The employee shareholder representative

How is appointed the Employee shareholder representative on AXA's Board of Directors?

In accordance with French law and the Company's Bylaws, a member of the Board of Directors is elected by AXA's shareholders every four years from among a list of candidates selected by the employee shareholders of the Group pursuant to an internal selection process.

There are two ways in which a candidate can be nominated for election as the Employee shareholder representative:

• Direct nomination process: Any employee shareholder who directly holds AXA shares through a Group employee savings plan, or holds "Shareplan" FCPE fund units with direct voting rights can become a candidate through the direct nomination process. Employee shareholders who directly hold AXA shares through a Group employee savings plan, or who hold "Shareplan" FCPE fund units with direct voting rights, are invited to nominate, by a vote, candidates to be appointed as Employee shareholder representative.
• Indirect nomination process: Any member of the supervisory board of a "Shareplan" FCPE fund with indirect voting rights can become a candidate through the indirect nomination process. Candidates to the position of Employee shareholder representative are nominated by the supervisory boards of the "Shareplan" FCPE funds with indirect voting rights.

The list of candidates that emerges from the selection processes described above are submitted to a vote at the shareholders' meeting called to appoint the member of the Board of Directors representing AXA's employee shareholders. In connection with the last election of the Employee shareholder representative in 2010, six candidates were proposed to the vote of the Company's shareholders.

At the end of the voting process, only one candidate shall hold the office of Employee shareholder representative. At the General Shareholders' Meeting of April 29, 2010, the AXA shareholders appointed Ms. Wendy Cooper, Senior Vice President & Associate General Counsel of AXA Financial, Inc. (United-States), as Employee shareholder representative on the Company's Board of Directors.

What is the role of the Employee shareholder representative on AXA's Board of Directors?

The Employee shareholder representative is a member of the Board of Directors, the corporate body that determines the orientations of the Company's activities and ensures their implementation. The Employee shareholder representative has the same rights and duties as the other members of the Board. He/she has a duty of diligence as well as preserving the confidentiality of the information concerning the Group which is communicated to him/her in connection with his/her position on the Board. As every member of the Supervisory Board, the Employee shareholder representative is required to consider and represent the interests of all the Company's shareholders and to act accordingly in performing his or her duties.