Bond AXIA 1.375% ( XS2314312179 ) in EUR

AXIA

87.34 % ▼

France

XS2314312179 ( in EUR )

1.375% per year ( payment 1 time a year)

06/10/2041

Prospectus brochure of the bond AXA XS2314312179 en EUR 1.375%, maturity 06/10/2041

07/10/2025 ( In 113 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 EUR, with the ISIN code XS2314312179, pays a coupon of 1.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/10/2041

Prospectus dated April 1, 2021

AXA
Issue of EUR 1,000,000,000 Fixed to Floating Rate Ordinary Subordinated Green Notes due 2041
under the EUR 18,000,000,000
Euro Medium Term Note Programme
Series No.: 43
Tranche No.: 1
Issue Price: 98.844 per cent.
The EUR 1,000,000,000 Fixed to Floating Rate Ordinary Subordinated Green Notes due 2041 (the Notes and each a Note) will be issued by AXA (AXA or the Issuer)
under its EUR 18,000,000,000 Euro Medium Term Note Programme (the Programme) pursuant to a base prospectus dated March 26, 2021. The Notes will constitute
direct, unconditional, unsecured and subordinated obligations of the Issuer, as described under "Terms and Conditions of the Notes Status of the Notes and Subordination".
This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 6.3 of Regulation (EU) 2017/1129 (the Prospectus Regulation). This Prospectus
contains information relating to the issue by AXA of the Notes.
The Notes will bear interest at the rate of 1.375 per cent. per annum f rom, and including, April 7, 2021 (the Issue Date) to, but excluding, October 7, 2031 (the First Reset
Date). Thereaf ter, the Notes will bear interest at a rate of 2.40 per cent. per annum abov e 3-month EURIBOR being the Euro-zone inter-bank offered rate for three-month
Euro deposits from, and including, the First Reset Date to, but excluding, the Final Maturity Date (as defined in "Terms and Conditions of the Notes Interpretation 
Definitions").
There will be a short f irst Fixed Interest Period (as defined in "Terms and Conditions of the Notes Interpretation Definitions") from, and including, the Issue Date to, but
excluding, October 7, 2021. Thereafter, fixed rate interest will be pay able annually in arrear on October 7 in each y ear, commencing on October 7, 2022 and f loating rate
interest will be pay able quarterly in arrear on or about January 7, April 7, July 7 and October 7 in each year commencing on or about January 7, 2032.
Under certain circumstances as set out in "Terms and Conditions of the Notes Interest Interest Deferral", interest payments on the Notes may be deferred at the option
of the Issuer or will be required to be deferred.
The Issuer may, at its option, redeem all or some only, of the Notes on (i) any day falling in the period from (and including) April 7, 2031 (the First Call Date) to (and
including) the First Reset Date or (ii) on any Interest Payment Date thereafter, at their Redemption Amount, provided that on such date the Conditions to Redemption and
Purchase (as defined in "Terms and Conditions of the Notes Redemption and Purchase Conditions to Redemption and Purchase") are fulfilled.
Under certain circumstances set out in "Terms and Conditions of the Notes Redemption and Purchase", the Notes may be subject to early redemption or exchange or
v ariation.
The Notes are scheduled to be redeemed at the Redemption Amount on the Scheduled Maturity Date (as defined in "Terms and Conditions of the Notes Interpretation 
Definitions"), provided that on such date the Conditions to Redemption and Purchase are fulfilled, failing which the Notes will only be redeemed on the Final Maturity Date.
The Notes are expected to be rated BBB+ by S&P Global Ratings, acting through S&P Global Ratings Europe Limited (S&P Global Ratings) A3(hyb) by Moody's France
SAS (Moody's) and BBB by Fitch Ratings Ireland Limited (Fitch). Each of S&P Global Ratings, Moody's and Fitch is established in the European Union and is registered
under Regulation (EC) No. 1060/2009 on credit agencies as amended by Regulation (EU) No. 513/2011 (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 Prospectus1. S&P
Global Ratings, Moody's and Fitch are not established in the United Kingdom and are not registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of
domestic law by virtue of the EUWA (the UK CRA Regulation). The ratings of the Notes have been endorsed by S&P Global Ratings UK Limited, Moody's Investors Service
Ltd. and Fitch Ratings Ltd, respectively, in accordance with UK CRA Regulation and have not been withdrawn. As such, the ratings issued by each of S&P Global Ratings,
Moody 's and Fitch may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation. A rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
This Prospectus has been approved as a 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 the Prospectus Regulation. The CSSF only approves this 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 Prospectus, in accordance with Article 20 of the Prospec tus Regulation, the CSSF does not engage in the economic or
f inancial opportunity of the operations contemplated by this 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 has also been made to the Luxembourg Stock Exchange for the Notes 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. The Luxembourg St ock Exchange's regulated market is a regulated
market f or the purposes of the Markets in Financial Instrument Directive 2014/65/EU.
This Prospectus is valid until April 1, 2022; in the event of significant new factors, material mistakes or material inaccuracies, the obligation of the Issuer to
supplement the Prospectus wil apply only until the Notes are admitted to trading on the Luxembourg Stock Exchange's regulated market, pursuant to Article
12(1) of the Prospectus Regulation.
The Notes will be in bearer f orm and in the denominations of EUR 100,000 each and integral multiples of EUR 1,000 in excess thereof up to (and including) EUR 199,000.
The Notes will initially be represented on issue by a temporary bearer global note (the Temporary Bearer Global Note), without interest coupons, which will be deposited
on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream). Interests in the Temporary
Bearer Global Note will be exchangeable for interests in a permanent bearer global Note (the Permanent Bearer Global Note and, together with the Temporary Bearer
Global Note, the Global Notes), without interest coupons, on or after May 17, 2021, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent
Bearer Global Note will be exchangeable for Notes in definitive form with interest coupons attached only in certain limited circumstances.
Amounts payable under the Notes are calculated by reference to EURIBOR which is provided by the European Money Markets Institute (EMMI). As at the date of this
Prospectus, the EMMI appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant
to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the Benchmarks Regulation).
This Prospectus is to be read and construed in conjunction with all documents which are incorporated herein by reference. See "Documents Incorporated by Reference" of
this Prospectus.
An investment in the Notes involves certain risks. For a description of these risks, see "Risk Factors".
Global Coordinators, Green Structuring Advisors and Joint Lead Managers
BNP Paribas
Crédit Agricole Corporate and Investment Bank
Joint Lead Managers
Citigroup
HSBC
NATIXIS
Société Générale Corporate & Investment Banking

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

IMPORTANT CONSIDERATIONS
This Prospectus is to be read and construed in conjunction with the documents incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference" below) which have
previously been published on the website of the Luxembourg Stock Exchange ( www.bourse.lu)
and which shal be deemed to be incorporated by reference in, and form part of, this Prospectus
(except to the extent so specified in, or to the extent inconsistent with, this Prospectus).
In this Prospectus unless otherwise provided, (i) the Company, the Issuer, AXA and/or AXA SA
refer to AXA, a société anonyme organised under the laws of France which is the publicly traded
parent company of the AXA Group, and (i ) AXA Group and/or the Group and/or we refer to AXA
SA together with its direct and indirect consolidated subsidiaries.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge of the Issuer, the information contained in this Prospectus is in accordance with
the facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than
those contained in this 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 or any of the Joint Lead Managers (as defined in "Sel ing Restrictions"). Neither the
delivery of this Prospectus nor the offering, sale or delivery of the Notes shal , under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or
the Group since the date hereof or that there has been no adverse change in the financial position
of the Issuer or the Group since the date hereof or that any other information supplied in
connection with this Prospectus 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. For the avoidance
of doubt, the content of the websites mentioned in this Prospectus does not form part of this
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
Prospectus refers does not form part of this Prospectus unless that information is in corporated by
reference into the Prospectus and has not been scrutinised or approved by the CSSF.
The Joint Lead Managers have not separately verified the information relating to the Issuer or the
Group contained in this Prospectus. None of the Joint Lead Managers makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of
any of the information relating to the Issuer or the Group in this Prospectus or any responsibility
for any acts or omissions of the Issuer or any other person in connection with the Prospectus or
the issue and offering of Notes. This Prospectus is not intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of th e Issuer and
the Joint Lead Managers that any recipient of this Prospectus should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained
in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Joint Lead Managers undertakes to review the financial condition or affairs
of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of
the Joint Lead Managers.
None of the Joint Lead Managers makes any representation as to the suitability of the Notes to
fulfil environmental or sustainability criteria required by any prospective investors. The Joint Lead
Managers have not undertaken, nor are they responsible for, any assessment of the eligibility
criteria for Green Projects (as defined in "Use of Proceeds" below), any verification of whether the
Green Projects meet such criteria or the monitoring of the use of an amount equivalent to the
proceeds of the Notes. Investors should refer to AXA's Framework and the SPO (both as defined
2

in "Use of Proceeds" below). In addition, no assurance is given by the Issuer or the Joint Lead
Managers that the use of an amount equivalent to the proceeds of the Notes or the eligible Green
Projects wil satisfy, whether in whole or in part, any present and/or future investor expectations
or requirements.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the
Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restriction. The Notes have not been and wil not be registered under the 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. Notes may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Sel ing
Restrictions".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Joint Lead Managers to subscribe for, or purchase, any Notes.
This Prospectus may only be used for the purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" or incorporated by reference in this Prospectus. This Prospectus identifies in general
terms certain information that a prospective investor should consider prior to making an investment
in the Notes. However, a prospective investor should conduct its own thorough analysis (including
its own accounting, legal and tax analysis) prior to deciding whether to invest in any Notes as any
evaluation of the suitability for an investor of an investment in the Notes depends upon a
prospective investor's particular financial and other circumstances, as wel as on the specific terms
of the Notes and, if it does not have experience in financial, business and investment matters
sufficient to permit it to make such a determination, it should consult its financial adviser on the
suitability of the Notes prior to deciding to make an investment.
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 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 overal investment portfolio;
(c) have sufficient financial resources and liquidity to bear al 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 herein);
(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 legal
advisers to determine whether and to what extent (i) the Notes are legal investments for it, (i ) the
Notes can be used as col ateral for various types of borrowing and (i i) other restrictions apply to
3

its purchase or pledge of any of the Notes. Financial institutions should consult their legal advisors
or the appropriate regulators to determine the appropriate treatment of the Notes under any
applicable risk-based capital or similar rules.
The Notes are complex financial instruments. Sophisticated institutional investors generaly
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 overal portfolios, and only
after performing intensive analysis of al involved risks. 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 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
overal 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 fol owing: (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 PRI Ps Regulation) for offering or sel ing the Notes or otherwise
making them available to retail investors in the European Economic Area has been prepared and
therefore offering or sel ing 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 fol owing: (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 PRI Ps Regulation) for offering or sel ing
the Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or sel ing the Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
MIFID I PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (i ) al channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, sel ing
or recommending the Notes (a distributor) should take into consideration the manufacturers'
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
manufacturers' target market assessment) and determining appropriate distribution channels.
4

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), the Issuer has determined, and
hereby notifies al relevant persons (as defined in Section 309A(1) of the SFA), that the Notes 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).
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE STABILISING
MANAGER) (OR A PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) 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 (OR A PERSON ACTING ON BEHALF OF A STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE
DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED
BY THE STABILISING MANAGER (OR A PERSON ACTING ON BEHALF OF ANY STABILISING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

5

CERTAIN INFORMATION ABOUT THIS PROSPECTUS
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, al amounts in this 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 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 Eu ropean Union before the
balance sheet date with a compulsory date of January 1, 2020. The Group does not use the "carve
out" option al owing it not to apply al 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 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 Prospectus, unless the contrary intention appears, a reference to a la w or a provision of a
law is a reference to that law or provision as extended, amended or re -enacted.

6

FORWARD-LOOKING STATEMENTS
This 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", "wil ", "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 materialy
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 a nd 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.
This 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 general y have no standardized meaning and therefore may not be comparable
to similarly label ed 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 and 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.

7

TABLE OF CONTENTS
Contents
Page
IMPORTANT CONSIDERATIONS ................................................................................................ 2
GENERAL DESCRIPTION OF THE NOTES .................................................................................. 9
RISK FACTORS ...................................................................................................................... 23
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 37
OVERVIEW OF THE FORM OF THE NOTES .............................................................................. 45
TERMS AND CONDITIONS OF THE NOTES............................................................................... 47
USE OF PROCEEDS ............................................................................................................... 83
TAXATION.............................................................................................................................. 84
SELLING RESTRICTIONS ........................................................................................................ 85
GENERAL INFORMATION........................................................................................................ 89

8

GENERAL DESCRIPTION OF THE NOTES
The fol owing General Description of the Notes does not purport to be complete and is qualified in
its entirety by the remainder of this Prospectus. Any decision to invest in the Notes should be
based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference. Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere
in this Prospectus shal have the same meanings in this General Description of the Notes.
References to a numbered "Condition" shal be to the relevant Condition in the Terms and
Conditions of the Notes.

Issuer:
AXA.
Legal Entity Identifier (LEI): F5WCUMTUM4RKZ1MAIE39
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under the Notes. In addition, there are certain
factors which are material for the purpose of assessing the
market risks associated with the Notes. These are set out under
"Risk Factors" above.
Notes:
EUR 1,000,000,000 Fixed to Floating Rate Ordinary
Subordinated Green Notes due 2041.
Global coordinators, Green BNP Paribas and Crédit Agricole Corporate and Investment
Structuring Advisors and
Bank
Joint Lead Managers:

Joint Lead Managers:
Citigroup Global Markets Europe AG
HSBC Continental Europe
Natixis
Société Générale
Principal Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch.
Paying Agents:
BNP Paribas Securities Services and
BNP Paribas Securities Services, Luxembourg Branch.
Luxembourg Listing Agent: BNP Paribas Securities Services, Luxembourg Branch.
Issue Date:
April 7, 2021.
First Cal Date:
April 7, 2031.
First Reset Date:
October 7, 2031.
Scheduled Maturity Date:
The Interest Payment Date fal ing on or nearest to October 7,
2041.
Final Maturity Date:
The Final Maturity Date means:
9

(i)
if on the Scheduled Maturity Date the Conditions
to Redemption and Purchase are fulfil ed, the
Scheduled Maturity Date;
(i )
otherwise, the first Interest Payment Date
fol owing the Scheduled Maturity Date on which
the Conditions to Redemption and Purchase are
fulfil ed.
Issue Price:
98.844 per cent.
Status of the Notes:
The Notes and any relative Coupons are direct, unconditional,
unsecured and ordinary subordinated obligations of the Issuer,
as provided in "Terms and Conditions of the Notes - Status of
the Notes and Subordination". The status of the Notes may
change during the life of such Notes as described in "Terms and
Conditions of the Notes - Status of the Notes and
Subordination".
Fixed Rate of Interest and The Notes wil bear interest from and including the Issue Date
Fixed Interest Payment to but excluding the First Reset Date, at the rate of 1.375 per
Dates:
cent. per annum, payable annual y in arrear on October 7, in
each year, commencing on October 7, 2021 (each, a Fixed
Interest Payment Date). There wil be a short first Fixed Interest
Period, from, and including, the Issue Date to, but excluding,
October 7, 2021.
Floating Rate of Interest Unless previously redeemed, the Notes wil bear interest at a
and
Floating
Interest rate of 2.40 per cent. per annum above 3-month EURIBOR
Payment Dates:
being the Euro-zone inter-bank offered rate for three-month
Euro deposits, from and including, the First Reset Date to but
excluding the Final Maturity Date, payable quarterly in arrear on
or about January 7, April 7, July 7 and October 7 in each year,
commencing on January 7, 2032 (each, a Floating Interest
Payment Date and, together with the Fixed Interest Payment
Dates, the Interest Payment Dates).
Interest Deferral:
On any Optional Interest Payment Date the Issuer may elect,
and on any Mandatory Interest Deferral Date the Issuer wil be
obliged, to defer the payment of al (but not some only) of the
interest on the Notes. Notwithstanding that an Interest Payment
Date may be a Mandatory Interest Deferral Date, interest may
stil be paid on such Interest Payment Date to the extent
permitted under, and in accordance with, the Solvency I
Directive and the Applicable Supervisory Regulations and
subject to satisfaction of certain conditions.
For the purpose hereof:
Applicable Supervisory Regulations means the capital
requirements or any other regulatory capital rules (including the
10