PARIS, Aug. 18 /PRNewswire-FirstCall/ -- ISSUER AXA, ICB sectorial
classification: Industry : 8000, Financials Supersector : 8500,
Insurance Sector : 8530, Non life Insurance Subsector : 8532, Full
line Insurance OBJECTIVE As each year, the AXA Group offers to its
employees, in and outside of France, the opportunity to subscribe
to shares issued by way of a capital increase reserved to
employees. In doing so, the AXA Group hopes to strengthen its
relationship with its employees by closely associating them with
the future development and results of the Group. The 2008 offering,
called "Shareplan 2008", will take place in about 40 countries and
will involve more than 100,000 employees who will, in most
countries, be offered the opportunity to participate in both a
classic share offering and a leveraged plan offering. SHARES TO BE
ISSUED -- Date of the General Shareholders' Meeting having
authorized the capital increase: April 22nd, 2008. -- Dates of the
Management Board's decisions: May 26, 2008 (principle of the
offering) and expected on September 15, 2008 (fixing of the
Reference Price and of the dates of the subscription period). --
Type of share proposed, maximum number: pursuant to (i) resolution
18 adopted by the General Shareholders' Meeting of April 22, 2008
and (ii) the decisions of the Management Board of May 26, 2008, the
offering will consist of the following: -- An issue, without
preferential subscription rights for existing shareholders, of new
shares offered at a subscription price equal to: -- under the
classic share offering, for all countries: 80% of the Reference
Price (or its value in local currency), -- under the leveraged
offering plan, for all countries (except Germany): 85.85% of the
Reference Price (or its value in local currency) and for Germany,
100% of the Reference Price. The Reference Price is equal to the
arithmetical average of the 20 closing stock price quotes for the
AXA shares on the compartment A of Euronext Paris S.A. over a
period of 20 consecutive trading days, the last of which is the
last business day before the AXA's Management Board officially
decides to launch the employee share offering, i.e. from August 18,
2008 (inclusive) to September 12, 2008 (inclusive), the Management
Board's decision is expected to take place on September 15, 2008.
-- The maximum number of new shares, that may be issued pursuant to
the offering is 43,668,122 shares, corresponding to a capital
increase of a nominal amount of approximately Euro 100 million. --
The new shares earn dividends as of January 1, 2008. CONDITIONS
RELATING TO SUBSCRIPTION -- Beneficiaries of the offering: unless
local law requires otherwise, the individuals eligible for the
offering are: -- Employees who, at the beginning of the
subscription period, have an employment contract with one or more
of the eligible AXA entities, members of an employee savings
scheme, and have been employed for at least 3 months on a
continuous or on a discontinuous basis over the period from January
1, 2007 to the first day of the subscription period, in accordance
with Article L. 3342-1 of the French Labour Code, -- Ex-employees
of eligible AXA entities who are retired or have taken early
retirement provided that such persons have not asked to have their
investment in any Group Employee Stock Purchase Plan (Plan
d'Epargne d'Entreprise de Groupe or P.E.E.G.) or in any
International Employee Stock Purchase Plan (Plan International
d'Actionnariat de Groupe or P.I.A.G.), held in registered accounts
or via one or several FCPEs, liquidated at the beginning of the
subscription period. The companies 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. -- Existence or not of
preferential subscription rights for existing shareholders: the
issue will be 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 in Italy, South Korea, Spain and the United States) the
new shares will be subscribed through funds (FCPE) of which the
employees will receive units. The employees will have direct voting
rights at AXA's general shareholders' meetings. In Italy, South
Korea, Spain and the United States, the shares will be subscribed
directly by employees and will be held in registered accounts. They
still have direct voting rights. -- For the leveraged plan other
than in the United States, 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 general
shareholders' meetings. In the United States, the shares will be
subscribed directly by employees and will be held in registered
accounts. They still have direct voting rights. -- Investment
limit: in accordance with Article L. 3332-10 of the French Labour
Code, aggregate voluntary contributions by each eligible employee
may not exceed one-fourth of that eligible employee's annual gross
compensation or pension benefits, as the case may be (such
investment limits could be lower pursuant to local laws). The
investment limit for the leverage offer, within the limit of the
quarter of the employee's annual gross compensation or pension
benefits is calculated after taking into account the complementary
contribution of the bank. -- Minimum holding period of shares:
eligible employees will be obliged to hold their shares or fund
units for a period of approximately five years, i.e. until April 2,
2013 in France, until July 1, 2013 for the rest of the world and
until November 29, 2013 in Belgium, except in the case of a
specified early exit event. TERMS OF EXERCISE OF EQUITY-LINKED
INSTRUMENTS Exercise rights and the exercise price in respect of
the leveraged offering in Germany: -- The subscription price of
each share with warrant will be the Reference Price. Each share
will be entitled to 0,9561 warrant and each whole warrant will be
exercisable into one additional share at the Reference Price. --
The maturity date of the warrants will be on July 1, 2013, except
in the case of an early exit event. TIMETABLE FOR THE OFFERING --
Fixing period to determine the Reference Price: from August 18,
2008 (inclusive) to September 12, 2008 (inclusive). Hedging
transactions relating to the leveraged offering may be carried out
by a financial institution during this period, and could continue
to be implemented until the end of Shareplan 2008. -- The
subscription period: expected to run from September 24, 2008
(inclusive) to October 9, 2008 (inclusive) for all countries
(excluding Belgium) and from September 24, 2008 (inclusive) to
October 23, 2008 (inclusive) for Belgium, subject to confirmation
by AXA's Management Board. -- Date of capital increase: expected on
November 28, 2008. HEDGING TRANSACTIONS The implementation of the
leveraged plan may lead the financial institution acting as the
counterparty to the swap transaction to undertake hedging
transactions prior to the implementation of the plan, as from the
date of publication of this press release and over the entire
course of the plan. LISTING Listing of the new shares on the
compartment A of Euronext Paris S.A. (Euroclear France Code: 12062)
and on the New York Stock Exchange in the form of American
Depositary Shares (ADS), each ADS representing one ordinary AXA
share, will be requested as soon as possible after the capital
increase expected on November 28, 2008 and will be completed at the
latest by December 31, 2008 on the same line as the existing
shares. OTHER INFORMATION The regulations and information notices
relating to the Funds through which the employees may participate
in the offering received the approval of the AMF (Autorite des
marches financiers) on June 20, 2008. This press release is
intended to satisfy the requirements of the AMF regulations,
pursuant to Article 212-4-5 of the AMF's General Regulations and
Article 14 of Instruction # 2005-11 dated December 13, 2005. The
offering will take place in France and outside France, including in
the United States where the offering has been registered with the
Securities and Exchange Commission ("SEC") on a Form S-8 on August
1, 2008, # 333-152695. CONTACT FOR EMPLOYEES For questions relating
to the present share offer, please contact your Human Resources
Department. About AXA AXA Group is a worldwide leader in Financial
Protection. AXA's operations are diverse geographically, with major
operations in Europe, North America and the Asia/Pacific area. AXA
had Euro 1,281 billion in assets under management as of December
31, 2007. For full year 2007, IFRS revenues amounted to Euro 93.6
billion and IFRS adjusted earnings to Euro 6.1 billion. The AXA
ordinary share is listed on compartment A of Euronext Paris under
the ticker symbol CS (ISIN FR0000120628 - Bloomberg: CS FP -
Reuters: AXAF.PA). The American Depository Share is also listed on
the NYSE under the ticker symbol AXA. This press release is
available on the AXA Group website: http://www.axa.com/ AXA
Investor Relations Etienne Bouas-Laurent: +33 1 40 75 46 85
Paul-Antoine Cristofari: +33 1 40 75 73 60 Emmanuel Touzeau: +33 1
40 75 49 05 AXA Media Relations Christophe Dufraux: +33 1 40 75 46
74 Clara Rodrigo: +33 1 40 75 47 22 Laurent Secheret: +33 1 40 75
48 17 Armelle Vercken: +33 1 40 75 46 42 WARNING AXA shares are
listed on the Paris Stock Exchange and the NYSE in ADS form. The
offering was registered with the SEC on a Form S-8 on August 1,
2008, # 333-152695. This release is not an offer to sell or the
solicitation of an offer to buy securities nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. It
appears as a matter of information only. The offering will only be
carried out in those countries in which all filing procedures
and/or required notifications will have been undertaken and in
which authorizations will have been granted, and where the
procedures associated with informing or consulting with employee
representatives will have been completed. This press release is not
intended for, and copies thereof should thus not be distributed to,
countries in which such filings, notifications, consultations
and/or information procedures have not yet been carried out or in
which authorizations have not been granted. This concerns, in
particular, Belgium, Canada, China, Germany, the Netherlands, the
Philippines, Portugal, Switzerland, Turkey and the United States,
where AXA's employee offering may be subject to certain
restrictions, including the prior approval of the relevant
authorities. This could, however, also involve other countries.
Certain statements contained herein are forward-looking statements
including, but not limited to, statements that are predications of
or indicate future events, trends, plans or objectives. Undue
reliance should not be placed on such statements because, by their
nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results and AXA's plans and objectives to differ materially
from those expressed or implied in the forward looking statements
(or from past results). These risks and uncertainties include,
without limitation, the risk of future catastrophic events
including possible future terrorist related incidents. Please refer
to AXA's Annual Report on Form 20-F for the year ended December 31,
2007 and AXA's Document de Reference for the year ended December
31, 2007, for a description of certain important factors, risks and
uncertainties that may affect AXA's business. 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. DATASOURCE: AXA Group
CONTACT: Investor Relations, Etienne Bouas-Laurent,
+33-1-40-75-46-85, Paul-Antoine Cristofari, +33-1-40-75-73-60,
Emmanuel Touzeau, +33-1-40-75-49-05; Media Relations, Christophe
Dufraux, +33-1-40-75-46-74, Clara Rodrigo, +33-1-40-75-47-22,
Laurent Secheret, +33-1-40-75-48-17, Armelle Vercken, +33-1-40
75-46-42, all of AXA Web site: http://www.axa.com/
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