Obligation AXIA 5.5% ( XS0876682666 ) en USD

AXIA

100 % ▲

France

XS0876682666 ( en USD )

5.5% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation AXA XS0876682666 en USD 5.5%, échue

200 000 USD

850 000 000 USD

F0609NAS7

AXA est un groupe d'assurance et de gestion d'actifs français, présent dans le monde entier, offrant une large gamme de produits et services d'assurance, de gestion de patrimoine et d'investissement.

L'Obligation émise par AXIA ( France ) , en USD, avec le code ISIN XS0876682666, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

AXA
14,000,000,000
Euro Medium Term Note Programme
This Base Prospectus supersedes all previous offering circulars or prospectuses prepared in connection with the Euro Medium Term Note Programme of
AXA (the Issuer). Any Notes (as defined below) issued under the Programme (as defined below) on or after the date of this Base Prospectus are issued
subject to the provisions described herein.
Under this 14,000,000,000 Euro Medium Term Note Programme (the Programme), the Issuer may from time to time issue notes (the Notes)
denominated in any currency agreed between the Issuer and the relevant Purchaser (as defined below).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all
Notes from time to time outstanding under the Programme will not exceed 14,000,000,000 (or its equivalent in other currencies calculated as described
herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the dealers specified under "General Description of the Programme" and any additional
dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a
specific issue or on an on-going basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. Notes may also be issued to third parties other
than Dealers. Any Dealer or third party to whom Notes are issued shall be referred to herein as a Purchaser.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
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 July 10, 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a base prospectus. The
CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or
solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for
Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List
of the Luxembourg Stock Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a
final terms document (the Final Terms) which, with respect to 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, will be filed with the CSSF.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as
may be agreed between the Issuer and the relevant Purchaser. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any
regulated market.
The Issuer may agree with any Purchaser that Notes may be issued in a form not contemplated under the Terms and Conditions of the Notes, in which
event a supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to
such Notes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons except to qualified institutional buyers (QIBs) as defined in and in reliance on
Rule 144A under the Securities Act (Rule 144A) and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act
(Regulation S) unless the Notes are registered under the Securities Act or another exemption from the registration requirements of the Securities Act is
available. See "Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on
transfer (see "Subscription and Sale and Transfer and Selling Restrictions").
Any person intending to acquire or acquiring any securities from any person (an Offeror) should be aware that, in the context of an offer to the public, the
Issuer may be responsible to the investor for the Base Prospectus, but only if the Issuer has authorised that Offeror to make the offer to the investor. Each
investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the investor should
check with the Offeror whether anyone is responsible for the Base Prospectus in the context of the offer to the public, and, if so, who that person is. If the
investor is in any doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice.
At the date of this Base Prospectus, the insurer financial strength ratings of the Issuer's principal insurance subsidiaries assigned by Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc. (S&P), Moody's Investors Service (Moody's) and Fitch Ratings (Fitch) are AA- with
negative outlook, Aa3 with negative outlook and AA- with stable outlook, respectively. The long term debt ratings of the Issuer assigned by S&P, Moody's
and Fitch are A with negative outlook, A2 with negative outlook and A-, respectively. The short term debt ratings of the Issuer assigned by S&P, Moody's
and Fitch are A-1, P-1 with negative outlook and F-1, respectively. S&P, Moody's and Fitch are established in the European Union and registered under
Regulation (EC) No. 1060/2009 on credit ratings agencies as amended by Regulation (EU) No. 513/2011 (the CRA Regulation) and are included in the
list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website as
of the date of this Base Prospectus1.

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

The Programme is not rated, but certain tranches of Notes (each a Tranche and together the Tranches) to be issued under the Programme may be rated
by one or more credit rating agencies on a case by case basis as set out in the applicable Final Terms. Where a Tranche of Notes is to be rated, such
rating will not necessarily be the same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will
be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed
in the relevant Final Terms.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning credit rating agency.
Arranger
Deutsche Bank
Dealers
Barclays BNP
PARIBAS
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
Morgan Stanley
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UBS Investment Bank
The date of this Base Prospectus is April 4, 2012.

2

This Base Prospectus (together with supplements to this Base Prospectus from time to time) comprises
a "base prospectus" for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).
References in this Base Prospectus to the "Prospectus Directive" shall include the amendments made by
Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have
been implemented in the relevant Member State of the European Economic Area. Notes may also be
issued under the Programme pursuant to an offering document (other than this Base Prospectus) that
constitutes a "prospectus" for the purposes of Article 5.3 of the Prospectus Directive.
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case) the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR WILL
DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR WILL BE
MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN
SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND
SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH
ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN CONNECTION WITH THE
OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS BASE PROSPECTUS AND ANY
FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE
OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE
ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
Copies of Final Terms, if appropriate, will be available from the registered office of the Issuer and the
specified office of the Principal Paying Agent (as defined below).
This Base Prospectus is to be read in conjunction with any supplement hereto and with all documents
which are incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Base Prospectus shall be read and construed on the basis that such documents are incorporated and
form part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by the Issuer in connection with
the Programme. No Dealer accepts any liability in relation to the information contained or incorporated
by reference in this Base Prospectus or any other information provided by the Issuer in connection with
the Programme.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as
the relevant Dealer (as defined herein) or the Managers and the persons named in or identifiable
following the applicable Final Terms as the Financial Intermediaries, as the case may be.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other information supplied in
connection with the Programme or 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 Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or
any other information supplied in connection with the Programme or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer. Neither this Base Prospectus nor any other information supplied in connection with the
3

Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or
any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date indicated in the document containing the same. The
Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life
of the Programme or to advise any investor in the Notes of any information coming to their attention.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, unless specifically
indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer or the
Dealers which is intended to permit a public offering of any Notes or distribution of this Base Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions
on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States,
the European Economic Area (including the United Kingdom and France) and Japan, see "Subscription
and Sale and Transfer and Selling Restrictions".
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated
in this Base Prospectus as completed by final terms in relation to the offer of those Notes may only do so
(i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State
and (in either case) published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by final terms which specify (x) that offers may be made
other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State, (y) such
offer is made in the period beginning and ending on the dates specified for such purpose in such
prospectus or final terms, as applicable and (z) that the Issuer has consented in writing to its use for the
purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor
any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code of 1986, as amended (the U.S. Internal Revenue Code) and the regulations
promulgated thereunder.
4

In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the Notes being offered, including the merits and risks involved. The Notes have not been
approved or disapproved by the United States Securities and Exchange Commission or any other
securities commission or other regulatory authority in the United States, nor have the foregoing
authorities approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Base Prospectus. Any representation to the contrary is a criminal offence.
Neither the Issuer, nor any of the Dealers makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (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) 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
relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

5

U.S. Information and other

U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited number
of QIBs for informational use solely in connection with the consideration of the purchase of the Notes. Its
use for any other purpose in the United States is not authorised. It may not be copied or reproduced in
whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
The Securities and Exchange Commission has not approved or disapproved these securities or
determined if this Base Prospectus is truthful or complete. Any representation to the contrary is a
criminal offence.
Registered Notes issued by the Issuer may be offered or sold within the United States or to United
States persons only to QIBs in transactions exempt from registration under the Securities Act. Each U.S.
purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it
may be being made in reliance upon the exemption from the registration requirements of the Securities
Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in
registered form in exchange or substitution therefore (together Legended Notes) will be deemed, by its
acceptance or purchase of any such Legended Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription and
Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph have
the meanings given to them in "Form of the Notes".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll
dated April 4, 2012 (the Deed Poll) to furnish, upon the request of a holder of such Notes or any
beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of France. The majority of the officers and directors
named herein reside outside the United States and all or a substantial portion of the assets of the Issuer
and of such officers and directors are located outside the United States. As a result, it may not be
possible for investors to effect service of process outside France upon the Issuer or such persons, or to
6

U.S. Information and other

enforce judgments against them obtained in courts outside France predicated upon civil liabilities of the
Issuer or such directors and officers under laws other than French law, including any judgment
predicated upon United States federal securities laws. The Issuer has been advised that if an original
action is brought in France based solely upon U.S. Federal Securities laws, French courts may not have
the requisite jurisdiction to grant the remedies sought and that actions for enforcement of judgments of
United States courts rendered against the French persons referred to above would require such French
persons to waive their rights under Article 15 of the French Code civil to be sued only in France. The
Issuer believes that no such French persons have waived this right with respect to actions predicated
solely on U.S. Federal securities laws.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Base 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 (ii) AXA Group and/or the Group and/or we refer to AXA SA together
with its direct and indirect consolidated subsidiaries.
This Base Prospectus incorporates by reference AXA's consolidated financial statements for the years
ended December 31, 2011 and 2010. AXA's consolidated financial statements, including the notes
thereto, are included in Part 4 of the 2011 Annual Report (as defined under "Documents Incorporated by
Reference") and have been prepared in accordance with International Financial Reporting Standards
(IFRS) and interpretations from the IFRS Interpretations Committee (IFRIC) that were definitive and
effective on December 31, 2011, as adopted by the European Union prior to the annual financial
statements date. The Group does not, however, use the "carve out" option to avoid applying all the
hedge accounting principles required by IAS 39. In addition, the adoption of IFRS 9 published by the
IASB in November 2009, and subsequently amended in October 2010 and December 2011, has not
been yet formally submitted to the European Union. The Group, however, would not have used the
earlier adoption option of the standard. Consequently, AXA Group's consolidated financial statements
also comply with IFRS as issued by the International Accounting Standards Board (IASB).
Unless otherwise specified, various amounts in this Base Prospectus are shown in million for
presentation purposes. Such amounts have been rounded. Rounding differences may also exist for
percentages.
All references in this document to U.S. Dollars, U.S.$ and $ refer to the currency of the United States of
America, to Sterling and £ refer to the currency of the United Kingdom, to Swiss Francs refers to the
currency of Switzerland, to Japanese Yen refers to the currency of Japan, to Australian Dollars refers
to the currency of Australia, to New Zealand Dollars refers to the currency of New Zealand and to Euro
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.
7

Forward-Looking Statements

FORWARD-LOOKING STATEMENTS
This Base Prospectus and other publicly available documents concerning AXA and the AXA Group may
include, and AXA's officers and representatives may from time to time make, statements which may
constitute forward-looking statements. These statements are not historical facts but instead represent
AXA's belief regarding future events many of which, by their nature, are inherently uncertain and outside
AXA's control.
These statements may address, among other things, the AXA Group's financial condition, results of
operations and business, including its strategy for growth, product development, regulatory approvals,
market position, embedded value and reserves. All statements other than statements of historical facts
are, or may be deemed to be, forward-looking statements.
Forward-looking statements are statements of future expectations that are based on management's
current views and assumptions and involve known and unknown risks and uncertainties that could cause
actual results, performance or events to differ materially from those expressed or implied in such
statements, including those discussed elsewhere in this Base Prospectus and in AXA's other public
filings, press releases, oral presentations and discussions. Forward-looking statements include, among
other things, discussions concerning the potential exposure of AXA to market risks, as well as
statements expressing management's expectations, beliefs, estimates, forecasts, projections and
assumptions. Forward-looking statements in this Base Prospectus are identified by use of the following
words and other similar expressions, among others:
· "anticipate"
· "would"
· "believe"
· "objectives"
· "outlook"
· "could"
· "probably"
· "estimate"
· "project"
· "expect"
· "risks"
· "goals"
· "seek"
· "intend"
· "should"
· "may"
· "target"
· "shall"
Investors should not place undue reliance on forward-looking statements. Each forward-looking
statement speaks only as at the date of the particular statement. AXA undertakes no obligation to (and
expressly disclaims any such obligations to) update publicly or revise any forward-looking statement as a
result of new information, future events or otherwise. In light of these risks, the AXA Group's results
could differ materially from the forward-looking statements contained in this Base Prospectus.
8

Table of Contents

TABLE OF CONTENTS

Page
SUMMARY OF THE PROGRAMME .................................................................................................................... 10
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................................... 17
RISK FACTORS ....................................................................................................................................................... 24
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 52
FORM OF THE NOTES .......................................................................................................................................... 58
FORM OF FINAL TERMS (LESS THAN EUR [100,000/50,000] (OR ITS EQUIVALENT IN ANOTHER
CURRENCY)) ........................................................................................................................................................... 62
FORM OF FINAL TERMS (AT LEAST EUR [100,000/50,000] (OR ITS EQUIVALENT IN ANOTHER
CURRENCY)) ........................................................................................................................................................... 79
TERMS AND CONDITIONS OF THE NOTES .................................................................................................... 94
USE OF PROCEEDS ............................................................................................................................................ 130
DESCRIPTION OF THE ISSUER ....................................................................................................................... 131
SELECTED CONSOLIDATED FINANCIAL DATA ........................................................................................... 135
RECENT DEVELOPMENTS ................................................................................................................................ 137
BOOK-ENTRY CLEARANCE SYSTEMS .......................................................................................................... 138
TAXATION .............................................................................................................................................................. 142
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS ..................................... 145
GENERAL INFORMATION .................................................................................................................................. 151

9

Summary of the Programme

SUMMARY OF THE PROGRAMME
The following paragraph is to be read as an introduction to the Summary if the relevant Member
State of the European Economic Area has not implemented the changes to the Summary
requirements under Directive 2010/73/EU (the 2010 PD Amending Directive)
This Summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Notes should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference and any supplement issued from time to time. Following the implementation of
the relevant provisions of Directive 2003/71/EC (but not including any amendment thereto pursuant to
Directive 2010/73/EU) in each Member State of the European Economic Area, no civil liability will attach
to the Responsible Person in any such Member State in respect of this Summary, including any
translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other
parts of this Base Prospectus. Where a claim relating to information contained in this Base Prospectus is
brought before a court in a Member State of the European Economic Area, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated. Words and expressions
defined in "Form of the Notes" and "Terms and Conditions of the Notes" below and in the applicable
Final Terms shall have the same meanings in this Summary.
The following paragraph is to be read as an introduction to the Summary if the relevant Member
State of the European Economic Area has implemented the changes to the Summary
requirements under the 2010 PD Amending Directive
This Summary must be read as an introduction to this Base Prospectus and is provided as an aid to
investors when considering whether to invest in the Notes, but is not a substitute for the Base
Prospectus. Any decision to invest in the Notes should be based on a consideration of the Base
Prospectus as a whole, including any documents incorporated by reference and any supplement issued
from time to time. Following the implementation of the relevant provisions of Directive 2003/71/EC, as
amended in each Member State of the European Economic Area, no civil liability will attach to the
Responsible Persons in any such Member State in respect of this Summary, including any translation
thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus,
key information (as defined in Article 2.1 (s) of Directive 2003/71/EC, as amended) in order to aid
investors when considering whether to invest in the Notes. Where a claim relating to information
contained in this Base Prospectus is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating this Base Prospectus before the legal proceedings
are initiated. Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the
Notes" below and in the applicable Final Terms shall have the same meanings in this Summary.

Issuer:
AXA.

Summary description of the Issuer:
The Company is the holding company for the AXA Group, a
worldwide leader in financial protection. Based on available

information at December 31, 2011, the AXA Group was one
of the world's largest insurance groups, with consolidated
gross revenues of 86 billion for the year ended
December 31, 2011. The AXA Group was also one of the
world's largest asset managers, with total assets under
management as at December 31, 2011 of 1,065 billion.
Based on information available at December 31, 2011 and
taking into account companies engaged in the asset
management business, AXA was the world's 7th largest asset
manager1.

1 Source: Towers Watson, "The World's 500 largest asset managers" ranking, 2010.
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