Bond AXIA 3.25% ( XS1799611642 ) in EUR

AXIA

100.07 % ▲

France

XS1799611642 ( in EUR )

3.25% per year ( payment 1 time a year)

27/05/2049

Prospectus brochure of the bond AXA XS1799611642 en EUR 3.25%, maturity 27/05/2049

28/05/2026 ( In 254 days )

AXA is a French multinational insurance firm offering a wide range of financial and insurance products and services globally, including property and casualty insurance, health insurance, and life insurance.

This fixed-income security, identified by ISIN XS1799611642, is a bond issued by AXA, a leading global insurance and asset management group headquartered in France, with its country of issuance being France, currently trading at 100.01% of its par value, denominated in EUR, carrying an annual interest rate of 3.25%, set to mature on May 27, 2049, and featuring an annual coupon payment frequency.

AXA
17,000,000,000
Euro Medium Term Note Programme
This Base Prospectus supersedes all previous offering circulars or base prospectuses prepared in connection with the Euro Medium Term Note
Programme of AXA (the Issuer). Any notes (the Notes) issued under the 17,000,000,000 Euro Medium Term Note Programme (the Programme) on or
after the date of this Base Prospectus are issued subject to the provisions described herein. The Notes may be issued in bearer or registered form
(respectively Bearer Notes and Registered Notes).
The Notes may be issued on a continuing basis to one or more of the dealers specified under "General Description of the Programme" below and any
additional dealer appointed under the Programme from time to time by the Issuer (each, a Dealer and together, the Dealers), which appointment may be
for a specific issue or on an on-going basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. Notes may also be issued to third parties other
than Dealers. Any Dealer or third party to whom Notes are issued shall be referred to herein as a Purchaser.
An investment in Notes issued under the Programme involves certain risks. For a description of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated July 10, 2005 on prospectuses for securities as amended (the Prospectus Act 2005) to approve this document as a base
prospectus. By approving this Base Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this Base Prospectus and the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application
may be made for the period of 12 months from the date of this Base Prospectus (i) to the Luxembourg Stock Exchange for Notes issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock
Exchange and/or (ii) to any other stock exchange for Notes to be issued under the Programme to be admitted to trading and listed on such stock
exchange. Notes may also be unlisted. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in
Financial Instrument Directive 2004/39/EC as amended.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons except to qualified institutional buyers (QIBs) as defined in and in reliance on
Rule 144A under the Securities Act (Rule 144A) and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act
(Regulation S) unless the Notes are registered under the Securities Act or another exemption from the registration requirements of the Securities Act is
available. See "Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on
transfer (see "Subscription and Sale and Transfer and Selling Restrictions").
At the date of this Base Prospectus, the insurer financial strength ratings of the Issuer's principal insurance subsidiaries assigned by S&P Global Ratings,
acting through Standard & Poor's Credit Market Services Italy S.r.l. (S&P Global Ratings), Moody's Investors Service (Moody's) and Fitch Ratings
(Fitch) are AA- with stable outlook, Aa3 with stable outlook and AA- with stable outlook, respectively. The long term debt ratings of the Issuer assigned by
S&P Global Ratings, Moody's and Fitch are A with stable outlook, A2 with stable outlook and A with stable outlook, respectively. The short term debt
ratings of the Issuer assigned by S&P Global Ratings, Moody's and Fitch are A-1, P-1 and F1, respectively. Each of S&P Global Ratings, Moody's and
Fitch is established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies as amended by Regulation
(EU) No. 513/2011 (the CRA Regulation) and is included in the list of credit rating agencies registered in accordance with the CRA Regulation published
on the European Securities and Markets Authority's website as of the date of this Base Prospectus1.
The Programme is not rated, but certain tranches of Notes (each a Tranche and together the Tranches) to be issued under the Programme may be rated
by one or more credit rating agencies on a case by case basis as set out in the applicable Final Terms. Where a Tranche of Notes is to be rated, such
rating will not necessarily be the same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will
be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed
in the relevant Final Terms.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning credit rating agency.

Arranger
BNP PARIBAS
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
ING
J.P. Morgan
Morgan Stanley
NATIXIS
NatWest Markets
RBC Capital Markets
Société Générale Corporate & Investment Banking
UniCredit Bank
The date of this Base Prospectus is April 12, 2017.

1
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

This Base Prospectus (together with all documents which are incorporated herein by reference and
supplements to this Base Prospectus from time to time) constitutes a "base prospectus" for the purposes
of Article 5.4 of Directive 2003/71/EC as amended and includes any relevant implementing measure in a
relevant Member State of the European Economic Area (the Prospectus Directive). Notes may also be
issued under the Programme pursuant to an offering document (other than this Base Prospectus) that
constitutes a "prospectus" for the purposes of Article 5.3 of the Prospectus Directive.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the
Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this
Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of
such information.
Copies of Final Terms, if appropriate, will be available from the registered office of the Issuer and the
specified office of the Principal Paying Agent (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and supplements to this Base
Prospectus from time to time. This Base Prospectus shall be read and construed on the basis that such
documents are incorporated by reference in and form part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme. No Dealer accepts any liability in relation to the information contained
or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other information supplied in
connection with the Programme or any Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or
any other information supplied in connection with the Programme or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer. Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the
Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer or the Group (as
defined below) is correct at any time subsequent to the date hereof or that any other information supplied
in connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers expressly do not undertake to review the financial condition
or affairs of the Issuer or the Group during the life of the Programme or to advise any investor in the
Notes of any information coming to their attention.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
2

other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by the Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of
this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes
may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations. Persons into whose possession
this Base Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular,
there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the
United States, the European Economic Area, the United Kingdom, France, Luxembourg, Belgium, Italy,
Japan, Hong Kong, Singapore and Switzerland, see "Subscription and Sale and Transfer and Selling
Restrictions".
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code of 1986, as amended (the U.S. Internal Revenue Code) and the regulations
promulgated thereunder.
In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the Notes being offered, including the merits and risks involved.
Neither the Issuer, nor any of the Dealers makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS The Notes are
not intended, from January 1, 2018, to be offered, sold or otherwise made available to and, with effect
from such date, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); or (ii) a
customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the
Notes or otherwise making them available to retail investors in the European Economic Area has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any
Stabilisation Manager(s)) in the applicable Final Terms may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time,
but it must end no later than the earlier of thirty (30) days after the issue date of the relevant
Tranche of Notes and sixty (60) days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.

3

U.S. Information and others

U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited number
of QIBs for informational use solely in connection with the consideration of the purchase of certain Notes
issued under the Programme. Its use for any other purpose in the United States is not authorised. It may
not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed
to anyone other than the prospective investors to whom it is originally submitted.
The Securities and Exchange Commission has not approved or disapproved these securities or
determined if this Base Prospectus is truthful or complete. Any representation to the contrary is a
criminal offence.
Registered Notes issued by the Issuer may be offered or sold within the United States or to U.S. persons
only to QIBs in transactions exempt from registration under the Securities Act in reliance on Rule 144A
or any other applicable exemption. Each U.S. purchaser of Registered Notes is hereby notified that the
offer and sale of any Registered Notes to it may be being made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in
registered form in exchange or substitution therefor (together Legended Notes) will be deemed, by its
acceptance or purchase of any such Legended Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription and
Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph have
the meanings given to them in "Form of the Notes".
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor
have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or determined
the adequacy of the information contained in this Base Prospectus. Any representation to the contrary is
unlawful.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll
dated April 12, 2017 (the Deed Poll) to furnish, upon the request of a holder of such Notes or any
beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of France. The majority of the officers and directors
named herein reside outside the United States and all or a substantial portion of the assets of the Issuer
and of such officers and directors are located outside the United States. As a result, it may not be
possible for investors to effect service of process outside France upon the Issuer or such persons, or to
enforce judgments against them obtained in courts outside France predicated upon civil liabilities of the
Issuer or such directors and officers under laws other than French law, including any judgment
predicated upon United States federal securities laws. The Issuer has been advised that if an original
action is brought in France based solely upon U.S. Federal Securities laws, French courts may not have
the requisite jurisdiction to grant the remedies sought and that actions for enforcement of judgments of
United States courts rendered against the French persons referred to above would require such French
persons to waive their rights under Article 15 of the French Code civil to be sued only in France. The
Issuer believes that no such French persons have waived this right with respect to actions predicated
solely on U.S. Federal securities laws.
4

U.S. Information and others

CERTAIN INFORMATION ABOUT THIS BASE PROSPECTUS
In this Base Prospectus unless provided otherwise, (i) the Company, the Issuer, AXA and AXA SA
refer to AXA, a société anonyme (a public limited company) organised under the laws of France which is
the publicly traded parent company of the AXA Group, and (ii) AXA Group and the Group and we refer
to AXA SA together with its direct and indirect consolidated subsidiaries.
The Group's consolidated financial statements and related notes are prepared in accordance with
International Financial Reporting Standards (IFRS) (the Consolidated Financial Statements) and
published in Euro. Unless otherwise stated, all amounts in this Base Prospectus are (i) expressed in
Euro, with applicable foreign exchange rates presented on page 29 of the 2016 Registration Document
(as defined under "Documents Incorporated by Reference"), and (ii) presented in millions for
convenience. Such amounts may have been rounded. Rounding differences may exist, including for
percentages.
This Base Prospectus incorporates by reference AXA's Consolidated Financial Statements for the years
ended December 31, 2016 and 2015. AXA's Consolidated Financial Statements are included in Part 5 of
the 2016 Registration Document and have been prepared in compliance with IFRS and interpretations of
the IFRS Interpretations Committee that are endorsed by the European Union before the balance sheet
date with a compulsory date of January 1, 2016. The Group does not use the "carve out" option allowing
it not to apply all hedge accounting principles required by IAS 39.
All references in this document to U.S. Dollars, USD, U.S.$ and $ refer to the currency of the United
States of America, to Sterling, GBP and £ refer to the currency of the United Kingdom, to Swiss Francs
and CHF refers to the currency of Switzerland, to Japanese Yen and JPY refers to the currency of
Japan and to Euro, euro, EUR and refer to the currency introduced at the start of the third stage of
European economic and monetary union pursuant to the Treaty establishing the European Community,
as amended.

5

Forward-Looking Statements

FORWARD-LOOKING STATEMENTS
This Base Prospectus (and the information incorporated by reference therein) may include statements
with respect to future events, trends, plans, expectations or objectives and other forward-looking
statements relating to the Group's future business, financial condition, results of operations,
performance, and strategy. Forward-looking statements are not statements of historical fact and may
contain the terms "may", "will", "should", "continue", "aims", "estimates", "projects", "believes", "intends",
"expects", "plans", "seeks" or "anticipates", or words of similar meaning. Such statements are based on
Management's current views and assumptions and, by nature, involve known and unknown risks and
uncertainties; therefore, undue reliance should not be placed on them. Actual financial condition, results
of operations, performance or events may differ materially from those expressed or implied in such
forward-looking statements, due to a number of factors including, without limitation, general economic
and political conditions and competitive situation; future financial market performance and conditions,
including fluctuations in exchange and interest rates; frequency and severity of insured loss events, and
increases in loss expenses; mortality and morbidity levels and trends; persistency levels; changes in
laws, regulations and standards; the impact of acquisitions and disposal, including related integration
issues, and reorganisation measures; and general competitive factors, in each case on a local, regional,
national and/or global basis. Many of these factors may be more likely to occur, or more pronounced, as
a result of catastrophic events, including weather-related catastrophic events, or terrorist-related
incidents. Please refer to Part 4 "Risk factors and risk management" of the 2016 Registration
Document for a description of certain important factors, risks and uncertainties that may affect AXA's
business and/or results of operations. AXA assumes no obligation to update or revise any of these
forward-looking statements, whether to reflect new information, future events or circumstances or
otherwise, except as required by applicable laws and regulations.
In addition to the Consolidated Financial Statements, this Base Prospectus and the 2016 Registration
Document refer to certain non-GAAP financial measures, or alternative performance measures, used by
Management in analysing the Group's operating trends, financial performance and financial position and
providing investors with additional information that Management believes to be useful and relevant
regarding the Group's results. These non-GAAP financial measures generally have no standardised
meaning and therefore may not be comparable to similarly labelled measures used by other companies.
As a result, none of these non-GAAP financial measures should be considered in isolation from, or as a
substitute for, the Consolidated Financial Statements included in Part 5 "Consolidated Financial
Statements" of the 2016 Registration Document and incorporated by reference herein. The non-GAAP
financial measures used by the Group are defined in the Glossary set forth in Appendix VI to the 2016
Registration Document.

6

Table of Contents

TABLE OF CONTENTS

Page
RISK FACTORS .................................................................................................................................................... 8
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 20
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 28
FORM OF THE NOTES ...................................................................................................................................... 34
FORM OF FINAL TERMS ................................................................................................................................... 38
TERMS AND CONDITIONS OF THE NOTES ................................................................................................... 49
USE OF PROCEEDS .......................................................................................................................................... 92
DESCRIPTION OF THE ISSUER ....................................................................................................................... 93
KEY FIGURES .................................................................................................................................................... 98
RECENT DEVELOPMENTS ............................................................................................................................. 100
TAXATION......................................................................................................................................................... 101
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .......................................... 105
GENERAL INFORMATION ............................................................................................................................... 113

7

Risk Factors

RISK FACTORS
The Issuer believes that the following factors, together with the risk factors incorporated by reference in
this Base Prospectus (on pages 178 to 189 and 204 to 221 of the 2016 Registration Document, see
"Documents Incorporated by Reference"), may affect its ability to fulfil its obligations under Notes issued
under the Programme. Many of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which may be material for the purpose of assessing the risks associated with Notes
issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Notes may occur for other reasons and the Issuer does not
represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective
investors should also read the detailed information set out elsewhere in this Base Prospectus (including
any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall
have the same meanings in this section "Risk Factors".
RISK FACTORS RELATING TO THE ISSUER
Please refer to pages 178 to 189 and 204 to 221 of the 2016 Registration Document which is
incorporated by reference in this Base Prospectus.
RISK FACTORS RELATING TO THE NOTES
The following paragraphs describe the risk factors that the Issuer believes to be material to the Notes to
be issued in order to assess the risks associated with the Notes. Therefore, they do not describe all
potential risks of an investment in the Notes. Prospective investors should consult their own financial and
legal advisers about risks associated with an investment in a particular Series of Notes and the suitability
of investing in the Notes in light of their particular circumstances.
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential Investor's Currency (as
defined below);
(b)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets and with the regulatory framework applicable to the Issuer; and
8

Risk Factors

(a)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand alone
investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with
a measured and appropriate addition of risk to their overall portfolios, and only after performing intensive
analysis of all involved risks. A potential investor should not invest in Notes - which are complex financial
instruments - unless it has the expertise (either alone or with a financial adviser) to evaluate how the
Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio.
Risks related to Notes generally
Set out below is a brief description of certain risks relating to the Notes generally:
The Notes being held by or on behalf of Euroclear and Clearstream or DTC, investors will have to rely on
the clearing system procedures for transfer, payment and communication with the Issuer
Notes may be deposited with a common depositary for Euroclear and Clearstream or with a custodian
for, and registered in the name of a nominee of, DTC. Except in the circumstances described in the
Global Notes, investors will not be entitled to receive Definitive Notes. Euroclear and Clearstream, or
DTC, as the case may be, will maintain records of the beneficial interests in the Global Notes. While the
Notes are in global form, investors will be able to trade their beneficial interests only through Euroclear,
Clearstream, or DTC, as the case may be.
While the Notes are in global form, the Issuer will discharge its payment obligations under the Notes by
making payments to the common depositary or the nominee, as the case may be. A holder of a
beneficial interest in a Note must rely on the procedures of Euroclear, Clearstream or DTC, as the case
may be, to receive payments under the Notes. The Issuer has no responsibility or liability for the records
relating to, or payments made in respect of, beneficial interests in such a Global Note.
Modification
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders
who voted in a manner contrary to the majority.
Legality of purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the
laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction where the
Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for financial instruments such as the Notes. Potential
investors cannot rely upon the tax overview contained in this Base Prospectus and should ask for their
own tax adviser's advice on their individual taxation with respect to the acquisition, holding, disposal and
redemption of the Notes. Only these advisors are in a position to duly consider the specific situation of
the potential investor. This investment consideration has to be read in connection with the taxation
sections of this Base Prospectus.
9

Risk Factors

The proposed financial transactions tax (FTT)
On February 14, 2013, the European Commission published a proposal (the Commission's Proposal)
for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria,
Portugal, Slovenia and Slovakia (the participating Member States). However, Estonia has since stated
that it will not participate.
The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in
Notes (including secondary market transactions) in certain circumstances. The issuance and
subscription of Notes should, however, be exempt.
Under the Commission's Proposal the FTT could apply in certain circumstances to persons both within
and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes
where at least one party is a financial institution, and at least one party is established in a participating
Member State. A financial institution may be, or be deemed to be, "established" in a participating
Member State in a broad range of circumstances, including (a) by transacting with a person established
in a participating Member State or (b) where the financial instrument which is subject to the dealings is
issued in a participating Member State.
However, the FTT proposal remains subject to negotiation between participating Member States. It may
therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU
Member States may decide to participate.
Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.
Change in law
The Terms and Conditions of the Notes are governed by English law or, in the case of Condition 3,
French law, in each case, in effect as at the date of this Base Prospectus. No assurance can be given as
to the impact of any possible judicial decision or change to English law, French law or administrative
practice after the date of this Base Prospectus.
French Insolvency Law
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the Assembly) in order to defend their common interests if a preservation
procedure (procédure de sauvegarde), an accelerated preservation procedure (procédure de
sauvegarde accélérée), an accelerated financial preservation procedure (procédure de sauvegarde
financière accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) is
opened in France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes),
whether or not under a debt issuance programme (such as the Programme) and regardless of their
governing law.
The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), draft accelerated
safeguard plan (projet de plan de sauvegarde accélérée), draft accelerated financial safeguard plan
(projet de plan de sauvegarde financière accélérée) or draft judicial reorganisation plan (projet de plan
de redressement) applicable to the Issuer and may further agree to:
·
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling due payments and/or partially or totally writing-off receivables in the form of debt
securities;
·
establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
10

Document Outline

#8">RISK FACTORS
#20">GENERAL DESCRIPTION OF THE PROGRAMME
#28">DOCUMENTS INCORPORATED BY REFERENCE
#34">FORM OF THE NOTES
#38">FORM OF FINAL TERMS
#49">TERMS AND CONDITIONS OF THE NOTES
- #71">(A) the own funds regulatory capital (or, if different, whatever terminology is employed to denote such concept by the then Applicable Supervisory Regulations) of the Issuer and/or the Group is not sufficient to cover its capital requirements (includi...
- #71">(B) the Relevant Supervisory Authority has notified the Issuer that it has determined, in view of the financial condition of the Issuer, that in accordance with the then Applicable Supervisory Regulations at such time, the Issuer must take specified a...
#92">USE OF PROCEEDS
#93">DESCRIPTION OF THE ISSUER
- #93">Business overview
- #94">Life & Savings Segment
- #94">Property & Casualty Segment
- #95">Asset Management Segment
- #95">Banking Segment
- #95">Consolidated Financial Statements
- #95">Principal Ratings of the Issuer as at the date of this Base Prospectus
#98">KEY FIGURES
- #98">IFRS indicators
- #98">Activity and Earnings indicators
- #99">Assets under management
#100">RECENT DEVELOPMENTS
#101">TAXATION
- #102">Luxembourg Taxation
  - #103">Withholding Tax in Luxembourg
- #103">Foreign Account Tax Compliance Act (FATCA)
#105">SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS
- #105">Transfer Restrictions
- #107">Selling Restrictions
  - #107">United States
  - #108">France
  - #109">Luxembourg
  - #109">Belgium
  - #109">Italy
  - #110">Japan
  - #110">Hong Kong
  - #110">Singapore
  - #111">Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
  - #111">securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Not...
  - #111">(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
  - #111">(2) where no consideration is or will be given for the transfer;
  - #111">(3) where the transfer is by operation of law;
  - #111">(4) as specified in Section 276(7) of the SFA; or
  - #111">(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.
  - #111">Switzerland
  - #111">General
#113">GENERAL INFORMATION
- #113">Authorisation
- #113">Approval, Listing and Admission to Trading of Notes
- #113">Documents available
- #114">Clearing systems
- #114">Conditions for determining price
- #114">Yield
- #114">Significant or material adverse change
- #114">Litigation
- #115">Conflicts of Interest
- #115">Dealers transacting with the Issuer
- #115">2006 ISDA Definitions