AXA launches its 2024 employee share offering (Shareplan 2024)

AXA announces the launch of its annual share offering to employees, by way of a capital increase reserved for employees.

 The 2024 offering to the employees (Shareplan 2024) will take place in 40 countries, in and outside of France, to more than 110,000 employees who will, in most countries, be offered the opportunity to participate in both a Classic offer and a Guarantee Plus offer.

ISSUER

AXA, ICB sectorial classification:

• Industry: 8000, Financials
• Supersector: 8500, Insurance
• Sector: 8530, Non life Insurance
• Subsector: 8532, Full line Insurance

SHARES TO BE ISSUED

• Date of the Shareholders’ Meeting authorizing the capital increase: April 23, 2024.
• Date of the Board of Directors decision approving the principle of the offering and fixing of the reservation period: June 19, 2024.
• Date of the Chief Executive Officer’s decision, acting upon delegation of the Board of Directors, setting the Reference Price, the Subscription Prices and the dates of the retraction/subscription period: expected on October 31, 2024.
• Type of share proposed, maximum number: pursuant to (i) the 22nd resolution adopted by the Shareholders’ Meeting of April 23, 2024 and (ii) the decision of the Board of Directors of June 19, 2024, the offering will consist of the following:
  - An issue of shares, without preferential subscription rights, offered at a Subscription Price equal to:
  * under the Classic offer, for all countries: 80% of the Reference Price;
  * under the Guarantee Plu offer, for all countries: 93.60% of the Reference Price.
  - The Reference Price will be equal to the arithmetical average of the 20 daily VWAPs (volume-weighted average prices), i.e. the arithmetic average of the average prices of the AXA shares exchanged in one trading day, weighted by the number of AXA shares exchanged for each price on Compartment A of Euronext Paris (excluding opening and closing prices), over a period of 20 consecutive trading days ending on the last trading day before the Chief Executive Officer acting upon delegation of the Board of Directors of AXA, officially sets the opening date of the retraction/subscription period.
  - The initial personal investment of the employees subscribing to the Guarantee Plus offer will be guaranteed by a partner bank (Natixis) and the subscribers will benefit from the greater of (i) an annual return of 5% capitalized on the amount of their personal investment, or (ii) four times the protected average increase of the AXA share price calculated over the plan horizon per unit, applied on their personal investment.
  - The maximum number of new shares that may be issued pursuant to the offering is 58,951,965 shares, corresponding to a capital increase of a nominal amount of approximately Euro 135 million.
  - The new shares will be eligible for dividends declared in respect of periods as of January 1, 2024.

CONDITIONS RELATING TO SUBSCRIPTION

• Beneficiaries of the offering: unless local law requires otherwise, the individuals eligible for the offering are:
  - Employees who are under a valid work contract (open-ended or fixed-term) with one or more of the eligible AXA entities, members of the AXA International Group Employee Stock Purchase Plan (Plan International d’Actionnariat de Groupe or P.I.A.G.) or the AXA French Group Employee Savings Plan (Plan d’Epargne d’Entreprise de Groupe or P.E.E.G.), who are on the payroll on the first day of the reservation period and on the last day of the retractation/subscription period, and having on the last day of the retraction/subscription period at least 3 months of prior continuous or discontinuous service over the period running from January 1, 2023 to the last day of the retraction/subscription period, pursuant to Article L.3342-1 of the French Labor Code;
  - Former employees of eligible entities (retired or semi-retired from these entities), having kept assets in an Employee Stock Ownership Fund (Fonds Commun de Placement d’Entreprise or FCPE) and/or securities in a registered account within the AXA P.I.A.G. or the AXA P.E.E.G.; as well as
  - General insurance agents in France having an individual mandate with an entity that is a member of the P.E.E.G. and who market the products of such entity. This agreement must have been into effect for at least 3 months on the last day of the retraction/subscription period, pursuant to Articles L.3342-1 and D.3331-3 of the French Labor Code.
  The entities eligible for the offering are those that have enrolled in the P.E.E.G. or in the P.I.A.G. including the amendments thereto.
• Preferential subscription rights for existing shareholders: the issue of shares will be made without preferential subscription rights for existing shareholders, in favor of members of an employee savings scheme pursuant to the provisions of Article L.225-138-1 of the French Commercial Code. 
• Terms of subscription:
  - For the Classic offer (other than Germany, Italy, South Korea, Spain and the United States of America) the new shares will be subscribed through FCPEs of which the employees will receive units. The employees will have direct voting rights at AXA’s shareholders’ meetings.
  In Germany, Italy, South Korea, Spain and the United States of America, the shares will be subscribed directly by employees and will be held in registered accounts. They will have direct voting rights.
  - For the Guarantee Plus offer other than in Belgium, China, Italy, South Korea, the United States of America and Sweden where the Guarantee Plus offer will not be offered, the new shares will be subscribed through FCPEs of which the employees will receive units. The employees will have direct voting rights at AXA’s shareholders’ meetings.
• Investment limit: in accordance with Article L.3332-10 of the French Labor Code, aggregate voluntary contributions by each eligible employee may not exceed one-fourth of that eligible employee’s annual gross compensation or pension benefits[1], as the case may be (such investment limits could be lower pursuant to local laws). For the Guarantee Plus offer, the investment limit of one-fourth of the employee’s annual gross compensation or pension benefits is calculated after taking into account the complementary contribution of the partner bank (Natixis). During the retraction/subscription period, eligible employees will have the possibility to invest (i) in the Classic offer under the same terms and conditions as those applicable during the reservation period and/or (ii) in the Guarantee Plus offer with an investment ceiling reduced to 2.5% of their annualized eligible compensation (contribution of the partner bank included).
• Minimum holding period of shares: participating employees will be obliged to hold their shares or FCPE units for a period of approximately five years, i.e. until July 2, 2029, except in the case of a specified early exit event.

TIMETABLE FOR THE OFFERING

• Unknown Subscription Price reservation period: from September 12, 2024 (inclusive) to September 26, 2024 (inclusive).
• Fixing period to determine the Reference Price: from October 3, 2024 (inclusive) to October 30, 2024 (inclusive) (subject to the fixing of the retraction/subscription period by the decision of AXA’s Chief Executive Officer acting upon delegation of the Board of Directors, which should occur on October 31, 2024).
• Retraction/subscription period: expected to run from November 4, 2024 (inclusive) to November 8, 2024 (inclusive), subject to the decision of AXA’s Chief Executive Officer acting upon delegation of the Board of Directors.
•  Date of the capital increase: expected on December 5, 2024.

HEDGING TRANSACTIONS

The implementation of the Guarantee Plus offer may lead the financial institution acting as the counterparty to the swap transaction (Natixis) to undertake hedging transactions, including prior to the implementation of the plan, in particular as from the beginning of the fixing period, and over the entire course of the plan.

LISTING

Listing of the new shares on compartment A of Euronext Paris (ISN FR0000120628) will be requested as soon as possible after the capital increase expected on December 5, 2024 and will be completed at the latest by December 31, 2024 on the same line as the existing shares.

OTHER INFORMATION

The FCPE regulations (and key information documents related to the FCPEs) through which the employees may participate in the offering received the approval of the AMF (Autorité des marchés financiers) on June 7 and 11, 2024.

This press release is made in reliance of the exemption from publishing a prospectus provided for in Article 1.4 (i) and 1.5(h) of the Prospectus Regulation (EU) 2017/1129. This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in the Prospectus Regulation (EU) 2017/1129.

CONTACT

For questions relating to the present offering, please contact your Human Resources Department.