PARIS, Oct. 30 /PRNewswire-FirstCall/ -- The subscription price for
AXA's 2009 employee share offering (Shareplan 2009) has been
determined by the Management Board on October 29, 2009. The
subscription price is based on a reference price of euro 18.65,
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
October 1, 2009 to October 28, 2009 inclusive (the "Reference
Price"). Under the classic and the leveraged plans, for all
countries, the subscription price will be equal to 80% of the
Reference Price (or its value in local currency), i.e euro 14.92
The following information mainly summarises the other information
contained in the press release relating to the Shareplan 2009 dated
August 25, 2009. 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 2009 offering, called "SharePlan
2009", takes place in 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
30, 2009. -- Dates of the Management Board's decisions: June 29,
2009 (principle of the offering), July 29, 2009 (fixing of the
booking period) and October 29, 2009 (fixing of the Reference Price
and of the dates of the retraction/subscription period). -- Type of
share proposed, maximum number: pursuant to (i) resolution 20th
adopted by the General Shareholders' Meeting of April 30, 2009 and
(ii) the decisions of the Management Board of June 29, 2009, July
29, 2009 and October 29, 2009, the offering will consist of the
following: -- An issue, without preferential subscription rights
for existing shareholders, of new ordinary shares offered, for all
countries, at a subscription price equal to 80% of the Reference
Price under the classic and the leveraged plans. -- The maximum
number of new shares that may be issued pursuant to the offering is
65,502,183 shares, corresponding to a capital increase of a nominal
amount of approximately Euro 150 million. -- The new shares will be
eligible for dividends declared in respect of period as of January
1, 2009. CONDITIONS RELATING TO SUBSCRIPTION -- Beneficiaries of
the offering: unless local law requires otherwise, the individuals
eligible for the offering are: -- Employees having an employment
contract (open-ended or fixed- term) with one or more of the
eligible AXA entities, members of an employee savings scheme, who
are on the payroll on the first day of the booking period, and
having as at the last day of the retraction/subscription period at
least three months of prior continuous or discontinuous service
over the period running from January 1, 2008 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 Funds (FCPE) and/or securities in a
nominative account within the AXA International Employee Stock
Purchase Plan (Plan International d'Actionnariat de Groupe or
P.I.A.G.) or the AXA French Employee Stock Purchase Plan (Plan
d'Epargne d'Entreprise de Groupe or P.E.E.G.); -- As well as
general insurance agents in France having an individual mandate
with an entity member of the P.E.E.G. and who market the products
of such entity. This agreement must have come into effect for at
least three 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 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 plan (other than in
Italy, South Korea, Spain, and 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 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. -- 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). The
investment limit for the leveraged plan, 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 banking partner. During the
retraction/subscription period, eligible employees will have the
possibility to invest (i) in the classic plan under the same terms
and conditions as those applicable during the booking period and/or
(ii) in the leveraged plan with an investment ceiling reduced to
2.5% of their annualized eligible compensation (contribution of the
banking partner included). -- Minimum holding period of shares:
eligible employees will be obliged to hold their shares or FCPE
units for a period of approximately five years, i.e. until April 1,
2014 in France, until July 1, 2014 for the rest of the world and
until December 12, 2014 in Belgium, except in the case of a
specified early exit event. TIMETABLE FOR THE OFFERING -- Unknown
subscription price booking period: from September 1, 2009
(inclusive) to September 16, 2009 (inclusive). -- Fixing period to
determine the Reference Price: from October 1, 2009 (inclusive) to
October 28, 2009 (inclusive). Hedging transactions relating to the
leveraged plan have been carried out by the banking partner during
this period, and could continue to be implemented until the end of
Shareplan 2009. -- The Management Board has confirmed on October
29, 2009 the dates of the retraction/subscription period: from
November 2, 2009 (inclusive) to November 6, 2009 (inclusive). --
Date of capital increase: expected on December 11, 2009. 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 December 11, 2009
and will be completed at the latest by December 31, 2009 on the
same line as the existing shares. OTHER INFORMATION The regulations
and information notices relating to the FCPE through which the
employees may participate in the offering received the approval of
the AMF (Autorite des marches financiers) on July 31, 2009. The
offering takes 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 July
31, 2009, n# 333-160927. AVAILABILITY OF INFORMATION DOCUMENTS All
information documents concerning Shareplan 2009, 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 regulation, pursuant to Article
212-4-5 of the AMF's General Regulations and Article 14 of
Instruction n# 2005-11 dated December 13, 2005. 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. For 1H09, IFRS revenues amounted
to Euro 48.4 billion and IFRS underlying earnings to Euro 2.1
billion. AXA had Euro 967 billion in assets under management as of
June 30, 2009. 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/
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 July 31, 2009, N# 333-160927. 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 or preparation of a prospectus 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
a prospectus has not been approved or such an exemption has not
been made available or in which all required filings,
notifications, consultations and/or information procedures have not
yet been achieved or required authorizations have not yet been
granted. This concerns, in particular, Morocco and Thailand, 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, 2008 and AXA's Document de
Reference for the year ended December 31, 2008, 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. (1) As regards general insurance agents in France, only
their professional incomes declared as income tax with regard to
the past year will be taken into account. DATASOURCE: AXA CONTACT:
AXA Investor Relations: Etienne Bouas-Laurent, +33.1.40.75.46.85;
or Marie-Elodie Bazy, +33.1.40.75.97.24, or Gilbert Chahine,
+33.1.40.75.56.07; or Paul-Antoine Cristofari, +33.1.40.75.73.60;
or Sylvie Gleises, +33.1.40.75.49.05; or George Guerrero;
+1.212.314.28.68; or AXA Media Relations: Emmanuel Touzeau,
+33.1.40.75.46.74; or Laurent Secheret, +33.1.40.75.48.17; or
Armelle Vercken, +33.1.40.75.46.42; or Chris Winans,
+1.212.314.55.19 Web Site: http://www.axa.com/
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