PARIS, Aug. 25 /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 2009 offering,
called "SharePlan 2009", will take 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 expected on 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 and July 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 share
offering and the leveraged plan offering. The Reference Price 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, the last of
which is the last business day before AXA's Management Board
officially decides to launch the employee share offering, i.e. from
October 1, 2009 (inclusive) to October 28, 2009 (inclusive), the
Management Board's decision is expected to take place on October
29, 2009. -- 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 offer
(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 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 banking partner
(Societe Generale). -- 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 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) (subject to the fixing of the
retraction/ subscription period by the Management Board at its
meeting of October 29, 2009). -- Retraction/subscription period:
expected to run from November 2, 2009 (inclusive) to November 6,
2009 (inclusive), subject to the decision of AXA's Management
Board. -- Date of capital increase: expected on December 11, 2009.
HEDGING TRANSACTIONS The implementation of the leveraged plan may
lead the financial institution acting as the counterparty to the
swap transaction (Societe Generale) to undertake hedging
transactions 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 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 Funds through which the employees may participate
in the offering received the approval of the AMF (Autorite des
marches financiers) on July 31, 2009. 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 #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 July 31, 2009, #
333-160927. 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, # 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, Australia, Canada, China, Morocco, Portugal, Thailand,
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,
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; Marie-Elodie Bazy,
+33-1-40-75-97-24; Gilbert Chahine, +33-1-40-75-56-07; Paul-Antoine
Cristofari, +33-1-40-75-73-60; Sylvie Gleises, +33-1-40-75-49-05;
George Guerrero, +1-212-314-2868; or AXA Media Relations: Emmanuel
Touzeau, +33-1-40-75-46-74; Laurent Secheret, +33-1-40-75-48-17;
Armelle Vercken, +33-1-40-75-46-42; Chris Winans, +1-212-314-5519
Web Site: http://www.axa.com/
Copyright