Bond AXIA 3.375% ( XS1346228577 ) in EUR

Issuer AXIA
Market price refresh price now   100 %  ▼ 
Country  France
ISIN code  XS1346228577 ( in EUR )
Interest rate 3.375% per year ( payment 1 time a year)
Maturity 05/07/2047



Prospectus brochure of the bond AXA XS1346228577 en EUR 3.375%, maturity 05/07/2047


Minimal amount 100 000 EUR
Total amount 1 500 000 000 EUR
Next Coupon 06/07/2026 ( In 243 days )
Detailed description 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 EUR, with the ISIN code XS1346228577, pays a coupon of 3.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 05/07/2047








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 (the Notes) issued under the 15,000,000,000 Euro Medium Term Note Programme (the Programme) on or
after the date of this Base Prospectus are issued subject to the provisions 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 description 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.
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
Rating Services, a division of the McGraw-Hill Companies, Inc. (S&P), Moody's Investors Service (Moody's) and Fitch Ratings (Fitch) are A+ with
positive outlook, Aa3 with stable 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 positive outlook, A2 with stable 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.
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 8, 2015.

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



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 (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
2



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 or the Group (as
defined below) 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 or the Group 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.
3



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.
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
stabilisation manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any
Stabilisation 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 Stabilisation Manager(s)
(or persons acting on behalf of a Stabilisation 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 Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.

4


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 U.S. 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 8, 2015 (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
5


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.


6


Forward-Looking Statements

FORWARD-LOOKING STATEMENTS
This Base Prospectus (and the information incorporated by reference therein) includes certain terms that
are used by AXA in analyzing its business operations and, therefore, may not be comparable with terms
used by other companies.
Certain statements contained herein are forward-looking statements including, but not limited to,
statements that are predictions of, or indicate, future events, trends, plans or objectives. Undue reliance
should not be placed on such statements because they are by nature subject to known and unknown
risks and uncertainties and can be affected by other factors that could cause actual results and AXA's
plans and objectives to differ materially from those expressed or implied in the forward-looking
statements (or from past results). These risks and uncertainties include, without limitation, the risk of
future catastrophic events including possible future weatherrelated catastrophic events or terrorist
related incidents. Please refer to the section entitled "Risk Factors" for a description of certain important
factors, risks and uncertainties that may affect AXA's business and/or results of perations. 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.

7


Table of Contents

TABLE OF CONTENTS

Page
SUMMARY OF THE PROGRAMME .................................................................................................................... 9
RISK FACTORS .................................................................................................................................................. 25
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 .................................................................................................................................................... 50
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..................................................................... 56
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 57
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 64
FORM OF THE NOTES ...................................................................................................................................... 71
FORM OF FINAL TERMS (LESS THAN 100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY)) ...... 75
FORM OF FINAL TERMS (AT LEAST 100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY)) ......... 90
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 101
USE OF PROCEEDS ........................................................................................................................................ 143
DESCRIPTION OF THE ISSUER ..................................................................................................................... 144
SELECTED CONSOLIDATED FINANCIAL DATA ........................................................................................... 147
RECENT DEVELOPMENTS ............................................................................................................................. 148
TAXATION......................................................................................................................................................... 149
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .......................................... 153
GENERAL INFORMATION ............................................................................................................................... 160


8


Summary of the Programme

The summary below is provided for purposes of the issue by AXA of Notes of a denomination less than
100,000. The issue specific summary relating to this type of Notes will be annexed to the relevant Final
Terms.
SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements" which communication is
required by Annex XXII of the Commission Delegated Regulation (EU) n°486/2012 of March 30, 2012 as
amended by Commission Delegated Regulation (EU) n°862/2012 of June 4, 2012. These elements are
numbered in Sections A - E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for the Notes and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the Element. In
this case a short description of the Element is included in the summary with the mention of "not
applicable".

Section A - Introduction and warnings
A.1
General
This summary must be read as an introduction to the base prospectus dated April 8,
disclaimer
2015 (the Base Prospectus) in connection with the 15,000,000,000 Euro Medium
regarding the
Term Note Programme (the Programme) of AXA. Any decision to invest in the Notes
summary
should be based on a consideration by any investor of the Base Prospectus as a
whole, including any documents incorporated by reference and any supplement from
time to time and, where applicable, the final terms relating to the relevant Notes (the
Final Terms). Where a claim relating to information contained in this Base
Prospectus is brought before a court, the plaintiff investor might, under the national
legislation of the Member State of the European Economic Area, have to bear the
costs of translating this Base Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary, including
any translation thereof, but only if the summary 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 in order to aid investors when considering whether to invest in the
Notes.
A.2
Information
[Consent: Subject to the conditions set out below, the Issuer consents to the use of
regarding the
this Base Prospectus in connection with an offer in circumstances where there is no
consent by the exemption from the obligation under Directive 2003/71/EC as amended (the
Issuer to the
Prospectus Directive) to publish a prospectus (a Non-exempt Offer)] of Notes by
use of the
the [Dealer/Managers][,/and] [names of specific financial intermediaries listed in final
Prospectus
terms,] [and] [each financial intermediary 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] [and any financial intermediary which is authorised to
make such offers under applicable legislation implementing the Markets in Financial
Instruments Directive (Directive 2004/39/EC) and publishes on its website the
following statement (with the information in square brackets being completed with the
relevant information):
9


Summary of the Programme

"We, [insert legal name of financial intermediary], refer to the offer of [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 confirm that we are using the Base Prospectus accordingly."
(each an Authorised Offeror).]
Offer period: The Issuer's consent referred to above is given for Non-exempt Offers
of Notes during [offer period for the issue to be specified here] (the Offer Period).
Conditions to consent: The conditions to the Issuer's consent [(in addition to the
conditions referred to above)] are that such consent (a) is only valid during the Offer
Period; (b) only extends to the use of this Base Prospectus to make Non-exempt
Offers of the relevant Tranche of Notes in the Grand Duchy of Luxembourg and (c)
[specify any other conditions applicable to the Non-exempt Offer of the particular
Tranche, as set out in the Final Terms].
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A
NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND
OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH
AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS
AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED
OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS
AND SETTLEMENT ARRANGEMENTS (THE TERMS AND CONDITIONS OF THE
NON-EXEMPT OFFER). THE ISSUER WILL NOT BE A PARTY TO ANY SUCH
ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE NON-
EXEMPT OFFER OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY,
THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH
INFORMATION. THE TERMS AND CONDITIONS OF THE NON-EXEMPT OFFER
SHALL BE PUBLISHED BY THAT AUTHORISED OFFEROR ON ITS WEBSITE
AT THE RELEVANT TIME. NONE OF THE ISSUER OR ANY DEALER (EXCEPT
WHERE SUCH DEALER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY
RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH
INFORMATION.]

[Not Applicable, the Issuer has not consented to the use of the Base Prospectus by
any other person to resell or place any Notes.]

Section B ­ Issuer
B.1
The legal and
AXA (the Company, the Issuer, AXA and/or AXA SA)
commercial
name of the
Issuer
B.2
The domicile
AXA is a French "société anonyme" (a public company) existing under the laws of
and legal form
France. AXA's registered office is located at 25 avenue Matignon, 75008 Paris,
of the Issuer,
France.
the legislation
under which
the Issuer
10


Document Outline