Special Committees

Composition

As of April 30, 2009, the Finance Committee had four members, three of whom were determined by the Supervisory Board to be independent in accordance with the criteria set forth in the AFEP / MEDEF Code. At April 30, 2009, those members were: Messrs. Jacques de Chateauvieux (Chairman), Léo Apotheker, Ramon de Oliveira and Michel Pébereau.

Missions and activities

The Finance Committee has the following principal missions:

• to examine and issue an opinion on any plan to sell real estate or equity stakes, when their value exceeds the authorizations granted to the Management Board by the Supervisory Board;
• to examine and issue an opinion on any plan to establish sureties or grant guarantees in favour of third parties, when their value exceeds the authority delegated to the Management Board by the Supervisory Board;
• to examine and issue an opinion on the following plans presented by the Management Board:
  - issuance of securities giving access, directly or indirectly, to the Company's ordinary shares,
  - share repurchase programs presented to the ordinary General Meeting of shareholders,
  - financial operations that might substantially change the Company's financial structure,
  - acquisitions, in any form, when their value exceeds €500 million,
  - strategic partnership agreements,
  - proposed distributions of the Company's annual profit and the amount of the proposed dividend presented to the ordinary General Meeting of shareholders,
  - dividend payment dates and any interim dividends;
• to examine any significant financial transaction involving the Company or any affiliate as well as the asset management policy of the AXA Group and, more generally, all significant financial matters concerning the Group.

The Finance Committee met five times in 2008. The average attendance rate was 85.71% and focused, in particular, on the following issues:

• examination of AXA's financial structure;
• examination of the financial resolutions proposed to the AXA shareholders' General Meeting;
• reviewing proposed payments of dividends;
• acquisitions, restructurings and disposals;
• review of the decisions in reaction to the financial crisis;
• Solvency II.