Like every year, the AXA Group offers its employees, both in France and abroad, to subscribe to a capital increase reserved for them. This year’s operation, entitled “Shareplan 2022”, will take place in 37 countries and will concern more than 112,000 employees, who will be offered, in most countries, a “classic” offer and a so-called “guarantee plus” offer. .
For memory, “Shareplan allows employees around the world to invest in AXA shares on preferential terms. This operation has been carried out successfully every year without interruption since 1993. Anchored in the culture of AXA, this program responds to an aspiration of our employees by allowing them to be closely associated with the strategic choices of the company”, said Thomas Buberl, CEO of AXA.
AXA, ICB Sector classification:
Industry: 8000, Financial companies
Super Sector: 8500, Insurance
Sector: 8530, Insurance – Non-life Sub-sector: 8532, Insurance-Full services
◆ Date of the Combined General Meeting authorizing the issue of securities: April 28, 2022.
◆ Dates of the decisions of the Board of Directors / Chief Executive Officer acting on delegation of the Board of Directors: June 22, 2022 (principle of the operation and setting of the reservation period) and in principle October 11, 2022 (setting of the Price Reference, Subscription Prices and dates of the withdrawal/subscription period).
◆ Type of securities offered, maximum number: in accordance with (i) the 21st resolution adopted by the Combined General Meeting of April 28, 2022, and (ii) the decision of the Board of Directors of June 22, 2022, the operation will present the following characteristics:
▶ Issue, with cancellation of the preferential subscription right, of shares whose Subscription Price will be equal to:
– as part of the classic offer, for all countries: 80% of the Reference Price;
– as part of the guaranteed plus offer, for all countries: 92.60% of the Reference Price.
▶ The Reference Price will be equal to the arithmetic average of the 20 daily VWAP (volume-weighted average prices), i.e. the arithmetic average of the average prices of AXA shares traded for a given trading day, weighted by the number of AXA shares traded for each price on Compartment A of Euronext Paris, excluding opening price and closing price, over a period of 20 consecutive trading days ending on the last trading day preceding the Director’s decision General acting on delegation of the Board of Directors of AXA, which will set the opening date of the withdrawal / subscription period.
▶ The initial personal contribution of employees subscribing to the guaranteed plus offer will be guaranteed by a partner bank (Natixis) and subscribers will benefit from the highest amount between (i) an annual return of 3% capitalized on the amount of their contribution and (ii) 4 times the average protected increase in the AXA share calculated over the entire period during which the shares are unavailable and applied to the amount of their personal contribution.
▶ The maximum number of shares that can be issued as part of this operation is 58,951,965 shares, corresponding to a capital increase for a nominal amount of nearly €135 million.
▶ The new shares created will carry dividend rights from January 1, 2022.
Beneficiaries of the reserved issue: the beneficiaries of the offer, except for specific local regulations,
– employees holding a fixed-term or indefinite-term employment contract with one or more entities within the scope, members of the Group’s International Shareholding Plan (PIAG) or the Group Company Savings Plan (PEEG) d ‘AXA, present in the workforce on the opening day of the reservation period as well as on the closing day of the withdrawal/subscription period and having seniority on the last day of the withdrawal/subscription period minimum of 3 months acquired continuously or intermittently over the period from January 1, 2021 to the last day of the withdrawal / subscription period, in accordance with article L.3342-1 of the Labor Code;
– former employees of eligible entities (retired or pre-retired from these entities), who have kept assets in a Company Mutual Investment Fund (FCPE) and/or securities in a registered account registered with PIAG or PEEG from AXA;
– as well as general insurance agents in France with an individual mandate with a PEEG member company whose products they market, having taken effect for at least 3 months on the last day of the withdrawal / subscription period, in accordance with the articles L.3342-1 and D.3331-3 of the Labor Code.
The entities within the scope are entities that have adhered to the PEEG or PIAG regulations and their amendments.
◆ Existence or not of a preferential subscription right: issue with cancellation of shareholders’ preferential subscription rights for the benefit of members of a company savings plan in accordance with the provisions of Article L.225-138-1 of the Commercial Code.
For the classic offer (excluding Germany, South Korea, Spain, the United States and Italy), the shares will be subscribed via FCPE whose employees will receive shares. Unitholders will be able to exercise their voting rights directly at AXA’s general shareholders’ meetings.
In Germany, South Korea, Spain, the United States and Italy, shares will be subscribed directly by employees and registered in a registered account. The voting rights attached to these shares will be exercised directly by employee shareholders.
The classic offer will not be offered in Morocco.
For the guaranteed plus offer, apart from China, South Korea, the United States, Italy and Sweden where the guaranteed plus offer will not be offered, the shares will be subscribed by the FCPE intermediary whose employees will receive shares. Unitholders will exercise their voting rights directly at AXA’s general shareholders’ meetings.
employees cannot exceed a quarter of their gross annual remuneration or pensions received during the year1 (this limit may be lower under more restrictive local regulations). As part of the guaranteed plus formula, the limit of a quarter of the subscriber’s gross annual remuneration is calculated after taking into account the additional contribution from the partner bank (Natixis). During the withdrawal / subscription period, eligible employees will have the possibility of subscribing (i) in the classic formula
1 For general agents in France, only professional income declared for income tax for the previous year will be taken into consideration. page 3
Subscription ceiling: pursuant to article L.3332-10 of the Labor Code, the annual payments
under the same conditions as during the reservation period and/or (ii) in the guaranteed plus formula but with a subscription ceiling reduced to only 2.5% of their eligible remuneration (after taking into account the additional contribution of the partner bank).
◆ Blocking of shares: employees who participated in Shareplan 2022 must keep the fund units or shares held directly, as the case may be, for a period of unavailability of approximately five years, i.e. until June 1, 2027 in France , until July 1, 2027 for the rest of the world and until November 25, 2027 in Belgium, except in the event of early release.
TIMETABLE OF THE OPERATION
◆ Reservation period at unknown price: from August 23, 2022 (inclusive) to September 6, 2022 (inclusive).
◆ Period for fixing the Reference Price: from September 13, 2022 (inclusive) to October 10, 2022 (inclusive) (subject to the determination of the dates of the withdrawal / subscription period by a decision of the Chief Executive Officer of AXA acting on delegation of the Board of Directors, to take place in principle on October 11, 2022).
◆ Indicative dates of the withdrawal / subscription period: in principle, and subject to the decision of the Chief Executive Officer of AXA acting on delegation from the Board of Directors, from October 13, 2022 (inclusive) to October 17, 2022 (inclusive).
◆ Indicative date of the capital increase: in principle November 25, 2022.
The establishment of the guaranteed plus offer is likely to generate hedging transactions on the part of the counterparty financial institution (Natixis), in particular before the implementation of the transaction, in particular from the opening date of the period for setting the Reference Price and throughout the duration of the operation. QUOTATION (or)
The admission of the new shares to trading on Compartment A of Euronext Paris (ISIN FR0000120628) will be requested as soon as possible after the completion of the capital increase scheduled for November 25, 2022 and will take place no later than December 31, 2022, on the same line as the existing actions.
The fund regulations (as well as the key investor information documents) through which employees will be able to participate in the offer received the approval of the AMF (Autorité des marchés financiers) on June 21 and 22, 2022.
This press release is prepared in accordance with the exemption from publication of a prospectus of article 1.4(i) and 1.5(h) of the Prospectus Regulation 2017/1129. This press release constitutes the document required to meet the conditions for exemption from the publication of a prospectus as defined by said Prospectus Regulation 2017/1129.
For any question relating to this operation, employees may contact their Human Resources Department.