AXA : 03/19/2020 - Share repurchase program

Paris, March 19, 2020

Description of the Company's share repurchase program

Pursuant to Article 241-2 of the AMF General Regulations (Règlement Général de l'Autorité des marchés financiers), the purpose of this description is to present the objectives and terms of the Company's share repurchase program that will be submitted to the shareholders' approval at AXA's Ordinary Shareholders' Meeting of April 30, 2020.

Date of the Shareholders' Meeting convened to authorize the program

April 30, 2020

Analysis of the treasury shares on February 29, 2020

Hedging of free shares granted to

employees

Number of treasury shares held directly by

the Company

31,096,875

Objectives of the Company's share repurchase program

Pursuant to the provisions of the European Commission Regulation n° 596/2014 of April 16, 2014, the Commission Delegated Regulation n° 2016/1052 of March 8, 2016 and in accordance with market practices accepted by the Autorité des marchés financiers (AMF), the objectives of the Company's share repurchase program that will be submitted to the shareholders' approval on April 30, 2020 are the following:

Page 1

1. (i) hedging stock options or other share allocations granted to some or all eligible employees or executive officers of the Company and/or affiliated companies or economic interest groups as defined in Article L.225- 180 of the French Commercial Code (Code de commerce), (ii) granting for free (attribution gratuite d'actions) or assigning shares to some or all current or former employees, executive officers and general insurance agents enrolled in any employee savings plan sponsored by the Company or the AXA Group pursuant to applicable law, in particular Articles L.3332-1et seq. of the French Labor Code (Code du travail), or any foreign law share plan, or (iii) granting free shares (attribution gratuite d'actions) to some or all employees and/or executive officers of the Company in accordance with the provisions of Article L.225-197-1 of the French Commercial Code and/or its affiliated companies or economic interest groups as defined in Article L.225-197- 2 of the French Commercial Code, or more generally, within the terms and conditions allowed by laws and regulations;
2. optimizing the liquidity of the AXA ordinary share through a liquidity contract entered into with an investment service provider, in accordance with the market practice accepted by the AMF;
3. holding the shares for the purpose of subsequent payment or exchange in the context of potential external growth transactions;
4. delivering the shares upon exercise of the rights attached to securities corresponding to debt instruments giving a claim to the Company's share capital through repayment, conversion, exchange, presentation of a warrant or in any other manner;
5. cancelling some or all the shares, under the authorization provided by the Extraordinary Shareholders' Meeting; or
6. more generally, performing all operations relating to hedging operations or any other authorized operation or to be subsequently authorized, by the laws and regulations in force.

Page 2

Maximum percentage of share capital, maximum number and types of securities that may be repurchased by the Company and maximum purchase price

Share repurchase program submitted to the

Shareholders' approval on April 30, 2020

Type of securities	Maximum % of	Maximum number	Maximum purchase
	share capital	of shares1	price (per share)
Ordinary shares	10%	241,769,512	€35

1. This number represents the theoretical maximum number of shares that may be purchased by the Company, calculated on the basis of the Company's registered share capital as of February 19, 2020, i.e. €5,536,521,831.67 divided into 2,417,695,123 shares. Based on the number of treasury shares already held directly by the Company on February 29, 2020, AXA may purchase up to 210,672,637 of its own shares.

Term of the repurchase program

18 months as from the Shareholders' Meeting of April 30, 2020, subject to the approval of the program by the Ordinary Shareholders' Meeting.

* * *

Page 3