Bond AXIA 4.5% ( XS1489814340 ) in USD

AXIA

92.13 % ▼

France

XS1489814340 ( in USD )

4.5% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond AXA XS1489814340 en USD 4.5%, maturity Perpetual

200 000 USD

850 000 000 USD

15/03/2026 ( In 130 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 USD, with the ISIN code XS1489814340, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

AXA
18,000,000,000
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 18,000,000,000 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 in bearer or registered form (respectively Bearer Notes and Registered
Notes).
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".
This Base Prospectus has been approved as a base 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 Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only
approves this Base 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 Base Prospectus, in accordance with Article 20
of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operations contemplated by this Base 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 may be made for the period of 12 months from the date of this Base Prospectus (i) 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
and/or (ii) to any other stock exchange for Notes to be issued under the Programme to be admitted to trading and listed on such stock exchange. Notes may also be
unlisted. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU.
This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European
Economic Area (the EEA). The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material
inaccuracy does not apply when this Base Prospectus is no longer valid.
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").
At the date of this Base Prospectus, the insurer financial strength ratings of the Issuer's principal insurance subsidiaries assigned by S&P Global Ratings, acting
through S&P Global Ratings Europe Limited (S&P Global Ratings), Moody's Investors Service Ltd (Moody's) and Fitch Ratings Limited (Fitch) are AA- with Stable
outlook, Aa3 with Stable outlook and AA- with Stable outlook, respectively. The long term debt ratings of the Issuer assigned by S&P Global Ratings, Moody's and
Fitch are A with Stable outlook, A2 with Stable outlook and A with Stable outlook, respectively. The short term debt ratings of the Issuer assigned by S&P Global
Ratings, Moody's and Fitch are A-1, P-1 and F1, respectively. Each of S&P Global Ratings, 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 applicable 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.
Amounts payable under the floating rate notes issued under the Programme may be calculated by reference to EURIBOR, LIBOR, SONIA, EONIA or other reference
rates as indicated in the applicable Final Terms. As at the date of this Base Prospectus, only the administrators of LIBOR - ICE Benchmark Administration Limited
(ICE) - and of EURIBOR - the European Money Markets Institute (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 Benchmark Regulation (Regulation (EU) 2016/1011) (the Benchmark Regulation). As
far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that the administrators of SONIA or EONIA are not
currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence). The applicable Final
Terms will specify the administrator of any benchmark used as a reference under the floating rate notes and whether or not such administrator appears on the above
mentioned register of administrators and benchmarks established and maintained by the ESMA.
Arranger
BNP PARIBAS
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch.
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
ING
J.P. Morgan
Morgan Stanley
NATIXIS
NatWest Markets
RBC Capital Markets
Société Générale Corporate & Investment Banking
UniCredit Bank
The date of this Base Prospectus is October 4, 2019.
1
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

Important considerations
IMPORTANT CONSIDERATIONS
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 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). 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 6.3 of the Prospectus Regulation.
The Issuer 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.
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.
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 Base Prospectus refers does not
form part of this Base Prospectus unless that information is incorporated by reference into the Base
Prospectus and has not been scrutinised or approved by the CSSF.
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. No Dealer
accepts any responsibility for any act or omission of the Issuer or any other person in connection with the
issue and offering of the Notes.
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 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.
2

Important considerations
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, 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, the
United Kingdom, France, Luxembourg, Belgium, Italy, Japan, Hong Kong, Singapore and Switzerland, see
"Subscription and Sale and Transfer and Selling Restrictions".
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.
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.
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 Base 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 below);
(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 own financial and
legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes
can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or
pledge of any Notes. Prospective investors should also consult their own financial and legal advisers
3

Important considerations
about risks associated with an investment in a particular Series of Notes and the suitability of investing in
the Notes in light of their particular circumstances. Financial institutions should consult their legal
advisors or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.
Some 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 - constituting 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 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: (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 2016/97/EU (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 (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.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the
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 target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each Tranche about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer in respect of the relevant Notes is a manufacturer in respect of such Notes, but otherwise neither the
Issuer, nor the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
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, stabilisation may not necessarily occur. 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 cease at any time, but it must end no later than the earlier of thirty (30) days
after the issue date of the relevant Tranche of Notes and sixty (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.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B(1)(C) of the
Securities and Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), unless otherwise
specified in the Final Terms in respect of any Notes, the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that Notes issued under the Programme
are "prescribed capital markets products" (as defined in the CMP Regulations 2018) and Excluded
4

Important considerations
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). This Base
Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers or
the Arranger to subscribe for, or purchase, any Notes.
5

U.S. Information and others
U.S. INFORMATION
This Base Prospectus is being submitted in the United States to a limited number of QIBs for
informational use solely in connection with the consideration of the purchase of certain Notes issued
under the Programme. 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 in reliance on Rule 144A
or any other applicable exemption. 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 therefor (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".
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
unlawful.
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 October 4, 2019 (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
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.
6

U.S. Information and others
CERTAIN INFORMATION ABOUT THIS BASE PROSPECTUS
In this Base Prospectus unless provided otherwise, (i) the Company, the Issuer, AXA and AXA SA
refer to AXA, a société anonyme (a public limited company) organised under the laws of France which is
the publicly traded parent company of the AXA Group, and (ii) AXA Group and the Group and we refer
to AXA SA together with its direct and indirect consolidated subsidiaries.
The Group's audited consolidated financial statements for the year ended December 31, 2018 and 2017
and related notes and AXA's unaudited consolidated interim financial statements for the half-year ended
June 30, 2019 (the Consolidated Financial Statements) are prepared in accordance with International
Financial Reporting Standards (IFRS) and published in Euro. Unless otherwise stated, all amounts in this
Base Prospectus are (i) expressed in Euro, with applicable foreign exchange rates presented on page 33
of the 2018 Registration Document (as defined under "Documents Incorporated by Reference") and
page 8 of the 2019 Half-Year Financial Report (as defined under "Documents Incorporated by
Reference"), and (ii) presented in millions for convenience. Such amounts may have been rounded.
Rounding differences may exist, including for percentages.
This Base Prospectus incorporates by reference the Consolidated Financial Statements which are
included in Part 5 of the 2018 Registration Document (as defined under "Documents Incorporated by
Reference") and in the 2019 Half-Year Financial Report (as defined under "Documents Incorporated by
Reference") 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, 2018. The Group does not use the "carve out" option allowing 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, to Sterling, GBP and £ refer to the currency of the United Kingdom, to Swiss Francs
and CHF refers to the currency of Switzerland, to Japanese Yen and JPY refers to the currency of
Japan 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.

7

Forward-Looking Statements
FORWARD-LOOKING STATEMENTS
This Base 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, or terrorist-related
incidents. Please refer to Part 4 "Risk factors and risk management" of the 2018 Registration
Document for a description of certain important factors, risks and uncertainties that may affect AXA's
business and/or results of operations. 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.
The Base 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 incorporated by reference herein. The non-GAAP financial measures
used by the Group are defined in the Glossary set forth on pages 475 to 479 of the 2018 Registration
Document and on pages 69 to 76 of the 2019 Half-Year Financial Report.
A reconciliation from APMs Adjusted Earnings, Underlying Earnings and Underlying Combined Ratio to
the most directly reconcilable line item, subtotal or total in the financial statements of the corresponding
period is provided on pages 20 to 22 of the 2019 Half-Year Financial Report. APMs Adjusted Return on
Equity and Underlying Earnings per share are reconciled to the financial statements in the table set forth
on page 30 of the 2019 Half-Year Financial Report, and Debt Gearing is reconciled to the financial
statements in the table set forth on page 29 of the 2019 Half-Year Financial Report.
The results of AXA's US segment are presented herein on the basis of IFRS and are not, and should not
be relied upon as representing, the US GAAP results of AXA Equitable Holdings, Inc. (EQH) (including
AllianceBernstein), which, as a US public company, reports in US GAAP in accordance with the rules of
the US Securities and Exchange Commission (SEC). For further information on EQH's financial results
and other public reports please consult the SEC website (www.sec.gov).
8

Table of Contents
TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME.........................................................................................10
RISK FACTORS ................................................................................................................................................ 18
DOCUMENTS INCORPORATED BY REFERENCE.........................................................................................32
FORM OF THE NOTES.....................................................................................................................................39
FORM OF FINAL TERMS .................................................................................................................................43
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................55
USE OF PROCEEDS ......................................................................................................................................105
DESCRIPTION OF THE ISSUER....................................................................................................................106
KEY FIGURES................................................................................................................................................. 116
RECENT DEVELOPMENTS ...........................................................................................................................117
TAXATION....................................................................................................................................................... 121
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .........................................125
GENERAL INFORMATION .............................................................................................................................133
9

General Description of the Programme
GENERAL DESCRIPTION OF THE PROGRAMME
The following General Description does not purport to be complete and is taken from, and is qualified in
its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms.
This General Description constitutes a general description of the Programme for the purposes of Article
25.1(b) of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below
and in the applicable Final Terms shall have the same meanings in this General Description.
Issuer:
AXA
Description:
Euro Medium Term Note Programme
Programme Size:
Up to 18,000,000,000 (or its equivalent in other currencies)
outstanding at any time. The Issuer may increase the amount of the
Programme.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. In addition,
there are certain factors which are material for the purpose of
assessing the risks associated with Notes issued under the
Programme.
Risk factors relating to the Issuer
The Issuer believes that the following risks represent the principal risks
inherent to it:
(i) market-related risks:

negative developments in economic and financial market
conditions, whether on a national, regional or global basis,

changes in interest rates and credit spreads,

fluctuations in currency exchange rates,

inflation or deflation in the Issuer's principal markets,

adverse business and market conditions as well as accounting
rules may impact the amortisation of the Issuer's deferred
acquisition costs, value of business in-force and other
intangibles and/or reduce deferred tax assets and deferred
policyholders participation assets,

adverse experience relative to the methodologies, estimations
and assumptions used by Management in valuing investments
and determining allowances and impairments,
(ii) credit and liquidity-related risks:

adverse capital and credit market conditions,

downgrades in the Issuer's insurer and reinsurer financial
strength and credit ratings,

the financial condition and conduct of the Issuer's
counterparties,
(iii) pricing and underwriting-related risks:

adverse experience relative to the assumptions and judgment
used in setting reserves, developing and pricing products and
calculating industry measures of value,

the occurrence of natural or man-made disasters, including
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