6/6/2009

How to put in place a worldwide free share plan for 110,000 employees

Frank Potard
Global Head Comp&Ben, AXA frank.potard@axa.com

AXA Miles
Making every employee a shareholder

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Ambition 2012
AXA sets a global customer centered vision AXA conquers the world
Rapid external growth Many large international and smaller acquisitions Become No1 in France through acquisition of UAP in 1997 AXA Way/six-sigma to encourage consistency and reduction of costs Launch of international platforms

AXA consolidates and professionalizes

Sell off non-core business

Selected external growth Additional focus on organic growth maximizing value 2012 goal to become the Preferred company among stakeholders

1992 2000

2001 - 2004

2005 2012 (And Beyond)

Becoming the Preferred Company

For Clients For Employees For Shareholders Customer Centricity Mutual Commitments Value Creation

To gain the preference, we need to stand out from the crowd in these three areas The third is an outcome of the first two

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Objectives
Celebrate our progress towards Ambition 2012 Foster our collective confidence in the future Further engage every employee in the 2012 company journey Contribute to answer the Whats in it for me ? question Connect with Passport 2012 and the Employee Value Proposition Global, simple and symbolic scheme, in addition to existing remuneration packages Seek to create a significant employer brand differentiation, by making every employee a shareholder

We are all part of the journey. Everybody is a sailor, nobody is a passenger

Becoming a Preferred Employer

Employee Value Proposition
Passport 2012
Getting each member of staff on board for the shared journey towards 2012 means that everyone must understand their role within Ambition 2012 and must be able to see how their own contributions are linked to progress made by AXA. Passport 2012 provides an opportunity to strengthen the two-way relationship between each employee and the company, and to satisfy mutual expectations.

AXA Miles
The AXA Miles program aims to meet two goals: - Celebrating the progress made by AXA - Symbolizing our collective confidence in the future By making every employee a shareholder

Although separate, the two programs dovetail seamlessly with one another Both of them are serving Ambition 2012 and helping make AXA a preferred employer While Passport 2012 focuses on how individual contributions are linked to our collective performance, the AXA Miles program provides every individual employee with an opportunity to benefit from our collective success

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AXA Miles Program outlook up to 14 million shares

Confidence Pride Sense of belonging Reward Equity Journey Everyone

Preference
Sharing

Horizon

All employees

One single initiative worldwide: Every AXA employee, regardless of their level of responsibility, their country or their company, will be entitled to acquire the same number of free AXA shares This is in addition to any existing compensation and benefits and independently from their individual careers or compensation evolution

Eligibility rules
Eligible Companies :
Companies and/or organizations of which, on the grant date, AXA owns, directly or indirectly, at least 50% of the capital or voting rights Companies and/or organizations of which, on the grant date, AXA owns, directly or indirectly, at least 10% of the capital or voting rights, and has the management control, alone or acting in concert with a third party

Eligible Employees :
Salaried employees of Eligible companies who meet simultaneously the 3 conditions : Being employed by an Eligible company on the grant date Having on the grant date at least 3 months seniority (length of service) within the AXA Group Not being, on the grant date , on notice of termination for any reason other than retirement

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AXA Miles program 2007

Award date : July 1st, 2007 Individual award : 50 AXA Miles 2+2 Plan :
2-year acquisition period : July 1st, 2007 July 1st, 2009 Conversion of 50 AXA Miles into 50 AXA shares : July 1st, 2009 2-year restriction period : July 1st, 2009 July 1st, 2011 24 countries : Algeria, Bahrain, Cameroon, Czech Republic, France, Greece, Hungary, India, Indonesia, Italy, Ivory Coast, Morocco, Oman, Panama, Poland, Portugal, Qatar, Saudi Arabia, Singapore, Slovakia, Spain, Switzerland, Turkey, UAE

4+0 Plan :
4-year acquisition period : July 1st, 2007 July 1st, 2011 Conversion of 50 AXA Miles into 50 AXA shares : July 1st, 2011 No restriction period Other 30 countries

AXA Miles program 2007

July 1st, 2007 Acquisition period July 1st, 2009 Restriction period Conversion July 1st, 2011

2+2 Plan

Award

50 AXA Miles

50 AXA Shares

July 1st, 2007 Acquisition period

July 1st, 2011

4+0 Plan

Award

Conversion

50 AXA Miles

50 AXA Shares

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Rules in case of departure

During the acquisition period :
Death or permanent disability : AXA Miles convert immediately to AXA shares which can be freely disposed Retirement : AXA Miles are maintained and convert to AXA shares at the end of the acquisition period. The restriction period (in case of a 2+2 plan) applies. Any other reason (resignation, termination, divestiture) : AXA Miles are lost

During the restriction period (in case of a 2+2 plan) :

Death or permanent disability : AXA shares can be freely disposed Any other reason : AXA shares cannot be disposed before the end of the restriction period

Communication plan
March 27, 2007 : CEO letter to all employees
AXA Miles concept, subject to shareholder approval

Group communications confirms shareholder approval Information published online: axa.com / ComWeb / Global HR Network Information relayed within companies

Local communication based on communications tools provided by Group HR and Group Internal Communications 1. Communications kit : sent to HR and communications professionals and published on the ComWeb and Global HR Network

July 1, 2007: award of AXA Miles

NOV.
Global Group communications relayed by companies Information published: ComWeb / Global HR Network

November: individual communication to eligible employees

AXA Miles award certificate sent to each eligible employee

JULY

2. DVD pack with 2 films, 2 explanatory leaflets and 1 toolbox containing graphics: sent out to HR and communications managers

JUNE

June: global communications campaign targeting all employees

MAY

May 14, 2007 : AXA annual Shareholders meeting

MARCH

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Results

AXA Miles database

In accordance with applicable French legislation, the award of AXA Miles to a Beneficiary is subject to an individual grant by the Management Board of the Company It was therefore necessary to identify each beneficiary and create a global AXA Miles database Group HR and AXA Group Solutions have been designing a simple reporting tool (Excel) Companies have been requested to submit by end of July 2007 the list of their eligible employees as at July 1st, 2007 Lists have been checked and consolidated during August/September The final list of beneficiaries has been closed on September 17th, 2007 Individual AXA Miles award certificates (Boarding Pass) have been issued and sent out on November 7th 2007

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AXA Miles boarding pass

Jean DUPONT AXA France

AXA Miles program 2009

If AXA meets the following objectives by the end of 2008 : Underlying earnings per share : 2.41 Customer scope index : 82
(79 in 2006) (1.91 in 2006)

a new AXA Miles program will be launched in 2009 : Grant date : July 1, 2009 Individual award : 50 AXA Miles

AXA did not meet these objectives in 2008 Actual underlying earnings per share : 1.83 Customer scope index : 81.7 No new grant of AXA Miles in 2009 AXA Miles program in 2011, based on 2010 objectives

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Thank you