Obligation AXA 2.875% ( FR0011380450 ) en EUR

AXA

100 % ▲

France

FR0011380450 ( en EUR )

2.875% par an ( paiement annuel )

15/03/2021 - Obligation échue

Prospectus brochure de l'obligation AXA FR0011380450 en EUR 2.875%, échue

100 000 EUR

1 150 000 000 EUR

L'Obligation émise par AXA ( France ) , en EUR, avec le code ISIN FR0011380450, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/03/2021

AXA
1,150,000,000 Floating Rate Notes due 2021
Issue Price: 100 per cent.
and
722,000,000 2.375 per cent. Notes due 2021
Issue Price: 99.159 per cent.
and
920,000,000 2.875 per cent. Notes due 2023
Issue Price: 99.841 per cent.
This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of the Directive 2003/71/EC as
amended by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State of the
European Economic Area (the "Prospectus Directive") and the relevant implementing measures in the Grand-Duchy of
Luxembourg. This Prospectus contains information relating to the issue by AXA ("AXA" or the "Issuer") of 1,150,000,000
aggregate principal amount of Floating Rate Notes due 2021 (the "Floating Rate Notes"), 722,000,000 aggregate principal
amount of 2.375 per cent. Notes due 2021 (the "2021 Fixed Rate Notes") and 920,000,000 aggregate principal amount of
2.875 per cent. Notes due 2023 (the "2023 Fixed Rate Notes" and, together with the Floating Rate Notes and the 2021 Fixed
Rate Notes, the "Notes" and each a "Note").
The Floating Rate Notes will mature, unless previously redeemed or purchased and cancelled, on the Interest Payment Date (as
defined in "Terms and Conditions of the Floating Rate Notes Interest") falling on or about 15 March 2021 subject as provided
below, at their principal amount, as set out in "Terms and Conditions of the Floating Rate Notes - Redemption and Purchase -
Redemption at Maturity".
Interest on the Floating Rate Notes is payable semi-annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the Floating Rate Notes Interest"), commencing on or about 15 March 2013, at a rate equal to the Rate of Interest
(as defined and more fully described in "Terms and Conditions of the Floating Rate Notes Interest"). There will be a first short
coupon in respect of the first Interest Period, from and including, 21 December 2012 to, but excluding, the Interest Payment Date
falling on or about 15 March 2013.
The 2021 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on 15 March 2021, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2021 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2021 Fixed Rate Notes will bear interest at the rate of 2.375 per cent. per annum from, and including, 21 December 2012 to,
but excluding, 15 March 2021. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2021 Fixed Rate Notes Interest"), commencing on 15 March 2013 (see "Terms and Conditions of the 2021
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first interest period, from and including,
21 December 2012 to, but excluding, 15 March 2013.
The 2023 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on 15 March 2023, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2023 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2023 Fixed Rate Notes will bear interest at the rate of 2.875 per cent. per annum from, and including, 21 December 2012 to,
but excluding, 15 March 2023. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2023 Fixed Rate Notes Interest"), commencing on 15 March 2013 (see "Terms and Conditions of the 2023
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first Interest Period, from and including,
21 December 2012 to, but excluding, 15 March 2013.
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a prospectus,
as amended by the law dated 3 July 2012 implementing the Prospectus Directive in Luxembourg. The CSSF assumes no
responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or
solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005, as amended. 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 Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instrument Directive 2004/39/EC.

The Notes will be issued on 21 December 2012 in the denomination of 100,000 each and will at all times be represented in book-
entry form (dématerialisés), in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier, in the
books of the Account Holders (as defined in "Terms and Conditions of the Floating Rate Notes - Form, Denomination and Title",
"Terms and Conditions of the 2021 Fixed Rate Notes - Form, Denomination and Title" and "Terms and Conditions of the 2023
Fixed Rate Notes - Form, Denomination and Title"). No physical documents of title will be issued in respect of the Notes. The
Notes will, upon issue, be inscribed in the books of Euroclear France S.A. ("Euroclear France") which shall credit the accounts of
the Account Holders including the depositary bank for Clearstream Banking, société anonyme ("Clearstream") and Euroclear
Bank S.A./N.V. ("Euroclear"). The Notes have been accepted for clearance through Euroclear France, Euroclear and
Clearstream.
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.
See "Risk Factors" of this Prospectus for certain information relevant to an investment in the Notes.
Subscribers
Matignon Taux Epargne 1 Matignon Taux Epargne 2
Matignon Spread Crédit
Matignon Spread Variable
Matignon Protection
Matignon Protection Vie
Collectives
AXA Global P&C
AXA France IARD
AXA France Vie
AGIPI CLER
This Prospectus is dated 20 December 2012
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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 been previously published and filed with the Commission
de surveillance du secteur financier in Luxembourg and which shall 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).
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 Subscribers (as defined in
"Subscription and Sale"). Neither the delivery of this Prospectus nor the offering, sale or
delivery of the Notes shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer or its direct and indirect consolidated
subsidiaries (together with the Issuer, the "Group" or the "AXA 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.
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 Subscribers to inform themselves about and to
observe any such restriction. The Notes have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United States.
Subject to certain exceptions, Notes may not be offered or sold within the United States
or to a U.S. person. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Subscribers to subscribe for, or purchase, any Notes.
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2

TABLE OF CONTENTS
Contents
Page
RISK FACTORS ............................................................................................................... 4
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE
PROSPECTUS................................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE ....................................................... 9
TERMS AND CONDITIONS OF THE FLOATING RATE NOTES.................................. 15
TERMS AND CONDITIONS OF THE 2021 FIXED RATE NOTES ................................ 25
TERMS AND CONDITIONS OF THE 2023 FIXED RATE NOTES ................................ 32
USE OF PROCEEDS ..................................................................................................... 39
RECENT DEVELOPMENTS .......................................................................................... 40
TAXATION...................................................................................................................... 76
SUBSCRIPTION AND SALE.......................................................................................... 80
GENERAL INFORMATION ............................................................................................ 83
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3

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations
under the Notes. Many of these factors are contingencies which may or may not occur
and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks
associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent
in investing in the Notes, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Notes may be caused by events the occurrence of
which, in the view of the Issuer, is so unlikely that they should not be considered
significant risks based on information currently available to the Issuer or which it may not
currently be able to anticipate. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus and reach their own views prior to
making any investment decision.
RISK FACTORS RELATING TO THE ISSUER
See "Regulation, Risk Factors, Certain disclosures about market risks and related
matters" in the 2011 Annual Report (as defined below) and "Risk Factors" in the 2012
Half Year Report (as defined below) which are incorporated by reference in this
Prospectus (see "Documents incorporated by reference" below).
RISK FACTORS RELATING TO THE NOTES
Each potential investor in the Notes must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Notes and the impact
the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an
investment in the Notes, including Notes with principal or interest payable in one or
more currencies, or where the currency for principal or interest payments is different
from the potential investor's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of
any relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
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4

Risks related to the market generally
Market value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer
and/or that of the AXA Group and a number of additional factors.
The value of the Notes depends on a number of interrelated factors, including economic,
financial and political events in France or elsewhere, including factors affecting capital
markets generally and the stock exchanges on which the Notes are traded. The price at
which a Noteholder will be able to sell the Notes prior to maturity may be at a discount,
which could be substantial, from the issue price or the purchase price paid by such
purchaser.
Liquidity risks/Trading market for the Notes
Notes may have no established trading market when issued, and one may never develop.
If a market does develop, it may not be very liquid. Therefore, investors may not be able
to sell their Notes easily or at prices that will provide them with a yield comparable to
similar investments that have a developed secondary market. This is particularly the case
for Notes that are especially sensitive to interest rate, currency or market risks, are
designed for specific investment objectives or strategies or have been structured to meet
the investment requirements of limited categories of investors. These types of Notes
generally would have a more limited secondary market and more price volatility than
conventional debt securities. Illiquidity may have a severely adverse effect on the market
value of Notes.
Investors may not be able to sell Notes readily or at prices that will enable investors to
realise their anticipated yield. No investor should purchase Notes unless the investor
understands and is able to bear the risk that certain Notes will not be readily sellable, that
the value of Notes will fluctuate over time and that such fluctuations will be significant.
Interest rate risks
Investment in 2021 Fixed Rate Notes and 2023 Fixed Rate Notes involves the risk that
subsequent changes in market interest rates may adversely affect the value of the Fixed
Rate Notes.
Investors will not be able to calculate in advance their rate of return on the Floating Rate
Notes
Interest income on the Floating Rate Notes cannot be anticipated. Due to varying interest
income, investors are not able to determine a definite yield of Floating Rate Notes at the
time they purchase them, so that their return on investment cannot be compared with that
of investments having longer fixed interest periods. Investors are exposed to
reinvestment risk if market interest rates decline. That is, investors may reinvest the
interest income paid to them only at the relevant lower interest rates then prevailing. In
addition, the Issuer's ability to also issue fixed rate notes may affect the market value and
the secondary market (if any) of the Floating Rate Notes (and vice versa).
The margin on the Floating Rate Note will not change throughout the life of the Notes but
there will be a bi-annual adjustment of the reference rate (EURIBOR) which itself will
change in accordance with general market conditions. Accordingly, the market value of
the Floating Rate Notes may be volatile if changes, particularly short term changes, to
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5

market interest rates can only be reflected in the interest rate of the Floating Rate Notes
upon the next periodic adjustment of the reference rate.
Risks related to Notes generally
Modification
The conditions of the Notes contain provisions for calling meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined
majorities to bind all Noteholders including Noteholders who did not attend and vote at
the relevant meeting and Noteholders who voted in a manner contrary to the majority.
French Insolvency Law
Under French insolvency law, holders of debt securities are automatically grouped into a
single assembly of holders (the "Assembly") in order to defend their common interests if
an accelerated financial preservation procedure (procédure de sauvegarde financière
accélérée), a preservation (procédure de sauvegarde) or a judicial reorganisation
procedure (procédure de redressement judiciaire) is opened in France with respect to the
Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the
Notes) regardless of their governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de
sauvegarde), proposed accelerated financial safeguard plan (projet de plan de
sauvegarde financère accélérée) or judicial reorganisation plan (projet de plan de
redressement) applicable to the Issuer and may further agree to:
-
increase the liabilities (charges) of holders of debt securities (including the
Noteholders) by rescheduling due payments and/or partially or totally writing off
receivables in the form of debt securities;
-
establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or
-
decide to convert debt securities (including the Notes) into securities that give or
may give right to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion
of the debt securities held by the holders attending such Assembly or represented
thereat). No quorum is required to convoke the Assembly.
Legality of purchase
Neither the Issuer, the Subscribers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Notes by a prospective investor
of the Notes, whether under the laws of the jurisdiction of its incorporation or the
jurisdiction in which it operates (if different), or for compliance by that prospective investor
with any law, regulation or regulatory policy applicable to it.
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6

Change of law
The conditions of the Notes are based on the laws of France in effect as at the date of
this Prospectus. No assurance can be given as to the impact of any possible judicial
decision or change to the laws of France or administrative practice after the date of this
Prospectus.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required
to pay taxes or other documentary charges or duties in accordance with the laws and
practices of the country where the Notes are transferred or other jurisdictions. In some
jurisdictions, no official statements of the tax authorities or court decisions may be
available for financial instruments such as the Notes. Potential investors cannot rely upon
the tax overview contained in this Prospectus and should ask for their own tax adviser's
advice on their individual taxation with respect to the acquisition, sale and redemption of
the Notes. Only these advisors are in a position to duly consider the specific situation of
the potential investor. This investment consideration has to be read in connection with the
taxation sections of this Prospectus.
EU Savings Directive
Under Directive 2003/48/EC on the taxation of savings income (the "EU Savings
Directive"), Member States of the European Union are required to provide to the tax
authorities of another Member State details of payments of interest (or similar income)
paid by a person within their jurisdiction to an individual resident in that other Member
State or to certain limited types of entities established in that other Member State.
However, for a transitional period, Luxembourg and Austria are instead required (unless
during that period they elect otherwise) to operate a withholding system in relation to
such payments (the ending of such transitional period being dependent upon the
conclusion of certain other agreements relating to information exchange with certain other
countries). A number of non-EU countries and territories, including Switzerland, have
adopted similar measures (a withholding system in the case of Switzerland) (see "EU
Savings Directive" in Section "Taxation").
The European Commission has proposed certain amendments to the EU Savings
Directive, which may, if implemented, amend or broaden the scope of the requirements
described above.
If a payment were to be made or collected through a Member State which has opted for a
withholding system and an amount of, or in respect of, tax were to be withheld from that
payment, neither the Issuer nor any Paying Agent nor any other person would be obliged
to pay additional amounts with respect to any Note as a result of the imposition of such
withholding tax. If a withholding tax is imposed on a payment made by a Paying Agent,
the Issuer will be required to maintain a Paying Agent in a Member State that will not be
obliged to withhold or deduct tax pursuant to the Directive.
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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
The Issuer (the "Responsible Person") accepts responsibility of the information
contained in this Prospectus. To the best knowledge of the Issuer (having taken all
reasonable care to ensure that such is the case), 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.
AXA
25, avenue Matignon
75008 Paris
France
Duly represented by:
Denis Duverne
Deputy Chief Executive Officer
in charge of Finance, Strategy and Operations
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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following
documents which have previously been published and filed with the Commission de
surveillance du secteur financier ("CSSF") in Luxembourg and which shall be
incorporated by reference in, and to form part of, this Prospectus:
(i) the Issuer's half-year financial report including the Issuer's unaudited consolidated
interim financial statements for the six months ended 30 June 2012
(the "2012 Half Year Report");
(ii) the Issuer's 2011 annual report (being English translation of the Issuer's Document
de référence filed with the French Autorité des marchés financiers (the "AMF") on
15 March 2012 under n° D.12-0161), including the Issuer's audited consolidated
financial statements for the financial year
ended 31 December 2011
(the "2011 Annual Report"), save that the third paragraph of the statement by
Mr. Henri de Castries, Chairman and Chief Executive Officer of the Issuer on
page 429 of the 2011 Annual Report shall not be deemed incorporated herein; and
(iii) the Issuer's 2010 annual report (being English translation of the Issuer's Document
de référence filed with the AMF on 18 March 2011 under n° D.11-0147), including the
Issuer's audited consolidated financial statements for the financial year ended
31 December 2010 (the "2010 Annual Report"), save that the third paragraph of the
statement by Mr. Henri de Castries, Chairman and Chief Executive Officer of the
Issuer on page 435 of the 2010 Annual Report shall not be deemed incorporated
herein.
Such documents shall be deemed to be incorporated by reference in, and form part of
this Prospectus, save that any statement contained in a document which is deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
This Prospectus and any document incorporated by reference herein are available on the
website of the Luxembourg Stock Exchange (www.bourse.lu) and from the registered
office of the Issuer and the specified office of the Paying Agent (as defined below). The
Issuer's 2012 Half Year Report and the Issuer's 2011 and 2010 Annual Reports are
available on the Issuer's website and those reports only and no other contents of such
site are incorporated by reference herein:
(http://www.axa.com/en/investor/resultsreports/reports/
http://www.axa.com/en/publications/annualreports/archives/).
Any information not listed in the cross-reference list below but included in the documents
incorporated by reference is given for information purpose only.
Non-incorporated parts of the 2011 Annual Report, 2010 Annual Report and 2012 Half
Year Report are either not relevant for the investors or covered elsewhere in this
Prospectus.
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Document Outline

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