Shareplan 2026 - Launch of the 2026 Employee Share Offering

AXA announced today the launch of Shareplan 2026, a capital increase reserved for employees through a share offering, which is available to more than 110,000 employees in 40 countries, both in and outside of France.

Key features of the offering

• Eligible participants[1]: Employees and general agents[2] in France, retirees or early-retirees of eligible entities[3], as well as eligible corporate officers[4], as defined in the French Group Employee Savings Plan (PEEG) or the International Group Employee Stock Purchase Plan (PIAG).
• Maximum number of shares to be issued: 58,951,965 shares (representing a maximum nominal capital increase of €135 million), with the cancellation of shareholders' preferential subscription rights[5].
• Two offers are available in most countries:

Classic offer: subscription price equal to 80% of the Reference Price; and

Guarantee Plus offer: subscription price equal to 93.95% of the Reference Price, with a minimum return guarantee[6].

• Reference Price: equal to the arithmetic average of the 20 daily VWAPs (volume-weighted average prices)[7].
• Subscription cap: the amount subscribed by the eligible participants may not exceed 25% of their gross annual salary or pensions received during the year[8].
• The new shares will be entitled to dividend right as of their issuance.
• Holding period: until July 1, 2031[9], except in the case of an early exit event.

Provisional timetable

• Reservation Period: September 10 to September 24, 2026
• Reference Price fixing period: October 2 to October 29, 2026[10]
• Retraction/Subscription Period: November 2 to November 6, 2026
• Capital Increase: Expected on December 3, 2026

Hedging transactions

The implementation of the Guarantee Plus offer may lead to hedging transactions being carried out by the partner bank. These hedging transactions may occur from the start of the Reference Price fixing period and over the entire course of the plan.

Contact

For questions relating to Shareplan 2026, please contact your Human Resources Department.

[1] Unless specified otherwise by local regulatory requirements.

[2] General insurance agents in France having an individual mandate with an entity that is a member of the PEEG and who market the products of such entity.

[3] Retirees or pre-retirees from eligible entities who wish to subscribe to Shareplan 2026 must have retained assets in an Employee Stock Ownership Fund (FCPE) and/or securities in a registered account within the PIAG or PEEG.

[4] In accordance with the provisions of Article L.3332-2 of the French Labor Code.

[5] In accordance with the 18th resolution approved by the Shareholders’ Meeting held on April 30, 2026.

[6]The initial personal investment of employees subscribing to the Guarantee Plus Offer will be guaranteed by the partner bank (Natixis), and subscribers will benefit from the higher of (i) an annual return of 3% capitalized on the amount of their personal investment or (ii) four times the protected average increase of the AXA share price calculated over the entire lock-up period of the shares, applied to the amount of their personal investment.

[7] The arithmetic average of the 20 daily VWAPs corresponds to the average prices of AXA shares traded on a given trading day weighted by the number of AXA shares traded at each price on Compartment A of Euronext Paris (excluding opening and closing prices) over a period of 20 consecutive trading days ending on the last trading day before the Chief Executive Officer sets the opening date of the retraction/subscription period (expected on October 30, 2026).

[8] Local regulations may impose stricter limits.

[9] Excluded.

[10] The decision of the Chief Executive Officer setting subscription prices and dates for the Retraction/Subscription Period is expected on October 30, 2026.