AXA S.A. announces the sale of its remaining stake in AXA Equitable Holdings, Inc.*

AXA S.A. (“AXA”) announces today the sale, as selling stockholder, of 144,000,000 shares** of common stock of AXA Equitable Holdings, Inc. (“EQH”) to Goldman Sachs, as the sole underwriter in a registered public offering of those shares (the “Offering”). The Offering is expected to close on November 13, 2019.

As part of the Offering, EQH has agreed to repurchase 24,000,000 of the 144,000,000 shares of common stock from the underwriter. The per share purchase price to be paid by EQH will equal the per share purchase price to be paid by the underwriter to AXA in the Offering.

Following the completion of the Offering, AXA’s residual ownership of EQH’s common stock would be subsequently accounted for as "Financial Investments" at fair value*** in AXA Group's FY19 consolidated balance sheet. This means that the Underlying Earnings contribution from EQH to the AXA Group, following the closing of the transaction, would be equal to the dividends paid by EQH to the AXA Group.

EQH’s effective registration statement, including a prospectus, relating to the Offering was previously filed by EQH with the U.S. Securities and Exchange Commission (the “SEC”). EQH intends to file a preliminary prospectus supplement with the SEC. Investors should read the prospectus and other documents EQH has filed with the SEC before investing for more complete information about EQH and the Offering. These documents are available for free on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus and the preliminary prospectus supplement, when available, may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, email: prospectus-ny@ny.email.gs.com. Lazard is acting as financial adviser to AXA in connection with the Offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

*Excluding 47,162,500 shares of common stock of EQH, primarily related to the EQH shares to be delivered on redemption of the AXA S.A. bonds mandatorily exchangeable into EQH shares, maturing in May 2021.

**EQH’s issued and outstanding common stock as of November 5, 2019 comprised 489,329,559 shares.

***Through “Other Comprehensive Income (OCI)”.