AXA — Share Issue/Capital Change 2018

Nov 20, 2018

Paris, November 20, 2018

AXA announces the successful completion of Secondary Common Stock Offering of AXA Equitable Holdings, Inc. and related Share Buyback

• Net proceeds¹ of USD 1.8 billion
• Up to USD 0.2 billion of potential additional proceeds, if the underwriters decide to exercise their over-allotment option by December 15,2018
• AXA's ownership of EQH's common stock has decreased from 72.2%2,3 to 59.3%3,4

AXA S.A. ("AXA") announces today that it has successfully completed a secondary public offering of 60,000,000 shares (the "Offering"), at a public offering price of USD 20.25 per share, of its U.S. subsidiary, AXA Equitable Holdings, Inc. ("EQH") and the sale to EQH of 30,000,000 shares (the "Share Buyback")⁵ at the per share price paid by the underwriters in the public offering.

Net proceeds¹ corresponding to the sale of 90,000,000 EQH shares from the Offering and the Share Buyback, amounted to USD 1.8 billion or Euro 1.6 billion⁶ . Following this sale, AXA's ownership in EQH has decreased from 72.2%2,3 to 59.3%3,4 . In addition, AXA has granted the underwriters a 30-day option to purchase up to an additional 9,000,000 EQH shares.

"AXA continues its transformation journey with the successful new placement of EQH shares, representing another step in shifting AXA's business profile towards our strategic preferred segments and additional financial flexibility for the Group", said Thomas Buberl, Chief Executive Officer of AXA.

"AXA Equitable Holdings has been delivering strong operating performance since the IPO 6 months ago, and I wish them continued success as a leading US-listed financial services company."

¹ Net of underwriting discounts and commissions.

² 558,526,870 total common outstanding shares, as of September 30, 2018.

³ Including shares to be delivered on redemption of the mandatorily exchangeable bonds issued by AXA in May 2018.

⁴Assuming the full exercise of the over-allotment option of 9,000,000 EQH shares granted to underwriters, AXA's ownership of EQH would decrease to 57.5%.

⁵ Following the completion of the Share Buyback, EQH's remaining authorization under its current share repurchase program of USD 800 million is approximately USD 151 million.

⁶ 1 Euro = 1.1458 USD as of November 19, 2018 (Source: Bloomberg).

Disclaimer

A registration statement relating to the Offering has been filed by EQH with, and declared effective by, the U.S. Securities and Exchange Commission. Copies of the registration statement may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717 or telephone: 866-803-9204; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; and Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or telephone: 800-831-9146.

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.

ABOUT THE AXA GROUP

The AXA Group is a worldwide leader in insurance and asset management, with 160,000 employees serving 105 million clients in 62 countries. In 2017, IFRS revenues amounted to Euro 98.5 billion and underlying earnings to Euro 6.0 billion. AXA had Euro 1,439 billion in assets under management as of December 31, 2017.

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
Shantanu Priya:	+33.1.40.75.58.44
Mathias Schvallinger:	+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
Nicolas Feltrin:	+33.1.40.75.56.48
Shruti Dhanda:	+33.1.40.75.72.58
Farah El Mamoune:	+33.1.40.75.46.68

Corporate Responsibility strategy:

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

SRI ratings:

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

ABOUT AXA EQUITABLE HOLDINGS

AXA Equitable Holdings, Inc. (NYSE: EQH) is one of the leading financial services companies in the U.S. and is comprised of two complementary and well-established principal franchises, AXA Equitable Life Insurance Company and AllianceBernstein. We have been helping clients prepare for their financial future since 1859 and have a combined total of more than 12,100 employees and financial professionals, 5.3 million customer relationships and \$668 billion of assets under management (as of 09/30/18).

FOR MORE INFORMATION:

Investor Relations: Kevin Molloy:	+1.212.314.2476
Media Relations: Gina Tyler:	+1.212.314.2010

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 Registration Document for the year ended December 31, 2017, 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.

This press release does not constitute an offer to the public in France, nor a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended, transposed and implemented in the relevant member State of the European Economic Area (the "Prospectus Directive"). With respect to each Member State of the European Economic Area which has implemented the Prospectus Directive (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Member State. As used in this paragraph, the expression "offer to the public" in relation to any securities in a given Member State means any communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for these securities, as this definition may have been amended, as the case may be, in such Member State in connection with the transposition of the Prospectus Directive. These selling restrictions apply in addition to any other selling restrictions which may be applicable in the Member States.