AXA Germany to sell a closed life and pensions portfolio

• Significant milestone forin-force reduction objective with the disposal of Euro 16 billion of G/A* reserves.
• Further reduction of the Group’s exposure to financial markets.
• Offset of Underlying Earnings dilution by way of share buy-back expectedfollowing closing.
• AXA and Athora are committed to ensuring a smooth transition and to maintaining a high standard of service towards policyholders.

AXA announced today that AXA Germany has entered into an agreement with Athora Deutschland GmbH (“Athora Germany”), a licensed insurer in Germany, to sell a portfolio of Euro 16 billion of life and pensions insurance reserves in Germany. The portfolio has been closed to new business since 2013 and is mainly composed of traditional Savings policies, with an average guaranteed rate** of 3.2%. The reduction of guarantees on AXA’s balance sheet resulting from the sale will further diminish the Group’s exposure to financial market risk.

Under the terms of the agreement, AXA Germany will sell the portfolio to Athora Germany for a consideration of Euro 660 million*** , representing an implied multiple of 18x 2022E earnings**** . The sale is expected to result in estimated net cash proceeds of Euro 0.4 billionto AXA S.A. AXA intends to offset the earnings dilution from the disposal with a share buyback to be launched following the closing of the transaction. As part of the transaction, AXA IM will enter into an agreement to provide asset management services to Athora until 2028.

AXA and Athora are committed to ensuring a smooth transfer of the portfolio and, as such, AXA Germany will provide administrative services to support Athora Germany until 2028. Thereafter, Athora Germany wil l take over the management of the contracts with all guarantees, terms and conditions remaining unchanged.

Financial impacts

• The sale will have an immaterial impact on AXA Group’s Net Income in 1H22.
• The transaction is expected to result in a reduction of AXA Group’s Underlying Earnings***** of ca. Euro 36 million per annum from 2023 onwards.
• The disposal will have an immaterial impact on AXA Group’s Solvency II ratio.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, and is currently expected to close in the fourth quarter of 2023.

* General account reserves, under IFRS, estimated as of half-year 2022.

** Weighted-average guaranteed interest rate as of full-year 2021, based on local statutory reserves.

*** Consideration subject to potential contractual adjustments.

**** 2022 estimated underlying earnings of the portfolio under IFRS standards.

***** Under current IFRS accounting standards.