PARIS, Sept. 16 /PRNewswire-FirstCall/ -- The subscription prices
for AXA's 2008 employee share offering (Shareplan 2008) have been
determined by the Management Board on September 15, 2008. The
subscription prices are based on a reference price of euro 21.47,
which is equal to the arithmetical average of the 20 opening stock
price quotes for the AXA shares on the compartment A of Euronext
Paris S.A. over a period of 20 consecutive trading days from August
18, 2008 to September 12, 2008 inclusive (the "Reference Price").
Under the classic plan, for all countries, the subscription price
will be equal to 80% of the Reference Price (or its value in local
currency), i.e. euro 17.18 Under the leveraged plan, for all
countries (except Germany), the subscription price will be equal to
85.85% of the Reference Price (or its value in local currency),
i.e. euro 18.43 For Germany, under the leveraged plan, the
subscription price will be equal to 100% of the Reference Price,
i.e. euro 21.47 The following information mainly summarises the
other information contained in the press release relating to the
Shareplan 2008 dated August 18, 2008. ISSUER AXA, ICB sectorial
classification: Industry : 8000, Financials Supersector : 8500,
Insurance Sector : 8530, Non life Insurance Subsector : 8532, Full
line Insurance OBJECTIVE Every year, the AXA Group offers to its
employees, in and outside France, the opportunity to subscribe to
shares issued by way of a capital increase reserved for 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 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 share offering. SHARES TO BE ISSUED --
Date of the shareholders' resolution authorizing the capital
increase: General Shareholders' Meeting of April 22, 2008. -- Dates
of the Management Board's decisions: May 26, 2008 (principle of the
offering) and September 15, 2008 (fixing of the Reference Price and
of the dates of the subscription period). -- Type of share, maximum
number: Pursuant to (i) resolution 18 of the General Shareholders'
Meeting of May 22, 2008 and to (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 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. SUBSCRIPTION CONDITIONS -- 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 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 funds, 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
(excluding certain countries notably 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 countries where shares are not subscribed through
FCPEs for the classic offer, 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. -- 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 have been carried
out by a financial institution during this period, and could
continue to be implemented until the end of Shareplan 2008. -- The
Management Board has confirmed on September 15, 2008 the dates of
the subscription period: 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. -- 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. On September 12, 2008 the AMF
approved an amendment of the regulations and information notices
which aimed at replacing the reference to the "closing price" by a
reference to the "opening price" for the purpose of determining the
Reference Price as defined at the beginning of this press release.
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. AVAILABILITY OF
INFORMATION DOCUMENTS All information documents concerning
Shareplan 2008, including this press release, are available at the
request of the beneficiaries to AXA - 25, Avenue Matignon - 75008
Paris, France. They are also available on AXA intranet web sites
and on AXA Epargne Entreprise web site http://www.capeasi.com/.
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. CONTACT FOR EMPLOYEES For questions relating to the
present share offering, 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 AXA Media Relations Etienne Bouas-Laurent:
Christophe Dufraux: +33 1 40 75 46 85 +33 1 40 75 46 74
Paul-Antoine Cristofari: Clara Rodrigo: +33 1 40 75 73 60 +33 1 40
75 47 22 Emmanuel Touzeau: Laurent Secheret: +33 1 40 75 49 05 +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 Philippines,
Portugal and Turkey, 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
CONTACT: 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 Web site: http://www.axa.com/
http://www.capeasi.com/
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