Bond AXIA 5.625% ( XS1004674450 ) in GBP

AXIA

100 % ▲

France

XS1004674450 ( in GBP )

5.625% per year ( payment 1 time a year)

15/01/2054

Prospectus brochure of the bond AXA XS1004674450 en GBP 5.625%, maturity 15/01/2054

100 000 GBP

750 000 000 GBP

16/01/2026 ( In 72 days )

AXA is a French multinational insurance firm offering a wide range of financial and insurance products and services globally, including property and casualty insurance, health insurance, and life insurance.

The Bond issued by AXIA ( France ) , in GBP, with the ISIN code XS1004674450, pays a coupon of 5.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/01/2054

AXA
15,000,000,000
Euro Medium Term Note Programme
This Base Prospectus supersedes all previous offering circulars or base 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 15,000,000,000 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 15,000,000,000 (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" below 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 as amended (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. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instrument Directive 2004/39/EC as amended.
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 below) 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. 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 Programme provides that Notes may be admitted to trading 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 Notes not admitted to trading on any regulated market.
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 A+ with
stable outlook, Aa3 with negative outlook and AA- with negative outlook, respectively. The long term debt ratings of the Issuer assigned by S&P, Moody's
and Fitch are A- with stable 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-2, P-1 and F-1, respectively. Each of S&P, Moody's and Fitch is 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 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
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, 2013.
2

This Base Prospectus (together with all documents which are incorporated herein by reference and
supplements to this Base Prospectus from time to time) constitutes a "base prospectus" for the purposes
of Article 5.4 of Directive 2003/71/EC as amended by Directive 2010/73/EU (the Prospectus Directive).
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 and the Final Terms for each Tranche of Notes issued under the Programme. 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 all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and supplements to this Base
Prospectus from time to time. This Base Prospectus shall be read and construed on the basis that such
documents are incorporated by reference in 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 by reference 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 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 any 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 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), Japan, Singapore, Hong Kong
and Switzerland, 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, 2013 (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.
REFERENCES TO THE ISSUER
In this Base Prospectus unless provided otherwise, (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.
7

Conditions attached to the consent of the Issuer to use the Base Prospectus in Non-exempt Offers
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES WHERE THERE IS
NO EXEMPTION FROM THE OBLIGATION UNDER THE PROSPECTUS DIRECTIVE TO PUBLISH A
PROSPECTUS
Restrictions on Non-exempt Offers of Notes in Relevant Member States where there is no
exemption from the obligation under the Prospectus Directive to publish a prospectus
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This
Base Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes. However, any
person making or intending to make a Non-exempt Offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) may
only do so if this Base Prospectus 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 published in accordance with the Prospectus
Directive, provided that the Issuer has consented to the use of this Base Prospectus in connection with
such offer as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive
(Retail Cascades)" and the conditions attached to that consent are complied with by the person making
the Non-exempt Offer of such Notes.
Save as provided above, neither the Issuer nor any Dealer has authorised, nor does it authorise, the
making of any Non-exempt 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.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Non-exempt Offer, the Issuer accepts responsibility, in the jurisdictions to which the
consent to use the Base Prospectus extends, for the content of this Base Prospectus under Article 6 of
the Prospectus Directive in relation to any person (an Investor) who acquires any Notes in a Non-
exempt Offer made by any person to whom the Issuer has given consent to the use of this Base
Prospectus (an Authorised Offeror) in that connection, provided that the conditions attached to that
consent are complied with by the Authorised Offeror. The consent and conditions attached to it are set
out under "Consent" and "Common Conditions to Consent" below.
None of the Issuer or any Dealer makes any representation as to the compliance by an Authorised
Offeror with any applicable conduct of business rules or other applicable regulatory or securities law
requirements in relation to any Non-exempt Offer and none of the Issuer or any Dealer has any
responsibility or liability for the actions of that Authorised Offeror.
Save as provided below, neither the Issuer nor any Dealer has authorised the making of any Non-
exempt Offer by any offeror and the Issuer has not consented to the use of this Base Prospectus
by any other person in connection with any Non-exempt Offer of Notes. Any Public Offer made
without the consent of the Issuer is unauthorised and neither the Issuer nor any Dealer accepts
any responsibility or liability for the actions of the persons making any such unauthorised offer.
Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
(a)
the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time,
if applicable) in connection with a Non-exempt Offer by the relevant Dealer and by:
(i)
any financial intermediary named as an "Initial Authorised Offeror" in the applicable Final
Terms; and
8

Conditions attached to the consent of the Issuer to use the Base Prospectus in Non-exempt Offers
(ii)
any financial intermediary appointed after the date of the applicable Final Terms and
whose name is published on the Issuer's website (www.axa.com) and identified as an
Authorised Offeror in respect of the relevant Non-exempt Offer;
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable",
the Issuer hereby offers to grant its consent to the use of this Base Prospectus (as supplemented
as at the relevant time, if applicable) in connection with a Non-exempt Offer of Notes by any
financial intermediary which satisfies the following conditions:
(i)
it is authorised to make such offers under applicable legislation implementing the Markets
in Financial Instruments Directive (Directive 2004/39/EC); and
(ii)
it accepts such offer by publishing on its website the following statement (with the
information in square brackets completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes]
(the Notes) described in the Final Terms dated [insert date] (the Final Terms) published
by AXA (the Issuer). We hereby accept the offer by the Issuer of its consent to our use of
the Base Prospectus (as defined in the Final Terms) in connection with the offer of the
Notes in accordance with the Authorised Offeror Terms and subject to the conditions to
such consent, each as specified in the Base Prospectus, and we are using the Base
Prospectus accordingly."
The Authorised Offeror Terms are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of the
Issuer and the relevant Dealer that it will, at all times in connection with the
relevant Non-exempt Offer:
I.
act in accordance with, and be solely responsible for complying with, all
applicable laws, rules, regulations and guidance of any applicable
regulatory bodies (the Rules) from time to time including, without limitation
and in each case, Rules relating to both the appropriateness or suitability
of any investment in the Notes by any person and disclosure to any
potential Investor, and will immediately inform the Issuer and the relevant
Dealer if at any time such financial intermediary becomes aware or
suspects that it is or may be in violation of any Rules and take all
appropriate steps to remedy such violation and comply with such Rules in
all respects;
II.
comply with the restrictions set out under "Subscription and Sale and
Transfer and Selling Restrictions" in this Base Prospectus which would
apply as if it were a Dealer;
III.
ensure that any fee (and any other commissions or benefits of any kind)
received or paid by that financial intermediary in relation to the offer or sale
of the Notes does not violate the Rules and, to the extent required by the
Rules, is fully and clearly disclosed to Investors or potential Investors;
IV.
hold all licences, consents, approvals and permissions required in
connection with solicitation of interest in, or offers or sales of, the Notes
under the Rules, including authorisation under the Financial Services and
Markets Act 2000;
V.
comply with applicable anti-money laundering, anti-bribery, anti-corruption
and "know your client" Rules (including, without limitation, taking
appropriate steps, in compliance with such Rules, to establish and
document the identity of each potential Investor prior to initial investment in
9

Conditions attached to the consent of the Issuer to use the Base Prospectus in Non-exempt Offers
any Notes by the Investor), and will not permit any application for Notes in
circumstances where the financial intermediary has any suspicions as to
the source of the application monies;
VI.
retain Investor identification records for at least the minimum period
required under applicable Rules, and shall, if so requested, make such
records available to the relevant Dealer, the Issuer or directly to the
appropriate authorities with jurisdiction over the Issuer and/or the relevant
Dealer in order to enable the Issuer and/or the relevant Dealer to comply
with anti-money laundering, anti-bribery, anti-corruption and "know your
client" Rules applying to the Issuer and/or the relevant Dealer;
VII.
ensure that no holder of Notes or potential Investor in Notes shall become
an indirect or direct client of the Issuer or the relevant Dealer for the
purposes of any applicable Rules from time to time, and to the extent that
any client obligations are created by the relevant financial intermediary
under any applicable Rules, then such financial intermediary shall perform
any such obligations so arising;
VIII.
co-operate with the Issuer and the relevant Dealer in providing such
information (including, without limitation, documents and records
maintained pursuant to paragraph VI above) upon written request from the
Issuer or the relevant Dealer as is available to such financial intermediary
or which is within its power and control from time to time, together with
such further assistance as is reasonably requested by the Issuer or the
relevant Dealer:
(i)
in connection with any request or investigation by any regulator in
relation to the Notes, the Issuer or the relevant Dealer; and/or
(ii)
in connection with any complaints received by the Issuer and/or the
relevant Dealer relating to the Issuer and/or the relevant Dealer or
another Authorised Offeror including, without limitation, complaints
as defined in rules published by any regulator of competent
jurisdiction from time to time; and/or
(iii)
which the Issuer or the relevant Dealer may reasonably require
from time to time in relation to the Notes and/or as to allow the
Issuer or the relevant Dealer fully to comply with its own legal, tax
and regulatory requirements,
in each case, as soon as is reasonably practicable and, in any event, within
any time frame set by any such regulator or regulatory process;
IX.
during the primary distribution period of the Notes:
(i)
only sell the Notes at the Issue Price specified in the applicable
Final Terms (unless otherwise agreed with the relevant Dealer);
(ii)
only sell the Notes for settlement on the Issue Date specified in the
relevant Final Terms;
(iii)
not appoint any sub-distributors (unless otherwise agreed with the
relevant Dealer and the Issuer);
(iv)
not pay any fee or remuneration or commissions or benefits to any
third parties in relation to the offering or sale of the Notes (unless
otherwise agreed with the relevant Dealer); and
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#1">AXA_Base Prospectus 2013.docx