AXA — M&A Activity 2019

Oct 25, 2019

Paris, October 25, 2019

AXA to sell AXA Bank Belgium,

and enter into a long-term insurance distribution partnership with Crelan Bank

• Further simplification of AXA's profile,in line with its Ambition 2020 strategy
• Continued focus towards preferred segments
• Strengthening of AXA's balance sheet,with an expected +4pointson Solvency II ratio

AXA announced today that it has entered into an agreementto sell its Belgian banking operations, AXA Bank Belgium,to Crelan Bank ("Crelan").

Under the terms of the agreement, AXA will sell 100% of AXA Bank Belgium to Crelan for a total consideration of Euro 620 million, comprised of (i) a total cash consideration of Euro 540 million¹ , and (ii) the transfer to AXA Belgium of 100% ofCrelan Insurance (valued at Euro 80 million), the insurance company of Crel an, providing protection insurance linkedto loansoriginated by Crelan.

In addition, AXA and Crelan have agreed to enter into a long-termP&C and Protection² insurance distribution partnership, extending the existing partnership between AXA Bank Belgium and AXA Belgium to the entire Crelan network.

"This transactionis another important step in the executionof our Ambition2020 strategy, as we concent ra te on businesses with critical scale and continue to simplify our business profile", saidThomas Buberl,Chief Executive Officer of AXA.

"We are extremely pleased to maintain our strong historicallinks througha continued partnership with AXA Ba nk Belgium, a key factor in this transaction,andto extendthis partnership toCrelan's network.Combining t his wit h the transfer of Crelan's insurance business to AXA, our leadership position in our preferred segments in Belgium will be furtherreinforced."

"We are convinced that AXA Bank Belgium will strongly benefit from the consolidation withCrelan, levera ging on their respective scales andproduct offerings."

"I would like to thank AXA Bank Belgium's management team and all the employees for their strongcont rib ut ion and commitment over the years andwishthemevery success as part ofthe CrelanGroup."

¹ Subject to price adjustment at closing.

² Insurance linked to mortgages, consumer and professional loans.

Financial impacts

• This transaction is expected to result in apositive impact on AXA Group's Solvency II ratio of ca.4 points.
• It is expected to result in a one-time negative Net Income impact³ of approximately Euro 0.6 billion in AXA Group's FY19 consolidated financial statements.
• Underlying Earnings (UE) generated by AXA Bank Belgium were Euro 47 million⁴ in 2018.

In addition, AXA will take a 9.9% minority equity stake 5 in Crelan NV⁶ and AXA Bank Belgium,investing a total of Euro 90 million, which will be fully financed by the purchase by Crelan, for Euro 90 million, of the contingent convertible bonds previouslyissued by AXA Bank Belgiumto AXA Group.

Completion of the transactionis subjectto customary closing conditions, including the receipt of regulatory approvals, and is expected to be finalized in the second quarter of 2020.

4 Excluding favourable non-recurring impacts of Euro 36 million.

³ The net income impact is based on the cash consideration and the value of Crelan Insurance only and does not take into account any value for the insurance distribution partnership with AXA Bank Belgium, and its extension to Crelan.

⁵ Crelan has a call option to purchase the Crelan NV and AXA Bank Belgium shares held by AXA.

⁶ Crelan NV is Crelan's banking subsidiary.

About AXA Bank Belgium

AXA Bank Belgium is the 6 th largestretail bank in Belgium in terms of total assets (Euro 27 billion, of which Euro 20 billion of customer loans). AXA Bank Belgium offersa range of retailbanking productsand investment solutions to ca . 860,000 customers, primarily focused on credit, investment, and daily banking services and deposits. The company had 790 employeesand distributed its products through a network of ca. 550 bank agenciesacross Belgium, as at the end of 2018. AXA Bank Belgium has no direct links with other banking activities of the AXA Group, notably in France and Germany, which arenotaffected by this transaction.

About CrelanBank⁷

Crelan is a cooperative bank which is directly owned by its clients via CrelanCo. In 2018, Crelan, including its subsidiary Europabank, was the7 th largestbank in Belgium by assets (Euro 20.4 billion) and hadEuro 16.7billion of loans. The ba nk offersboth retail andSME commercialbanking services to ca. 920,000customers, relying on 633 branches, with a str ong presencein Flanders. Theagents also act as insurance intermediariesoffering both P&C and Life& Saving products.

About Crelan Insurance⁷

Crelan Insurance is the insurance company of Crelan,providingprotection insurance to Crelan's customerson mortgages, professional and consumer loans. In 2018, the company generated Euro 28 million of Gross Written Premium (GWP), of which 92% comes from mortgage insurance. 2018Net Income amounted to Euro 5.5 million.

ABOUT THE AXA GROUP

The AXA Group is a worldwide leader in insurance and asset management, with 171,000 employees serving 105 million clients in 61 countries. In 2018, IFRS revenues amounted to Euro 102.9 billion and underlying earnings to Euro 6.2 billion. AXA had Euro 1,424 billion in assets under management as of December 31, 2018.

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) Principles 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
Andrew Wallace-Barnett:	+33.1.40.75.46.85
François Boissin:	+33.1.40.75.39.82
Aayush Poddar:	+33.1.40.75.59.17
Mikaël Malaganne:	+33.1.40.75.73.07
Mathias Schvallinge r:	+33.1.40.75.39.20
Alix Sicaud:	+33.1.40.75.56.66

Individual Shareholder Relations: +33.1.40.75.48.43

Media Relations:	+33.1.40.75.46.74
Julien Parot:	+33.1.40.75.59.80
Farah El Mamoune:	+33.1.40.75.46.68
Jonathan De slandes:	+33.1.40.75.97.24

Corporate Responsibility strategy:

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

SRI ratings:

axa.com/en/investor/sri-ratings-ethical-indexe s

IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained herein may be forward-looking statements including, but not limited to, statements that are predictions 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 cause AXA's actual results to differ materially from those expressed or implied in such forward looking statements. Please refer to Part 4 - "Risk Factors and Risk Management" of AXA's 2018 Registration Document, for a description of certain important factors, risks and uncertainties that may affect AXA's business and/or results of operations. AXA undertakes no obligation 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.

⁷ Source: Crelan 2018 Annual Report