AXA to Acquire Remaining Shares of German Sub; Management Board Members Reappointed

December 23, 2005

France’s AXA Group announced that it plans to acquire the remaining 7.24 percent of the shares of German subsidiary AXA Konzern AG that it does not already own. The announcement described the move as “part of the streamlining of the legal structure of its German subsidiaries.”

AXA proposes to offer €129.3 ($153.6) per AXA Konzern AG ordinary share and preference share, which represents a premium of 55 percent compared to the closing ordinary share price as of December 20, 2005 on the Frankfurt stock exchange. The total cost is expected to be around €292 million ($347 million).

“This premium eliminates the illiquidity discount affecting AXA Konzern AG’s current share price and takes into account the recent operating performances of AXA Versicherung, AXA Lebensversicherung and AXA Krankenversicherung,” said the bulletin.

The offer is subject to procedure of control by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), the German stock market regulator. AXA said that it is “holding in AXA Konzern AG share capital reaches 95 percent at the end of the offer, AXA will consider a delisting of AXA Konzern AG through a ‘squeeze-out’ procedure, bringing its holding to 100 percent. Should the 95 percent threshold not be reached, AXA has the option to withdraw its offer.”

AXA announced in a separate statement that the Company’s Supervisory Board decided to confirm its confidence in the current Management Board at a recent meeting. It reappointed all of the current members for a new term of three years with effect from midnight, January 14, 2006, when the current terms is set to expire.

The following Management Board members were re-elected:
— Henri de Castries
— Claude Brunet
— Christopher Condron
— Denis Duverne
— Francois Pierson

Henri de Castries was reconfirmed as management Board Chairman.

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