IMPORTANT: You must read the following disclaimer before continuing.
The following disclaimer applies to the attached offer to purchase (as it may be amended or supplemented from time to time,
the Offer to Purchase) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Offer to Purchase.
By accepting the email to which the Offer to Purchase was attached and/or by accessing, reading or making any other use of the Offer to Purchase, you will
(in addition to giving the representations below) agree to be bound by the following terms and conditions, including any modifications to them from time to time,
each time you receive any information from either Dealer Manager (as defined in this Offer to Purchase) or the Information and Tender Agent (as defined in this
Offer to Purchase).
Confirmation of your representation:
You have been sent the Offer to Purchase at your request and by accepting the email to which the Offer to Purchase was attached and/or by accessing, reading or
making any other use of the Offer to Purchase, you (in addition to agreeing to the above) represent that:
(i) you are a holder or a beneficial owner of any of the following securities issued by AXA (the Offeror): (i)
8.60% Subordinated Notes due
December 15, 2030 (ISIN: US054536AA57 / CUSIP: 054536AA5); or (ii)
Series B Fixed to Floating Rate Undated Deeply
Subordinated Notes (ISIN: US054536AC14 (144A); USF0609NAQ19 (Reg S) / CUSIP: 054536AC1 (144A); F0609NAQ1 (Reg S));
(ii) you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Tender Offers (as defined in the Offer
to Purchase) under applicable laws and regulations;
(iii) you are not (a) a person that is, or is owned or controlled by a person that is, described or designated as a specially designated national
or blocked person in the most current U.S. Treasury Department list of Specially Designated National and Blocked Persons or an entity included in the
Sectoral Sanctions Identifications List (which can be found at: http://sdnsearch.ofac.treas.gov/); or (b) currently the target of or subject to, or in violation
of, any sanctions under (x) the laws and regulations that have been officially published and are administered or enforced by the U.S. Government (including,
without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), or any enabling legislation
or executive order relating thereto; or (y) any equivalent sanctions or measures officially published and imposed by the European Union, any member state of
the European Union, the United Kingdom, the United Nations or any other relevant sanctions authority, including sanctions imposed against certain states,
organizations and individuals under the European Unions Common Foreign & Security Policy;
(iv) you consent to delivery of the Offer to Purchase by electronic transmission to you; and
(v) you have understood and agreed to the terms set out in this disclaimer.
The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during
the process of transmission and consequently none of the Offeror, the Dealer Managers, the Information and Tender Agent or any person who controls, or
any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any alteration
or change that occurs during the process of any such transmission.
The Offer to Purchase has been sent to you on the basis that you may not nor are you authorized to deliver the Offer to Purchase to any other person or to
reproduce the Offer to Purchase in any manner whatsoever.
Any materials relating to the Tender Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any jurisdiction
where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offers be made by a licensed broker or dealer and
either Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offers will be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. If the Offer to Purchase is communicated to persons in the
United Kingdom, it may only be so communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 (FSMA) does not apply.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in:
(i) he United Kingdom and accordingly this electronic transmission is only for distribution to and directed at: (1) investment professionals as defined in
Article 19 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Financial Promotion Order),
(2) those persons who are existing members or creditors of the Offeror or other persons within Article 43(2) of the Financial Promotion Order and (3)
any other persons to whom these documents and/or materials may lawfully be communicated in circumstances in which section 21 of the FSMA does not apply;
(ii) France other than to qualified investors (as defined in Article 2(e) of Regulation (EU) 2017/1129) (the Prospectus Regulation), as amended;
(iii) Belgium other than (i) to qualified investors within the meaning of in Article 2(e) of the Prospectus Regulation and (ii) in any circumstances set out in
Article 6, §4 of the Belgian Takeover Law and, in each case, provided that any such person does not qualify as a consumer within the meaning of Article I.1 of
the Belgian Code of Economic Law, as amended from time to time;
(iv) Italy other than as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended; or
(v) any other jurisdiction in which such offer or solicitation would be unlawful.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are
required by the Offeror, each Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFERS IN OR FROM ANY JURISDICTION IN OR FROM WHICH OR TO OR FROM ANY
PERSON TO OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES, BLUE SKY OR OTHER LAWS. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE
OFFEROR (AS DEFINED BELOW), THE DEALER MANAGERS (AS DEFINED BELOW) AND THE INFORMATION AND TENDER AGENT (AS DEFINED BELOW) TO INFORM THEMSELVES ABOUT,
AND TO OBSERVE, ANY SUCH RESTRICTIONS.
By clicking "I AGREE" below, you acknowledge that you are a Person with Interest in the Notes entitled to view the contents of this
website and you acknowledge and agree to the terms and conditions set forth above. Specifically, by clicking "I AGREE" below, you acknowledge
that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in
which you are located and make all the Holders' Representations, Warranties and Undertakings. If you are not a Person with Interest in the Notes,
or you do not so acknowledge and agree,
you are not entitled to enter website. If this is the case you must leave the website by clicking "I DISAGREE" below.
