Information relating to AXA’s Shareholders’ Meeting of April 26, 2017

AXA hereby provides further information for the purpose of its Shareholders’ Meeting to be held on April 26, 2017 during which Shareholders will be asked to renew the authorisation to grant stock-options to employees and executive officers of the AXA Group (resolution 29).

Resolution 29 provides that the exercise of stock-options will be subject to the achievement of one or several performance conditions to be set by the Board of Directors, without indicating the nature of any such conditions. In 2010, the Board of Directors established a performance condition which has been applied since then whereby all options granted to the members of the Management Committee and one third of options granted to all other beneficiaries are subject to a condition based on AXA's performance relative to the stock reference index of the insurance sector (SXIP index).

Accordingly, the options become fully exercisable only if the AXA share price performs at least as well as the SXIP index over the same period and consequently, options may not be exercised unless this criterion has been fulfilled. This means that stock-options cannot be exercised in favorable market conditions if the AXA stock has not appreciated at least as much as the SXIP index.

This external performance condition which is both objective and public allows AXA's performance to be measured against the relative performance of AXA’s main European competitors over a period of at least three years.

The Board of Directors has confirmed that it will continue to apply this performance condition and in addition, for stock options to be granted in respect of the 2017 financial year and future periods, the Board has added an additional performance condition whereby options will not be exercisable in the event that the Net Income of the Group is, or remains, negative.

If the performance conditions have not been met at the expiry date of the options, they will be automatically cancelled.

The Shareholders’ Notice of Meeting including among other items the agenda, the resolutions submitted by the Board of Directors and the conditions for participation and exercise of voting rights can be found on AXA’s website at the following address: www.axa.com under the Investors / Individual Shareholders / Shareholders' Meetings section.