Obligation AXA 0% ( FR0011524248 ) en EUR

AXA

100 % ⇌

France

FR0011524248 ( en EUR )

28/01/2024 - Obligation échue

Prospectus brochure de l'obligation AXA FR0011524248 en EUR 0%, échue

100 000 EUR

650 000 000 EUR

L'Obligation émise par AXA ( France ) , en EUR, avec le code ISIN FR0011524248, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/01/2024

AXA

650,000,000 Floating Rate Notes due 2024
Issue Price: 100 per cent.

and

734,000,000 2.625 per cent. Notes due 2022
Issue Price: 99.686 per cent.

and

935,000,000 2.875 per cent. Notes due 2024
Issue Price: 99.156 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 650,000,000
aggregate principal amount of Floating Rate Notes due 2024 (the "Floating Rate Notes"), 734,000,000 aggregate principal
amount of 2.625 per cent. Notes due 2022 (the "2022 Fixed Rate Notes") and 935,000,000 aggregate principal amount of
2.875 per cent. Notes due 2024 (the "2024 Fixed Rate Notes" and, together with the Floating Rate Notes and the 2022 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 28 January 2024 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 28 July 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, 28 June 2013 to, but excluding, the Interest Payment Date falling
on or about 28 July 2013.
The 2022 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on 15 June 2022, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2022 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2022 Fixed Rate Notes will bear interest at the rate of 2.625 per cent. per annum from, and including, 28 June 2013 to, but
excluding, 15 June 2022. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2022 Fixed Rate Notes Interest"), commencing on 15 June 2014 (see "Terms and Conditions of the 2022
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first interest period, from and including, 28 June
2013 to, but excluding, 15 June 2014.
The 2024 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on 15 June 2024, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2024 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2024 Fixed Rate Notes will bear interest at the rate of 2.875 per cent. per annum from, and including, 28 June 2013 to, but
excluding, 15 June 2024. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2024 Fixed Rate Notes Interest"), commencing on 15 June 2014 (see "Terms and Conditions of the 2024
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first Interest Period, from and including, 28 June
2013 to, but excluding, 15 June 2014.
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 28 June 2013 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 2022 Fixed Rate Notes - Form, Denomination and Title" and "Terms and Conditions of the 2024 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

AXA Corporate Solutions Assurance
AXA France IARD

AXA France Vie

This Prospectus is dated 25 June 2013

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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TABLE OF CONTENTS
Contents
Page
RISK FACTORS........................................................................................................................................... 4
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................ 9
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 10
TERMS AND CONDITIONS OF THE FLOATING RATE NOTES ..................................................... 16
TERMS AND CONDITIONS OF THE 2022 FIXED RATE NOTES .................................................... 26
TERMS AND CONDITIONS OF THE 2024 FIXED RATE NOTES .................................................... 33
USE OF PROCEEDS ................................................................................................................................ 40
RECENT DEVELOPMENTS .................................................................................................................... 41
TAXATION .................................................................................................................................................. 64
SUBSCRIPTION AND SALE ................................................................................................................... 69
GENERAL INFORMATION ...................................................................................................................... 72

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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 2012 Annual Report (as defined below) which is 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;
(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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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 including, but not limited
to, market interest and yield rates and the time remaining to the maturity date.
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 2022 Fixed Rate Notes and 2024 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

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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
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 draft safeguard plan (projet de plan de sauvegarde),
draft accelerated financial safeguard plan (projet de plan de sauvegarde financère
accélérée) or draft 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.

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For the avoidance of doubt, the provisions relating to the meetings of the Noteholders
described in "Terms and Conditions of the Notes" set out in this Prospectus will not be
applicable to the extent they are not in compliance with compulsory insolvency law
provisions that apply in these circumstances.
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.
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, holding, 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.

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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. 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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