Obligation AXA 1.375% ( XS2431029441 ) en EUR

AXA

81.44 % ▲

France

XS2431029441 ( en EUR )

1.375% par an ( paiement annuel )

09/07/2042

Prospectus brochure de l'obligation AXA XS2431029441 en EUR 1.375%, échéance 09/07/2042

100 000 EUR

1 250 000 000 EUR

10/07/2024 ( Dans 51 jours )

L'Obligation émise par AXA ( France ) , en EUR, avec le code ISIN XS2431029441, paye un coupon de 1.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/07/2042

Prospectus dated January 6, 2022

AXA
Issue of EUR 1,250,000,000 Fixed to Floating Rate Ordinary Subordinated Notes due 2042
under the EUR 18,000,000,000
Euro Medium Term Note Programme
Series No.: 44
Tranche No.: 1
Issue Price: 99.271 per cent.
The EUR 1,250,000,000 Fixed to Floating Rate Ordinary Subordinated Notes due 2042 (the Notes and each a Note) will be issued by AXA (AXA or the Issuer) under its
EUR 18,000,000,000 Euro Medium Term Note Programme (the Programme) pursuant to a base prospectus dated March 26, 2021. The Notes will constitute direct,
unconditional, unsecured and subordinated obligations of the Issuer, as described under "Terms and Conditions of the Notes Status of the Notes and Subordination".
This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 6.3 of Regulation (EU) 2017/1129 (the Prospectus Regulation). This Prospectus
contains information relating to the issue by AXA of the Notes.
The Notes will bear interest at the rate of 1.875 per cent. per annum from, and including, January 10, 2022 (the Issue Date) to, but excluding, July 10, 2032 (the First
Reset Date). Thereafter, the Notes will bear interest at a rate of 2.60 per cent. per annum above 3-month EURIBOR being the Euro-zone inter-bank offered rate for three-
month Euro deposits from, and including, the First Reset Date to, but excluding, the Final Maturity Date (as defined in "Terms and Conditions of the Notes Interpretation
 Definitions").
There will be a short first Fixed Interest Period (as defined in "Terms and Conditions of the Notes Interpretation Definitions") from, and including, the Issue Date to, but
excluding, July 10, 2022. Thereafter, fixed rate interest will be payable annually in arrear on July 10 in each year, commencing on July 10, 2023 and floating rate interest
will be payable quarterly in arrear on or about October 10, January 10, April 10 and July 10 in each year commencing on or about October 10, 2032.
Under certain circumstances as set out in "Terms and Conditions of the Notes Interest Interest Deferral", interest payments on the Notes may be deferred at the option
of the Issuer or will be required to be deferred.
The Issuer may, at its option, redeem all or some only, of the Notes on (i) any day falling in the period from (and including) January 10, 2032 (the First Call Date) to (and
including) the First Reset Date or (ii) on any Interest Payment Date thereafter, at their Redemption Amount, provided that on such date the Conditions to Redemption and
Purchase (as defined in "Terms and Conditions of the Notes Redemption and Purchase Conditions to Redemption and Purchase") are fulfilled.
Under certain circumstances set out in "Terms and Conditions of the Notes Redemption and Purchase", the Notes may be subject to early redemption or exchange or
variation.
The Notes are scheduled to be redeemed at the Redemption Amount on the Scheduled Maturity Date (as defined in "Terms and Conditions of the Notes Interpretation 
Definitions"), provided that on such date the Conditions to Redemption and Purchase are fulfilled, failing which the Notes will only be redeemed on the Final Maturity Date.
The Notes are expected to be rated BBB+ by S&P Global Ratings, acting through S&P Global Ratings Europe Limited (S&P Global Ratings), A3(hyb) by Moody's France
SAS (Moody's) and BBB by Fitch Ratings Ireland Limited (Fitch). Each of S&P Global Ratings, Moody's and Fitch is established in the European Union and is registered
under Regulation (EC) No. 1060/2009 on credit agencies as amended by Regulation (EU) No. 513/2011 (the CRA Regulation) and is included in the list of credit rating
agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website as of the date of this Prospectus1. S&P
Global Ratings, Moody's and Fitch are not established in the United Kingdom and are not registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of
UK domestic law by virtue of the EUWA (the UK CRA Regulation). The ratings of the Notes have been endorsed by S&P Global Ratings UK Limited, Moody's Investors
Service Ltd. and Fitch Ratings Ltd, respectively, in accordance with UK CRA Regulation and have not been withdrawn. As such, the ratings issued by each of S&P Global
Ratings, Moody's and Fitch may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation. A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority under the Luxembourg
Law of July 16, 2019 (the Prospectus Law 2019) implementing the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer
or of the quality of the Notes. By approving this Prospectus, in accordance with Article 6 (4) of the Prospectus Law 2019, the CSSF does not engage in the economic or
financial opportunity of the operations contemplated by this Prospectus or the quality and solvency of the Issuer. Investors should make their own assessment as to the
suitability of investing in the Notes. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of the Markets in Financial Instrument Directive 2014/65/EU.
This Prospectus is valid until January 6, 2023; in the event of significant new factors, material mistakes or material inaccuracies, the obligation of the Issuer to
supplement the Prospectus will apply only until the Notes are admitted to trading on the Luxembourg Stock Exchange's regulated market, pursuant to Article
12(1) of the Prospectus Regulation.
The Notes will be in bearer form and in the denominations of EUR 100,000 each and integral multiples of EUR 1,000 in excess thereof up to (and including) EUR 199,000.
The Notes will initially be represented on issue by a temporary bearer global note (the Temporary Bearer Global Note), without interest coupons, which will be deposited
on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream). Interests in the Temporary
Bearer Global Note will be exchangeable for interests in a permanent bearer global Note (the Permanent Bearer Global Note and, together with the Temporary Bearer
Global Note, the Global Notes), without interest coupons, on or after February 9, 2022, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent
Bearer Global Note will be exchangeable for Notes in definitive form with interest coupons attached only in certain limited circumstances.
Amounts payable under the Notes are calculated by reference to EURIBOR which is provided by the European Money Markets Institute (EMMI). As at the date of this
Prospectus, the EMMI appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant
to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the Benchmarks Regulation).
This Prospectus is to be read and construed in conjunction with all documents which are incorporated herein by reference. See "Documents Incorporated by Reference" of
this Prospectus.
An investment in the Notes involves certain risks. For a description of these risks, see "Risk Factors".
Global Coordinators and Joint Lead Managers
Citigroup
Natixis
Joint Lead Managers
Barclays
BofA Securities
Deutsche Bank
J.P. Morgan

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

IMPORTANT CONSIDERATIONS
This Prospectus is to be read and construed in conjunction with the documents incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference" below) which have
previously been published on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and which 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).
In this Prospectus unless otherwise provided, (i) the Company, the Issuer, AXA and/or AXA SA
refer to AXA, a société anonyme organised under the laws of France which is the publicly traded
parent company of the AXA Group, and (ii) AXA Group and/or the Group and/or we refer to AXA
SA together with its direct and indirect consolidated subsidiaries.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge of the Issuer, the information contained in this Prospectus is in accordance with
the facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than
those contained in this Prospectus in connection with the issue or sale of the Notes and, if given
or made, such information or representation must not be relied upon as having been authorised
by the Issuer or any of the Joint Lead Managers (as defined in "Selling Restrictions"). 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
the Group since the date hereof or that there has been no adverse change in the financial position
of the Issuer or the Group since the date hereof or that any other information supplied in
connection with this Prospectus is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same. For the avoidance
of doubt, the content of the websites mentioned in this Prospectus does not form part of this
Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this
Prospectus refers does not form part of this Prospectus unless that information is incorporated by
reference into the Prospectus and has not been scrutinised or approved by the CSSF.
The Joint Lead Managers have not separately verified the information relating to the Issuer or the
Group contained in this Prospectus. None of the Joint Lead Managers makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of
any of the information relating to the Issuer or the Group in this Prospectus or any responsibility
for any acts or omissions of the Issuer or any other person in connection with the Prospectus or
the issue and offering of Notes. This Prospectus is not intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of the Issuer and
the Joint Lead Managers that any recipient of this Prospectus should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained
in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Joint Lead Managers undertakes to review the financial condition or affairs
of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of
the Joint Lead Managers.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the
Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restriction. The Notes have not been and will not be registered under the Securities Act of 1933,
as amended (the Securities Act) or with any securities regulatory authority of any state or other
jurisdiction of the United States. Notes may not be offered or sold within the United States or to,
2

or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Selling
Restrictions".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Joint Lead Managers to subscribe for, or purchase, any Notes.
This Prospectus may only be used for the purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" or incorporated by reference in this Prospectus. This Prospectus identifies in general
terms certain information that a prospective investor should consider prior to making an investment
in the Notes. However, a prospective investor should conduct its own thorough analysis (including
its own accounting, legal and tax analysis) prior to deciding whether to invest in any Notes as any
evaluation of the suitability for an investor of an investment in the Notes depends upon a
prospective investor's particular financial and other circumstances, as well as on the specific terms
of the Notes and, if it does not have experience in financial, business and investment matters
sufficient to permit it to make such a determination, it should consult its financial adviser on the
suitability of the Notes prior to deciding to make an investment.
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained or incorporated
by reference in this Prospectus or any applicable supplement;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial and other situation, an investment in the Notes and the impact the
Notes will have on its overall investment portfolio;
(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential
Investor's Currency (as defined herein);
(d) understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets and with the regulatory framework applicable to the
Issuer; and
(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations,
or review or regulation by certain authorities. Each potential investor should consult its legal
advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii) the
Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to
its purchase or pledge of any of the Notes. Financial institutions should consult their legal advisors
or the appropriate regulators to determine the appropriate treatment of the Notes under any
applicable risk-based capital or similar rules.
The Notes are complex financial instruments. Sophisticated institutional investors generally
purchase complex financial instruments as part of a wider financial structure rather than as stand
alone investments. They purchase complex financial instruments as a way to reduce risk or
enhance yield with a measured and appropriate addition of risk to their overall portfolios, and only
after performing intensive analysis of all involved risks. A potential investor should not invest in
Notes - which are complex financial instruments - unless it has the expertise (either alone or with
a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting
3

effects on the value of the Notes and the impact this investment will have on the potential investor's
overall investment portfolio.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS The
Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area.
For these purposes, a retail investor means a person who is one (or more) of the following: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (MiFID II);
or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution
Directive), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU)
No 1286/2014, as amended (the PRIIPs Regulation) for offering or selling the Notes or otherwise
making them available to retail investors in the European Economic Area has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in
the European Economic Area may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom (UK). For these purposes,
a retail investor means a person who is one (or more) of the following: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA) and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a distributor) should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
SINGAPORE SFA PRODUCT CLASSIFICATION Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of
Singapore), as modified or amended from time to time (the SFA), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) and "Excluded Investment Products" (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
4

IN CONNECTION WITH THE ISSUE OF THE NOTES, NATIXIS (THE STABILISING MANAGER)
(OR A PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE
OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR A PERSON
ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION
ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE
AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60
CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILISING MANAGER (OR A PERSON ACTING ON BEHALF OF ANY STABILISING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

5

CERTAIN INFORMATION ABOUT THIS PROSPECTUS
The Group's audited consolidated financial statements for the years ended December 31, 2020
and 2019 and AXA's unaudited consolidated interim financial statements for the half-year ended
June 30, 2021 (the Consolidated Financial Statements) are prepared in accordance with
International Financial Reporting Standards (IFRS), as endorsed by the European Union and
published in Euro. Unless otherwise stated, all amounts in this Prospectus are (i) expressed in
Euro, with applicable foreign exchange rates presented on page 40 of the 2020 Universal
Registration Document (as defined under "Documents Incorporated by Reference") and page 15
of the 2021 Half-Year Financial Report, and (ii) presented in millions for convenience. Such
amounts may have been rounded. Rounding differences may exist, including for percentages.
This Prospectus incorporates by reference the Consolidated Financial Statements which are
included in Part 6 of the 2020 Universal Registration Document (as defined under "Documents
Incorporated by Reference") and Part 2 of the 2021 Half-Year Financial Report and have been
prepared in compliance with IFRS and interpretations of the IFRS Interpretations Committee that
are endorsed by the European Union before the balance sheet date with a compulsory date of
January 1, 2020. The Group does not use the "carve out" option allowing it not to apply all hedge
accounting principles required by IAS 39.
All references in this document to U.S. Dollars, USD, U.S.$ and $ refer to the currency of the
United States of America and to Euro, euro, EUR and refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended.
In this Prospectus, unless the contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.

6

FORWARD-LOOKING STATEMENTS
This Prospectus (and the information incorporated by reference therein) may include statements
with respect to future events, trends, plans, expectations or objectives and other forward-looking
statements relating to the Group's future business, financial condition, results of operations,
performance, and strategy. Forward-looking statements are not statements of historical fact and
may contain the terms "may", "will", "should", "continue", "aims", "estimates", "projects", "believes",
"intends", "expects", "plans", "seeks" or "anticipates", or words of similar meaning. Such
statements are based on Management's current views and assumptions and, by nature, involve
known and unknown risks and uncertainties; therefore, undue reliance should not be placed on
them. Actual financial condition, results of operations, performance or events may differ materially
from those expressed or implied in such forward-looking statements, due to a number of factors
including, without limitation, general economic and political conditions and competitive situation;
future financial market performance and conditions, including fluctuations in exchange and interest
rates; frequency and severity of insured loss events, and increases in loss expenses; mortality
and morbidity levels and trends; persistency levels; changes in laws, regulations and standards;
the impact of acquisitions and disposal, including related integration issues, and reorganization
measures; and general competitive factors, in each case on a local, regional, national and/or
global basis. Many of these factors may be more likely to occur, or more pronounced, as a result
of catastrophic events, including weather-related catastrophic events, pandemics events or
terrorist-related incidents. Please refer to Part 5 "Risk factors and risk management" of the 2020
Universal Registration Document for a description of certain important factors, risks and
uncertainties that may affect AXA's business and/or results of operations, particularly in respect
of the COVID-19 crisis. AXA undertakes no obligation to publicly update or revise any of these
forward-looking statements, whether to reflect new information, future events or circumstances or
otherwise, except as required by applicable laws and regulations.
This Prospectus refers to certain non-GAAP financial measures, or alternative performance
measures (APMs), used by Management in analyzing the Group's operating trends, financial
performance and financial position and providing investors with additional information that
Management believes to be useful and relevant regarding the Group's results. These non-GAAP
financial measures generally have no standardized meaning and therefore may not be comparable
to similarly labelled measures used by other companies. As a result, none of these non-GAAP
financial measures should be considered in isolation from, or as a substitute for, the Group's
Consolidated Financial Statements prepared in accordance with IFRS and incorporated by
reference herein. The non-GAAP financial measures used by the Group are defined in the
Glossary set forth on pages 479 to 483 of the 2020 Universal Registration Document and the 2020
French Universal Registration Document, on pages 60 to 67 of the 2021 Half-Year Financial
Report and on pages 63 to 71 of the 2021 French Half-Year Financial Report.

7

TABLE OF CONTENTS
Contents
Page
RISK FACTORS ......................................................................................................................... 9
GENERAL DESCRIPTION OF THE NOTES ............................................................................ 21
DOCUMENTS INCORPORATED BY REFERENCE ................................................................ 32
OVERVIEW OF THE FORM OF THE NOTES .......................................................................... 41
TERMS AND CONDITIONS OF THE NOTES .......................................................................... 43
USE OF PROCEEDS ............................................................................................................... 72
RECENT DEVELOPMENTS .................................................................................................... 73
TAXATION ............................................................................................................................. 108
SELLING RESTRICTIONS .................................................................................................... 109
GENERAL INFORMATION .................................................................................................... 113

8

RISK FACTORS
The Issuer believes that the following factors, together with the risk factors incorporated by reference in
this Prospectus (on pages 212 to 232 of the 2020 Universal Registration Document, see section
"Documents Incorporated by Reference"), may affect its ability to fulfil its obligations under the Notes.
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 occur for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus (including any documents incorporated by
reference herein) and reach their own views prior to making any investment decision.
Words and expressions defined in "Overview of the Form of the Notes" and "Terms and Conditions of the
Notes" shall have the same meanings when used in this section "Risk Factors".
RISK FACTORS RELATING TO THE ISSUER
Please refer to pages 212 to 232 (with the exclusion of the section entitled "Risk related to the ownership
of the Company's shares") of the 2020 Universal Registration Document which are incorporated by
reference in this Prospectus.
RISK FACTORS RELATING TO THE NOTES
The following paragraphs describe the risk factors that the Issuer believes to be material to the Notes to
be issued in order to assess the risks associated with the Notes. Therefore, they do not describe all
potential risks of an investment in the Notes.
Risks related to the structure of the Notes
The Issuer's obligations under the Notes are subordinated
The Issuer's obligations under the Notes will be unsecured and subordinated and will rank junior in priority
of payment to all unsubordinated obligations of the Issuer (including any Senior Notes). Although the Notes
may pay a higher rate of interest than comparable Notes which are not subordinated, there is a real risk
that an investor in the Notes will lose all or some of his investment should the Issuer become insolvent.
The ranking of the Notes will evolve as follows:
Prior to the Existing Subordinated Notes Redemption Date
The Notes and any relative Coupons are direct, unconditional, unsecured and subordinated
obligations of the Issuer and rank pari passu without any preference among themselves and pari
passu with any other existing or future direct, unconditional, unsecured and subordinated
obligations of the Issuer with a specified maturity date (including, without limitation, those which
are expressed to be senior subordinated obligations of the Issuer with a specified maturity date)
and shall be subordinated to all direct, unconditional, unsecured and unsubordinated obligations of
the Issuer (including any Senior Notes), but shall rank in priority to any Undated Subordinated
Notes, any Undated Subordinated Obligations, any prêts participatifs (within the meaning of Articles
L.313-13 et seq. of the French Code monétaire et financier) granted to the Issuer, any titres
participatifs (within the meaning of Articles L.228-36 et seq. of the French Code de commerce)
issued by the Issuer and any Deeply Subordinated Notes issued by the Issuer.
The Notes shall also rank in priority to any class of share capital, whether represented by ordinary
shares or preference shares (actions de préférence) issued by the Issuer.
9

From (and including) the Existing Subordinated Notes Redemption Date
The Notes constitute Ordinary Subordinated Notes. The Notes and any relative Coupons are direct,
unconditional, unsecured and ordinary subordinated obligations of the Issuer and rank pari passu
without any preference among themselves and pari passu with any other Ordinary Subordinated
Obligations, and shall be subordinated to:
-
all direct, unconditional, unsecured and unsubordinated obligations of the Issuer (including
any Senior Notes); and
-
all direct, unconditional, unsecured and subordinated obligations of the Issuer that rank or
are expressed to rank senior to the Ordinary Subordinated Obligations (including, without
limitation, any Senior Subordinated Notes),
in each case outstanding from time to time, but shall rank in priority to any subordinated obligations
of the Issuer that rank or are expressed to rank junior to the Ordinary Subordinated Obligations,
any prêts participatifs granted to the Issuer, any titres participatifs issued by the Issuer and any
Deeply Subordinated Notes issued by the Issuer.
The Notes shall also rank in priority to any class of share capital, whether represented by ordinary
shares or preference shares (actions de préférence), issued by the Issuer.
For the purposes hereof:
Existing Subordinated Note means any note of any of the issues listed in the Terms and Conditions of
the Notes (see "Terms and Conditions of the Notes - Status of the Notes and Subordination"), provided
that should the terms and conditions of the notes of any such issues be amended in any way which would
result in the Issuer being able to issue subordinated notes ranking senior to such issues, then such issues
would, from (and including) the effective date of such amendment, be deemed to no longer constitute an
Existing Subordinated Note.
Existing Subordinated Notes Redemption Date means the first day upon which no Existing
Subordinated Note remains outstanding.
Long-term securities
The Notes are scheduled to be redeemed at par on the Interest Payment Date falling on or nearest to July
10, 2042 (the Scheduled Maturity Date), provided that on such date the Conditions to Redemption and
Purchase are fulfilled, failing which the redemption of the Notes will be postponed (see "Potential
postponement of the Scheduled Maturity Date" below).
The Issuer is under no obligation to redeem the Notes at any time before this time, and the holders of the
Notes have no right to call for their redemption.
Potential postponement of the Scheduled Maturity Date
The Scheduled Maturity Date will be postponed if the Conditions to Redemption and Purchase are not
fulfilled on the Scheduled Maturity Date and the Notes will only be redeemed on the Final Maturity Date,
where the Conditions to Redemption and Purchase are fulfilled.
Therefore, Noteholders may receive their investment back at a later point in time than initially expected.
If the Notes are not redeemed on the Scheduled Maturity Date for the reasons set out above, Noteholders
will subject to any compulsory or optional deferral continue to receive interest but will not receive any
additional compensation for the postponement of the redemption.
Under certain conditions, payments of interest under the Notes may be deferred
In certain cases including where (i) no dividends in any form on ordinary or preference shares of the Issuer
are declared or paid in the six months preceding the Interest Payment Date, (ii) the own funds regulatory
10

Document Outline

#9">RISK FACTORS
#21">GENERAL DESCRIPTION OF THE NOTES
#32">DOCUMENTS INCORPORATED BY REFERENCE
#41">OVERVIEW OF THE FORM OF THE NOTES
#43">TERMS AND CONDITIONS OF THE NOTES
#43">1. INTRODUCTION
#43">2. INTERPRETATION
#49">3. FORM, DENOMINATION AND TITLE
#49">4. STATUS OF THE NOTES AND SUBORDINATION
#52">5. INTEREST
#60">6. PAYMENTS
#61">7. REDEMPTION AND PURCHASE
#67">8. TAXATION
#67">9. PRESCRIPTION
#68">10. ENFORCEMENT EVENTS
#68">11. REPLACEMENT OF NOTES, COUPONS AND TALONS
#68">12. PAYING AGENTS
#69">13. EXCHANGE OF TALONS
#69">14. NOTICES
#69">15. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER
#70">16. FURTHER ISSUES
#70">17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
#70">18. GOVERNING LAW AND SUBMISSION TO JURISDICTION
#72">USE OF PROCEEDS
#73">RECENT DEVELOPMENTS
#94">1 Change in gross revenues is on a comparable basis (constant forex, scope and methodology).
#94">2 The Solvency II ratio is estimated primarily using AXAs internal model calibrated based on an adverse 1/200 years shock. It also includes a theoretical amount for dividends accrued for the first nine months of 2021, based on the full year dividend ...
#94">3 The immediate launch of a share buy-back of up to Euro 1.7 billion is expected to commence on or about November 8, 2021. Recent disposals refer to the disposals announced after December 1, 2020 and include Greece, Malaysia and Singapore. For further...
#94">4 The sale of AXAs 50% shareholding in AXA Gulf and its 34% shareholding in AXA Cooperative Insurance Company (in Saudi Arabia) was closed on September 7, 2021. AXAs 28% shareholding in AXA Green Crescent Insurance Company (in UAE) was closed on Sep...
#94">5 1 Euro = USD 1.1800 as of August 13, 2021 (Source: Bloomberg).
#94">6 AXA Hong KongŽ refers to AXA China Region Insurance Company (Bermuda) Limited and AXA China Region Insurance Company Limited.
#94">7 Price effect is calculated as a percentage of total gross written premiums in the prior year. Price increases on renewals are calculated as a percentage of renewable premiums.
#94">8 General Account. Capital light products are G/A Savings products which, at inception, create more EOF than the economic capital they consume.
#94">9 Revenues of Euro 316 million from the large G/A capital light contract.
#94">10 Life & Savings net flows, APE, NBV, and NBV margin include Health life-likeŽ business.
#94">11 Annual premium equivalent (APE), NBV, and NBV margin are non-GAAP financial measures. APE, NBV, and NBV margin and other non-GAAP financial measures are defined in the Glossary set forth on pages 60 to 67 of the Half-Year 2021 Financial Report.
#94">12 Excludes the contribution from Asian joint ventures, which are consolidated under the equity method.
#94">13 Underlying earnings is a non-GAAP financial measure, or alternative performance measure (APMŽ). A reconciliation from the APM underlying earnings to the most directly reconcilable line item, subtotal or total in the financial statements of the cor...
#108">TAXATION
#109">SELLING RESTRICTIONS
#113">GENERAL INFORMATION
- #116">Conflicts of Interest