prospectus refers to certain non-GAAP financial measures, or alternative performance
measures (APMs), used by Management in analyzing the Group's operating trends, financial performance
and financial position and providing investors with additional information that Management believes to be
useful and relevant regarding the Group's results. These non-GAAP financial measures generally have no
standardized meaning and therefore may not be comparable to similarly labelled measures used by other
companies. As a result, none of these non-GAAP financial measures should be considered in isolation
from, or as a substitute for, the Group's Consolidated Financial Statements prepared in accordance with
IFRS incorporated by reference herein. The non-GAAP financial measures used by the Group are defined
in the Glossary set forth on pages 479 to 483 of the 2020 Universal Registration Document.

8

Table of Contents

TABLE OF CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................................... 10
RISK FACTORS ................................................................................................................................................. 18
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 33
FORM OF THE NOTES ..................................................................................................................................... 40
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 44
USE OF PROCEEDS ....................................................................................................................................... 108
FORM OF FINAL TERMS ................................................................................................................................ 109
DESCRIPTION OF THE ISSUER .................................................................................................................... 124
KEY FIGURES ................................................................................................................................................. 132
RECENT DEVELOPMENTS ............................................................................................................................ 134
TAXATION........................................................................................................................................................ 140
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS ......................................... 144
GENERAL INFORMATION .............................................................................................................................. 151

9

General Description of the Programme

GENERAL DESCRIPTION OF THE PROGRAMME
The following General Description does not purport to be complete and is taken from, 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 applicable Final Terms.
This General Description constitutes a general description of the Programme for the purposes of Article
25.1(b) of Commission Delegated Regulation (EU) 2019/980 of March 14, 2019.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below
and in the applicable Final Terms shal have the same meanings in this General Description.

Issuer:
AXA
Legal Entity Identifier
F5WCUMTUM4RKZ1MAIE39
(LEI):
Description:
Euro Medium Term Note Programme
Programme Size:
Up to 18,000,000,000 (or its equivalent in other currencies) outstanding
at any time. The Issuer may increase the amount of the Programme.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. In addition, there

are certain factors which are material for the purpose of assessing the
risks associated with Notes issued under the Programme.
Risk factors relating to the Issuer
The Issuer believes that the following risks represent the principal risks
inherent to it:
(i) market-related risks:
negative developments in economic and financial market
conditions, whether on a national, continental or global basis,
changes in interest rates and credit spreads,
fluctuations in currency exchange rates,
inflation or deflation in the Issuer's principal markets,
adverse business and market conditions as well as accounting
rules may impact the recovery of goodwill, amortization of
intangible assets and/or reduce deferred tax assets and deferred
policyholders participation assets,
adverse experience relative to the methodologies, estimations
and assumptions used by Management in valuing investments
and determining allowances and impairments,
(ii) credit and liquidity-related risks:
adverse capital and credit market conditions,
downgrades in the Issuer's insurer and reinsurer financial
strength and credit ratings,
the financial condition and conduct of the Issuer's counterparties,
10