Obligation AXA 0.5% ( FR0013329224 ) en EUR

AXA

96.46 % ▲

France

FR0013329224 ( en EUR )

0.5% par an ( paiement annuel )

18/04/2026

Prospectus brochure de l'obligation AXA FR0013329224 en EUR 0.5%, échéance 18/04/2026

100 000 EUR

750 000 000 EUR

18/04/2025 ( Dans 333 jours )

L'Obligation émise par AXA ( France ) , en EUR, avec le code ISIN FR0013329224, paye un coupon de 0.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/04/2026

AXA Bank Europe SCF
(duly licensed French specialised credit institution (établissement de crédit spécialisé))
9,000,000,000
Euro Medium Term Note Programme
for the issue of obligations foncières

Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), AXA Bank Europe SCF
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières (the "Notes"),
benefiting from the statutory privilège (priority right of payment) created by Article L.513-11 of the French Monetary and Financial Code (Code
monétaire et financier), as more fully described herein (the "Privilège").
The aggregate nominal amount of Notes outstanding will not at any time exceed 9,000,000,000 (or its equivalent in other currencies) at the date of
issue.
This Base Prospectus supersedes and replaces the base prospectus dated 3 March 2017 and all supplements thereto.
Application has been made to the Commission de surveillance du secteur financier for approval of this Base Prospectus in its capacity as competent
authority in Luxembourg under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 (as amended, by the Luxembourg law of 3 July
2012) which implements the Directive 2003/71/EC of 4 November 2003, as amended (the "Prospectus Directive") in Luxembourg.
Application may be made to (i) the Luxembourg Stock Exchange during a period of twelve (12) months after the date of this Base Prospectus for Notes
issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange and/or (ii) to the competent authority of any other member state of the European Economic Area ("EEA") for Notes issued
under the Programme to be admitted to trading on a Regulated Market (as defined below) in such member state. The regulated market of the Luxembourg
Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC dated 21 April 2004, as amended,
appearing on the list of regulated markets (each a "Regulated Market") issued by the European Securities Markets Authority (the "ESMA"). Notes
issued under the Programme may also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market. The
relevant final terms (a form of which is contained herein) in respect of the issue of any Notes (the "Final Terms") will specify whether or not such Notes
will be listed and admitted to trading on any market. Notes which are to be admitted to trading on a Regulated Market within the EEA in circumstances
which require the publication of a prospectus under the Prospectus Directive shall have a minimum denomination of 1,000 (or its equivalent in any other
currency as at the date of issue of the Notes) or such higher amount as may be allowed or required by the relevant monetary authority or any applicable
laws or regulations.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described
herein.
Dematerialised Notes will at all times be in book-entry form in compliance with Articles L.211-3 et seq. of the French Monetary and Financial Code
(Code monétaire et financier). No physical documents of title will be issued in respect of Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France
(acting as central depositary) which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form,
Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, S.A.
("Clearstream, Luxembourg"), or (ii) in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in
"Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in which case
they will be inscribed in an account maintained by the Issuer or by a registration agent (appointed in the relevant Final Terms) for the Issuer, or in
administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the
relevant Noteholder.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary Global
Certificate will subsequently be exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached (the
"Definitive Materialised Notes"), on or after a date expected to be on or about the fortieth (40th) day after the issue date of the Notes (subject to
postponement as described in "Temporary Global Certificate in respect of Materialised Notes") upon certification as to non-US beneficial ownership as
more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the Notes") intended
to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary for Euroclear and
Clearstream, Luxembourg, and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer(s) (as defined below).
Notes to be issued under the Programme are expected on issue to be rated Aaa by Moody's Investors Service Ltd ("Moody's") and AAA by Fitch Ratings
Limited ("Fitch", and together with Moody's, the "Rating Agencies"). Obligations rated "Aaa" by Moody's are judged to be of the highest quality,
subject to the lowest level of credit risk. Long-term ratings by Moody's are assigned to issuers or obligations with an original maturity of one year or more
and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default."AAA"
ratings assigned by Fitch denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of
financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. A security rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency without notice. The rating of the
Notes will be specified in the relevant Final Terms. As at the date of this Base Prospectus, each of the Rating Agencies is established in the European
Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the
"CRA Regulation") and is included in the list of credit rating agencies published by the ESMA on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk).
See section entitled "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER

BNP PARIBAS

PERMANENT DEALERS
BNP PARIBAS
CRÉDIT AGRICOLE CIB
HSBC
ING
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

The date of this Base Prospectus is 20 December 2017

This Base Prospectus (together with all supplements thereto from time to time), constitutes a
base prospectus for the purposes of Article 5.4 of the Prospectus Directive and contains all
relevant information concerning the Issuer which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of the Issuer, as well as the base terms and conditions of the Notes to be issued under
the Programme. The terms and conditions applicable to each Tranche not contained herein
(including, without limitation, the aggregate nominal amount, issue price, redemption price
thereof, and interest, if any, payable thereunder) will be determined by the Issuer and the
relevant Dealer(s) at the time of the issue on the basis of the then prevailing market conditions
and will be set out in the relevant Final Terms.

This Base Prospectus should be read and construed in conjunction with (i) any document and/or
information which is incorporated herein by reference (see "Documents incorporated by
reference" below), (ii) any supplement thereto that may be published from time to time and (iii)
in relation to any Tranche of Notes, the relevant Final Terms.

This Base Prospectus (together with all supplements thereto from time to time) may only be used
for the purposes for which it has been published.

No person is or has been authorised to give any information or to make any representation other
than those contained or incorporated by reference in this Base 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, the Arranger or any of the Dealer(s).
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of
the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme 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 Base Prospectus and the offering or sale of Notes in certain jurisdictions
may be restricted by law. The Issuer, the Arranger and the Dealer(s) 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, the Arranger
or the Dealer(s) 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
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 of America, the EEA (including
Belgium, France and the United Kingdom), Switzerland and Japan.

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 and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the
Securities Act ("Regulation S"). The Notes may include Materialised Notes in bearer form that
are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered or sold or, in the case of Materialised Notes in bearer form, delivered within the United
States or, in the case of certain Materialised Notes in bearer form, to, or for the account or
2

benefit of, United States persons as defined in the U.S. Internal Revenue Code of 1986, as
amended. The Notes are being offered and sold outside the United States in offshore transactions
to non-U.S. persons in reliance on Regulation S.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the Arranger or the Dealer(s) to subscribe for, or purchase, any Notes below.
The Arranger and the Dealer(s) have not separately verified the information contained or
incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information included or incorporated by reference in this
Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection
with the Programme (including any information incorporated by reference) is intended to
provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Arranger or the Dealer(s) that any recipient of this
Base Prospectus or other information supplied in connection with the Programme (including
any information incorporated by reference) should purchase the Notes. Each prospective
investor in the Notes should determine for itself the relevance of the information contained or
incorporated by reference in this Base Prospectus and its purchase of Notes should be based
upon such investigation as it deems necessary. Neither the Arranger nor any of the Dealers
undertake to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential
investor in the Notes of any information that may come to the attention of any of the Dealers or
the Arranger.

In connection with the issue of any Tranche, the Dealer(s) (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising
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, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager(s)) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
final terms of the offer of the relevant Tranche is made and, if begun, cease at any time, but it
must end no later than the earlier of thirty (30) calendar days after the issue date of the relevant
Tranche and sixty (60) calendar days after the date of the allotment of the relevant Tranche.
Any stabilisation action or over-allotment shall be conducted by the Stabilising Manager (or the
person acting on behalf of any Stabilising Manager) in accordance with all applicable laws and
rules.

None of the Issuer, the Arranger or the Dealers makes any representation to any prospective
investor in the Notes regarding the legality of its investment under any applicable laws. If you
are in any doubt about the contents of this Base Prospectus you should contact your advisers.

Prospective purchasers of Notes should ensure that they understand the nature of the relevant
Notes and the extent of their exposure to risks and that they consider the suitability of the
relevant Notes as an investment in the light of their own circumstances and financial condition.
Notes involve a high degree of risk and potential investors should be prepared to sustain a total
loss of the purchase price of their Notes. For more information, see section entitled "Risk
Factors".

For a description of these and certain other restrictions on offers, sales and transfers of Notes
and on distribution of this Base Prospectus, see section entitled "Subscription and Sale".

If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended, from 1 January 2018, to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area (the "EEA").
3

For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within
the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPS Regulation.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references
to "", "Euro", "euro" or "EUR" are to the lawful currency of the member states of the
European Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended, references to "£", "pounds sterling" and
"Sterling" are to the lawful currency of the United Kingdom, references to "$", "USD" and
"US Dollar" are to the lawful currency of the United States of America, references to "¥",
"JPY" and "Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss
Francs" are to the lawful currency of Switzerland.

Any websites included in this Base Prospectus (including in any document incorporated by
reference herein) are for information purposes only and do not form part of this Base
Prospectus.

Except where specified otherwise, capitalised words and expressions in this Base Prospectus
have the meaning given to them in the section entitled "Glossary of Defined Terms".

FORWARD-LOOKING STATEMENTS

This Base Prospectus may contain certain statements that are forward-looking including statements
with respect to the Issuer's business strategies, expansion and growth of operations, trends in its
business, competitive advantage, and technological and regulatory changes, information on exchange
rate risk and generally includes all statements preceded by, followed by or that include the words
"believe", "expect", "project", "anticipate", "seek", "estimate" or similar expressions. Such forward-
looking statements are not guarantees of future performance and involve risks and uncertainties, and
actual results may differ materially from those in the forward-looking statements as a result of various
factors. Potential investors are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date hereof.

4

TABLE OF CONTENTS

Page
Summary of the Programme ....................................................................................................... 6
Résumé du Programme ............................................................................................................... 22
Person responsible for the information given in the Base Prospectus ........................................... 39
Risk factors ................................................................................................................................ 40
General Description of the Programme ....................................................................................... 65
Supplement to the Base Prospectus ............................................................................................. 77
Documents incorporated by reference ......................................................................................... 78
Terms and Conditions of the Notes ............................................................................................. 81
Temporary Global Certificates in respect of Materialised Notes .................................................. 105
Use of proceeds .......................................................................................................................... 107
Overview of the legislation and regulations relating to sociétés de crédit foncier ......................... 108
Description of the Issuer ............................................................................................................. 115
Relationship between AXA Bank Europe SCF and AXA Group Entities...................................... 123
Form of Final Terms ................................................................................................................... 145
Taxation ..................................................................................................................................... 157
Subscription and Sale ................................................................................................................. 160
General Information ................................................................................................................... 164
Glossary of Defined Terms ......................................................................................................... 166

5

SUMMARY OF THE PROGRAMME

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of "Not Applicable".

Section A Introduction and warning
A.1
General
This summary should be read as an introduction to this base prospectus as may be
disclaimer
supplemented from time to time (the "Base Prospectus").
regarding the
summary
Any decision to invest in the notes to be issued under the Programme (the "Notes")
should be based on a consideration of this Base Prospectus as a whole by the
investor, including any documents incorporated by reference, any supplement
thereto, as the case may be, and the relevant final terms (the "Final Terms"). Where
a claim relating to information contained in this Base Prospectus is brought before a
court in a member state (a "Member State") of the European Economic Area (the
"EEA"), the plaintiff investor, might, under the national legislation of the Member
State where the claim is brought, have to bear the costs of translating this Base
Prospectus before the legal proceedings are initiated.

No claim on civil liability can be brought in a Member State against any person on
the sole basis of this summary, including any translation thereof, except if the
summary is misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus (including all documents incorporated by reference
therein) or if it does not provide, when read together with the other parts of the Base
Prospectus (including all documents incorporated by reference therein), key
information in order to aid investors when considering whether to invest in the
Notes.

A.2
Consent
by Not Applicable. There is no consent given by the Issuer to use the Base Prospectus,
the Issuer to as supplemented from time to time, and the applicable Final Terms.
the use of the
Prospectus

Section B Issuer
B.1
Legal
and AXA Bank Europe SCF (the "Issuer").
commercial
name of the
Issuer

B.2
Registered
AXA Bank Europe SCF is a limited liability company with a board of directors
office/ Legal
incorporated under French law, duly licensed in France as a specialised credit
form/
institution with the status of société de crédit foncier delivered by the Autorité de
Legislation/
contrôle prudentiel et de résolution.
Country of

Incorporation AXA Bank Europe SCF is also duly registered by the Financial Services and
of the Issuer
Markets Authority as mortgage lender (kredietgever in hypothecair krediet) in
Belgium via the freedom to provide services.

The Issuer is governed by the laws and regulations applicable to limited liability
companies, to specialised credit institutions and, in particular, to sociétés de crédit
foncier.

The Issuer's registered office is located at 203/205, rue Carnot, 94138, Fontenay-
sous-Bois, France.
6

B.4b
Description of AXA Bank Europe SCF, as issuer of obligations foncières, operates on the covered
any
known bond market. This market has shown strong resilience during the 2008 financial
trends
crisis. In 2016, primary volumes of Euro covered bonds were well below that of
affecting the 2015. In addition, there is uncertainty in 2017 regarding the European Central Bank's
Issuer and the purchase programme (CBPP3) duration which helped in the past the raising of the
industries in overall volume of Euro covered bonds.
which
it
operates
More generally, French and European regulators and legislators may, at any time,
implement new or different measures that could have a significant impact on the
Issuer and/or on the financial system in general. In this respect:

-
the European Banking Authority published on 20 December 2016 a
report which includes recommendations on how to harmonise
covered bond framework in the European Union based on a "three-
steps approach", i.e. (i) implementation of a covered bond directive
to provide a definition of covered bond instruments and specify
structural quality requirements for all regulated covered bonds in
the European Union, (ii) amendments to the Capital Requirements
Regulation to strengthen conditions for covered bonds instruments
that seek preferential capital treatment, and (iii) recommendations
for voluntary convergence between national frameworks by means
of non-binding instruments;

-
the European Parliament has adopted on 4 July 2017 a resolution
entitled "Towards a pan-European covered bonds framework"
calling for an European directive which clearly distinguishes
between the two (2) types of covered bonds currently in existence,
namely "premium covered bonds" complying with provisions of
Article 129 of the Regulation (EU) No 575/2013 of the European
Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms and (ii)
"ordinary covered bonds" which do not meet the requirements set
out for premium covered bonds but do not fall below the standards
currently set by Article 52 paragraph 4 of Directive 2014/91/EC of
the European Parliament and of the Council of 23 July 2014 on the
coordination of laws, regulations and administrative provisions
relating to undertakings for collective investment in transferable
securities. The European Parliament also calls to protect covered
bond label and suggests that debt instruments covered by assets
which are substantially more risky the government debt and
mortgages should not be labelled "covered bonds" but, possibly,
"European secured notes".

B.5
Description of The Issuer is a subsidiary of AXA Bank Belgium (previously known as AXA Bank
the Issuer's
Europe), a public limited liability company (société anonyme/naamloze
group and the vennootschap) incorporated under Belgian law, licensed as a credit institution and
Issuer's
supervised by the European Central Bank.
position

within
The Issuer was originally created to refinance residential mortgage loans (either
the group
directly by purchasing the receivables arising from such residential mortgage loans
or indirectly via the subscription of residential mortgage-backed securities
(("RMBS)) issued by Royal Street NV/SA ("Royal Street"), a Belgian securitisation
vehicle. The purpose of Royal Street was to acquire residential mortgage loan
receivables originated by AXA Bank Belgium which were selected so that such
residential mortgage loans and the receivables arising therefrom would comply with
inter alia the eligibility criteria set out in Article L.513-2 of the French Monetary
and Financial Code. However, RMBS may only be refinanced within a limit of 10
per cent. of the nominal amount of the obligations foncières (i.e. the Notes) as from
1 January 2018.

AXA Bank Belgium is a member of the AXA group which is an important global
player whose ambition is to attain leadership in its core "Financial Protection"
7

business. Financial Protection involves offering customers - individuals as well as
small and mid-size businesses - a wide range of products and services that meet their
insurance, protection, savings, retirement and financial planning needs throughout
their lives.

B.9
Figure
of Not Applicable. The Issuer does not provide any profit forecast or estimate.
profit forecast
or estimate (if
any)

B.10
Description of Not Applicable. There are no qualifications in any audit report on the historical
the nature of financial information included in the Base Prospectus.
any
qualifications
in the audit
report on the
historical
financial
information

B.12
Selected
The tables below set out selected financial information extracted from (i) the Issuer's
historical key audited financial statements for the periods from, respectively, 1 January 2015 to 31
financial
December 2015, and 1 January 2016 to 31 December 2016, and (ii) the Issuer' semi-
information
annual accounts for the six months period ended, respectively, 30 June 2016 and 30
regarding the June 2017 which were subject to a limited review by the statutory auditors:
Issuer

Comparative annual financial data (in thousands of euros)

Income statement
2016
2015

Net banking income
25,284
7,565

Gross
operating
22,403
5,446

income

Net income
14,844
3,287

Balance sheet
31/12/2016
31/12/2015

Total balance sheet
4,828,003
4,859,656

Shareholders' equity
126,768
115,034

Debt securities
4,175,297
3,937,134

Comparative interim financial data (in thousands of euros)

Income statement
1 January to 30 June
1 January to 30 June

2017
2016

Net banking income
15,573
9,782

Gross
operating
14,070
8,500

income

Net income
10,334
5,865

Balance sheet
30/06/2017
30/06/2016

Total balance sheet
7,023,055
4,853,845
8

Shareholders' equity
137,102
117,788

Debt securities
5,679,440
4,181,004

Material
There has been no material adverse change in the prospects of the Issuer since its
adverse
most recent annual audited financial statements dated 31 December 2016.
change
statement

Significant
Not applicable. There has been no significant change in the financial or trading
change in the
position of the Issuer since its most recent interim financial statements dated 30 June
financial and 2017.
trading
position

B.13
Description of Liquidation of compartments RS-2 and RS-3 of Royal Street and replacement of
any recent
the Issuer's assets
events

particular to On 27 November 2017, a termination agreement was entered into between inter alia
the
Royal Street, AXA Bank Belgium and AXA Bank Europe SCF under which:
Issuer which
are
to
a -
AXA Bank Belgium agreed to repurchase and transfer back the portfolio of
material
residential mortgage loan receivables held by compartments RS-2 and RS-3
extent
of Royal Street for a repurchase price of 6,274,980,208.51 (the
relevant
"Repurchase Price") on 15 December 2017 but with economic effect as
to
the
from 1 December 2017;
evaluation

of the Issuer's -
Royal Street, AXA Bank Europe SCF and AXA Bank Belgium agreed,
solvency
subject to the payment of the Repurchase Price, for the RMBS issued by

compartments RS-2 and RS-3 of Royal Street and purchased by AXA Bank
Europe SCF to be redeemed on 15 December 2017 for a total redemption
amount of 6,580,000,000; and

-
all parties agreed to (i) pay any amount due and payable to the creditors of
compartments RS-2 and RS-3 of Royal Street, (ii) terminate all transaction
documents in connection with the issue of the RMBS issued by
compartments RS-2 and RS-3 of Royal Street and purchased by AXA Bank
Europe SCF and (iii) more generally, liquidate compartments RS-2 and RS-
3 of Royal Street.

The proceeds of the redemption of the RMBS issued by compartments RS-2 and RS-
3 of Royal Street were applied by the Issuer to finance the purchase of loan
receivables secured by a mortgage on a property situated in Belgium (the "Loans")
directly from AXA Bank Belgium for an amount of 5,556,502,965.03 under the
Purchase Documents (see B.15).

Execution of the Facility Documents and the Purchase Documents

On 27 November 2017, the Issuer entered into the Facility Documents and the
Purchase Documents with AXA Bank Belgium (see B.15) in the context of the
replacement of its assets.

Issue of Additional Tier 1 Undated Deeply Subordinated Notes

On 9 October 2017, the Issuer issued 125,000,000 Floating Rate Additional Tier 1
Undated Deeply Subordinated Notes. It is the intention of AXA Bank Europe SCF
that the proceeds of the issue of such notes be treated for regulatory purposes as
Additional Tier 1 Capital. The notes were issued outside the Programme and any
obligation of AXA Bank Europe SCF in respect of such notes will not benefit from
the privilège (priority right of payment) pursuant to Article L513-11 of the French
Monetary and Financial Code (the "Privilège").
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Early repayment of term senior loan agreements and execution of new term senior
loan agreements

On 15 December 2017, the Issuer (i) repaid all existing amounts under all existing
senior loan agreements executed with AXA Bank Belgium for a total amount of
1,039,665,530 and (ii) entered into new term loan agreements with AXA Bank
Belgium for an aggregate principal amount of 807,500,000. The sums due by the
Issuer (in interest or principal) under the term senior loan agreements will not benefit
from the Privilège.

B.14
Statement as See Element B.5. The Issuer is a subsidiary of AXA Bank Belgium.
to whether the
Issuer
is The Issuer relies on third parties who have agreed to perform services for the Issuer.
dependent
In this respect, the Issuer has entered into several contracts with AXA Bank Belgium
upon
other and AXA Banque (depending on the relevant service provided for) for inter alia:
entities within
the group
-
the management of its operations and the recovery of assets in accordance

with the provisions of Article L.513-15 of the French Monetary and
Financial Code;
-
its risk management and services for the fulfillment of the regulatory
obligations of the Issuer in its capacity as specialised credit institution;
-
the hedging of its obligations under certain Series of Notes; and
-
the provision of liquidity.

See Element B.15 for a description of contractual relationships between the Issuer
and entities of the AXA group.

B.15
Description of In accordance with Article L.513-2 of the French Monetary and Financial Code
the
Issuer's which defines the exclusive purpose of sociétés de crédit foncier and with Article 2
principal
of its by-laws, the Issuer's exclusive purpose consists in carrying out the activities
activities
and operations below, whether in France or abroad:

-
credit operations and assimilated operations within the terms set forth by
regulations applicable to sociétés de crédit foncier and within the limits of
its license;
-
financing operations within the terms set forth by regulations applicable to
sociétés de crédit foncier by means of issuance of obligations foncières or
any other borrowing; and
-
any ancillary activities expressly authorized by the texts on sociétés de
crédit foncier for the achievement of its exclusive corporate purpose.

The Issuer's prime purpose is the refinancing of residential mortgage loans, either
directly by purchasing the receivables arising from such residential mortgage loans
or indirectly via the acquisition of assets which are eligible assets in accordance with
the French legal framework applicable to sociétés de crédit foncier as described
below.

In order to finance such transactions, the Issuer may from time to time issue
obligations foncières benefiting from the Privilège (or incur other forms of
borrowings benefiting from the Privilège) and may also issue ordinary bonds or raise
other sources of financing which do not benefit from the Privilège.

1. Funding of Advances under the Facility Documents

The proceeds of the Notes may be used by the Issuer to fund advances (each, an
"Advance") to AXA Bank Belgium under a credit facility agreement (the "Facility
Agreement"), such Advances being secured by the pledge (nantissement) of Loans
receivables to the benefit of the Issuer (the "Collateral Security") pursuant to (i)
Articles L. 211-36 to L. 211-40 of the French Monetary and Financial Code (the
"French Collateral Security Agreement") and (ii) Article 4 of the Belgian Act of
15 December 2004 on Financial Collateral (the "Belgian Collateral Security
Agreement").
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