AXA — Share Issue/Capital Change 2019

Jun 7, 2019

Paris, June 7, 2019

AXA S.A. announces the successful completion of a Secondary Offering of AXA Equitable Holdings, Inc.'s Common Stock

• Net proceeds of USD 834 million
• AXA's ownership of EQH's common stock decreased from 48.3%1,2 to 40.1%1,2

AXA S.A. ("AXA") announces today that it has successfully completed a secondary public offering of 40,000,000 shares of common stock (the "Offering") of AXA Equitable Holdings, Inc. ("EQH").

Net proceeds³ to AXA, corresponding to the sale of 40,000,000 EQH shares, amounted to USD 834 million or Euro 739 million4,5 . Following this sale, AXA's ownership in EQH has decreased from 48.3%1,2 to 40.1%1,2 . In addition, AXA has granted the underwriters a 30-day option to purchase up to an additional 6,000,000 EQH shares.

¹ EQH's issued and outstanding common stock as of May 9, 2019 comprised 491,138,042 shares.

² Including the shares to be delivered on redemption of the bonds mandatorily exchangeable into EQH shares, issued by AXA in May 2018.

³ Net of underwriting discounts and commissions.

⁴ 1 Euro = 1.1293 USD as of June 6, 2019 (Source: Bloomberg).

⁵ Not including the proceeds from the potential exercise of the 30-day over-allotment option granted to the underwriters to purchase 6,000,000 EQH shares.

Disclaimer

EQH's effective registration statement, including an accompanying prospectus, relating to the Offering was previously filed by EQH with the U.S. Securities and Exchange Commission (the "SEC"). Investors should read the prospectus and other documents EQH has filed with the SEC for more complete information about EQH and the Offering. These documents are available on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014 or Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: Barclaysprospectus@broadridge.com or telephone: 888-603- 5847.

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 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:

+33.1.40.75.48.42
+33.1.40.75.46.85
+33.1.40.75.39.82
+33.1.40.75.59.17
+33.1.40.75.73.07
+33.1.40.75.39.20
+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	FOR MORE INFORMATION:
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	Investor Relations: Kevin Molloy:	+1.212.314.2476
future since 1859 and have a combined total of more than 12,500 employees and financial professionals, 5.3 million customer relationships and \$664 billion of assets under management (as of 03/31/19).	Media Relations: Matt Asensio:	+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, 2018, 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.