Discretionary management agreements signed by Mr. Henri de Castries and Mr. Denis Duverne on March 31, 2010

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Discretionary management agreements signed by Mr. Henri de Castries and Mr. Denis Duverne on March 31, 2010

Mr. Henri de Castries and Denis Duverne, respectively Chairman & CEO and Deputy CEO, each signed with Banque Degroof on March 31, 2010 a discretionary mandate to manage a portion of the AXA securities they personally own.

As a matter of principle, the discretionary management agreement has been previously submitted for advice to the Ethics & Governance Committee and to the AXA Supervisory Board. It has been considered that this type of agreement was likely to prevent insider trading offences or defaults and, therefore, protect the rightful interests of the relevant executives and of the Company.

The main features of this mandate are the following:

The mandate is signed for an indefinite term;
Each year, an annual instruction shall be agreed to between the executive and the bank. This instruction shall remain in force for one year;
The mandate and the annual instruction shall be signed when the executive is not in possession of any inside information and outside blackout periods. During a 3-month abstention period following the signing of each annual instruction, the bank shall be prohibited from engaging in any transaction on behalf of the executive;
The executive may not intervene in the management operated by the bank who has discretion regarding the annual instruction. The executive generally commits to proscribe all communication with the bank and avoid exercising any influence on it prior to the expiry of the standing annual instruction.

Simultaneously, Mr. Denis Duverne notified to Banque Degroof a new instruction the term of which will be June 30, 2012.

Copies of the agreement as amended on June 1st, 2011 and of the new instruction have been filed with the AMF.

Up-date of December 9, 2011 relating to the discretionary management agreement for Mr. Henri de Castries

In order to take into account certain recommendations issued by the Autorité des marchés financiers (AMF) in its Guide to preventing insider misconduct by executives of listed companies of November 3, 2010, Mr. Henri de Castries and Banque Degroof amended on December 9, 2011 their discretionary management agreement of March 31, 2010. Under the amended agreement, each instruction is valid for a duration it determines and starts after the expiry of a 3-month abstention period.

Simultaneously, Mr. Henri de Castries notified to Banque Degroof a new instruction that will not start before the expiry of a 3-month abstention period.

Copies of the agreement as amended on December 9, 2011 and of the new instruction have been filed with the AMF.

Up-date of July 2nd, 2012 relating to the discretionary management agreement for Mr. Denis Duverne

In connection with his discretionary management agreement with Bank Degroof dated March 31, 2010 and amended on June 1st, 2011, Mr. Denis Duverne notified to Bank Degroof on July 2nd, 2012 a new instruction the term of which will be June 30, 2013.