took the following decisions:
■the Supervisory Board authorized that, following the termination of their employment contracts, Messrs. Henri de Castries and Denis Duverne will continue to have social benefi ts (health insurance, life insurance, disability insurance, retirement, etc.) on terms equivalent to those of all other director-level employees of the AXA Group in France; ■the Supervisory Board authorized a contractual severance
benefi t for Messrs. de Castries and Duverne designed to replicate the benefi ts to which they were entitled as AXA employees under the 1993 collective agreement covering director-level employees of the insurance sector, but with the addition of new performance conditions in accordance with the AFEP/MEDEF recommendations. A severance benefi t would be applicable, except in the case of gross or wilful misconduct, solely in the event of dismissal, non-renewal or resignation within 12 months following a change in the Company’s control or strategy that has not been initiated by the benefi ciary. The payment of the severance benefi t would also be subject to the three following performance conditions: (1) achievement, for at least 2 of the 3 preceding fi scal years, of the objectives set for the benefi ciary’s variable compensation and corresponding to the payment of at least 65% of his variable compensation target; (2) evolution of the AXA share price at least equal to the Dow Jones Eurostoxx Insurance index (in percentage) over a 3-year period preceding the termination of the term of offi ce; (3) fi nancial strength ratings of the AXA Group’s principal insurance subsidiaries above or equal to the minimum ratings set by the Board with regard to the insurance industry and the ratings of AXA’s principal competitors. The amount of severance benefi t to be paid to the benefi ciary would be adjusted in accordance with the level of achievement against these
performance conditions: (1) 100% of the severance benefi t will be paid if at least 2 of the 3 performance conditions are met; (2) 40% of the severance benefi t will be paid if only 1 performance condition is met; and (3) no severance benefi t shall be paid if none of the performance conditions are met. Notwithstanding the foregoing, if only 2 of the 3 performance conditions are met, the amount of severance benefi t will be reduced by 50% if the performance condition (1) is not met or if AXA’s consolidated net income for the preceding fi scal year was negative.
No severance benefi t will be paid if the benefi ciary is entitled to an additional pension scheme within the 6 months following his termination.
The initial amount of the severance benefi t would be equal to 19 months of the average compensation (fi xed and variable) paid during the 24-month period preceding termination for Mr. Henri de Castries, and equal to 12 months of this average for Mr. Denis Duverne. For each benefi ciary, one month will be added to the initial amount of the severance benefi t for each additional year of future service up to a maximum cap of 24 months.
These commitments took effect upon the effective renunciation by Messrs. Henri de Castries and Denis Duverne of their respective employment contracts at the end of the Shareholder’s M eeting of April 29, 2010, and will continue so long as they remain executive offi cers of AXA (including under renewed mandates);
■Messrs. Henri de Castries and Denis Duverne also renounced the indemnities to which they were entitled as employees, pursuant to the 1993 collective agreement, (i) at the time of their retirement (indemnités de départ en retraite) and (ii) in case of termination (six month prior notice).
2.3
MAJOR SHAREHOLDERS AND RELATED
PARTY TRANSACTIONS
I
Capital ownership
On December 31, 2012, AXA’s fully paid up and issued share capital amounted to €5,469,919,153.36 divided into 2,388,610,984 ordinary shares, each with a par value of €2.29 and eligible for dividends as of January 1st, 2012.
To the best of the Company’s knowledge, the table below summarizes the ownership of its issued outstanding ordinary shares and related voting rights on December 31, 2012:
Number of shares
% of capital
ownership % of voting rights (a)
Mutuelles AXA (b) 342,767,775 14.35% 23.05%
Treasury shares held directly by the Company 57,048 0.00% [0.00%] (c)
Treasury shares held by Company subsidiaries (directly
or indirectly) (d) 16,448,654 0.69 % [1.07 %] (c)
Employees and agents 177,487,595 7.43 % 8.97 %
General public 1,851,849,912 77.53 % 66.91 %
TOTAL 2,388,610,984 (e ) 100% 100%
(a) In this table, voting rights’ percentages are calculated on the basis that all outstanding ordinary shares are entitled to voting rights, notwithstanding the fact that certain of these shares may be deprived of voting rights by law or otherwise (for example, treasury shares held by AXA or its subsidiaries are deprived of voting rights under French law).
(b) AXA Assurances IARD Mutuelle (11.43% of capital ownership and 18.23% of voting rights) and AXA Assurances Vie Mutuelle (2.92% of capital ownership and 4.83% of voting rights).
(c) These shares will be entitled to vote when they cease to be treasury shares (e.g. upon their sale or other transfer to an unaffi liated third party). (d) Treasury shares as indicated in Note 13 to “Consolidated Financial Statements” included in Part 4 of this Annual Report.
(e) Source: Euronext Notice of January 4, 2013.
AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle (the “Mutuelles AXA”) are parties to agreements pursuant to which they have stated their intention to collectively vote their shares in AXA. As part of these agreements, the Mutuelles AXA have established a Strategy Committee (Comité
de coordination stratégique) composed of certain directors
from their respective Boards. The Strategy Committee elects a Chairman among its members (at present, Mr. Claude Bébéar) and is generally consulted on all signifi cant matters relating to the Mutuelles AXA including their collective shareholding in AXA and overall relationship with the Company.
To the best of the Company’s knowledge, no shareholder held more than 5% of the Company’s share capital or voting rights on December 31, 2012 except as indicated in the table above. Certain of the Company’s shares are entitled to double voting rights as described in Part 5 – “Certain additional information” – “Voting rights” Section of this Annual Report. Of the Company’s 2,388,610,984 outstanding ordinary shares on December 31, 2012, 500,960,603 shares entitled their holders to double voting rights as of that date.