Securities Law & Instruments

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 Regulation 45-106 respecting prospectus and registration exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through special purpose entities -- Canadian participants will receive disclosure documents -- The special purpose entities are subject to the supervision of the local securities regulator -- Canadian participants 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. 74(1), ss. 53, 25.

Regulation 45-106 Respecting Prospectus and Registration Exemptions, s. 2.24.

Regulation 31-103 Respecting Registration Requirements and Exemptions.

Translation

September 3, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Filing 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 Filing Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Filing Jurisdictions (the "Legislation") for:

1. an exemption from the prospectus requirements of the Legislation (the "Prospectus Relief") so that such requirements do not apply to

(a) trades in

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

(ii) units (the "Temporary Classic Units," and together with the Principal Classic Units, the "Classic Units") of a temporary FCPE named AXA Actions Relais Global 2010 (the "Temporary Classic Fund, which will merge with the Principal Classic Compartment following the completion of the Employee Share Offering (as defined below), such transaction being described as the "Merger" in paragraph 9(b) of the Representations (the term "Classic Compartment" used herein means, prior to the Merger, the Temporary Classic Fund, and following the Merger, the Principal Classic Compartment); and

(iii) units (the "Leveraged Units," and together with Classic Units, the "Units") a compartment named AXA Plan 2010 Global (the "Leveraged Compartment" and, together with the Principal Classic Compartment and the Temporary Classic Fund, the "Compartments") of a permanent FCPE named Shareplan AXA Direct Global

made pursuant to the Employee Share Offering to or with Qualifying Employees (as defined below) of Canadian Affiliates (as defined below) resident in the Filing Jurisdictions and in British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia and Newfoundland and Labrador who elect to participate in the Employee Share Offering (collectively, the "Canadian Participants");

(b) trades in 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) the issuance of Principal Classic Units to holders of Leveraged Units upon a transfer of Canadian Participants' assets in the Leveraged Compartment to the Principal Classic Compartment at the end of the Lock-Up Period (as defined below);

2. an exemption from the dealer registration requirements of the Legislation (the "Registration Relief") so that such requirements do not apply to the AXA Group (as defined below), the Compartments and their respective FCPEs, as applicable, and the Management Company in respect of the following:

(a) trades in Classic Units made pursuant to the Employee Share Offering to or with Canadian Participants;

(b) trades in Leveraged Units made pursuant to the Employee Share Offering to or with Canadian Participants not resident in Ontario or Manitoba;

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

(d) the issuance of Principal Classic Units to holders of Leveraged Units upon a transfer of Canadian Participants' assets in the Leveraged Compartment to the Principal Classic Compartment at the end of the Lock-Up Period;

(the Prospectus Relief and the Registration Relief, collectively, the "Offering Relief").

3. 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 ("Regulation 11-102") is intended to be relied upon in British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia and Newfoundland and Labrador (the "Other Offering Jurisdictions," and together with the Filing Jurisdictions, the "Jurisdictions"), 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, Regulation 45-102 respecting resale of securities, Regulation 45-106 respecting Prospectus and Registration Exemptions and Regulation 11-102 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 current intention of becoming a reporting issuer under the Legislation or under the securities legislation of the Other Offering Jurisdictions. The head office of the Filer is located in France.

2. The Filer carries on business in Canada through the following affiliated companies: AXA Assurances Inc., AXA Canada Inc., AXA Insurance (Canada) Ltd., AXA Pacific Insurance Company, AXA Assistance Canada Inc., AXA General Insurance and Anthony Insurance Inc. (collectively, the "Canadian Affiliates" and, together with the Filer and other affiliates of the Filer, the "AXA Group"). Each of the Canadian Affiliates is a direct or indirect controlled subsidiary of the Filer and is not, and has no current intention of becoming, a reporting issuer under the Legislation or under the securities legislation of the Other Offering Jurisdictions. The head office of the AXA Group in Canada is located in Québec and the greatest number of employees of Canadian Affiliates is employed in Québec.

3. As of the date hereof and after giving effect to the Employee Share Offering, Canadian residents do not and will not beneficially own (which term, for the purposes of this paragraph, is deemed to include all Shares held by the Compartments on behalf of Canadian Participants) more than 10% of the Shares and do not and will not represent in number more than 10% of the total number of holders of Shares as shown on the books of the Filer.

4. The Filer has established a global employee share offering for employees of the AXA Group (the "Employee Share Offering"). The Employee Share Offering is comprised of two subscription options:

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

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

5. Only persons who are employees of a member of the AXA Group during the reservation period for the Employee Share Offering and who meet other employment criteria (the "Employees"), as well as persons who have retired from Canadian Affiliates of the AXA Group and who continue to hold units in collective shareholding vehicles in connection with previous employee share offerings of the Filer (the "Retired Employees" and, together with the Employees, the "Qualifying Employees") will be allowed to participate in the Employee Share Offering.

6. The Compartments have been established for the purpose of implementing the Employee Share Offering. There is no current intention for any of the Compartments to become a reporting issuer under the Legislation or under the securities legislation of the Other Offering Jurisdictions.

7. The Temporary Classic Fund is, and the Principal Classic Compartment and the Leveraged Compartment are compartments of, an FCPE, which is a shareholding vehicle of a type commonly used in France for the conservation and custodianship of shares held by employee investors. The Compartments will be registered with, and approved by, the Autorité des marchés financiers in France (the "French AMF") prior to the commencement of the reservation in respect of the Employee Offering period.

8. All Units acquired under the Classic Plan or the Leveraged Plan by Canadian Participants will be subject to a hold period of approximately five years (the "Lock-Up Period"), subject to certain exceptions prescribed by French law (such as a release on death, disability or termination of employment).

9. Under the Classic Plan:

(a) Canadian Participants will subscribe for Temporary Classic Units, and the Temporary Classic Fund will subscribe for Shares using the Canadian Participant's contributions at a subscription price that is equal to the price calculated as the arithmetical average of the Share price (expressed in Euros) on Euronext Paris on the 20 trading days preceding the date of fixing of the subscription price by the Board of Directors of the Filer (the "Reference Price"), less a 20% discount.

(b) Following the completion of the Employee Share Offering, the Temporary Classic Fund will be merged with the Principal Classic Compartment (subject to the French AMF's approval). Temporary Classic Units held by Canadian Participants will be replaced with Principal Classic Units on a pro rata basis and the Shares subscribed for under the Employee Share Offering will be held in the Principal Classic Compartment (such transaction, the "Merger").

(c) Dividends paid on the Shares held in the Classic Compartment will be contributed to the Classic Compartment and used to purchase additional Shares. To reflect this reinvestment, new Classic Units (or fractions thereof) will be issued to participants.

(d) At the end of the Lock-Up Period or in the event of an early redemption resulting from the Canadian Participant relying on one of the exceptions to the Lock-Up Period prescribed by French law, a Canadian Participant may

(i) request to have his or her Classic Units redeemed in consideration for the underlying Shares or a cash payment equal to the then market value of the underlying Shares; or

(ii) continue to hold Classic Units in the Classic Compartment and request to have those Classic Units redeemed at a later date.

10. Under the Leveraged Plan:

(a) Canadian Participants will subscribe for Leveraged Units, and the Leveraged Compartment will then subscribe for Shares using the Employee Contribution (as described below) and certain financing made available by Société Générale (the "Bank"), which bank is governed by the laws of France.

(b) Canadian Participants will subscribe for Shares at a 16.71% discount from the Reference Price. Such Canadian Participant effectively receives a share appreciation potential entitlement in the increase in value, if any, of the Shares subscribed on behalf of such Canadian Participant, including with respect to the Shares financed by the Bank Contribution (described below).

(c) Participation in the Leveraged Plan represents a potential opportunity for Qualifying Employees to obtain significantly 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 Leveraged Compartment and the Bank. In economic terms, the Swap Agreement effectively 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 16.71% discount, the Bank will lend to the Leveraged Compartment (on behalf of the Canadian Participant) an amount sufficient to enable the Leveraged Compartment (on behalf of the Canadian Participant) to subscribe for an additional nine Shares (the "Bank Contribution") at the Reference Price less the 16.71% discount.

(d) Under the terms of the Swap Agreement, at the end of the Lock-Up Period, the Leveraged Compartment will owe to the Bank an amount equal to A -- [B+C], where:

(1) "A" is the market value of all the Shares at the end of the Lock-Up Period that are held in the Leveraged Compartment (as determined pursuant to the terms of the Swap Agreement),

(2) "B" is the aggregate amount of all Employee Contributions;

(3) "C" is an amount (the "Appreciation Amount") equal to

(A) 70% of the positive difference, if any, between

(I) the average price of the Shares based on 52 weekly readings taken in the 12-month period beginning on or about June 18, 2014, (in the event the Share price taken in a reading is lower than the Reference Price, the Share Price taken will be used in the average and not the Reference Price), and

(II) the Reference Price,

multiplied by:

(B) the number of Shares held in the Leveraged Compartment.

(e) In addition to the above, if, at the end of the Lock-Up Period, the market value of the Shares held in the Leveraged Compartment is less than 100% of the Employee Contributions, the Bank will, pursuant to the terms and conditions of a guarantee contained in the Swap Agreement, make a contribution to the Leveraged Compartment to make up any shortfall.

(f) At the end of the Lock-Up Period, a Canadian Participant may elect to have his or her Leveraged Units redeemed in consideration for cash or Shares 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").

(g) 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 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. Such 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 not be covered by the Swap Agreement (nor the Bank's guarantee contained therein).

(h) In the event of an early unwind resulting from the Canadian Participant satisfying one of the exceptions to the Lock-Up Period prescribed by French law 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, from 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 be measured using values of the Shares on or about the time of the unwind instead.

(i) At the end of the Lock-Up Period or in the event of an early unwind resulting from the Canadian Participant exercising one of the exceptions to the Lock-Up Period, a Canadian Participant in the Leveraged Plan will, pursuant to the terms and conditions guarantee contained in the Swap Agreement, be entitled to receive at least 100% of his or her Employee Contribution.

(j) 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.

(k) During the term of the Swap Agreement, an amount equal to the net amounts of any dividends paid on the Shares held in the Leveraged Compartment will be remitted by the Leveraged Compartment to the Bank as partial consideration for the obligations assumed by the Bank under the Swap Agreement.

(l) For Canadian federal income tax purposes, a Canadian Participant in the Leveraged Plan should be deemed to receive all dividends paid on the Shares financed by either the Employee Contribution or the Bank Contribution at the time such dividends are paid to the 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 strictly 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) To respond to the fact that, at the time of the initial investment decision relating to participation in the Leveraged Plan, Canadian Participants will be unable to quantify their potential income tax liability resulting from such participation, the Filer or the Canadian Affiliates will indemnify each Canadian Participant in the Leveraged Plan for the following costs: all tax costs to the Canadian Participants associated with the payment of dividends in excess of a specified amount of 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 Leveraged Compartment on his or her behalf under the Leveraged Plan.

(o) At the time the 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 Leveraged Compartment, on behalf of the Canadian Participant, from the Bank exceed (or are less than) amounts paid by the 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 realized. 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).

11. Under French law, the Temporary Classic Fund is an FCPE and the Principal Classic Compartment and the Leveraged Compartment are compartments of an FCPE, which is a limited liability entity. Each Compartment's portfolio will almost exclusively consist of Shares of the Filer, 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.

12. The manager of the Compartments, AXA Investment Managers Paris (the "Management Company"), is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF to manage French investment funds and complies with the rules of the French AMF. The Management Company is not, and has no current intention of becoming, a reporting issuer under the Legislation or the securities legislation of any of the Other Offering Jurisdictions.

13. The Management Company's portfolio management activities in connection with the Employee Share Offering and the Compartments are limited to subscribing for Shares from the Filer, selling such Shares as necessary in order to fund redemption requests, and such activities as may be necessary to give effect to the Swap Agreement.

14. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents. The Management Company's activities will not affect the underlying value of the Shares.

15. None of the Filer, the Management Company, the Canadian Affiliates or any of their employees, agents or representatives will provide investment advice to the Canadian Participants with respect to investments in the Shares or the Units.

16. Shares issued in the Employee Share Offering will be deposited in the respective Compartment's accounts with BNP Paribas Securities Services (the "Depositary"), a large French commercial bank subject to French banking legislation.

17. Under French law, the Depositary must be selected by the Management Company from among a limited number of companies identified on a list maintained by the French Minister of the Economy, Finance and Industry and its appointment must be approved by the French AMF. The Depositary carries out orders to purchase, trade and sell Shares and takes all necessary action to allow the Compartments to exercise the rights relating to the Shares held in their respective portfolios.

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

19. The total amount that may be invested by a Canadian Participant in the Employee Share Offering cannot exceed 25% of his or her estimated gross annual compensation for the 2010 calendar year. A Retired Employee may contribute up to a maximum of 25% of his or her gross annual compensation in the year before he or she retired. For the purposes of calculating these limits, a Canadian Participant's maximum "investment" in the Leveraged Compartment will include the additional Bank Contribution, if applicable. 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 for 2010, or, in the case of a Retired Employee, 2.5% of his or her gross annual compensation in the year before he or she retired.

20. The Shares are principally traded through Euronext Paris. The Shares are not currently listed for trading on any stock exchange in Canada and there is no intention to have the Shares so listed. As there is no market for the Shares in Canada, and as none is expected to develop, any first trades of Shares by Canadian Participants will be effected through the facilities of, and in accordance with, the rules and regulations of Euronext Paris.

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

22. Leveraged Units will be evidenced by account statements issued by the Leveraged Compartment.

23. 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 Employee Share Offering, a tax notice containing a description of Canadian income tax considerations relating to the subscription to and holding of Units and the redemption thereof at the end of the Lock-Up Period, an information notice approved by the French AMF for each Compartment describing its main characteristics and a reservation and revocation form. The information package for Canadian Participants in the Leveraged Plan 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, and a tax calculation document or electronic file which Canadian Participants may use that will illustrate the general Canadian federal income tax considerations relating to the participation in the Leveraged Plan.

24. Canadian Participants may consult the Filer's annual report on Form 20-F filed with the SEC and/or the French Document de référence filed with the French AMF in respect of the Shares as well as a copy of the relevant Compartment's rules (which are analogous to company by-laws). Canadian Participants will also have access to copies of the continuous disclosure materials relating to the Filer that are furnished to its shareholders generally.

25. There are approximately 2200 Employees resident in Canada, with the largest number residing in Québec (approximately 1315) and the second largest number residing in Ontario (approximately 450). There are approximately 55 eligible Retired Employees resident in Canada, with approximately 30 resident in Québec and 15 resident in Ontario. Qualifying Employees are also located in British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia and Newfoundland and Labrador. In total, there are approximately 2255 Qualifying Employees resident in Canada represent in the aggregate less than 3% of the number of Qualifying Employees of the AXA Group.

26. The Filer is not, and none of the Canadian Affiliates are, in default of the securities legislation of the Jurisdictions. To the best of the Filer's knowledge, the Management Company is not in default of the Legislation or the securities legislation of any Other Offering Jurisdiction.

Decision

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

The decision of the Decision Makers under the Legislation is that the Offering Relief is granted provided that

1. the prospectus requirements of the Legislation will apply to the first trade in any 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) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada

(i) did not own, directly or indirectly, more than 10% of the outstanding securities of the class or series, and

(ii) did not represent in number more than 10% of the total number of owners, directly or indirectly, of securities of the class or series; and

(c) the first trade is made

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

(ii) to a person or company outside of Canada;

2. in Québec, the required fees are paid in accordance with Section 271.6(1.1) of the Securities Regulation (Québec).

"Josée Deslauriers"
Director, Investment Funds and Continuous Disclosure