AXA S.A.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- the issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through a special purpose entity -- Canadian participants will receive disclosure documents -- the special purpose entity or FCPE is subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- there is no market for the securities of the issuer in Canada -- the number of Canadian participants and their share ownership are de minimis -- relief granted, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

National Instrument 45-106 Prospectus Exemptions.

National Instrument 45-102 Resale of Securities.

[Original text in French]

September 25, 2024

SEDAR+ filing No: 06153720

IN THE MATTER OF
THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO
(the "Jurisdictions")

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
AXA S.A.
(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

1. an exemption from the prospectus requirement (the Prospectus Relief) so that such requirement does not apply to:

a) trades of:

i) units (the Principal Classic Units) of a compartment named AXA Shareplan Direct Global (the Principal Classic Compartment), a compartment of a fonds commun de placement d'entreprise or FCPE, a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors named Shareplan AXA Direct Global (the Fund);

ii) units (the 2024 Classic Units) of a temporary compartment named AXA Actions Relais Global 2024 (the 2024 Classic Compartment), a compartment of the Fund;

iii) units (together with 2024 Classic Units, the Temporary Classic Units, and together with the Principal Classic Units, the Classic Units) of future temporary compartments of the Fund organized in the same manner as the 2024 Classic Compartment established for Subsequent Employee Offerings (as defined below) (together with the 2024 Classic Compartment, the Temporary Classic Compartments, and together with the Principal Classic Compartment, the Classic Compartments);

iv) units (the 2024 Leveraged Units) of a compartment named AXA Plan 2024 Global (the 2024 Leveraged Compartment), a compartment of the Fund;

v) units (together with the 2024 Leveraged Units, the Leveraged Units, and together with the Classic Units, the Units) of future compartments of the Fund organized in the same manner as the 2024 Leveraged Compartment (together with the 2024 Leveraged Compartment, the Leveraged Compartments, and together with the Classic Compartments, the Compartments),

made pursuant to the Employee Offering (as defined below) to or with Qualifying Employees (as defined below) resident in the Jurisdictions, Alberta, and British Columbia (collectively, the Canadian Employees, and together with Canadian Employees who subscribe for Units, the Canadian Participants);

b) trades of ordinary shares of the Filer (the Shares) by the Compartments to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants;

c) trades of Principal Classic Units made pursuant to an Employee Offering to or with holders of Leveraged Units upon the transfer of the Canadian Participants' assets in the relevant Leveraged Compartment to the Principal Classic Compartment at the end of the applicable Lock-Up Period (as defined below);

2. an exemption from the dealer registration requirement (together with the Prospectus Relief, the Exemption Sought) so that such requirement does not apply to the Filer and its Local Related Entities (as defined below), the Fund, the Compartments and AXA Investment Managers Paris (the Management Company) in respect of:

a) trades in Units made pursuant to the Employee Offering to or with Canadian Employees not resident in Ontario;

b) trades in Shares by the Compartments to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants; and

c) trades in Principal Classic Units made pursuant to the Employee Offering to or with holders of Leveraged Units upon the transfer of the Canadian Participants' assets in the relevant Leveraged Compartment to the Principal Classic Compartment at the end of the applicable Lock-Up Period.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

a) the Autorité des marchés financiers is the principal regulator for this application;

b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 11-102) is intended to be relied upon in Alberta and British Columbia; and

c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 45-106 respecting Prospectus Exemptions, CQLR, c. V-1.1, r. 21 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation formed under the laws of France. It is not and has no intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada and is not in default of securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France and its Shares are listed on Euronext Paris.

2. The Filer has established a global employee share offering (the 2024 Employee Offering) and expects to establish subsequent global employee share offerings following 2024 for the next four years that are substantially similar (the Subsequent Employee Offerings, and together with the 2024 Employee Offering, the Employee Offering) for Qualifying Employees of the Filer and its participating related entities, including related entities that employ Canadian Employees (the Local Related Entities, and together with the Filer and other related entities of the Filer, the AXA Group). Each Local Related Entity is a direct or indirect controlled subsidiary of the Filer and no Local Related Entity is a reporting issuer nor has any intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the AXA Group in Canada is located in Québec.

3. As of the date hereof, Local Related Entities include AXA Assistance Canada Inc., XL Services Canada Ltd., Matrix Risk Consultants Inc., XL Speciality Insurance Company, XL Reinsurance America Inc. and Catlin Canada Inc. For any Subsequent Employee Offering, the list of Local Related Entities may change.

4. As of the date hereof and after giving effect to an Employee Offering, the Filer is and will be a "foreign issuer" as such term is defined in section 2.15(1) of Regulation 45-102 respecting Resale of Securities, CQLR, c. V-1.1, r. 20 (Regulation 45-102), section 2.8(1) of Ontario Securities Commission Rule 72-503 -- Distributions Outside Canada (OSC Rule 72-503) and section 11 (1) of Alberta Securities Commission Rule 72-501 -- Distributions to Purchasers Outside Alberta (Alberta Rule 72-501).

5. Each Employee Offering is comprised of two subscription options:

a) an offering of Shares to be subscribed through the relevant Temporary Classic Compartment, which will be merged with the Principal Classic Compartment following the completion of the Employee Offering (the Classic Plan);

b) an offering of Shares to be subscribed through the relevant Leveraged Compartment (the Leveraged Plan).

6. Only persons who are employees of an entity forming part of the AXA Group during the subscription period pursuant to the Employee Offering and who meet other employment criteria (the Qualifying Employees) may participate in the relevant Employee Offering.

7. The Principal Classic Compartment was established for the purpose of implementing the employee offerings generally. The 2024 Classic Compartment and the 2024 Leveraged Compartment were established for the purpose of implementing the 2024 Employee Offering. There is no intention for any of the 2024 Classic Compartment, the 2024 Leveraged Compartment, the Principal Classic Compartment or the Fund to become a reporting issuer under the securities legislation of any jurisdiction of Canada. There is no intention for any Temporary Classic Compartment or Leveraged Compartment that will be established for the purpose of implementing Subsequent Employee Offerings to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The 2024 Classic Compartment, the 2024 Leveraged Compartment and the Principal Classic Compartment are registered with, and approved by, the Autorité des marchés financiers in France (the French AMF).

9. It is expected that each Temporary Classic Compartment and Leveraged Compartment established for Subsequent Employee Offerings will be an FCPE and will be registered with, and approved by, the French AMF.

10. The total amount that may be invested by a Canadian Employee in the Employee Offering cannot exceed 25% of his or her estimated gross annual compensation for the relevant calendar year. For the purposes of calculating these limits, a Canadian Participant's maximum investment in a Leveraged Compartment will include the additional Bank Contribution. Therefore, the total amount invested by a Canadian Participant in the Leveraged Plan cannot exceed 2.5% of his or her estimated gross annual compensation.

11. Under the Classic Plan, each Employee Offering will be made as follows:

a) Canadian Participants will subscribe for the relevant Temporary Classic Units, and the relevant Temporary Classic Compartment will then subscribe for Shares on behalf of Canadian Participants using the Canadian Participants' contributions.

b) The subscription price will consist of the price calculated as the arithmetical average of the daily volume weighted average price of the Shares (expressed in euros) on Euronext Paris for the 20 consecutive trading days preceding the date of fixing of the subscription price by the Chief Executive Officer or Deputy Chief Executive Officer, commissioned by the Filer's Board of Directors (the Reference Price), less a specified discount to the Reference Price (e.g. 20% for the 2024 Employee Offering).

c) Following the completion of the Employee Offering, the relevant Temporary Classic Compartment will be merged with the Principal Classic Compartment (subject to the approval of the supervisory board of the Fund and the French AMF). The Temporary Classic Units held by Canadian Participants will be replaced with Principal Classic Units on a pro rata basis and the Shares subscribed for will be held in the Principal Classic Compartment (such transaction being referred to as the Merger). The Merger is made by the transfer of all assets held in the Temporary Classic Compartment into the Principal Classic Compartment and the liquidation of the Temporary Classic Compartments after such transfer.

d) The Classic Units acquired under the Classic Plan by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions provided for under French law and adopted for an Employee Offering (such as death, disability or termination of employment).

e) Any dividends paid on the Shares held in the Classic Compartment will be contributed to the Classic Compartment and used to purchase additional Shares. New Classic Units will be issued to the Canadian Participants in order to reflect this reinvestment.

f) At the end of the relevant Lock-Up Period, a Canadian Participant may: (i) request the redemption of his or her Classic Units in consideration for the underlying Shares, or a cash payment equal to the then market value of the Shares; or (i) continue to hold his or her Classic Units and request the redemption of those Units at a later date in consideration for the underlying Shares or a cash payment equal to the then fair market value of the Shares.

g) In the event of an early exit resulting from a Canadian Participant exercising one of the exceptions to the Lock-Up Period and meeting the applicable criteria (an Early Redemption), a Canadian Participant may request the redemption of his or her Classic Units in consideration for the underlying Shares or a cash payment equal to the then market value of the underlying Shares;

12. Under the Leveraged Plan, each Employee Offering will be made as follows:

a) Canadian Participants will subscribe for the relevant Leveraged Units, and the relevant Leveraged Compartment will then subscribe for Shares on behalf of Canadian Participants using the Employee Contribution (as described below) and certain financing made available by Natixis (the Bank), a bank governed by the laws of France. For any Subsequent Employee Offering, the Bank may change. In the event of such a change, the successor to the Bank will remain a large French commercial bank subject to French banking legislation.

b) The subscription price (expressed in euros) will consist of the Reference Price, less a specified discount determined by the Bank (e.g. 6.40% for the 2024 Employee Offering).

c) Participation in the Leveraged Plan represents a potential opportunity for Qualifying Employees to obtain higher gains than would be available through participation in the Classic Plan by virtue of the Qualifying Employee's indirect participation in a financing arrangement involving a swap agreement (the Swap Agreement) between the relevant Leveraged Compartment and the Bank. In economic terms, the Swap Agreement involves the following exchange of payments: for each Share which may be subscribed for by a Qualifying Employee's contribution (expressed in euros) (the Employee Contribution) under the Leveraged Plan at the Reference Price less the specified discount, the Bank will finance the subscription of nine additional Shares to be subscribed for by the relevant Leveraged Compartment (on behalf of the Canadian Participant) (the Bank Contribution).

d) Each Canadian Participant will receive Leveraged Units in the relevant Leveraged Compartment entitling him or her to the euro amount of the Employee Contribution and the Shares subscribed for on his or her behalf with the Bank Contribution.

e) Under the terms of the Swap Agreement, the relevant Leveraged Compartment will remit to the Bank an amount equal to the net amount of any dividends paid on the Shares held in the Leveraged Compartment during the Lock-up Period.

f) The Leveraged Units acquired by Canadian Participants will be subject to the Lock-Up Period, subject to certain exceptions provided for under French law and the Employee Offering (such as death, disability or termination of employment).

g) At the end of the Lock-Up Period or in the event of an Early Redemption, a Canadian Participant in the Leveraged Plan will, pursuant to the terms and conditions of the guarantee contained in the Swap Agreement, be entitled to receive 100% of his or her Employee Contribution. The Management Company is permitted to cancel the Swap Agreement (which will have the effect of cancelling the guarantee) in certain strictly defined conditions where it is in the best interests of the unitholders. In the event that the Management Company cancelled the Swap Agreement and this was not in the best interests of the unitholders, then such unitholders would have a right of action under French law against the Management Company.

h) At the end of the Lock-Up Period, the Swap Agreement will terminate after the final swap payments are made. A Canadian Participant may then request the redemption of his or her Leveraged Units in consideration for cash or Shares with a value equivalent to: i) the Canadian Participant's Employee Contribution; and ii) the Canadian Participant's portion of the appreciation amount, if any (the Redemption Formula).

i) If a Canadian Participant does not request the redemption of his or her Leveraged Units at the end of the Lock-Up Period, his or her investment in the Leveraged Compartment will be transferred to the Principal Classic Compartment upon the decision of the supervisory board of the Leveraged Compartment and Principal Classic Compartment (subject to the approval of the French AMF). New Principal Classic Units will be issued to such Canadian Participants in recognition of the assets transferred to the Principal Classic Compartment. The Canadian Participants will be entitled to request the redemption of the new Principal Classic Units whenever they wish. However, following a transfer to the Principal Classic Compartment, the Employee Contribution and the appreciation amount will no longer be covered by the Swap Agreement (including the Bank's guarantee contained therein).

j) In the event of an Early Redemption and meeting the applicable criteria, a Canadian Participant may request the redemption of Leveraged Units using the Redemption Formula. The measurement of the increase, if any, with respect to the Reference Price, will be carried out in accordance with similar rules to those applied to redemption at the end of the Lock-up Period, but it will rather be measured using values of the Shares at the time of the Early Redemption instead.

k) Under no circumstances will a Canadian Participant in the Leveraged Plan be liable to any of the Leveraged Compartment, the Bank or the Filer for any amounts in excess of his or her Employee Contribution under the Leveraged Plan.

l) For Canadian federal income tax purposes, a Canadian Participant in a Leveraged Plan should be deemed to receive all dividends paid on the Shares financed by the Employee Contribution and the Bank Contribution at the time such dividends are paid to the relevant Leveraged Compartment, notwithstanding the actual non-receipt of the dividends by the Canadian Participants.

m) The declaration of dividends on the Shares (in the ordinary course or otherwise) is determined by the Board of Directors of the Filer and approved by the shareholders of the Filer. The Filer has not made any commitment to the Bank as to any minimum payment of dividends during the term of the Lock-Up Period.

n) Considering that, at the time of the initial investment decision relating to participation in a Leveraged Plan, Canadian Participants will be unable to quantify their potential income tax liability resulting from such participation, the Filer or its Local Related Entities will indemnify each Canadian Participant in the Leveraged Plan for the following costs: tax costs for the Canadian Participants associated with the payment of dividends in excess of a specified amount in euros per calendar year per Share during the Lock-Up Period, such that, in all cases, a Canadian Participant will, at the time of the original investment decision, be able to determine his or her maximum tax liability in connection with dividends received by the relevant Leveraged Compartment on his or her behalf under the Leveraged Plan.

o) At the time the relevant Leveraged Compartment's obligations under the Swap Agreement are settled, the Canadian Participant will realize a capital gain (or capital loss) by virtue of having participated in the Swap Agreement to the extent that amounts received by the relevant Leveraged Compartment, on behalf of the Canadian Participant, from the Bank exceed (or are less than) amounts paid by such Leveraged Compartment, on behalf of the Canadian Participant to the Bank. Any dividend amounts paid to the Bank under the Swap Agreement will serve to reduce the amount of any capital gain (or increase the amount of any capital loss) that the Canadian Participant would have otherwise realized (or lost). Capital losses (gains) realized by a Canadian Participant may generally be offset against (reduced by) any capital gains (losses) realized by the Canadian Participant on a disposition of the Shares, in accordance with the rules and conditions under the Income Tax Act (Canada) or comparable provincial legislation (as applicable).

13. The 2024 Employee Offering does not include a matching contribution of Shares. The AXA group may decide to grant a matching contribution to Canadian Participants in Subsequent Employee Offerings, with the terms of such contribution to be determined at a later date, as applicable.

14. Under French law, an FCPE is a limited liability entity. Each Compartment's portfolio will consist almost exclusively of Shares, although the Leveraged Compartment's portfolio will also include rights and associated obligations under the Swap Agreement. The Compartments may also hold cash or cash equivalents pending investments in Shares and for the purposes of facilitating Unit redemptions.

15. The Compartments are managed by the Management Company, which is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager and complies with the rules of the French AMF. The Management Company is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada. For any Subsequent Employee Offering, the Management Company may change. In the event of such a change, the successor to the Management Company will comply with the terms and conditions described in this paragraph.

16. The Management Company's portfolio management activities in connection with the Employee Offerings and the Compartments are limited to subscribing for Shares of the Filer, selling such Shares as necessary in order to fund redemption requests, investing available cash in cash equivalents and such activities as may be necessary to give effect to the Swap Agreement.

17. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of the Compartments. The Management Company's activities do not affect the underlying value of the Shares.

18. None of the entities forming part of the AXA Group, the Compartments or the Management Company, or any of their directors, officers, employees, agents or representatives will provide investment advice to Canadian Employees with respect to an investment in Units or Shares.

19. None of the entities forming part of the AXA Group, the Compartments or the Management Company is in default of securities legislation of any jurisdiction of Canada.

20. Shares issued pursuant to an Employee Offering will be deposited in the relevant Compartment's accounts with BNP Paribas SA (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow the relevant Compartment to exercise the rights relating to the securities held in their portfolio.

21. The Management Company and the Depositary are obliged to act exclusively in the best interests of the Unit holders (including Canadian Participants) and are jointly and severally liable to them under French legislation for any violation of the rules and regulations governing FCPEs, any violation of the rules of the FCPE or for any self-dealing or negligence.

22. Participation in the Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in the Employee Offering by expectation of employment or continued employment.

23. The Unit value will be calculated and reported to the French AMF on a regular basis. The value of Units will increase or decrease reflecting the increase or decrease of the value of the underlying Shares.

24. The Units and Shares are not currently listed for trading on any stock exchange in Canada and there is no intention to have them so listed.

25. All management charges relating to the Compartments will be paid from the assets of the relevant Compartment or by the Filer, as provided in the rules of the relevant Compartment.

26. The Filer will retain a securities dealer registered as a broker/investment dealer under the securities legislation of Ontario to provide advisory services to Canadian Employees resident in Ontario who express an interest in an Employee Offering and to help make a determination, in accordance with industry practices, as to whether an investment in an Employee Offering is suitable for each such Canadian Employee based on his or her particular financial circumstances.

27. Canadian Participants will receive an information package in the French or English language, according to their preference, which will include a summary of the terms of the relevant Employee Offering, a description of the relevant Canadian income tax consequences of subscribing for and holding Units and requesting the redemption of such Units at the end of the applicable Lock-Up Period. Canadian Participants will receive a Key Investor Information Document (KID) approved by the French AMF for each Compartment describing its main characteristics and a reservation, revocation and subscription form. The information package for Canadian Participants subscribing to Leveraged Units will include all the necessary information for general inquiry and support with respect to the Leveraged Plan and will also include a risk statement which will describe certain risks associated with an investment in Leveraged Units pursuant to the Leveraged Plan. Canadian Participants may consult the Filer's Annual Report (Document d'enregistrement universel) filed with the French AMF in respect of the Shares as well as a copy of the relevant Compartment's rules. Canadian Participants will also have access to the continuous disclosure materials relating to the Filer that are provided to its shareholders generally. Canadian Participants will receive an initial statement of their holdings, together with an updated statement at least once per year.

28. As of July 3, 2024, there are approximately 272 Canadian Employees, with the greatest number resident in Ontario (135), and the remainder residing in Québec (120), Alberta (12) and British Columbia (5), who represent in the aggregate less than 1% of the number of Qualifying Employees of the AXA Group worldwide.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

1. with respect to the 2024 Employee Offering, the Prospectus Requirement will apply to the first trade in the relevant Units or Shares acquired by Canadian Participants pursuant to this decision, unless the following conditions are met:

a) the issuer of the security:

i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

b) the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15(1) of Regulation 45-102, section 2.8(1) of OSC Rule 72-503 and section 11(1) of ASC Rule 72-501; and

c) the first trade is made:

i) through an exchange, or a market, outside of Canada, or

ii) to a person outside of Canada.

2. for any Subsequent Employee Offering completed within five years from the date of this decision:

a) the representations other than those in paragraphs 3, 12a), 20 and 28 remain true and correct in respect of a Subsequent Employee Offering; and

b) the conditions set out in paragraph 1 apply to any Subsequent Employee Offering (varied such that any references therein to the 2024 Employee Offering are read as references to the relevant Subsequent Employee Offering); and

3. in the Provinces of Ontario and Alberta, the Prospectus Exemption for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.

"Benoît Gascon"
Directeur principal du financement des sociétés
Autorité des marchés financiers

OSC File #: 2024/0396