Bond AXIA 5.125% ( XS1550938978 ) in USD

AXIA

102.62 % ⇌

France

XS1550938978 ( in USD )

5.125% per year ( payment 2 times a year)

17/01/2047

Prospectus brochure of the bond AXA XS1550938978 en USD 5.125%, maturity 17/01/2047

200 000 USD

1 000 000 000 USD

17/01/2026 ( In 73 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.

AXA issued a USD 1,000,000,000 bond (ISIN: XS1550938978) with a 5.125% coupon, maturing on January 17, 2047, trading at 102.62% of par value, minimum trading size of USD 200,000, paying semi-annually.

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 Surveil ance 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) and/or in the United Kingdom. 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 or the United
Kingdom and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies as amended (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 or the United Kingdom 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 one or more "benchmarks" for the purposes of
Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of June 8, 2016 (the Benchmarks Regulation), such as EURIBOR, LIBOR, SONIA,
EONIA or STR or any other reference rate set out in the applicable Final Terms. As at the date of this Base Prospectus, the administrators of LIBOR and EURIBOR
are included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation.
As far as the Issuer is aware, STR and SONIA do not fall within the scope of the Benchmarks Regulation by virtue of Article 2 thereof, such that the administrators of
these benchmarks are not currently required to obtain authorisation/registration. The relevant Final Terms in respect of an issue of floating rate notes may specify the
relevant benchmark, the relevant administrator and whether such administrator appears on the ESMA register referred to above.

Arranger
BNP PARIBAS
Dealers
Barclays
BNP PARIBAS
BofA Securities
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 September 25, 2020.

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 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, 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
3

Important considerations

of any Notes. Prospective investors should also consult their own financial and legal advisers 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 AND UNITED KINGDOM RETAIL
INVESTORS The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area or
in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of the
following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended
(MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution
Directive) where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available
to retail investors in the European Economic Area or in the United Kingdom has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
European Economic Area or in the United Kingdom 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 Solely for the purposes of its obligations pursuant to
sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the SFA) unless otherwise specified in the Final Terms, the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
4

Important considerations

Notes issued under the Programme are "prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded Investment
Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
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 September 25, 2020 (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, 2019 and 2018
and related notes and AXA's unaudited consolidated interim financial statements for the half-year ended
June 30, 2020 (the Consolidated Financial Statements) are prepared in accordance with International
Financial Reporting Standards (IFRS) as endorsed by the European Union and published in Euro. Unless
otherwise stated, all amounts in this Base Prospectus are (i) expressed in Euro, with applicable foreign
exchange rates presented on page 31 of the 2019 Universal Registration Document (as defined under
"Documents Incorporated by Reference") and page 6 of the 2020 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 2019 Universal Registration Document (as defined under "Documents
Incorporated by Reference") and in the 2020 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, pandemic events or terrorist-related incidents. Please refer
to Part 4 "Risk factors and risk management" of the 2019 Universal Registration Document for a
description of certain important factors, risks and uncertainties that may affect AXA's business and/or
results of operations, particularly in respect of the COVID-19 crisis. AXA undertakes no obligation to
publicly update or revise any of these forward-looking statements, whether to reflect new information,
future events or circumstances or otherwise, except as required by applicable laws and regulations.
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 AXA'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 471 to 475 of the 2019 Universal Registration Document and on pages
60 to 67 of the 2020 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 19 to 20 of the 2020 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 26 of the 2020 Half-Year Financial Report. The calculation methodology of the Debt Gearing is
set out on page 22 of the 2020 Half-Year Financial Report.
The results of AXA's US segment are presented on the basis of IFRS and are not, and should not be relied
upon as representing, the US GAAP results of Equitable Holdings, Inc. (EQH)2 (including AB), 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).

2 Formerly known as AXA Equitable Holdings, Inc.
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 ..................................................................................................................................... 40
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 44
USE OF PROCEEDS ....................................................................................................................................... 101
FORM OF FINAL TERMS ................................................................................................................................ 102
DESCRIPTION OF THE ISSUER .................................................................................................................... 115
KEY FIGURES ................................................................................................................................................. 127
RECENT DEVELOPMENTS ............................................................................................................................ 128
TAXATION........................................................................................................................................................ 131
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS ......................................... 135
GENERAL INFORMATION .............................................................................................................................. 142

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 March 14, 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
Legal Entity Identifier
F5WCUMTUM4RKZ1MAIE39
(LEI):
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, continental 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,
10

Document Outline

#1">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 Prog...
#1">The Notes may be issued on a continuing basis to one or more of the dealers specified under General Description of the ProgrammeŽ below and any additional dealer appointed under the Programme from time to time by the Issuer (each, a Dealer and togeth...
#1">An investment in Notes issued under the Programme involves certain risks. For a description of these risks see Risk FactorsŽ.
#1">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...
#1">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...
#1">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) and/or in the United Kingdom. The obligation to supplement this Base Prosp...
#1">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 in...
#1">At the date of this Base Prospectus, the insurer financial strength ratings of the Issuers principal insurance subsidiaries assigned by S&P Global Ratings, acting through S&P Global Ratings Europe Limited (S&P Global Ratings), Moodys Investors Servi...
#1">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. ...
#1">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.
#1">Amounts payable under the floating rate notes issued under the Programme may be calculated by reference to one or more benchmarksŽ for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of June 8, 2016 (the Be...
#1">As far as the Issuer is aware, STR and SONIA do not fall within the scope of the Benchmarks Regulation by virtue of Article 2 thereof, such that the administrators of these benchmarks are not currently required to obtain authorisation/registration. T...
#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 prospectusŽ for the purposes of Article 8 of Regulation (EU) 2017/1129 (the Pro...
#2">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 the information contained in this Base Prospec...
#2">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).
#2">This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see Documents Incorporated by ReferenceŽ below) and supplements to this Base Prospectus from time to time. This Base Prospectus shall be ...
#2">Other than in relation to the documents which are deemed to be incorporated by reference (see Documents Incorporated by ReferenceŽ), the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus unles...
#2">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 comp...
#2">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, i...
#2">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 ...
#2">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...
#3">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 P...
#3">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 th...
#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.
#3">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...
#3">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:
#4">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 instrum...
#4">PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA AND UNITED KINGDOM RETAIL INVESTORS … The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in th...
#4">MIFID II PRODUCT GOVERNANCE / TARGET MARKET … The Final Terms in respect of any Notes will include a legend entitled MiFID II Product GovernanceŽ which will outline the target market assessment in respect of the Notes and which channels for distribut...
#4">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 ...
#4">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 o...
#4">SINGAPORE SFA PRODUCT CLASSIFICATION … Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), as modified or amended from time to time (the SFA) unless ot...
#5">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.
#6">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 th...
#6">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.
#6">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....
#6">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...
#6">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 Prospe...
#6">To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are restricted securitiesŽ within the meaning of the Securities Act, the Issuer has undertaken in a deed poll dated September 25, 2020 (the Deed Poll)...
#6">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 ar...
#7">CERTAIN INFORMATION ABOUT THIS BASE PROSPECTUS
#7">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, ...
#7">The Groups audited consolidated financial statements for the year ended December 31, 2019 and 2018 and related notes and AXAs unaudited consolidated interim financial statements for the half-year ended June 30, 2020 (the Consolidated Financial State...
#7">This Base Prospectus incorporates by reference the Consolidated Financial Statements which are included in Part 5 of the 2019 Universal Registration Document (as defined under Documents Incorporated by ReferenceŽ) and in the 2020 Half-Year Financial ...
#7">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,...
#10">GENERAL DESCRIPTION OF THE PROGRAMME
#18">RISK FACTORS
#18">The Issuer believes that the following factors, together with the risk factors incorporated by reference in this Base Prospectus (on pages 158 to 174 of the 2019 Universal Registration Document and on pages 12 to 13 of the 2020 Half-Year Financial Rep...
#18">In addition, factors which may be material for the purpose of assessing the risks associated with Notes issued under the Programme are also described below.
#18">The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Note...
#18">Words and expressions defined in Form of the NotesŽ and Terms and Conditions of the NotesŽ shall have the same meanings in this section Risk FactorsŽ.
#18">Please refer to pages 158 to 174 (with the exclusion of the section entitled Risk related to the ownership of the Companys sharesŽ) of the 2019 Universal Registration Document and on pages 12 to 13 of the 2020 Half-Year Financial Report which are in...
#18">The following paragraphs describe the risk factors that the Issuer believes to be material to the Notes to be issued in order to assess the risks associated with the Notes. Therefore, they do not describe all potential risks of an investment in the No...
#18">Under French insolvency law and notwithstanding any clause to the contrary, holders of debt securities are automatically grouped into a single assembly of holders (the Assembly) in order to defend their common interests if a preservation procedure (pr...
#18">The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not under a debt issuance programme (such as the Programme) and regardless of their governing law.
#18">The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), draft accelerated safeguard plan (projet de plan de sauvegarde accélérée), draft accelerated financial safeguard plan (projet de plan de sauvegarde financière accélér...
#19">Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities held by the holders expressing a vote). There is no minimum quorum requirement to convene the Assembly.
#19">For the avoidance of doubt, the provisions relating to the meetings of the Noteholders described in Terms and Conditions of the Notes … Meetings of Noteholders, Modification and WaiverŽ set out in this Base Prospectus and the Agency Agreement will no...
#19">The insolvency procedure in France is regulated by the provisions of the French Code de commerce as amended by ordinance n 2014-326 dated March 12, 2014 which govern the common rights, interests and representation of the Noteholders in this context. A...
#19">In addition, the receiver (administrateur judiciaire) is allowed to take into account the existence of voting or subordination agreements entered into by a holder of notes (such as the Subordinated Notes), or the existence or an arrangement providing ...
#19">The Notes being held by or on behalf of Euroclear and Clearstream or DTC, investors will have to rely on the clearing system procedures for transfer, payment and communication with the Issuer
#19">Notes may be deposited with a common depositary for Euroclear and Clearstream or with a custodian for, and registered in the name of a nominee of, DTC. Except in the circumstances described in the Global Notes, investors will not be entitled to receiv...
#19">Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Notes are transferred or other jurisdictions,...
#20">The Terms and Conditions of the Notes are governed by English law or, in the case of Condition 3 paragraphs (a) and (b), French law, in each case, in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any poss...
#20">One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect th...
#20">Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield ...
#21">The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Inves...
#21">Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or pr...
#21">An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be rede...
#21">The redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by the Noteholders. As a consequence, part of the capital invested by the Noteholder may be lost, so that the Noteholder in such case would not receive the t...
#21">The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as th...
#21">In particular, with respect to the Clean-up Call Option, there is no obligation under the Terms and Conditions of the Notes for the Issuer to inform investors if and when the 80 per cent. threshold or any other threshold higher than 80 per cent. has b...
#21">Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.
#21">Interest income on the Floating Rate Notes cannot be anticipated. Due to varying interest income, investors are not able to determine a definite yield of Floating Rate Notes at the time they purchase them, so that their return on investment cannot be ...
#22">The margin on the Floating Rate Note will not change throughout the life of the Notes but there will be adjustments of the reference rate which itself will change in accordance with general market conditions. Accordingly, the market value of the Float...
#22">Notes with variable interest rates may be structured to include caps or floors, or any combination of those features. Such Notes can be volatile investments and their market values may be even more volatile than those for securities that do not includ...
#22">Inverse Floating Rate Notes
#22">Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as EURIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt ...
#22">Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and th...
#22">Where the applicable Final Terms for a Series of Floating Rate Notes specify that the Rate of Interest for such Notes will be determined by reference to an index which is deemed to be a benchmarkŽ (such as, without limitation, EURIBOR and LIBOR), inv...
#22">Regulation (EU) 2016/1011 (the Benchmarks Regulation) was published in the Official Journal of the European Union on June 29, 2016 and most of the provisions of the Benchmarks Regulation have applied since January 1, 2018. The Benchmarks Regulation ap...
#22">Among other things, it (i) requires benchmark administrators to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and to comply with extensive requirements in relation to the a...
#22">The Benchmarks Regulation could have a material impact on any Notes linked to a rate or index deemed to be a benchmarkŽ, in particular, if the methodology or other terms of the benchmarkŽ are changed in order to comply with the requirements of the B...
#23">More broadly, any of the international, national or other proposals for reform or the general increased regulatory scrutiny of benchmarksŽ could increase the costs and risks of administering or otherwise participating in the setting of a benchmarkŽ ...
#23">Whilst alternatives to certain IBORs for use in the bond market (including SONIA (the Sterling Overnight Index Average) for Sterling LIBOR and STR (the Euro Short Term Rate) for Euro LIBOR and EURIBOR and rates that may be derived from SONIA or STR,...
#23">In certain situations in relation to Floating Rate Notes, including the relevant benchmark (or the relevant component part(s) thereof) ceasing to be administered, the fallback arrangements referenced in the preceding paragraph will include the possibi...
#23">(A) the relevant Rate of Interest (or, as applicable, relevant component part thereof) could be set or, as the case may be, determined by reference to a successor rate or an alternative rate (as applicable) determined by an Independent Adviser appoint...
#23">(B) an adjustment spread may be applied to such successor rate or alternative rate (as applicable),
#23">in each such case, with the Independent Adviser acting in good faith and in a commercially reasonable manner, as more fully described in the Terms and Conditions of the Notes.
#23">The use of any successor rate or alternative rate (including with the application of an adjustment spread) is likely to result in Notes initially linked to or referencing the original reference rate performing differently (which may include payment of...
#23">No consent of the Noteholders shall be required in connection with determining any successor rate or alternative rate (as applicable) or any other related adjustments and/or amendments to the terms and conditions of the Notes (or any other document) w...
#23">In certain circumstances, the ultimate fallback for a particular Interest Period, including where no successor or alternative rate (as applicable) is determined, may result in the rate of interest for the last preceding Interest Period being used for ...
#23">This may result in the effective application of a fixed rate for Floating Rate Notes. In addition, due to the uncertainty concerning the availability of successor rates and alternative rates and the involvement of an Independent Adviser, the relevant ...
#23">Any of the above matters or any other significant change to the setting or existence of any relevant rate could affect the ability of the Issuer to meet its obligations under the Floating Rate Notes or could have a material adverse effect on the value...
#24">Investors should consider all of these matters, consult their own independent advisers and make their own assessment about the potential risks imposed by the Benchmarks Regulation reforms, when making any investment decision with respect to the releva...
#24">Investors should be aware that the market continues to develop in relation to risk free rates, such as the Euro short term rate ( STR) and the Sterling Overnight Index Average (SONIA) as reference rates in the capital markets for euro or sterling bond...
#24">The nascent development of the use of STR or SONIA as interest reference rates for bond markets, as well as continued development of STR- or SONIA-based rates for such markets and of the market infrastructure for adopting such rates, could result in...
#24">Interest on Notes which reference a risk-free rate is only capable of being determined shortly prior to the relevant Interest Payment Date. It may be difficult for investors in Notes which reference such risk-free rates to reliably estimate the amount...
#24">Investors should carefully consider how any mismatch between the adoption of such reference rates in the bond, loan and derivatives markets may impact any hedging or other financial arrangements which they may put in place in connection with any acqui...
#24">Investors should be aware that the market might anticipate the disappearance of the Euro Overnight Index Average (EONIA) which is contemplated on or about January 2022 and which could result in reduced liquidity or increased volatility or could otherw...
#24">Interest on Notes which reference EONIA is only capable of being determined shortly prior to the relevant Interest Payment Date. It may be difficult for investors in Notes which reference EONIA to reliably estimate the amount of interest which will be...
#24">The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the...
#25">An investment in Notes, the premium and/or the interest on which is determined by reference to one or more values of interest rates, either directly or inversely, may entail significant risks not associated with similar investments in a conventional d...
#25">The prices at which Zero Coupon Notes, as well as other Notes issued at a substantial discount from their principal amount payable at maturity, trade in the secondary market tend to fluctuate more in relation to general changes in interest rates than ...
#25">Subordinated Notes with a specified maturity date are long-term securities
#25">Subordinated Notes with a specified maturity date are scheduled to be redeemed at their Final Redemption Amount as specified in the applicable Final Terms on the Scheduled Maturity Date, provided that on such date the Conditions to Redemption and Purc...
#25">The Issuer is under no obligation to redeem the Subordinated Notes with a specified maturity date at any time before this time, and the holders of the Subordinated Notes with a specified maturity date have no right to call for their redemption.
#25">Potential postponement of the Scheduled Maturity Date of Subordinated Notes with a specified maturity date
#25">The Scheduled Maturity Date will be postponed if the Conditions to Redemption and Purchase are not fulfilled on the Scheduled Maturity Date and the Subordinated Notes with a specified maturity date will only be redeemed on the Final Maturity Date, whe...
#25">Therefore, holders of such Subordinated Notes may not receive the principal amount invested until after the date initially expected.
#25">If the Subordinated Notes with a specified maturity date are not redeemed on the Scheduled Maturity Date for the reasons set out above, holders of such Subordinated Notes will … subject to any compulsory or optional deferral … continue to receive inte...
#25">Subordinated Notes with no specified maturity date
#25">Subordinated Notes with no specified maturity date are undated securities. Nevertheless, the Subordinated Notes with no specified maturity date may, if applicable, be redeemed at the option of the Issuer, (i) in whole or in part on any applicable call...
#25">The Issuer's obligations under Subordinated Notes will be unsecured and subordinated and will rank junior in priority of payment to all unsubordinated obligations of the Issuer (including Senior Notes). Although the Subordinated Notes may pay a higher...
#26">The ranking of any Subordinated Notes issued under the Programme will evolve as follows:
#26">

ð·
#26">If the Senior Subordinated Notes have a specified maturity date, such Notes constitute Dated Subordinated Notes, and such Notes and any relative Receipts and Coupons are direct, unconditional, unsecured and subordinated obligations of the Issuer and r...
#26">The Dated Subordinated Notes shall also rank in priority to any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer.
#26">If the Senior Subordinated Notes have no specified maturity date, such Notes constitute Undated Subordinated Notes, and such Notes and any relative Receipts and Coupons are direct, unconditional, unsecured and subordinated obligations of the Issuer an...
#26">- all direct, unconditional, unsecured and unsubordinated obligations of the Issuer (including any Senior Notes); and
#26">

ð·
#26">The Senior Subordinated Notes and any relative Receipts and Coupons are direct, unconditional, unsecured and senior subordinated obligations of the Issuer and rank pari passu without any preference among themselves and pari passu with any other Senior...
#26">- all direct, unconditional, unsecured and unsubordinated obligations of the Issuer (including any Senior Notes); and
#26">- subordinated obligations expressed to rank senior to Senior Subordinated Obligations, if any,
#26">in each case outstanding from time to time but shall rank in priority to any Ordinary Subordinated Notes, any Ordinary Subordinated Obligations, any prêts participatifs granted to the Issuer, any titres participatifs issued by the Issuer and any Deepl...
#27">The Senior Subordinated Notes shall also rank in priority to any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer.
#27">

ð·
#27">If the Ordinary Subordinated Notes have a specified maturity date, such Notes constitute Dated Subordinated Notes and Condition 3(b)(i)(x) shall apply to them.
#27">If the Ordinary Subordinated Notes have no specified maturity date, such Notes constitute Undated Subordinated Notes and Condition 3(b)(i)(x) shall apply to them.
#27">

ð·
#27">- all direct, unconditional, unsecured and unsubordinated obligations of the Issuer (including any Senior Notes); and
#27">- all direct, unconditional, unsecured and subordinated obligations of the Issuer that rank or are expressed to rank senior to the Ordinary Subordinated Obligations (including, without limitation, any Senior Subordinated Notes),
#27">The Ordinary Subordinated Notes shall also rank in priority to any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer.
#27">Although Subordinated Notes may pay a higher rate of interest than comparable Notes which are not subordinated, there is an increased risk that an investor in Subordinated Notes will lose all or some of his investment should the Issuer become insolvent.
#27">For the purposes hereof:
#27">Existing Subordinated Note means any note of any of the issues listed in Condition 3(b)(iii), provided that should the terms and conditions of the notes of any such issues be amended in any way which would result in the Issuer being able to issue subo...
#27">Existing Subordinated Notes Redemption Date means the first day upon which no Existing Subordinated Note remains outstanding.
#27">If so specified in the applicable Final Terms and in certain cases including where (i) no dividends in any form on ordinary or preference shares of the Issuer are declared or paid in the six months preceding the interest payment date, (ii) the own fun...
#28">Any deferral of interest payments will be likely to have an adverse effect on the market price of the Subordinated Notes. In addition, as a result of the above provisions of the Subordinated Notes, the market price of the Subordinated Notes may be mor...
#28">Subordinated Notes will be issued with the intention of being eligible as tier twoŽ or tier threeŽ own funds regulatory capital (or, if different, such terminology as is employed to denote such concept by the then Applicable Supervisory Regulations)...
#28">However, the Subordinated Notes may not be redeemed for regulatory reasons prior to the fifth anniversary of the Issue Date, unless (i) the relevant redeemed Subordinated Notes are replaced by other own funds regulatory capital of at least the same qu...
#28">The Subordinated Notes may also be redeemed, exchanged or varied further to a change in the methodology of a Rating Agency as a result of which the equity content of the Subordinated Notes is materially reduced, when compared to that assigned on or ab...
#28">However, the Subordinated Notes may not be redeemed for rating reasons prior to the fifth anniversary of the Issue Date, unless (but only if and to the extent so required or otherwise as provided by the Solvency II Directive and the Applicable Supervi...
#28">Whilst the terms of the exchange or variation are required not to be materially prejudicial to the Noteholders (as a class), there can be no assurance that the Qualifying Securities will not have a significant adverse impact on the price of, and/or ma...
#29">Subordinated Notes will be issued for regulatory capital requirement purposes in accordance with applicable French Solvency II regulations. The Solvency II Directive 2009/138/EC, as amended, was implemented under French law and has entered into force ...
#29">

ð·
#29">

ð·
#29">There continue to be material uncertainties around the impact of the more detailed technical requirements of Solvency II. The new framework covers the definition of own fundsŽ regulatory capital and, accordingly, will set out the features which any c...
#30">The Subordinated Notes may not be redeemed pursuant to Condition 7(b)(i) (where a Redemption Alignment Event has occurred) prior to the fifth anniversary of the Issue Date, unless (i) the relevant redeemed Subordinated Notes are replaced by other own...
#30">Except in circumstances where a Redemption Alignment Event has occurred, the Subordinated Notes may not be redeemed following a Withholding Tax Event pursuant to Condition 7(b)(i) prior to their tenth anniversary of the Issue Date, unless the relevan...
#30">The holders of Subordinated Notes should be aware that the Terms and Conditions of the Subordinated Notes do not contain any events of default provision which means there is no right of acceleration of the Subordinated Notes in the case of non-payment...
#30">Apart from the Programme size limit referred to on the cover page of this Base Prospectus, there is no restriction under the Programme on the amount of unsecured debt which the Issuer may issue or guarantee. The Issuer and its subsidiaries and affilia...
#30">Holders of Subordinated Notes waive any right of set-off, compensation and retention in relation to such Subordinated Notes. As a result, holders of Subordinated Notes will not at any time be entitled to set-off the Issuer's obligations under the Subo...
#30">In relation to any issue of Bearer Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not...
#31">If definitive Notes are issued, Noteholders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.
#32">DOCUMENTS INCORPORATED BY REFERENCE
#32">The following documents which have previously been published or are published simultaneously with this Base Prospectus are incorporated by reference in, and form part of, this Base Prospectus:
#32">(i) the Issuer's 2019 universal registration document (being the English translation of the Issuer's Document denregistrement universel filed with the French Autorité des marchés financiers (the AMF) on March 19, 2020 with filing number D.20-0142) (t...
#32">(ii) the Issuer's 2018 registration document (being the English translation of the Issuer's Document de référence filed with the French Autorité des marchés financiers (the AMF) on March 11, 2019 with filing number D.19-0130) (the 2018 Registration Do...
#32">(iii) the Issuer's audited Consolidated Financial Statements for the financial years ended December 31, 2019 and 2018 included respectively in the Issuer's 2019 Document denregistrement universel and 2018 Document de référence filed with the AMF (res...
#32">(iv) the half-year financial report, including the unaudited condensed consolidated interim financial statements of the Issuer for the six months ended June 30, 2020 (being an English translation of the Issuers 2020 Rapport Financier Semestriel, the ...
#32">(v) the unaudited consolidated interim financial statements of the Issuer for the six months period ended June 30, 2020 included in the Issuers 2020 Rapport Financier Semestriel (the 2020 French Half-Year Financial Report).
#32">Following the publication of this Base Prospectus, supplements may be prepared from time to time by the Issuer and approved by the CSSF in accordance with Article 23 of the Prospectus Regulation. Statements contained in any such supplement (or contain...
#32">Copies of documents incorporated by reference in this Base Prospectus are available on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Issuer's 2019 and 2018 Registration Documents and 2019 and 2018 French Registration Documents, 202...
#32">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F913d1869-3d11-4eb2-b013-4caedb747fab_axa-ddr2018b-en.pdf
#32">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F033396f7-b669-49f1-8f68-6394863fee48_axa-ddr2018-fr-pdf-e-accessible_06.pdf
#32">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F90abd6c7-80c4-48ef-84bf-1d038670d9b7_axa-urd2019-en.pdf
#33">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F8175a56e-c76b-40f3-8edf-1defd029156f_axa_urd_2019_vf.pdf
#33">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F47b47783-ddd1-47c3-912f-bc6e318ebbb3_axa_half_year_2020_financial_report.pdf
#33">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F3321513b-f9df-481f-8901-d701c46322c7_axa_rapport_financier_semestriel_2020.pdf
#33">The non incorporated parts of the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus and are either not relevant for the investors or covered elsewhere in this Base Prospectus.
#33">Any documents themselves incorporated by reference in the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus.
#33">The Issuer will, in the event of there being any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of the Notes, prepare if appropriate a supple...
#40">FORM OF THE NOTES
#40">The Notes of each Series will be in either bearer form (Bearer Notes), with or without receipts, interest coupons and talons attached, or registered form (Registered Notes), without receipts, interest coupons and talons attached. Bearer Notes will be ...
#40">Each Tranche of Bearer Notes will be initially issued in the form of either a temporary bearer global note (a Temporary Bearer Global Note) or, if so specified in the applicable Final Terms, a permanent bearer global note (a Permanent Bearer Global No...
#40">Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation...
#40">On and after the date (the Exchange Date) which, in respect of each Tranche in respect of which a Temporary Bearer Global Note is issued, is 40 days after the Temporary Bearer Global Note is issued, interests in such Temporary Bearer Global Note will ...
#40">Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note will be made through Euroclear and/or Clearstream (against presentation or surrender (as the case may be) of the Permanent Bearer Global Note if the Perman...
#40">The applicable Final Terms will specify that a Permanent Bearer Global Note will be exchangeable (free of charge), in whole but not in part, for Definitive Bearer Notes with, where applicable, receipts, interest coupons and talons attached upon the oc...
#41">The following legend will appear on all Permanent Bearer Global Notes and Definitive Bearer Notes which have an original maturity of more than 365 days and on all receipts and interest coupons relating to such Notes where TEFRA D is specified in the a...
#41">The U.S. Internal Revenue Code sections referred to above provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes, receipts or interest coupons and will not be entitled to capital gains trea...
#41">Notes which are represented by a Bearer Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, as the case may be.
#41">The Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will be sold to non-U.S. persons outside the United States, will initially be represented by a global note in registered form, without receipts, interest coupons ...
#41">The Registered Notes of each Tranche may only be offered and sold in the United States or to U.S. persons in private transactions to QIBs. The Registered Notes of each Tranche sold to QIBs will be represented by a global note in registered form, witho...
#41">Persons holding beneficial interests in Registered Global Notes will be entitled or required, as the case may be, under the circumstances described below, to receive physical delivery of definitive Notes in fully registered form.
#41">The Registered Global Notes will be subject to certain restrictions on transfer set forth therein and will bear legends regarding such restrictions.
#41">Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in the absence of provision to the contrary, be made to the person shown on the Register (as defined in Condition 6) as the registered holder of the R...
#42">Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form will, in the absence of provision to the contrary, be made to the persons shown on the Register on the relevant date immediately preceding the du...
#42">Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for Definitive Registered Notes without receipts, interest coupons or talons attached only upon the occurrence of an Exchange Event. For these purpo...
#42">Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, be transferred to a person who wishes to hold such interests in another Registered Global Note. No beneficial owner of an interest in a Registered Globa...
#42">Pursuant to the Agency Agreement (as defined under Terms and Conditions of the NotesŽ), the Principal Paying Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of No...
#42">For so long as the Notes are represented by a Bearer Global Note or a Regulation S Global Note held on behalf of Euroclear and/or Clearstream, each person (other than Euroclear or Clearstream) who is for the time being shown in the records of Euroclea...
#43">So long as DTC or its nominee is the registered owner or holder of a Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes ...
#43">Any reference herein to Euroclear and/or Clearstream and/or DTC shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.
#44">TERMS AND CONDITIONS OF THE NOTES
#44">The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant au...
#44">This Note is one of a Series (as defined below) of Notes issued by AXA (the Issuer) pursuant to the Agency Agreement (as defined below).
#44">References herein to the Notes shall be references to the Notes of this Series and shall mean:
#44">The Notes, the Receipts (as defined below) and the Coupons (as defined below) are issued pursuant to an amended and restated agency agreement dated September 25, 2020 (the Agency Agreement as the same may be amended, restated and/or supplemented from ...
#44">Interest bearing Definitive Bearer Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any referen...
#44">The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which complete these Terms and Conditions (the Conditions) for the purposes of this Note. References to th...
#44">Any reference to Noteholders or holders in relation to any Notes shall mean (in the case of Bearer Notes) the holders of the Notes and (in the case of Registered Notes) the persons in whose name the Notes are registered and shall, in relation to any N...
#45">As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consoli...
#45">The Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of the Deed of Covenant (the Deed of Covenant) dated September 25, 2020 and made by the Issuer. The original of the Deed of Covenant is held by the common depositary...
#45">Copies of the Agency Agreement, a deed poll (the Deed Poll) dated September 25, 2020 and made by the Issuer and the Deed of Covenant are available for inspection during normal business hours at the specified office of each of the Principal Paying Agen...
#45">Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of i...
#45">The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may...
#45">This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note (all as defined below) or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. In the case of any Notes admitted to t...
#45">This Note may also be a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms.
#45">Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable.
#45">Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer and any Ag...
#46">For so long as the Notes are represented by a Bearer Global Note or a Regulation S Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream) who is f...
#46">For so long as the Depository Trust Company (DTC) or its nominee is the registered owner or holder of a Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Regis...
#46">Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, as the case may be.
#46">Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or Clearstream, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behal...
#46">Subject as provided in paragraphs (e), (f) and (g) below, upon the terms and subject to the conditions set forth in the Agency Agreement, a Registered Note in definitive form may be transferred in whole or in part (in the authorised denominations set ...
#47">In the event of a partial redemption of Notes under Condition 7, the Issuer shall not be required to register the transfer of any Registered Note, or part of a Registered Note, called for partial redemption.
#47">Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer may require the p...
#47">Prior to expiry of the Distribution Compliance Period, transfers by the holder of, or of a beneficial interest in, a Regulation S Global Note to a transferee in the United States or who is a U.S. person will only be made:
#47">In the case of (i) above, such transferee may take delivery through a Legended Note in a global or definitive form. After expiry of the Distribution Compliance Period (i) beneficial interests in Regulation S Global Notes may be held through DTC direct...
#48">Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for removal of the Legend, the Registrar shall deliver only Legended Notes or refuse to remove such Legend, as the case may be, unless there is delivered to the Iss...
#48">In this Condition, the following expressions shall have the following meanings:
#48">Bearer Global Note means a Bearer Note represented by a Global Note;
#48">Distribution Compliance Period means the period that ends 40 days after the completion of the distribution of each Tranche of Notes;
#48">Legended Note means Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A; Legend shall be interpreted accordingly;
#48">QIB means a qualified institutional buyerŽ within the meaning of Rule 144A;
#48">Registered Global Note means any Rule 144A Global Note or Regulation S Global Note (and any reference to Registered Global NotesŽ shall be construed as a reference to Rule 144A Global Notes and/or Regulation S Global Notes, as the context requires);
#48">Regulation S means Regulation S under the Securities Act;
#48">Regulation S Global Note means a Registered Global Note representing Notes sold outside the United States in reliance on Regulation S;
#48">Rule 144A Global Note means a Registered Global Note representing Notes sold in the United States or to, or for the account or benefit of, U.S. persons to QIBs; and
#49">If the Notes are expressed to be Senior Notes, the Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations req...
#49">Subordinated Notes comprise Senior Subordinated Notes and Ordinary Subordinated Notes (each as defined below).
#49">If the Notes are expressed to be Senior Subordinated Notes, the status of the Notes will be as follows:
#49">Condition 3(b)(i)(x) below will apply for so long as any Existing Subordinated Note (as defined in sub-paragraph (iii) below) is outstanding. From (and including) the first day upon which no Existing Subordinated Note remains outstanding (the Existing...
#49">If the Senior Subordinated Notes have a specified maturity date, such Notes constitute Dated Subordinated Notes, and such Notes and any relative Receipts and Coupons are direct, unconditional, unsecured and subordinated obligations of the Issuer and r...
#49">The Dated Subordinated Notes shall also rank in priority to any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer.
#49">If the Senior Subordinated Notes have no specified maturity date, such Notes constitute Undated Subordinated Notes, and such Notes and any relative Receipts and Coupons are direct, unconditional, unsecured and subordinated obligations of the Issuer an...
#50">U(y) From (and including) the Existing Subordinated Notes Redemption Date
#50">The Senior Subordinated Notes and any relative Receipts and Coupons are direct, unconditional, unsecured and senior subordinated obligations of the Issuer and rank pari passu without any preference among themselves and pari passu with any other exist...
#50">The Senior Subordinated Notes shall also rank in priority to any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer.
#50">If the Notes are expressed to be Ordinary Subordinated Notes, the status of the Ordinary Subordinated Notes will be as follows:
#50">Condition 3(b)(ii)(x) below will apply for so long as any Existing Subordinated Note is outstanding. From (and including) the Existing Subordinated Notes Redemption Date, Condition 3(b)(ii)(y) will automatically replace and supersede Condition 3(b)(ii...
#50">U(x) Prior to the Existing Subordinated Notes Redemption Date
#50">If the Ordinary Subordinated Notes have a specified maturity date, such Notes constitute Dated Subordinated Notes and Condition 3(b)(i)(x) shall apply to them.
#50">If the Ordinary Subordinated Notes have no specified maturity date, such Notes constitute Undated Subordinated Notes and Condition 3(b)(i)(x) shall apply to them.
#50">U(y) From (and including) the Existing Subordinated Notes Redemption Date
#51">The Ordinary Subordinated Notes shall also rank in priority to any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer.
#52">Where redenomination is specified in the applicable Final Terms as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Principal Paying Agent, Euroclear and ...
#52">The election will have effect as follows:
#54">In the Conditions, the following expressions have the following meanings:
#54">Established Rate means the rate for the conversion of the Specified Currency (including compliance with rules relating to rounding in accordance with applicable European Community regulations) into Euro established by the Council of the European Union...
#54">Euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty;
#54">Redenomination Date means (in the case of interest bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to ...
#54">Relevant Notes means all Notes where the applicable Final Terms provide for a minimum Specified Denomination in the Specified Currency which is equivalent to at least 100,000 and which are admitted to trading on a regulated market in the European Eco...
#54">Treaty means the Treaty establishing the European Community, as amended.
#54">Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest payable in arrear on the Interest Payment Date(s) in each year and up to (and including) the Maturity Dat...
#54">If the Notes are Definitive Bearer Notes, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period (as defined below) ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of i...
#55">Except in the case of Notes which are Definitive Bearer Notes where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:
#55">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5(a):
#56">In the Conditions:
#56">Determination Period means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the p...
#56">sub-unit means, with respect to any currency other than Euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to Euro, means one cent.
#56">Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:
- #61">EONIA
- #78">(A) the own funds regulatory capital (or, if different, whatever terminology is employed to denote such concept by the then Applicable Supervisory Regulations) of the Issuer and/or the Group is not sufficient to cover its capital requirements (includi...
- #78">(B) the Relevant Supervisory Authority has notified the Issuer that it has determined, in view of the financial condition of the Issuer, that in accordance with the then Applicable Supervisory Regulations at such time, the Issuer must take specified a...
#80">Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in any jurisdiction (whether by operation of law or agreement of the Issuer) and (ii) any withholding or deduction required pursuant to an agreeme...
#80">Payments of principal in respect of Definitive Bearer Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of...
#80">Payments of instalments of principal (if any) in respect of Definitive Bearer Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, i...
#80">Fixed Rate Notes in definitive bearer form (other than Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to...
#80">Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date in the case of Senior Notes, the Final Maturity Date in the case of Subordinated Notes with a specified maturity date or any redemption date in th...
#80">Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case ...
#81">If the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement ...
#81">Payments of principal and interest (if any) in respect of Notes represented by any Global Note in bearer form will (subject as provided below) be made in the manner specified above in relation to Definitive Bearer Notes and otherwise in the manner spe...
#81">Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Registered Note (whether or not in global form) will be made against presentation and surrender (or, in the case of part payment of any sum du...
#81">Payments of interest and payments of instalments of principal (other than the final instalment) in respect of each Registered Note (whether or not in global form) will be made in the Specified Currency on the relevant due date to the holder (or the fi...
#82">All amounts payable to DTC or its nominee as registered holder of a Global Note in registered form in respect of Notes denominated in a Specified Currency other than U.S. Dollars shall be paid by transfer by the Registrar to an account in the relevant...
#82">None of the Issuer or the Agents will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or revi...
#82">The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note in respect of eac...
#82">Notwithstanding the foregoing provisions of this Condition 6, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. Dollars, such U.S. Dollar payments of principal and/or interest in respect of such Notes will be mad...
#82">If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further i...
#83">Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable:
#83">Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8.
#83">The Notes may not be redeemed or purchased other than in accordance with this Condition 7 or Condition 10.
#84">Subordinated Notes with no specified maturity date are undated obligations of the Issuer and have no fixed maturity date, but may be redeemed early at the option of the Issuer under certain circumstances set out below.
#86">If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 14 not less than fifteen (15) nor more than thirty (30) days' notice the Issuer will, upon the expiry of such not...
#86">To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, deliver such Note, or evidence satisfactory to the Agent concerned that this Note wil...
#86">Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream given by a holder of any Note pursuant to this paragraph (d) shall be irrevocable except where prior to the due date of redemption an Event of...
#86">In the case of Subordinated Notes, there will be no redemption at the option of the Noteholders.
#86">If "Clean-up Call Option" is specified as applicable in the applicable Final Terms, in the event that at least 80 per cent. or any other percentage higher than 80 per cent. as specified in the applicable Final Terms (the Clean-up Percentage) of the in...
#87">In respect of Senior Notes only, if "Residual Maturity Call Option" is specified as applicable in the applicable Final Terms, the Issuer may, at its option (without any requirement for the consent or approval of the Noteholders), at any time as from t...
#87">Upon the occurrence of a Regulatory Event (as defined below) with respect to any Subordinated Notes on or after the Issue Date, the Issuer may, as an alternative to paragraph (i) above, on any Interest Payment Date, without the consent of the Notehold...
#88">Any such exchange or variation shall be binding on the Noteholders and shall be notified to them in accordance with Condition 14 as soon as practicable thereafter.
#88">Any such exchange or variation shall be binding on the Noteholders and shall be notified to them in accordance with Condition 14 as soon as practicable thereafter.
#88">Upon the occurrence of an Accounting Event with respect to any Subordinated Notes, such Subordinated Notes will be redeemable in whole, but not in part, at any time, at the option of the Issuer having given not less than fifteen (15) nor more than thi...
#88">Before the publication of any notice of redemption pursuant to this Condition 7, the Issuer shall deliver to the Principal Paying Agent a certificate signed by a Director of the Issuer stating that the Issuer is entitled to effect such redemption and ...
#88">Any redemption or purchase of the Subordinated Notes is subject to the conditions (in addition to others as described herein) that (i) the Issuer has obtained the Prior Approval of the Relevant Supervisory Authority, (ii) no Regulatory Deficiency has ...
#89">Should a Regulatory Deficiency or an Insolvent Insurance Affiliate Winding-up occur after a notice for redemption has been given to the Noteholders, such redemption notice shall become automatically void and notice of such fact shall be given promptly...
#89">Notwithstanding that a Regulatory Deficiency may have occurred and be continuing on the date due for redemption or purchase, or if such redemption or purchase would of itself cause a Regulatory Deficiency, the Subordinated Notes may still be redeemed ...
#89">Notwithstanding that an Insolvent Insurance Affiliate Winding-up may have occurred and be continuing on the date due for redemption or purchase, the Subordinated Notes may still be redeemed or purchased on such date to the extent permitted under, and ...
#89">The Subordinated Notes may not be redeemed or purchased pursuant to Conditions 7(e), (h), (i) above and (n)(ii) below prior to the fifth anniversary of the Issue Date or (if any further Tranche(s) of the Subordinated Notes has or have been issued purs...
#89">The Subordinated Notes may not be redeemed pursuant to Condition 7(g) prior to the fifth anniversary of the Issue Date or (if any further Tranche(s) of the Subordinated Notes has or have been issued pursuant to Condition 16 and consolidated to form a ...
#90">The Subordinated Notes may not be redeemed pursuant to Condition 7(b)(i) (where a Redemption Alignment Event has occurred) or Condition 7(b)(ii) prior to the fifth anniversary of the Issue Date or (if any further Tranche(s) of the Subordinated Notes h...
#90">Except in circumstances where a Redemption Alignment Event has occurred, the Subordinated Notes may not be redeemed following a Withholding Tax Event pursuant to Condition 7(b)(i) prior to the tenth anniversary of the Issue Date or (if any further Tra...
#90">Accounting Event means that an opinion of a recognised accountancy firm of international standing has been delivered to the Issuer and the Principal Paying Agent, stating that as a result of any change in, or amendment to, the Applicable Accounting St...
#90">Applicable Accounting Standards means the International Financial Reporting Standards (IFRS), as applicable at the relevant dates and for the relevant periods, or other accounting principles generally accepted in France (or if the Issuer becomes domic...
#91">Call Option Date has the meaning ascribed to it in Condition 7(f);
#91">Clean-up Percentage has the meaning ascribed to it in Condition 7(e);
#91">Conditions to Redemption and Purchase has the meaning ascribed to it in Condition 7(j);
#91">Final Redemption Amount means the amount specified as such in the applicable Final Terms, being at least 100 per cent. of the nominal value of the Notes;
#91">Insolvent Insurance Affiliate Winding-up means:
#91">(i) the winding-up of any Insurance Undertaking or Reinsurance Undertaking within the Group; or
#91">(ii) the appointment of an administrator of any Insurance Undertaking or Reinsurance Undertaking within the Group,
#91">in each case, where the Issuer has determined, acting reasonably and in consultation with the Relevant Supervisory Authority, that the assets of that Insurance Undertaking or Reinsurance Undertaking within the Group may or will not be sufficient to me...
#91">Insurance Undertaking has the meaning ascribed to it in the Solvency II Directive;
#91">Optional Redemption Amount means the amount specified as such in the applicable Final Terms;
#91">Qualifying Securities means securities that:
#91">Rating Methodology Event will be deemed to occur upon a change in the methodology of a Rating Agency (or in the interpretation of such methodology) as a result of which the equity content previously assigned by such Rating Agency to the Subordinated N...
#92">Regulatory Event will occur if, on or after the Issue Date, the Relevant Supervisory Authority has notified the Issuer:
#92">(i) that under the then Applicable Supervisory Regulations, the Subordinated Notes (in whole or in part) would not be treated, for the purposes of the determination of the Issuers and/or the Groups regulatory capital (including for the purpose of an...
#92">(ii) that under the then Applicable Supervisory Regulations, the Subordinated Notes (in whole or in part) no longer fulfil the requirements in order to be treated, for the purposes of the determination of the Issuers and/or the Groups regulatory cap...
#93">For the purpose of paragraphs (b), (e), (f), (g)(i), (h)(i) and (j) above and Condition 10, (i) each Note other than a Zero Coupon Note will be redeemed at the Early Redemption Amount specified in the applicable Final Terms or, if not specified in the...
#93">Early Redemption Amount = RP x (1 + AY)Py
#93">where:
#93">RPŽ means the Reference Price (as specified in the applicable Final Terms)
#93">AYŽ means the Accrual Yield expressed as a decimal; and
#93">yŽ is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of thirty (30) days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excludin...
#93">Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (l) above.
#93">Subject as otherwise provided in these Conditions, the Issuer or any subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are pu...
#93">All Notes which are redeemed or purchased for cancellation by the Issuer shall be cancelled forthwith, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all unexchanged Talons to the Princ...
#94">If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c), (d), (e) or (f) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or r...
#94">All payments of principal, interest and other assimilated revenues by or on behalf of the Issuer in respect of the Notes, Receipts or Coupons shall be made free and clear of, and without withholding or deduction for, any present or future taxes, dutie...
#94">If French law should require that any payments in respect of the Notes, Receipts or Coupons be subject to withholding or deduction with respect to any present or future taxes, duties, assessments or other governmental charges whatsoever imposed or lev...
#95">The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless presented for payment within a period of ten (10) years (in the case of principal) and five (5) years (in the case of interest) after the Relevant Date (as ...
#95">There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition 9 or Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).
#95">If any one or more of the following events (each an Event of Default) shall occur with respect to any Senior Note:
#96">In the case of Subordinated Notes and in accordance with Condition 3(b), if any judgment shall be issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, then the Subordinated Not...
#96">Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes, Receipts or Coupons) or the Registrar (in the case of Re...
#96">The names of the initial Agents and their initial specified offices are set out below.
#96">The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint additional or other Agents and/or approve any change in the specified office through which any Agent acts, provided that:
#96">In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the cas...
#96">In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains pr...
#97">As used herein:
#97">FATCA Compliant FFI means a Participating FFIŽ, a deemed-compliant FFIŽ, as such terms are defined pursuant to Sections 1471 through 1474 of the Code and any regulations thereunder or official interpretations thereof or any person that can receive p...
#97">FATCA Noncompliant Financial Institution means a foreign financial institution (FFI) that, as from the effective date of any rules requiring withholding on passthru paymentsŽ (as such terms are defined pursuant to Sections 1471 through 1474 of the Co...
#97">On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying A...
#97">All notices regarding the Bearer Notes will be deemed to be validly given if published (i) in a leading English language daily newspaper of general circulation in London and (ii) if and for so long as the Bearer Notes are admitted to trading on, and l...
#97">All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in t...
#97">Until such time as any definitive Notes are issued, there may, so long as any Global Note representing the Notes is held in its entirety on behalf of Euroclear and/or Clearstream and/or DTC, be substituted for publication as described in the first par...
#98">Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Principal Paying Agent (in the case of Bearer Notes) or the Regist...
#98">The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined below) of a modification of the Notes, the Receipts,...
#98">The Principal Paying Agent and the Issuer may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:
#98">If the Notes are Subordinated Notes, any modifications of any of the Conditions shall be subject to the Prior Approval of the Relevant Supervisory Authority.
#98">Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.
#99">For the avoidance of doubt, (i) any exchange or variation of the Subordinated Notes in connection with the occurrence of a Regulatory Event or a Rating Methodology Event shall be made in accordance with Conditions 7(g)(ii) or 7(h)(ii) only, and (ii) a...
#99">In the event of any such consolidation, the Issuer may, without the consent of the Noteholders, provide for additional, and/or substitute denominations of such Notes.
#99">Notice of any such consolidation and/or provision of additional or substitute denominations will be given to the Noteholders in accordance with Condition 14.
#99">No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
#99">The Agency Agreement, the Deed of Covenant, the Deed Poll, the Notes, the Receipts and the Coupons and any non-contractual obligations arising out of or in connection with the Agency Agreement, the Deed of Covenant, the Deed Poll, the Notes, the Recei...
#99">The Issuer irrevocably agrees, for the benefit of the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Notes, the Receipt...
#99">The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. To the extent allowed by law, the Noteholders, the Receiptholders and the Couponholders may take any suit, action or proceedi...
#100">The Issuer appoints AXA UK plc at its principal office at 5 Old Broad Street, London EC2N 1AD as its agent for service of process, and undertakes that, in the event of AXA UK plc ceasing so to act or ceasing to be registered in England, it will appoin...
#101">USE OF PROCEEDS
#101">The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes. If, in respect of any particular issue there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.
#102">FORM OF FINAL TERMS
#102">(Include whichever of the following apply or specify as Not ApplicableŽ (N/A). Note that the numbering should remain as set out below, even if Not ApplicableŽ is indicated for individual paragraphs (in which case the subparagraphs of the paragraphs ...
#115">DESCRIPTION OF THE ISSUER
#115">AXA is a French société anonymeŽ existing under the laws of France. The legal and commercial name of the Issuer is AXA. AXAs registered office is located at 25 avenue Matignon, 75008 Paris, France and its telephone number is +33 (0) 1 40 75 57 00. A...
- #115">Business overview
#115">AXA is the holding company of the AXA Group, a worldwide leader in insurance, with total assets of 781 billion for the year ended December 31, 2019.
#115">AXA operates in seven segments (France, Europe, Asia, AXA XL, the United States, International and Transversal & Central Holdings) and offers a broad range of Life & Savings, Property & Casualty, Health, Asset Management and Banking products and exper...
#115">France
#115">Products and services
#115">AXA offers in France a full range of insurance products, including Life & Savings, Property & Casualty and Health. Its offering covers a broad range of products including motor, household, property and general liability insurance, banking, savings veh...
#115">In addition, leveraging on its product and distribution expertise, AXA France is developing an Employee Benefit proposition internationally to individuals, corporates and other institutions.
#115">New product initiatives
#115">In line with both the Payer-to-PartnerŽ and Ambition 2020 strategic orientations, AXA France has launched several new product initiatives in 2019 spread across Life & Savings and Property & Casualty segments.
#115">In Life & Savings, AXA France has commercialized a new pension savings product called Plan dÉpargne RetraiteŽ (PER) to comply with the PACTE law (Plan dAction pour la Croissance et la Transformation de lEntrepriseŽ) that came into force in Octobe...
#115">The latter offers transparency and flexibility, especially the availability of funds before retirement and the choice between cash or annuity settlement.
#115">In Property & Casualty, AXA France created a legal protection website - dailydroits.frŽ - on which customers can get legal advice. For simple matters, advice is provided, free-of-charge, by a chatbot nurtured by AXA Protection Juridiques legal exper...
#115">In household and in partnership with AXA Partners, AXA France has launched a service platform called Mes TravauxŽ where retail clients can seek help from AXAs network of professionals in order to accomplish various types of house reparations or reno...
#116">AXA France also redesigned its motor product renamed Mon AutoŽ. A modular and flexible offering has been put in place, spread across a set of packages and options. The latter reflects the ability to meet customers needs while maintaining attractive ...
#116">AXA Partners is collaborating with the Swedish Public Employment Service (Arbetsförmedlingen) and the start-up Stratumn to deliver a blockchain-based solution to accelerate and simplify payment protection in case of involuntary unemployment.
#116">Distribution channels
#116">AXA France distributes its insurance products through exclusive and non-exclusive channels including exclusive agents, salaried sales forces, direct sales, banks, as well as brokers, independent financial advisors, aligned distributors or wholesale di...
- #116">Europe
#116">In Europe (excluding France), AXA operates in seven countries (Switzerland, Germany, Belgium, the United Kingdom & Ireland, Spain and Italy).
#116">Products and services
#116">Except for the United Kingdom and Ireland (where AXA operates only in Property & Casualty and Health), AXA offers in Europe a full range of insurance products, including Life & Savings, Property & Casualty and Health. In each country, its offering cov...
#116">Types and specificities of the products offered by AXA vary from market to market.
#116">New product initiatives
#116">The transformation from Payer to Partner continues in European markets, with the objective of becoming a full-fledged and innovative partner for their customers before, during and after claims.
#116">In Health, several initiatives have been launched in a consistent aspiration to enlarge the offer and service portfolio for the benefit of customers and further strengthen AXAs position as a leading health provider in Europe:
#116">

ð·
#116">

ð·
#116">

ð·
#116">

ð·
#117">In SME, new enriched offerings and various partnerships were completed to provide customers a holistic offer with the aim of empowering SMEs to have ease of doing business:
#117">

ð·
#117">

ð·
#117">

ð·
#117">Switzerland further strengthened its mobility ecosystem with its Upto business (fleet management services for corporate and retail) and in Belgium, the partnership with Fixico has progressed, providing the customers a fully-digital damage handling pro...
#117">Distribution channels
#117">AXA distributes its insurance products through exclusive and non-exclusive channels that vary from country to country, including exclusive agents, salaried sales forces, direct sales, banks and other partnerships (e.g. car dealers), brokers, independe...
- #117">Asia
#117">Asia market includes AXAs operations in seven countries (Japan, Hong Kong, Thailand, Indonesia, China, the Philippines and South Korea).
#117">Asia High Potentials include (i) the Property & Casualty subsidiary in Thailand and the non-bancassurance Life & Savings subsidiary in Indonesia which are fully consolidated, (ii) the Property & Casualty subsidiary in China (AXA Tianping) which has be...
#117">Products and services
#117">AXA operates in Asia primarily in Life & Savings and Health activities. Although recent years have seen the emergence of pan-Asian franchises, competition remains driven by local players in most of the countries.
#117">AXA offers a full range of insurance products, including Life & Savings, Property & Casualty as well as Health. Types and specificities of the products offered by AXA vary depending on geographies:
#117">

ð·
#117">

ð·
#117">

ð·
#117">o in Thailand, Indonesia and the Philippines, AXA offers a broad range of both (i) Life & Savings and Health products including whole life, endowment, unit-linked, group term insurance, critical illness and hospital cash products, as well as (ii) tra...
#118">o in China, AXA offers a whole range of general insurance products with both Personal, including motor and health, and Commercial lines, as well as the whole range of Life & Savings products;
#118">

ð·
#118">New product initiatives
#118">As in other geographies, AXA aims to become a partner for its customers, by considering the specificities of the respective markets in which it operates:
#118">

ð·
#118">o in the Philippines, AXA launched a simple and affordable family critical illness plan, as well as a value-added service that provides customers with free access to expert medical advice for cancer and cardiovascular diseases. AXA also enhanced its p...
#118">o in Thailand, AXA launched a range of new protection and health products,
#118">o in China, AXA enhanced its offering on Health side through the launch of in-patient medical reimbursement products, as well the launch of new cancer offers;
#118">

ð·
#118">Distribution channels
#118">AXA distributes its products through different distribution channels, in particular exclusive and non-exclusive agents, brokers and partnerships. AXA also has strong bancassurance partnerships, including joint-ventures, with large international and lo...
#119">AXA XL
#119">Products and services
#119">AXA XL, through its operating subsidiaries, is a leading provider of Property & Casualty insurance and reinsurance coverages to industrial, commercial and professional firms, insurance companies and other enterprises on a worldwide basis:
#119">

ð·
#119">

ð·
#119">

ð·
#119">New product initiatives
#119">Distributions channels
#119">The majority of AXA XL business originates via a large number of international, national and regional producers, acting as the brokers and representatives of current and prospective policyholders. This channel is supported by client and country manage...
- #120">International
#120">In International Markets, AXA operates in various geographies, including 14 countriesP8F P within Europe, Middle East, Africa & Latin America, as well as Singapore, Malaysia, India and AXA Bank Belgium activities.
#120">Products and services
#120">AXA offers insurance products, including Life & Savings, Property & Casualty, Health, as well as banking products offered by AXA Bank Belgium. Types and specificities of the products offered by AXA vary depending on geographies and cover a broad range...
#120">New product initiatives
#120">International Markets continued to accelerate their growth in Health and transform the access to healthcare of their customer base, through deploying several Payer-to-PartnerŽ initiatives in Mexico and Africa (with a first pilot in Egypt).
#120">In Mexico, the project aims to provide accessible, affordable, quality and continuity of care through a vertical integrated model that will encompass prevention and check-up programs, primary care gatekeeping at proprietary clinics and care follow-up ...
#120">In Egypt, through the set-up of own healthcare facilities, International Markets aim to offer integrated healthcare services to both AXA-insured and non-insured customers.
#120">In addition, International Markets continued to broaden their services beyond insurance, through innovative solutions to improve customer experience, e.g. in Poland (smart inspection by mobile and optimization of first-notification of loss through sel...
#120">Distribution channels
#120">AXA distributes its insurance products through exclusive and non exclusive channels that vary from country to country, including exclusive agents, salaried sales forces, direct sales, banks and other partnerships (e.g. car dealers), as well as brokers...
- #120">Transversal & Central Holdings
#120">This segment includes the main transversal entities and the non-operating activities conducted by the central holding companies within the Group.
#120">Through its operating entities located in more than 20 countries, AXA Investment Managers (AXA IM) provides its clients with a wide range of global products and expertises, in the Asset Management area, principally via Mutual funds and dedicated portf...
#121">AXA IM has continued to add a whole set of innovative Mutual Funds to its offering in 2019, including but not limited to specialty investment strategies encompassing a broad range of asset classes (AXA WF Framlington All China Evolving Trend, AXA WF C...
#121">AXA Assistance is the Group subsidiary providing its customers with assistance services in emergencies and everyday situations. AXA Assistance operates through six business lines (Vehicle, Travel, Health, Home, Consumer Electronics and Legal Protectio...
#121">In 2019, AXA Assistance launched several innovating digital products. The main ones are:
#121">

ð·
#121">

ð·
#121">

ð·
#121">

ð·
#121">AXA is the holding company for the AXA Group and operates through its operating subsidiaries, as a result, AXA is dependent on its subsidiaries to cover its operating expenses and dividend payments.
- #121">Governance
#121">Appointment of Scott Gunter as CEO of AXA XL
#121">On February 20, 2020, AXA announced the appointment of Scott Gunter, previously Senior Vice President of Chubb Group and President of Chubbs North America Commercial Insurance division, as CEO of AXA XL. He replaced Greg Hendrick. Scott joined AXAs ...
#121">This change was effective immediately and submitted to necessary regulatory approval.
#121">Meeting of the Board of Directors in respect of AXAs 2020 shareholders meeting
#121">On April 3, 2020, AXA announced that following the statement issued by the European Insurance and Occupational Pensions Authority (EIOPA) on April 2, 2020, relating to dividend distributions during the COVID-19 pandemic, the Chairman of AXAs Board of...
#121">Appointment of Irene Dorner as Chairwoman of AXAs Audit Committee
#121">On May 13, 2020, following the sad demise of Stefan Lippe, director of the Company and Chairman of the Audit Committee, AXAs Board of Directors, upon recommendation of its Compensation & Governance Committee, decided to designate Irene Dorner, direct...
#122">The Board of Directors, upon recommendation of its Compensation & Governance Committee, also decided to propose to the AXAs annual Shareholders Meeting of June 30, 2020, to renew Irene Dorners mandate as member of the Board of Directors. The renewa...
#122">Decision of the Board of Directors in respect of AXAs dividend proposal for 2019
#122">On June 3, 2020, AXA announced that following communications from the European Insurance and Occupational Pensions Authority (EIOPA) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR), relating to the adoption of a prudent approach toward...
#122">The Board considered proposing an additional payment to shareholders in Q4 2020, up to 0.70 per share, as an exceptional distribution of reserves, subject to favorable market and regulatory conditions at that time. In the event that the Board decides...
#122">During the meeting, AXAs management also updated the Board on its best estimate of the impact on 2020 underlying earnings for the Group from claims related to COVID-19. These estimates added further precision to the indications already provided in th...
#122">

ð·
#122">

ð·
#122">

ð·
#122">The estimates provided above were based on managements assessment at that time and subject to change depending on the continued evolution of the COVID-19 pandemic and its related impacts. For investment margin, unit-linked and asset management fees, ...
#122">Board of Directors decision on exceptional distribution of reserves in Q4 2020
#122">Following a number of discussions with the French regulator (ACPR) and, in the context of the COVID-19 crisis, reinforced communication from various European regulators, including the ACPR on July 28, 2020, recommending insurers to refrain from divide...
#122">AXA presented the results of its Shareholders' Meeting, its purpose and its 2019 integrated report
#122">UResults of AXAs Annual Shareholders Meeting
#122">During the Shareholders Meeting held on June 30, 2020, in Paris, all resolutions recommended by the Board of Directors were approved by AXAs shareholders, including:
#123">

ð·
#123">

ð·
#123">

ð·
#123">UPresentation of the Groups purpose
#123">The Annual Shareholders Meeting provided an opportunity for AXA to present its purpose: Acting for human progress by protecting what mattersŽ.
#123">UPublication of AXAs Integrated Report
#123">On the same day, as it does every year at the time of its Annual Shareholders' Meeting, AXA released its 2019 Integrated Report, which discusses the Group's purpose as well as its strategy and outlook. This report is available on AXAs website.
#123">Appointment of Marco Morelli as Executive Chairman of AXA Investment Managers and a member of AXAs Management Committee, Gérald Harlin has decided to retire at the end of September
#123">On July 16, 2020, AXA announced that Marco Morelli, previously Chief Executive Officer of Monte dei Paschi di Siena, was appointed Executive Chairman of AXA Investment Managers (AXA IM) and a member of AXAs Management Committee. He will report to Tho...
#123">After 30 years with the Group, Gérald Harlin, AXAs Deputy Chief Executive Officer and Executive Chairman of AXA IM, has decided to retire at the end of September. He will remain a member of AXA IMs Board of Directors.
#123">Significant Disposals
#123">AXA to sell its operationsP10F P in Central and Eastern Europe for 1.0 billion
#123">On February 7, 2020, AXA announced that it has entered into an agreement with UNIQA Insurance Group AG to sell its operations in Poland, Czech Republic and Slovakia.
#123">Under the terms of the agreement, AXA will sell 100% of its Life & Savings, Property & Casualty and Pension businesses in Central and Eastern Europe for a total cash consideration of 1,002 million, representing an implied 12.4x 2019E P/EP11F P multiple.
#123">The completion of the transaction is expected to result in a positive impact on AXA Groups Solvency II ratio of ca. 2 points. No significant Net Income impact is estimated for AXA Group from this transaction.
#123">The completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals, and is expected to be finalized by Q4 2020.
#124">Termination of the sale agreement related to AXA Life Europe
#124">On August 5, 2020, AXA and Cinven mutually agreed to terminate the sale agreement related to AXA Life Europe (ALE) as certain conditions to closing were not met by the agreed long stop date. As a consequence, AXA Life Europe assets and liabilities wer...
#124">The major classes of assets and liabilities as of December 31, 2019 that were restated in this report are intangible assets for 307 million, cash and cash equivalent for 708 million, investments and other assets for 4,732 million, liabilities arisi...
#124">AXA is reviewing its strategic options in order to maximize value creation and cash efficiency of ALE, while giving due regard to the interests of ALEs policyholders and ensuring a seamless continuation of service to these policyholders.
#124">Partnerships and innovation
#124">AXA and Accor launched a strategic partnership to offer unique medical assistance in hotels worldwide
#124">On May 15, 2020, AXA, a global leader in insurance, and Accor, a global hospitality leader, announced an innovative strategic partnership to provide medical support to guests across the 5000 Accor hotels worldwide.
#124">This partnership enables Accor guests to benefit from the highest level of care thanks to the expert medical solutions of AXA Partners, AXAs international entity specialized in assistance services, travel insurance and credit protection.
#124">First and foremost, Accor guests will benefit from AXAs most recent advances in telemedicine through free access to medical teleconsultations. Guests will also get access to AXAs extensive medical networks with tens of thousands of vetted medical pr...
#124">As Accor prepares for the post COVID-19 rebound, this unique medical service complements its overall global recovery plan and is included in the enhanced health and prevention protocols that Accor has put in place notably through its ALLSAFE Cleanline...
#124">For AXA, this partnership is a unique occasion to strengthen its payer to partner strategy, which aims to provide innovative services to its customers, notably in health, one of its areas of growth in its Ambition 2020 plan.
#124">AXA and Western Union to collaborate to provide inclusive insurance
#124">On June 18, 2020, AXA announced the launch of a collaboration with The Western Union Company, a leader in cross-border, cross-currency money movement and payments, to provide inclusive insurance products to Western Unions customers using its westernu...
#124">An initial pilot, called Transfer Protect, launched that week in France with AXA Partners, offers Western Unions customers sending money via westernunion.com the option to seamlessly sign up for a life and disability insurance solutionP12F P. This ...
#125">This announcement is in line with AXAs ambition to significantly contribute to financial inclusion through its AXA Emerging Customers division. This business aims to serve low income to mass market populations by accelerating the development of adapt...
#125">According to the International Fund for Agricultural Development 2017 reportP13F P around 200 million people, mostly from low and middle-income segments of the society in emerging countries, regularly send money back home, supporting 800 million famil...
#125">Capital / Debt operations / Other
#125">Reimbursment of 1.3 billion subordinated debt
#125">On April 16, 2020, AXA reimbursed 1.3 billion of subordinated debt issued in April 2010.
#125">AXA published its 2020 climate report
#125">On July 3, 2020, AXA announced the publication of its fourth Climate ReportP14F P. This document describes AXA's responsible investment and insurance initiatives in the fight against climate change and measures the Group's progress in implementing the...
#125">This report follows the disclosure approach resulting from French Law No. 2015-992 of August 17, 2015, for Energy Transition for Green Growth, as well as the Taskforce on Climate-related Financial Disclosures (TCFD) that AXA has supported since its cr...
#125">At the end of 2019, AXA's "warming potential" was 2.8 C, down compared to 2018 (3 C) and below the market average (3.6 C). This evolution notably reflects the ambitious policy implemented by AXA to align its investments with the objectives of the Pari...
- #125">Consolidated Financial Statements
#125">See 2020 Half-Year Financial Report, pages 68 to 107, for the Group's Consolidated Financial Statements for the six month-period ended June 30, 2020 (including consolidated statement of financial position, consolidated statement of income, consolidate...
#125">See 2019 Universal Registration Document, pages 210 to 372, for the Groups Consolidated Financial Statements for the year ended December 31, 2019 (including consolidated statement of financial position, consolidated statement of income, consolidated ...
#125">See 2018 Registration Document, pages 216 to 376, for the Groups Consolidated Financial Statements for the year ended December 31, 2018 (including consolidated statement of financial position, consolidated statement of income, consolidated statement ...
- #126">Principal Ratings of the Issuer as at the date of this Base Prospectus
#126">The financial strength, debt or performance of the Issuer and certain of its insurance subsidiaries is rated by recognized rating agencies. The ratings set forth below are subject to revision or withdrawal at any time by the assigning rating agency in...
#126">As at the date of this Base Prospectus, the relevant ratings for the Issuer and its principal insurance subsidiaries were as follows:
#127">KEY FIGURES
- #127">(a) Changes are on comparable basis.
- #127">(b) Net of intercompany eliminations.
- #127">(c) Annual Premium Equivalent (APE) represents 100% of new regular premiums plus 10% of single premiums, in line with EEV methodology. APE is Group share.
- #127">(d) New Business Value (NBV) Margin is the ratio of (i) New Business Value representing the value of newly issued contracts during the current year to (ii) APE.
- #127">(a) Restated: reclassification of German and Japanese activities of AXA Life Europe (previously reported as part of Germany and Japan respectively) into AXA Life Europe (included in Transversal & Central Holdings).
- #127">(b) Changes are on comparable basis.
- #127">(c) Net of intercompany eliminations.
#128">RECENT DEVELOPMENTS
#131">TAXATION
#132">The following discussion contains a description of certain material Luxembourg income tax considerations that may be relevant to the purchase, ownership and disposition of Notes by a holder. It does not purport to be a complete analysis of all tax con...
- #133">Withholding Tax in Luxembourg
#133">Under Luxembourg general tax laws currently in force, all payments of principal, premium or interest made to non-resident holders of Notes, (included accrued but unpaid interest) in respect of the Notes in the context of the holding, disposal, redempt...
#133">Under Luxembourg general tax laws currently in force and subject to the law of December 23, 2005 (the Relibi Law) as amended, all payments of principal, premium or interest made to resident holders of Notes, (included accrued but unpaid interest) in r...
#133">Under the Relibi Law, payments of interest made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 20 per ce...
#133">Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth.
#133">Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Accordingly payments of interest under the Notes coming within the scope of the Relibi Law will be subject to a withholding tax at a rate of 20 per cent.
- #133">Foreign Account Tax Compliance Act (FATCA)
#135">SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS
#135">The Dealers have in an amended and restated programme agreement (the Programme Agreement) dated September 25, 2020 agreed with the Issuer a basis upon which they or any of them may from time to time agree to purchase Notes. The Issuer may also agree d...
- #135">Transfer Restrictions
#135">As a result of the following restrictions, purchasers of Notes in the United States are advised to consult legal counsel prior to making any purchase, offer, sale, resale or other transfer of such Notes.
#135">Each purchaser of Registered Notes or person wishing to transfer an interest from one Registered Global Note to another or from global to definitive form or vice versa, will be deemed or required, as the case may be, to acknowledge, represent and agre...
#137">No sale of Legended Notes in the United States to any one purchaser will be for less than U.S.$100,000 (or its foreign currency equivalent) principal amount and no Legended Note will be issued in connection with such a sale in a smaller principal amou...
- #137">Selling Restrictions
  - #137">United States
#137">The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt, or not subject to, from t...
#137">The 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 a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used ...
#137">In connection with any Notes which are offered or sold outside the United States in reliance on an exemption from the registration requirements of the Securities Act provided under Regulation S (Regulation S Notes), each Dealer has represented and agr...
#137">Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securiti...
#137">Dealers may arrange for the resale of Notes to QIBs pursuant to Rule 144A and each such purchaser of Notes is hereby notified that the Dealers may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 14...
#138">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any N...
#138">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
- #138">Luxembourg
- #138">Belgium
#138">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that an offering of Notes may not be advertised to any individual in Belgium qualifying as a consumer within the mea...
- #139">Italy
#139">The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of the Base Prospectus or the applicable Final Terms or of any other document rel...
#139">(i) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of the Prospectus Regulation and any application of a provision of Legislative Decree No. 58 of February 24, 1998, as amended (the Financial Services Act); or
#139">(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, Article 34-ter of Regulation No. 11971 of May 14, 1999, as amended from time to time, and the applicable Italian laws.
#139">Any offer, sale or delivery of the Notes or distribution of copies of the Base Prospectus or the applicable Final Terms or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must:
#139">(a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018 (as amended from time to ti...
#139">(b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Ba...
- #139">Japan
#139">The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the Financial Instruments and Exchange Act). Accordingly, each of the Dealers has represented and agreed, and...
- #139">Hong Kong
- #140">Singapore
- #140">Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
- #140">securities or securities based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after t...
- #140">(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
- #140">(2) where no consideration is or will be given for the transfer;
- #140">(3) where the transfer is by operation of law;
- #140">(4) as specified in Section 276(7) of the SFA; or
- #140">(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)(Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.
- #140">Singapore SFA Product Classification: Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, unless otherwise specified in the Final Terms, the Issuer has determined, and hereby notifies all relevant pers...
- #141">Switzerland
#141">This Base Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Se...
- #141">General
#141">Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in wh...
#141">None of the Issuer and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any respo...
#141">With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant Dealer shall agree.
#142">GENERAL INFORMATION
- #142">Authorisation
#142">No authorisation procedures are required of the Issuer under French law for the establishment and/or update of the Programme. However, to the extent that Notes issued under the Programme may constitute obligations under French law, issues of such Note...
- #142">Approval, Listing and Admission to Trading of Notes
#142">Application has been made to the CSSF to approve this document as a base prospectus. 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 regu...
#142">This Base Prospectus prepared in connection with the Notes has not been submitted to the clearance procedures of the AMF.
- #142">Documents available
#142">For the period of 12 months following the date of approval of this Base Prospectus, copies of the following documents will, when published, be available for inspection from the registered office of the Issuer and the specified office of the Principal ...
#142">In addition, the following document are available on the website of the Issuer:
#142">(i) the Issuer's statuts (bylaws) (with an English translation thereof):
#142">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F334726f2-b0ed-4085-b6f8-83a781d6db98_axa_statuts_20200805.pdf80T
#142">80Thttps://www-axa-com.cdn.axa-contento-118412.eu/www-axa-com%2F9c5886cf-d508-4466-866d-2879b74eb6a1_axa_bylaws_20200805.pdf80T
#143">(ii) copies of this Base Prospectus, any supplement to this Base Prospectus, Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange's regulated market (80Thttps://www.axa.com/en/investor/emtn-program80T); and
#143">(iii) each document incorporated by reference (see section Documents Incorporated by ReferenceŽ).
#143">Copies of this Base Prospectus, any supplement to this Base Prospectus, Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange's regulated market and each document incorporated by reference are also available on t...
- #143">Clearing systems
#143">The Notes have been accepted for clearance through Euroclear and Clearstream (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Bearer Notes allocated by Euroclear and Clearstream will b...
#143">The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, the address of Clearstream is Clearstream Banking S.A., 42 Avenue JF Kennedy, L-1855 Luxembourg and the address of DTC is 55 Water Street New York, NY, 10...
- #143">Conditions for determining price
#143">The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Purchaser(s) at the time of issue in accordance with prevailing market conditions.
- #143">Yield
#143">In relation to any Tranche of Fixed Rate Notes, an indication of yield in respect of such Notes will be specified in the applicable Final Terms. The yield is calculated at the Issue Date of the Notes on the basis of the relevant Issue Price. The yield...
- #143">Significant or material adverse change
#143">Except as disclosed in (i) the section of the 2019 Universal Registration Document referred to at item A.7.7.1 Trend informationŽ of the cross-reference list in the section Documents Incorporated by ReferenceŽ on page 35 of this Base Prospectus, (ii...
#143">Except as disclosed in (i) item A.7.11.4 Significant change in the issuers financial positionŽ of the cross-reference list in the section Documents Incorporated by ReferenceŽ on pages 37 to 38 of this Base Prospectus, (ii) the section of the 2020 H...
- #144">Litigation
#144">Except as disclosed in item A.7.11.3 Legal and arbitration proceedingsŽ of the cross-reference list in the section Documents Incorporated by ReferenceŽ on page 37 of this Base Prospectus, neither the Issuer nor any of its consolidated subsidiaries, ...
#144">Information sourced from third parties
#144">Where information in this Base Prospectus has been sourced from third parties, this information has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from the information published by such third parties no facts hav...
#144">Statutory Auditors
#144">The statutory auditors of the Issuer are PricewaterhouseCoopers Audit (63, rue de Villiers, 92208 Neuilly-sur-Seine, France) and Mazars (61, rue Henri Régnault, 92400 Courbevoie, France), (members of the Compagnie régionale des commissaires aux compte...
- #144">Conflicts of Interest
- #144">Dealers transacting with the Issuer
- #145">2006 ISDA Definitions