AXA — Capital/Financing Update 2022

May 25, 2022

Paris, May 25, 2022

AXA announced the successful placement of Euro 1.25 billion dated subordinated notes due 2043

AXA announced today the successful placement of Euro 1.25 billion of Reg S subordinated notes due 2043 with institutional investors. The notes will be usedfor general corporate purposes, including the refinancing of part of the Group's outstanding debt, comprising AXA XL USD 500 million 4.45% subordinated notes due 2025 and AXA XL Euro 500 million 3.25% subordinated notes due 2047 (callable in 2027)¹ .

The initial fixed rate has been set at 4.25% per annum until the end of the 6-month call window period (March 2033), when the interest rate will become a floating rate based on 3-month EURIBOR plus a margin including a 100 basis points step up. Investor demand was strong with a book subscribed close to 2 times.

The notes will be treated as capital from a regulatory and rating agencies' perspective within applicable limits. The transaction has been structured for the notes to be eligible as Tier 2 capital under Solvency II.

The notes are expected to be rated A-/Stable by Standard & Poor's, A3(hyb)/on Review for Upgradeby Moody's and A-/Positive by Fitch, which reflect notably the recentupgrade of AXA S.A.'s long term issuer credit rating by S&P² and Fitch³ , as a result of the transformation of AXA S.A.into the Group's internalreinsurer.

The settlement of the notes is expected to take place on May 31, 2022.

¹ Following the exercise of the respective make-whole option by AXA XL related to each such series of notes, to be redeemed on June 29, 2022.

² On May 11, 2022, S&P upgraded its long-term Issuer Credit Rating on AXA S.A. by one notch to A+ from A and removed it from CreditWatch with positive implications. The outlook is stable.

³ On May 16, 2022, Fitch upgraded its long-term Issuer Default Rating on AXA S.A. by one notch to A+ from A and removed it from Rating Watch Positive. The outlook is positive.

ABOUT THE AXA GROUP

The AXA Group is a worldwide leaderin insurance and asset management, with 149,000 empl oyee s serving 95 million clients in 50 countries. In 2021, IFRS revenues amounted to Euro 99.9 bil lion and underlying earnings to Euro 6.8 billion. AXA had Euro 1,051 billion in assets under management as of December 31, 2021.

The AXA ordinary share is listed on compartment A of Euronext Paris under the ticker symbol CS (ISN FR 0000120628 – Bloomberg: CS FP – Reuters: AXAF.PA). AXA's American Depository Share is also quoted on the OTC QX platform under the ticker symbol AXAHY.

The AXA Group is included in the main international SRI indexes, such as Dow Jones Sustainability Index (DJSI) and FTSE4GOOD.

It is a founding member of the UN Environment Programme's Finance Initiative (UNEP FI) Principle s for Sustainable Insurance and a signatory of the UN Principles for Responsible Investment. This press release and the regulated information made public by AXA pursuant to article L. 451-1-2 of the French Monetary and Financial Code and articles 222-1 et seq. of the Autorité des marchés financiers' General Regulation are available on the AXA Group website (axa.com).

THIS PRESS RELEASE IS AVAILABLE ON THE AXA GROUP WEBSITE axa.com

FOR MORE INFORMATION:

Investor Relations: +33.1.40.75.48.42

anu.venkataraman@axa.com remi.dousteyssier@axa.com mikael.malaganne@axa.com shuqi.ye@axa.com

Individual Shareholder Relations: +33.1.40.75.48.43

Media Relations: +33.1.40.75.46.74

julien.parot@axa.com farah.elmamoune@axa.com alexiana.cirier@axa.com baptiste.denis@axa.com

Corporate Responsibility strategy:

axa.com/en/about-us/strategy-commitments

SRI ratings:

axa.com/en/investor/sri-ratings-ethical-indexes

IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained herein are forward-looking, including but not limited tostatements that arepredictions of or indicate future events, trends, plans, expectations or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could ca use AX A' s a ct ua l results to differ materially from those expressed or implied in such forward-looking statements. Please refer to Part 5 - "Risk Factors andRiskManagement" of AXA's Universal Registration Document for the year endedDecember 31, 2021 for a description of certain important factors, risks and uncertainties that may affect AXA'sbusiness and/or results of operations. AXA undert ak e s no obl i g a ti on to publicly update or revise any of these forward-looking statements,whether to reflect new information, future events or circumstances or otherwise, except as required by applicable laws and regulations.

This press release is for informational purposes only and does not constitute an offer to sell orthe solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sa l e in a ny jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The distribution, publication or release of this pr ess release or any information contained therein or relating thereto may be prohibited by lawin certain jurisdictions. Persons into whose possession this press release or information comes are requi r ed to inform themselves of and to observe these restrictions. Non-compliance with these restrictions may result in the violation of legal restrictions in such jurisdictions. AXA does not accept any liability to a ny person in relation to the distributionof suchpress release or information in any jurisdiction.

This press release does not constitute a recommendation concerning any issue of securities. Potential investors should consult a professional adviser as to the suitability of the Notes referred to herein for the person concerned.

This press release and the information it contains may not be published, released, forwarded, transmitted or distributed, directly or indirectly, in or into the United States (including i ts te r rit ori e s a nd dependencies) or to any U.S. Person (as defined in Regulation Sunder the U.S. Securities Act of 1933) or any person located or resident in the United States.

This press release is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of June 14, 2017 (as amended, the "Prospectus Regulation") and Delegate d R eg ul a ti on (EU ) 2019/979 of March 14, 2019, as amended. Investors in the European Economic Area ("EEA") who wish to obtain information on the terms and conditions of the Notes,and determine whether or not t he y may, and wish to, subscribe thereto are urged to read, and refer exclusively to, the prospectus to be submitted by AXA SA for approval to the Luxembourg Financial Markets Authori t y (Co mmi s s i on de Surveillance du Secteur Financier)(the "CSSF"), before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in these securiti es. Such prospectus will be published on AXA's website (www.axa.com, Section "Investors", sub-section "Legal Information & Financing", pages "Listed Notes(EMTN)" or "Listed Notes (other)") a nd on the website of the Luxembourg Stock Exchange (www.bourse.lu). The approval of this prospectus by the CSSF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

The Notes referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no a ct ion ha s be en or w ill be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the EEA. For the purposes of this provision: (a) "retail investor" means a person w ho i s one (or mor e) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, whe r e t ha t customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or(iii) not a "qualified investor" as defined in the Prospectus Regulation; and (b) the expression "offe r " includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered soas to enable an investor to decide to purchase or subscribe for the Notes, as applicable. Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the N ote s, or othe r wi se making them available, to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA m ay be unl a wful under the PRIIPs Regulation.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdraw a l) Ac t 2 01 8 (t he "U K P rospe c tus Regulation") and has not been approved, filed orreviewed by any regulatory authority of the United Kingdom ("UK"). This press release has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this press release is not beingdistributed to, and must not be passed on to, the gene r al publ i c i n t he United Kingdom. The communication of this press release is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only direc te d a t and m ay onl y be communicated to (1) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FPO"), (2 ) hi g h ne t wor th companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the FPO, and (3) persons outside the United Kingdom (toget he r be i ng r efe r re d to a s "relevant persons"), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this press release is availableonly to relevant persons and wi l l be engaged in only with relevant persons.

The Notes referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no a ct i on ha s be en or w il l be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the UK. For the purposes of this provision a "retail investor" means a person who is one (or more) of the following: (i) a retail client as definedin point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2 of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a "qualified investor" as defined in the UK Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part ofdomestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or selling the N ot e s, or otherwise making them available, to retail investors in theUK has been prepared and therefore offering or selling the Notes or otherwise making them available toany retail investor i n the U K m ay be unlawful under the UK PRIIPsRegulation.