Commentary & Deal Flow

Reoffer: 30NC10: MS+140bp / 99.658 / 4.418%
Benchmark: 30NC10: DBR 2.9 15-Feb-36 @ 99.33% / B+143.9bp / HR 95%

Final Books €2.5bn. Peak book over €3.3bn (pre-rec)

Launched: 30NC10: €750m @ MS+140bp - Books over €3.3bn (pre-rec)
Book Update: Books above €2.5bn
IPTs: 30NC10: MS+170bp area

• Issuer: AXA SA (LEI: F5WCUMTUM4RKZ1MAIE39)
• Notes: €750m Fixed to Floating Rate Ordinary Subordinated Notes due 29 May 2056
• Status: Ordinary Subordinated Obligations. Senior to any Undated Subordinated Notes, any Undated Subordinated Obligations, any prêts participatifs granted to the Issuer, any titres participatifs issued by the Issuer and any Deeply Subordinated Notes issued by the Issuer. If the Notes are no longer treated as tier 2 own funds regulatory capital, their rank will, subject to certain conditions, change, and the Notes will become either Senior Notes, 1st Ranking Senior Subordinated Notes or Senior Subordinated Notes
• Insurer Financial Strength Ratings: Issuer: Aa2, stable by Moody’s, AA-, stable by S&P and A+ (Superior), stable by AM Best. Issuer’s principal insurance subsidiaries: Aa2, stable by Moody’s and AA, stable by S&P
• Issuer’s Long-Term Credit Ratings: Aa3, stable by Moody’s, AA-, stable by S&P and aa (Superior), stable by AM Best
• Expected Notes Ratings: A1 (hyb) by Moody’s and A by S&P
• Issue Size: €750m
• Settlement Date: 29-May-26 (T+3)
• First Call Date: 29-May-36
• Maturity Date: 29-May-56 subject to the Conditions to Redemption and Purchase
• Coupon: 4.375%
• Reoffer: MS+140bps, 99.658%, 4.418% and +143.9bps vs DBR 2.9 15-Feb-36 (px 99.33% - HR 95%)
• Interest: Fixed rate until First Call Date payable annually in arrear. Thereafter reset on the First Call Date at a rate equal to the sum of 3-month Euribor (subject to Benchmark Discontinuation provision) and the Margin (including 100bps step-up), payable quarterly in arrear
• Margin: Initial credit spread plus 100bps per annum
• Interest Deferral: Interest will be mandatorily deferred in case of Regulatory Deficiency, subject to regulatory waiver. The Issuer may elect to defer any interest provided a dividend on ordinary or preference shares has not been declared or paid in the preceding 6 months (provided that the Interest Payment Date is not a Mandatory Interest Deferral Date). Deferred interest payments will constitute Arrears of Interest which are cumulative and not compounding
• Optional Redemption: The Issuer may, at its option, redeem all or some only of the Notes then outstanding on (i) the First Call Date or (ii) any Interest Payment Date thereafter at par, subject to the Conditions to Redemption and Purchase
• Special Event Redemption: The Issuer may redeem all of the Notes at par at any time for tax reasons (Withholding Tax Event, Gross-up Event and Tax Deductibility Event), upon a Regulatory Event, Accounting Event, Rating Methodology Event or clean-up (>= 75%), subject to the Conditions to Redemption and Purchase
• Conditions to Redemption and Purchase: All redemptions are subject to (i) prior Relevant Supervisory Authority approval; (ii) no Regulatory Deficiency; (iii) no Insolvent Insurance Affiliate Winding-up (if then required); subject to regulatory waiver in certain conditions
• Inapplicability Period: The Issuer may waive, at any time and in its sole discretion, its right to redeem the Notes under any of Conditions 7(b), 7(d), 7(e), 7(f) and 7(g) of the terms and conditions of the Drawdown Prospectus for a (definite or indefinite) period of time to be determined by the Issuer (an Inapplicability Period) by notice to the Noteholders in accordance with Condition 14 of the terms and conditions of the Drawdown Prospectus.
• Special Event Substitution/ Variation: As an alternative to early redemption, the Issuer has the option to substitute the Notes (in whole) or vary the terms at any time without the consent of the Noteholders upon a Regulatory Event, a Rating Methodology Event or an Accounting Event (subject to certain conditions, including the terms of the substitution or variation not being prejudicial to the interest of Noteholders)
• Regulatory Deficiency: Non-compliance with Issuer/Group SCR or MCR, or any applicable capital requirements for internationally active insurance groups. Regulatory request, for the Issuer to take specified action in relation to payments under the Notes
• Events of Default: None
• Waiver of Set-Off: No holder of any Note may at any time exercise or claim any Set-Off Rights against any right, claim, or liability the Issuer has or may have or acquire against such holder
• Form of the Notes: Reg S Bearer Form / Temporary Global Note to be exchanged for a Permanent Global Note (Classical Global Note)
• Acknowledgement of potential future Statutory Loss Absorption Powers: Applicable
• Denomination: €100k and integral multiples of €1k in excess thereof up to (and including) €199k
• Law/Listing: English Law (save for the Status and Subordination provisions governed by French law) / Official List of the Luxembourg Stock Exchange (regulated market)
• Selling Restrictions: US, EEA, UK, Belgium, HK, Singapore and Canada (as further described in the Drawdown Prospectus)
• Use of Proceeds: General corporate purposes including the refinancing of part of the Group’s outstanding debt
• Documentation: Preliminary Drawdown Prospectus dated on 26-May-26 / Notes issued under AXA’s EMTN Programme pursuant to a base prospectus dated 26-Mar-26. Final Drawdown Prospectus to be dated on or around 27-May-26
• Target Market: Manufacturer target market (EU MIFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA or the UK
• ISIN / Common Code: XS3393830651 / 339383065
• Global Coordinators: Crédit Agricole CIB, Natixis (B&D/DM)
• Joint Lead Managers: BNP Paribas, BofA Securities, Crédit Agricole CIB, HSBC, J.P. Morgan, Natixis
• Advertisement: The Base Prospectus is available on the website of the Luxembourg Stock Exchange - www.luxse.com and the Drawdown Prospectus, when published, will be available on the website of the Luxembourg Stock Exchange - www.luxse.com
• Timing: Priced - TOE 16.09 CET / FTT 16.20 CET