AXA BANK EUROPE SCF COVERED BOND PROGRAM Investor Presentation – March 2016 Table Of Content 1. Program Update P.3 2. AXA Bank Europe & AXA Banque P.8 3. AXA Bank Europe SCF Program P.17 4. Cover Pool P.25 5. Overview of the Underlying Residential Loans Portfolios P.32 6. Conclusion P.49 7. Contacts P.51 8. Appendix P.53 2 | AXA Bank Europe SCF // Investor Presentation Program Update Program Update Initial set-up AXA Bank Europe is a Belgium based bank focusing on retail banking activities in Belgium: AXA Bank Europe is rated A/A-1, Outlook Positive by S&P and A2/P-1, Outlook Stable by Moody’s. AXA Bank Europe is a significant and long-established player in the Belgian mortgage market, which is one of the healthiest and most stable housing markets in Europe. The EUR 5bn AXA Bank Europe SCF (ABE SCF) program was initially set-up in 2010 as the funding platform for AXA Bank Europe (ABE). The Obligations Foncières issued by ABE SCF were originally secured by AAA-rated RMBS Notes backed by prime Belgian residential mortgage loans originated and serviced by ABE. The Obligations Foncières issued by ABE SCF are rated Aaa/AAA by Moody’s/Fitch. 4 | AXA Bank Europe SCF // Investor Presentation Program Update Recent Change: Inclusion of French Assets via Promissory Note Since November 2014, ABE SCF is also being used as a funding platform for AXA Banque (France). In November 2014, ABE SCF subscribed a EUR 450 MM Mortgage Promissory Note (*) backed by guaranteed French residential home loans originated by AXA Banque in France and serviced by Crédit Foncier de France (CFF). The underlying residential loans are guaranteed by Crédit Logement (currently rated Aa3, Outlook Stable by Moody’s / AAL, Outlook Stable by DBRS). To subscribe such Mortgage Promissory Note, ABE SCF issued a EUR 400 MM 5Y Obligations Foncières Series that has been purchased by AXA Banque (France). The inclusion of Mortgage Promissory Notes is limited by law to a maximum of 10% of ABE SCF’s total balance sheet (**). (*) A Mortgage Promissory Note is a promissory note secured by a specified mortgage loan; it is a written promise to repay a specified sum of money plus interest at a specified rate and length of time to fulfill the promise. (**) Mortgage Promissory Notes (“billets à ordre hypothécaires”) are governed by Article L.313-42 et seq. of the French Code monétaire et financier. French Mortgage Promissory Notes can be included in Société de Crédit Foncier (SCF)’s cover pool provided that (a) such Mortgage Promissory Notes do not exceed 10% of the Issuer's assets in accordance with Article L. 513-6 of the French Code monétaire et financier and (b) the loans refinanced by such Mortgage Promissory Notes are (i) secured by a first ranking mortgage over an eligible real estate (or by other real estate security interests providing an equivalent security interest in accordance with Article L. 513-3 of the French Code monétaire et financier) or (ii) guaranteed by a credit institution or an insurance company that does not belong to the same group as the relevant SCF. 5 | AXA Bank Europe SCF // Investor Presentation Program Update Future Change & Impact: RMBS as Collateral to be Replaced by Secured Loans (1/3) ABE SCF’s cover pool is currently for 90% composed of internal RMBS tranches: RS-2 (EUR 1.5bn AAA tranche) & RS-3 (EUR 2.7bn AAA tranche). As from 1 January 2018, CRD IV / CRR requires that own (Group) issued RMBS and subscribed by Sociétés de Crédit Foncier may only be refinanced within 10% of the nominal amount of the Obligations Foncières and other liabilities benefiting from the privilège (priority right of payment). As required by French regulations, ABE SCF submitted an Action Plan to the French regulator (ACPR) in December 2015 detailing two options by which ABE SCF intends to comply with the above requirement. 6 | AXA Bank Europe SCF // Investor Presentation Program Update Future Change & Impact: RMBS as Collateral to be Replaced by Secured Loans (2/3) Preferred option: there are currently discussions ongoing in France to harmonize the legal frameworks applicable to Sociétés de Crédit Foncier (SCF) and Sociétés de Financement de l’Habitat (SFH). Expected key measures are: Permission granted to SCF to make use of secured loans (“prêts sécurisés”) on the asset side; Removal of the 10% cap applicable to Mortgage Promissory Notes (“billets à ordre”); Removal of the 35% limit applicable to guaranteed home loans. If the SCF / SFH alignment becomes effective in 2016, the RMBS Senior Notes included in ABE SCF’s cover pool will be substituted by secured loans (“prêts sécurisés”) secured by eligible residential home loans which would be pledged to the benefit of ABE SCF. Indeed, under the current French legislative framework, the use of “secured loans” is only allowed for SFH vehicles. Alternative Option (if the Preferred Option cannot be implemented): a conversion of ABE SCF into a Société de Financement de l’Habitat (SFH) will be contemplated. 7 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe & AXA Banque (France) AXA Bank Europe & AXA Banque within the AXA Group AXA SA S&P: A-/A-2, Outlook Positive Moody’s: A2/P-1, Outlook Stable Fitch: A/F1, Outlook Stable 100% AXA France Assurance SAS 100% 100% AXA France Vie SA 51% 49% AXA Banque (France) SA Non-rated 9 | AXA Bank Europe SCF // Investor Presentation S&P: A+, Outlook Positive Moody’s: Aa3, Outlook Stable Fitch: AA-, Outlook Stable AXA Bank Europe SA/NV S&P: A/A-1, Outlook Positive Moody’s: A2/P-1, Outlook Stable 99.99% AXA Bank Europe SCF SA AXA Bank Europe within the AXA Group AXA Bank Europe Is fully integrated within the AXA Group. - AXA Bank Europe is wholly-owned (100%) by AXA SA. Its retail banking operations are essentially based in Belgium (Non Belgium lending activities are in run-off since end-2011). These activities are provided in line with AXA business model, through which AXA Bank Europe offers both insurance and banking products & services to retail clients. In Belgium, AXA Bank Europe provides retail credit, savings, investments and pension products and services. AXA Bank Europe also develops and implements synergies with other AXA bank entities such as France and Germany. 10 | AXA Bank Europe SCF // Investor Presentation 11 AXA Bank Europe SCF // Investor Presentation AXA Bank Europe within the AXA Group Intermediation Activity in Belgium VISION MISSIONS Support of Group activities Leverage on ABE’s execution, trade processing, collateral management, trade reporting, clearing, valuation capabilities & expertise. Providing an easy access to the interbank and central clearer for derivatives market to AXA entities in a post EMIR world. « Mutualize ABE’s banking expertise within AXA Group » Intermediation role in financial products Derivatives, repo’s, EMTN structuring Propose tailor made financial solutions 12 | AXA Bank Europe SCF // Investor Presentation Provide comprehensive and easy to use services to AXA companies in the fields of derivatives and Repo’s. Remain on the edge of the derivative market, derivative processing and evolving regulation to be able to translate this into services provided to AXA entities. Contribute to ABE’s profitability within a tight risk framework (intermediation / no proprietary trading and no market making). ABE Balance Sheet Non-Audited Key Figures AXA Bank Europe (In EUR MM – As of Dec. 2015) (**) Assets Commercial Bank NonCommercial / Capital Market Bank Treasury Bank Other Assets Total Assets Belgium – Commercial Balance Sheet (In EUR MM – As of Dec. 2015) (**) Assets Liabilities 17,939 6,518 3,220 666 28,343 Commercial Bank NonCommercial / Capital Market Bank Treasury Bank Equity Total Liabilities 13 | AXA Bank Europe SCF // Investor Presentation Liabilities 18,356 Fixed Rate Mortgages 8,918 EMTN 1,505 5,899 Savings Certificates 170 3,435 Variable Rate Mortgages (*) Investment Credits 1,333 Term Deposits 1,527 Personal Loans 835 Savings 12,230 Cash Credits 72 Current Accounts 2,458 Other Assets 833 Total Assets 17,890 Total Liabilities 17,890 5,531 1,021 28,343 (*) Capped mortgages that include at least one period of variable interest rate. (**) FV of derivatives and other assets are excluded. AXA Banque (France) within the AXA Group AXA Banque (France) Is ultimately wholly-owned (100%) by AXA SA. Offers a complete range of bank products to retail clients in France. Intends to pursue its commercial development in France by: - Constantly improving the services quality; - Strengthening the Assur-Bank model via AXA France’s distribution networks, mainly its 2 Tied Agents (“Agents Généraux d’Assurance”) networks, but also AXA France’s salaried sales-force and IFA (*); - Developing the visibility of the banking activities in these networks; - Increasing synergies with AXA Wealth Management. Negotiated partnerships with two major players in the French residential loan market: - AXA Banque uses Crédit Foncier de France’s (CFF) platform (including IT systems) to originate and manage its home loans offering; - AXA Banque concluded an agreement with Crédit Logement (CRELOG). Currently, 88% of AXA Banque’s residential home loans production benefit from a guarantee granted by CRELOG. “Ingénierie finance assurance” (IFA) is an entity of AXA offering to “Conseillers en gestion de patrimoine indépendants” (CGPI) customized/innovative services intended to their private/VIP clients. 14 | AXA Bank Europe SCF // Investor Presentation AXA Banque (France) Key Facts Staff 630 AXA Banque employees, among which 450 dedicated to the relationships with clients and with the distribution network. AXA France network 3,250 « Agents Généraux » (= Tied agents), i.e., exclusive distributors mandated by the insurance company Among which 745 Agents « Assur-Banquiers ». 3,500 1,000 1,200 2,150 salespersons from the savings and coverage network tied agents specialists in wealth and insurance products independant mandated business providers (CGPI = IFAs) brokers 715,000 clients Among which 65,000 new clients during 2015. Business figures (*) RETAIL LOANS EUR 6bn outstanding SAVINGS ACCOUNTS CURRENT ACCOUNTS EUR 2.1bn outstanding EUR 837 MM outstanding 426b000 savings account outstanding 275,000 current acounts 214,000 credit cards Of which 55% mortgages 182,000 loans outstanding 15 | AXA Bank Europe SCF // Investor Presentation (*) As of Dec. 31, 2015 AXA Banque (France) Balance Sheet RETAIL BANKING ASSETS EUR MM 628 Treasury LOANS PORTFOLIO EUR MM 6 171 Retail Assets Bonds Portfolio 914 Mortgage loans 3 177 Other Assets 100 Consumer loans 882 TOTAL LIABILITIES Treasury 7 813 EUR MM 671 3 842 Debt 2 688 Other Liabilities TOTAL 16 | AXA Bank Europe SCF // Investor Presentation 1 630 TOTAL 5 690 DEPOSITS Retail Funding Shareholder's Equity Private banking loans 395 218 7 813 EUR MM Current accounts 785 Savings accounts 2 169 Term deposits TOTAL 725 3 679 (*) As of Nov. 30, 2015 AXA Bank Europe SCF Covered Bond Program AXA Bank Europe SCF Covered Bond Program By mean of the ABE SCF program, ABE and ABF are able to diversify the funding sources. The French Covered Bond legislation provides ABE and ABF with a strong and well recognized framework to access long-term funding. AXA Bank Europe SCF – Program Characteristics Issuer AXA Bank Europe SCF Program Size EUR 5bn (Current Outstanding: EUR 3.9bn) External Ratings Aaa / AAA (Moody’s / Fitch) EUR 4.21bn Aaa/AAA (Moody's/Fitch) Senior RMBS Notes backed by prime Belgian residential mortgages originated and serviced by AXA Bank Europe Collateral EUR 450 MM French Mortgage Promissory Note backed by prime French guaranteed home loans originated by AXA Banque (France) and serviced by CFF and guaranteed by Crédit Logement Minimum Overcollateralization (OC) Currently 19.6% (5% min. committed) Compliance with European Legislation CRD & UCITS Compliant ECB Eligible Risk Weighting 10% (*) Listing Luxembourg Stock Exchange ECBC Label Yes (*) Under Standard Approach of IRBA. 18 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Structure Highlights AXA Bank Europe SCF is 99.99% owned by AXA Bank Europe. AXA Bank Europe SCF is licensed as a specialized credit institution (as from January 1st, 2014) with the status of a Société de Crédit Foncier under French law to issue Obligations Foncières. AXA Bank Europe SCF is fully supported by AXA Bank Europe via a separate comfort letter required by the French Autorité de contrôle prudentiel et de résolution (ACPR) as part of the licensing process and a cash advance mechanism. AXA Bank Europe SCF is legally bankruptcy remote from AXA Bank Europe. AXA Bank Europe Comfort Letter & Cash Advance Mechanism AXA Bank Europe SCF (Issuer) 19 | AXA Bank Europe SCF // Investor Presentation Issues AAA rated Obligations Foncières Obligations Foncières (Investors) AXA Bank Europe SCF Covered Bond Program Structural Enhancements (1/3) AXA Bank Europe supports AXA Bank Europe SCF Via a cash advance mechanism: AXA Bank Europe will advance cash in an amount equal to the sums to be paid by AXA Bank Europe SCF under the Obligations Foncières which cannot be paid from the interest received from the cover pool assets on each payment date. As provider of a loan to finance the overcollateralization (OC): - Minimum 5% OC at the SCF level has to be maintained at all times; - Current OC level is 19.6% (vs. min. 5% required by law / rating agencies). As provider of a first demand guarantee to cover AXA Banque (France)’s obligations under the Mortgage Promissory Note. AXA Bank Europe SCF also benefits from credit enhancement: At the RMBS level: - The SCF only invests in AAA-rated Senior RMBS Notes backed by prime Belgian residential mortgage loans originated by AXA Bank Europe; - Current credit enhancement for the AAA Senior RMBS Notes: Royal Street RS-2 @ 17.7% / Royal Street RS-3 @ 13.5%. At the Mortgage Promissory Note level: - The outstanding nominal of the guaranteed residential home loan portfolio exceeds by 11% the outstanding nominal of the Mortgage Promissory Note. 20 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Structural Enhancements (2/3) AXA Bank Europe SCF assets are predominantly AAA-rated Senior RMBS Notes issued by Royal Street in Belgium, which has been used for the purpose of transferring Belgian assets to the French SCF. AXA Bank Europe’s primary motivation for structuring RMBS Notes used as collateral of the SCF was to facilitate the cross-boarder transfer of Belgian mortgage loans into the French Société de Crédit Foncier (AXA Bank Europe SCF). This RMBS structure has been created by AXA Bank Europe solely to transfer Belgian mortgage loans to AXA Bank Europe SCF. Sells Belgian residential mortgage loans to RS AXA AXABank BankEurope Europe (Seller (Seller&&Servicer) Servicer) Royal RoyalStreet Street Compartment Compartment (SIC) (SIC) Sells AAA-rated RMBS to ABE SCF Issues AAA-rated Obligations Foncières AXA AXABank BankEurope Europe SCF SCF (Issuer) (Issuer) Obligations Foncières (Investors) True sale of the mortgages at the RMBS level and sale of the Senior RMBS Notes to AXA Bank Europe SCF. As a side effect, this “two layer” structure provides additional credit enhancement to investors. 21 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Structural Enhancements (3/3) The Obligations Foncières benefit from structural enhancement at both the RMBS and the French Mortgage Promissory Note levels, but also at the AXA Bank Europe SCF level. Royal Street Compartment (SIC) RMBS Class A (AAA) benefit from subordination, guaranteed excess spread, & reserve fund AXA Bank Europe SCF (Issuer) Sells AAA rated RMBS to ABE SCF Obligations Foncières benefit from overcollateralization & structural enhancements RMBS Class B (NR) (retained by AXA Bank Europe) Obligations Foncières (Investors) Issues AAA rated OFs Investors benefit from protection at the ABE SCF, RMBS & Mortgage Promissory Note levels AXA Banque (France) Mortgage Promissory Note (NR) benefits from Overcollateralization Sells non-rated Mortgage Promissory Note to ABE SCF The RMBS Junior Notes have been purchased by AXA Bank Europe. The first piece of credit loss on top of the excess spread on the Belgian mortgage collateral are therefore borne by AXA Bank Europe. 22 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Liquidity Support In addition to the cash advance mechanism and the first demand guarantee, AXA Bank Europe SCF benefits from asset liability management tools to fund temporary liquidity needs: In particular, AXA Bank Europe SCF may at any time sell or liquidate assets if required to repay Obligations Foncières. The RMBS are ECB repo eligible. 23 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Interest Rate Hedging Strategy Interest rate risk is mitigated using swaps. AXA Bank Europe SCF enters into a swap for each publicly placed Series of Obligations Foncières to swap the Euribor 3 month floating interest rate received on the RMBS Notes into the fixed rate coupon to be paid to the publicly placed Obligations Foncières’ investors. No swaps have been concluded at the French Mortgage Promissory Note level since the (fixed) coupon is matched with the (fixed) coupon of the corresponding Obligations Foncières Series. The notional of each swap is the amount of the respective Series of Obligations Foncières. Hedging counterparties subject to minimum rating requirement as defined per rating agencies methodologies. Swaps comply with the swap criteria of Moody’s and Fitch. One-way collateral posting under CSA. 24 | AXA Bank Europe SCF // Investor Presentation Cover Pool AXA Bank Europe RMBS Program Royal Street AXA Bank Europe SCF’s cover pool is currently made up for 90% of internal RMBS tranches: EUR 4.21bn of AAA-rated Senior RMBS Notes issued by the second and third compartments of Royal Street (Compartments RS-2 and RS-3, respectively) ultimately backed by prime Belgian residential mortgage loans originated and serviced by ABE: - RS-2: EUR 1.5bn AAA tranche; - RS-3: EUR 2.7bn AAA tranche. EUR 450 MM of Mortgage Promissory Note backed by guaranteed French residential home loans originated by ABF and serviced by Crédit Foncier de France (CFF). The underlying residential loans are guaranteed by Crédit Logement. RS-2 and RS-3 have been structured solely to transfer part of the eligible Belgian prime residential mortgage portfolio of AXA Bank Europe to AXA Bank Europe SCF. Performance details of RS-2 and RS-3 are available on: https://www.axabank.be/nl/overaxa-bank/investor-relations-financial-information/royal-street RS-1 was issued in 2008 and is not used as collateral for ABE SCF. 26 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe RMBS Program Royal Street, Compartment RS-2 & RS-3 Replenishment period: initially 5 years (starting from the issue date) subject to strict eligibility and replenishment criteria. RS-2: till November 2017 (recently extended by 2 years) / RS-3 till October 2017. First call date after 5 years (Optional Redemption Call). Reserve Fund: 1% of the initial amount of the issued notes. Royal Street, Compartment RS-2 Royal Street, Compartment RS-3 Profile (%) Credit Enhancement (**) Tranche Size (EUR) Rating (Moody’s/Fitch) A 1,500,000,000 Aaa/AAA 83.3% 17.7% B 300,000,000 NR/NR 16.7% 1.0% Total 1,800,000,000 100% Profile (%) Credit Enhancement (**) Tranche Size (EUR) (*) Rating (Moody’s/Fitch) A 2,712.500,000 Aaa/AAA 87.5% 13.5% B 387.500,000 NR/NR 12.5% 1.0% Total 3,100,000,000 27 | AXA Bank Europe SCF // Investor Presentation 100% (*) The RS-3 portfolio was increased by EUR 1bn in July 2013 via a Tap issuance. (**) The guaranteed excess spread (35bps) is not taken into account. AXA Bank Europe RMBS Program Royal Street, Compartment RS-2 & RS-3 – Belgian Assets Pool Overview Royal Street RS-2 & RS-3 – Portfolio Overview RS-2 Portfolio (February 2016) RS-3 Portfolio (January 2016) Replenishment Constraints (Applicable to each individual portfolio) Current Loan Balance (EUR) 1,748,144,541 2,930,678,792 (*) - 4,678,823,333 Number of Loans 28,127 43,355 - 71,482 Number of Borrowers 20,241 31,554 - 51,795 Average Loan Balance per Borrower (EUR) 86,367 92,878 - 90,445 WA Seasoning (Years) 6.3 5.5 Min. 0.50 (RS-2) / 1.50 (RS-3) years for all new loans 5.8 WA Remaining Term to Maturity (Years) 15.8 16.9 - 16.5 WA Current Loan to Current Value (CLTCV) 53.59% 56.81% WA < 60% 55.61% WA Initial Loan to Initial Value (ILTIV) 73.96% 72.62% WA < 80% 73.12% WA Current Loan to Mortgage Inscription (CLTM) 89.39% 93.01% WA < 100% 91.66% WA Current Interest Rate 3.09% 3.07% WA > 2% (RS-2) / > 2.5% (RS-3) 3.08% WA Debt to Income (DTI) 37.84% 35.67% WA < 42%; per loan < 60% 36.48% Aggregate Portfolio (*) The RS-3 portfolio was increased by EUR 1bn in July 2013 via a Tap issuance. 28 | AXA Bank Europe SCF // Investor Presentation Mortgage Promissory Note French Assets Pool Overview The portfolio backing the Mortgage Promissory Note is entirely made up of residential home loans: Originated by AXA Banque in France; Serviced by Crédit Foncier de France (CFF – rated A-/A2/A by S&P/Moody’s/Fitch), a major player in France; and Benefiting from a guarantee mechanism (“mécanisme de caution”) granted by Crédit Logement (rated Aa3/AAL by Moody’s/DBRS), i.e., these loans are part of the 88% residential loans of ABF with CRELOG guarantee. The residential home loan pool is compliant with the general ABF origination policy. Main eligibility criteria applies to the Mortgage Promissory Note in order to comply with Article 129 of the CRR. In addition, some specific eligibility criteria applies to the Mortgage Promissory Note transaction – See next page. Mortgage Promissory Note – Main Eligibility Criteria General ABF Origination Policy (Examples) Debt to Income (DTI) < 38% Initial LTV < 100% 29 | AXA Bank Europe SCF // Investor Presentation Debt to Income (DTI) < 33% Outstanding Amount < EUR 480k Interest Rate Type 100% Fixed Average Current LTV < 80% Loan Type 100% Residential (Commercial Excluded) 100% Guaranteed Mortgage Promissory Note French Assets Pool Overview Mortgage Promissory Note – Additional Eligibility Criteria Loan Type Crédit Logement guarantee only Loan Amortization Amortizing loans – Bridging loans (“crédits relais”) are excluded Interest Rate Type Fixed rate only Borrower Type Individuals or SCI (*) Familiales – AXA Employees are excluded Loan Schedule Fully disbursed only Loan Performance Loans with an arrear balance are excluded Debt to Income < 33% (*) SCI = société civile immobilière. 30 | AXA Bank Europe SCF // Investor Presentation Mortgage Promissory Note Mortgage Promissory Note – French Assets Pool Overview Mortgage Promissory Note – Portfolio Overview (December 2015) Outstanding Balance (EUR) 504,422,070 Number of Loans 2,868 Number of Borrowers 2,772 Average Loan Balance per Borrower (EUR) 175,879 WA Seasoning (Years) 1.4 WA Remaining Term to Maturity (Years) 17.7 WA Current Loan to Current Value (WA CLTCV) 79.55% WA Initial Loan to Initial Value (WA ILTIV) 80.63% WA Interest Rate 2.6% WA Debt to Income (DTI) 24.3% 31 | AXA Bank Europe SCF // Investor Presentation Individual Eligibility Criteria < EUR 480,000 < 80% < 33% Overview of the Underlying Residential Loans Portfolios AXA Bank Europe Belgian Housing Market & European Context Strong housing market in comparison with other European markets. Supportive tax incentives for mortgage loans (now managed by the three Regions). Structural factors such as wage indexation and pension planning. Cultural factor: home-ownership favored by most of the Belgian population. The Belgian market has remained very stable during the crisis. Prices have not suffered any significant downturn since 2008. Since 2012, sales prices have moved just in line with inflation. Since the 2008 crisis and until now, the Belgian housing market has proved resilient. Developments in the housing market are relatively de-correlated from business and financial cycles. The probability of a sharp correction in house prices seems low in the short run. Healthy home finance market. Household-related debt (expressed as the housing loans outstanding as a percentage of the GDP) is lower than the European average. Mortgages credit policy tends to be more selective when lending to households over the last years. The Belgian residential mortgage market mainly consists of amortizing loans. 33 | AXA Bank Europe SCF // Investor Presentation Belgian Housing Market & European Context House prices (left-hand scale) annual change in %; ownership rate (right-hand scale): share in %. Source: Eurostat Between 2008 and 2014, the house prices in Belgium tend to increase. The ownership rate is higher than 70%. 34 | AXA Bank Europe SCF // Investor Presentation Overview of the Belgian Housing Market Belgium is in the group of countries where the nominal value of house prices increases. Since 2006, it increases nearly without any downside. 35 | AXA Bank Europe SCF // Investor Presentation Overview of the Belgium mortgage loans market Loan-to-value ratio at origination Initial maturity Source : NBB. The Belgian banking sector strengthened their lending criteria during the last years. Therefore, the mortgage credit policy is more cautious in term of Loan-to-Value and maturity at origination. 36 AXA Bank Europe SCF // Investor Presentation Positioning of ABE in the Belgian Mortgage Market Internal refinancing YTD 2014: EUR 0.89bn Internal refinancing YTD 2015: EUR 2.76bn Source: AXA Bank Europe AXA Bank Europe is one of the major players on the mortgage market. AXA Bank Europe occupies the sixth position in the Belgian market which is quite concentrated. The four biggest banks (BNPP Fortis, KBC, Belfius, ING) and AXA Bank Europe hold c.90% of the market share. Since the last quarter of 2014, the production is highly influenced by the refinanced mortgage credits (ABE’s internal refinanced credits included). 37 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe Belgian Mortgage Portfolio ABE offers mortgage loans in the Belgian prime market to individuals for the purchase, the construction, or the renovation of property. The credit files are all backed by prime residential first ranking mortgages. Ongoing improvements of the origination process and of the risk control have enabled ABE to develop its mortgage lending activity, leading to a sustainable growth of its mortgage portfolio since 2001 combined with a strong performance. Excellent risk profile as the default rate on the production of mortgages since 12 months is about 0.20%. Excellent recovery rate (> 90% at the end of the recovery process). As a consequence, the net loss ratio remains very low (0.10%) and is fully covered by a cautious provisioning policy. The level of loans in the foreclosure process (doubtful loans) remains low. (Please see RS-2 and RS-3 quarterly investor reports available on: https://www.axabank.be/fr/apropos-axa-banque/investor-relations-and-financial-information/royal-street). ABE mortgage loans production was strongly impacted by refinancing of loans from the other competitors; which, at a risk level, have a potential higher credit worthiness than a new transaction. 38 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe Belgian Mortgage Portfolio Mortgage Loans Portfolio The mortgage loans portfolio tends to grow steadily. Source: AXA Bank Europe 39 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe Belgian Mortgage Portfolio Credit Quality The default rate on 12 months on the new production (internal refinancings excluded) tends to decrease drastically since 2013 to reach about 0.20%. Source: AXA Bank Europe The percentage of the bad loans in the mortgage loans portfolio is stable and remains at a low level. Source: AXA Bank Europe 40 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe Belgian Mortgage Portfolio Arrears & Recovery (1/2) ABE Risk Policy tends to maintain the 90 DPD at a low level. Source: AXA Bank Europe 15 Days Past Due Manual Decision 90 Days Past Due Time 15 – 90 days past due: As from 90 days past due: Enforcement by desk Recovery Fully automated reminder cycle (letters) Arrears management by desk Remedy: phone contacts, remediation if possible, conciliation procedure if necessary - Sale of property if necessary (enforcement of the collateral) NORMAL (Performing & Up to 90 DPD) 41 | AXA Bank Europe SCF // Investor Presentation UNCERTAIN (Remediation) - Until repayment or loss recognition DOUBTFUL (Recovery) AXA Bank Europe Belgian Mortgage Portfolio Arrears & Recovery (2/2) AXA Bank Europe’s processes and the use of the industry’s best practices drive the strong quality of the portfolio. The recovery process is efficient and fast: 60% of the exposure at default is recovered within the first 24 months. Gross recovery rate > 90% at the end of the recovery process. 42 | AXA Bank Europe SCF // Investor Presentation Source: AXA Bank Europe Overview of the Underlying Residential Loans Portfolios AXA Banque (France) AXA Banque (France) Residential Home Loans Portfolio AXA Banque (France) originates residential home loans to individuals in France since 2006. *Data end of year ABF’s residential home loans portfolio outstanding: EUR 3.3bn at end-2015; Increase of 29% between 2014 and 2015. ABF’s residential home loans production: Since 2011, regular and sustained progression of the residential home loans origination activity is demonstrating a successful integration of the banking activity within the distribution network of AXA France to insurance clients. *Data end of year 44 | AXA Bank Europe SCF // Investor Presentation AXA Banque (France) Residential Home Loans Portfolio Overview Residential loans 09-30-2015 Outstanding (EUR) 3.1 Bn Market Share EUR 3.1bn outstanding as of Sep. 30, 2015 0,4% WA Maturity at origination (in months) WA Outstanding balance (EUR) 223 0.4% of the French residential market. 136.876 22,400 loans granted to 19,385 borrowers: 10 Highest borrowers represent 0.62% of the portfolio. 8.5% of the portfolio made of loans granted to AXA employees. Outstanding amount at origination: Minimum of EUR 50,000. Original loan balance of EUR 3.7bn, Average balance of EUR 162k. Current outstanding of EUR 3.1bn, Average current balance of EUR 137k. 92% of the loans have a current balance lower than EUR 500k. Maturity of the portfolio: Weighted average maturity at origination: 223 months. Weighted average remaining maturity: 208 months. Amortizing loans (6 to 30 years) represent 98% of the portfolio. Bridging loans (“crédits relais”) have a maturity up to 2 years. 45 | AXA Bank Europe SCF // Investor Presentation AXA Banque (France) Residential Home Loans Portfolio Portfolio Characteristics Guarantee types Guarantee from Crédit Logement. - NB: the pool can only include loans with a CRELOG guarantee. Mortgage guarantee. Other: mainly AXA France Life insurance policy. Loan origination criteria Analysis of the client’s ability to repay (Debt to Income < 38%). Max. LTV when granting a loan: - Max. 100% for own-occupied properties. - Max. 110% for properties bought for rental purposes or when the client already owns its main property. Loan insurance Borrowers have to subscribe insurance, which covers life accidents (mainly death and disability) and with AXA Banque as beneficiary. Insurance policies are underwritten by AXA France Vie (group insurance) when distributed by AXA Banque. A borrower can undertake an individual insurance with another company. 46 | AXA Bank Europe SCF // Investor Presentation AXA Banque (France) Residential Home Loans Portfolio Crédit Logement & the Guarantee Mechanism Crédit Logement (CRELOG) (rated Aa3, Outlook Stable by Moody’s / AAL, Outlook Stable by DBRS) is the leading provider of home loan guarantees in France. The main activity of Crédit Logement is to guarantee banks’ residential home loans to individuals in France. Its shareholders are the major French banks offering guaranteed home loans. The acceptance criteria include a double due diligence (by the originator and Crédit Logement itself) when the loan is originated. When the loan is originated, the loans are recorded on the balance sheet of the bank which also collects the payment of the principal and the interests on the loan. After the borrower defaults on three monthly payments, Crédit Logement may be called to stand in for the borrower. When the borrower defaults, Crédit Logement may recover the loan out of Court (before the event of default is declared) or in Court (after the event of default is declared). When the event of default is declared, Crédit Logement pays off the lending bank and then replaces the bank in all its rights. It becomes the new creditor and carries out all the necessary formalities, such as proceeding to judicial mortgage registrations and selling off the asset. Arrears < 60 days Automated recovery process handled by CFF 47 | AXA Bank Europe SCF // Investor Presentation Arrears > 60 days but < 90 days Amicable recovery carried out by CFF Arrears > 90 days Triggers the Crédit Logement’s guarantee within 2 months - CFF notifies the default event to Crédit Logement. - Crédit Logement provides the outstanding defaulted amount to AXA Banque and manages the recovery process for itself. AXA Banque (France) Residential Home Loans Portfolio Performance Indicators The net loss linked to guaranteed home loans is negligible (0.004% of the total guaranteed home loan portfolio as per end-December 2014). Performance Indicator: Saisine Crédit Logement: - 3 months in arrear. Confirmation from CRELOG covering the loan within 30 days. Reimbursement of instalment in arrears / of the amount outstanding through the Fond Mutuel de Garantie (FMG). In case of a client’s default, AXA Banque gets the outstanding loan amount from Crédit Logement. 2009 2007 2011 As of end-December 2014, only one loan for which the Credit Logement guarantee did not cover-up the amount outstanding. 2013 2014 Year 2006 2007 2008 2009 2010 2011 2012 2013 2014 48 | AXA Bank Europe SCF // Investor Presentation 2008 2012 Amount originated (in EUR M) 66 183 81 70 224 468 530 984 694 Saisines (in EUR M) 0,8 2,4 0,7 1,2 1,0 4,2 3,5 6,6 0,9 Cumulated Rate of Saisine 0,9% 1,5% 1,1% 2,3% 0,7% 1,1% 0,9% 0,6% 0,2% 2006 2010 Conclusion Conclusion AXA Bank Europe and AXA Banque (France) are banking entities integrated within the AXA Group. A very strong legal framework: ABE SCF is a French law governed Société de Crédit Foncier (SCF) established for the purpose of issuing Obligations Foncières. Wholly-owned subsidiary of ABE and bankruptcy-remote from ABE. Investors benefit from several structural enhancements providing investors with additional comfort: At ABE SCF level: AAA-rated OFs Series, high 19.6% OC, cash advance mechanism, very liquid collateral; At the RMBS level: subordination, guaranteed excess spread, Reserve Fund; At the French Mortgage Promissory Note level: 11% OC. CRD and UCITS-compliant, ECB eligible. Exposure to some of the most stable housing markets in Europe providing investors with a diversification opportunity. 50 | AXA Bank Europe SCF // Investor Presentation Contacts Contacts For further information, please contact AXA Bank Europe SCF - Covered Bond Team [email protected] BNP Paribas Covered Bond Structuring - Boudewijn Dierick [email protected] +32 2 678 69 46 +44 207 595 48 33 Information on the Internet AXA Bank Europe: www.axabank.be AXA Banque (France): www.axabanque.fr AXA Bank Europe SCF Covered Bond program: https://www.axabank.be/nl/over-axa-bank/investorrelations-financial-information/covered-bonds ECBC Covered Bond Label https://www.coveredbondlabel.com/issuer/8/ 52 | AXA Bank Europe SCF // Investor Presentation Appendix Organization AXA Bank Europe 54 | AXA Bank Europe SCF // Investor Presentation Organization AXA Banque (France) Jean Philippe Rollin Pierre Janin CEO P.A of the CEO Jean PREVOST Human Ressources Marie-Cécile Plessix Head of Product Management Member of the Management Board Jean-Marc Vasseux Chief Risk Officer Pascal Lozovoy Chief Information Officer 55 | AXA Bank Europe SCF // Investor Presentation Florence Genon-Catalot Communication Emmanuel Ramé Valérie BRONCARD Chief Financial Officer - Chief Commercial Officer - Member of the Management Board Member of the Management Board Marc Legardeur Nathalie Couveignes Raphaël Krivine Private banking Marketing Direct clients and E-Banking Robust Legislative Framework (1/2) AXA Bank Europe SCF is monitored or regulated by multiple entities Licensed and regulated by French Banking Authorities / French Banking Regulator Supervised by Autorité de contrôle prudentiel et de résolution (ACPR) Audited by Independent Auditors PwC Mazars Monitored by Specific Controller Fides Audit Rated by Moody’s Fitch AXA Bank Europe SCF Legal privilege Obligations Foncières investors and swap counterparties on a pari passu basis rank senior to all nonprivileged creditors of AXA Bank Europe SCF. No early redemption or acceleration of the Obligations Foncières in case of insolvency of AXA Bank Europe SCF, no event of default under the Obligations Foncières in the Terms and Conditions. AXA Bank Europe SCF is bankruptcy remote from AXA Bank Europe (legal prohibition of extension of its bankruptcy to the SCF). 56 | AXA Bank Europe SCF // Investor Presentation Robust Legislative Framework (2/2) Articles L. 513-3 to L. 513-5 of the French Monetary and Financial Code set out the list of eligible assets to be held (directly or indirectly) by the SCF. Eligible Conditions Property must be located in France or EC or EEA or in a country benefiting from highest level of credit assessment. AXA Bank Europe SCF: OK Loan to individuals can be used up to 80% LTV to finance Obligations Foncières. AXA Bank Europe SCF: OK Replacement assets must not exceed 15% of the amount of Obligations Foncières and other resources benefiting from the legal privilege. Those are exposures to credit institutions benefiting from the highest level of credit assessment. AXA Bank Europe SCF: OK Guaranteed loans cannot exceed 35% of the Société de Crédit Foncier’s total assets. AXA Bank Europe SCF: OK In the Basel III context, the CRD IV and CRR extended the exemption until Dec. 31, 2017 to allow 100% RMBS of ‘own’ assets in Covered Bond pools for CRD-compliant Covered Bonds. 57 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Transaction Parties AXA Bank Europe SCF – Transaction Parties Program Arranger BNP Paribas Originators AXA Bank Europe AXA Banque (France) Servicers AXA Bank Europe Crédit Foncier de France (CFF) Guarantor of the French Residential Home Loans Crédit Logement SCF Financial & Asset Liability Management AXA Bank Europe Assistance, Global Accounting Supervision, Legal & Tax Management AXA Banque (France) SCF Account Bank BNP Paribas Principal Paying Agent, Fiscal Agent & Calculation Agent BNP Paribas Securities Services Luxembourg Listing Agent BNP Paribas Securities Services Specific Controller Fides Audit Auditors PWC Mazars Permanent Dealers BNP Paribas, Crédit Agricole CIB, HSBC France, Merrill Lynch International, Natixis, Société Générale 58 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Successful placement of EUR 2.75bn with external investors. AXA Bank Europe SCF – Outstanding Issuances Series 1 ISIN: FR0010957670 EUR 750 MM Issue Date: Nov. 5, 2010 Maturity Date: Nov. 5, 2020 – Extendable Maturity (Soft Bullet) 3.5% coupon Aaa / AAA (Moody's / Fitch) Series 3 ISIN: FR0011027150 EUR 500 MM Issue Date: Apr. 4, 2011 Maturity Date: Apr. 4, 2016 – Extendable Maturity (Soft Bullet) 3,625% Coupon Aaa / AAA (Moody’s / Fitch) Series 5 ISIN: FR0011232404 EUR 1bn Issue Date: Apr. 19, 2012 Maturity Date: Apr. 19, 2017 – Extendable Maturity (Soft Bullet) 2.25% Coupon Aaa / AAA (Moody's / Fitch) Series 7 ISIN: FR0011322668 EUR 500 MM Issue Date: Sept. 20, 2012 Maturity Date: Sept. 20, 2019 – Extendable Maturity (Soft Bullet) 1.875% Coupon Aaa / AAA (Moody's / Fitch) 59 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Outstanding Issues – EUR 1.15bn retained within AXA. AXA Bank Europe SCF – Outstanding Issuances Series 8 (Retained) ISIN: FR0011529080 EUR 750 MM Issue Date: July 1, 2013 Maturity Date: July 25, 2023 – Extendable Maturity (Soft Bullet) Euribor 3M + 75bps Coupon Callable at any time by the Issuer Aaa / AAA (Moody’s / Fitch) Series 9 (Purchased by AXA Banque France) ISIN: FR0012327799 EUR 400 MM Issue Date: November 18, 2014 Maturity Date: November 18, 2019 – Extendable Maturity (Soft Bullet) 0.345% Coupon Callable at any time by the Issuer Aaa / AAA (Moody’s / Fitch) NB: The ECB repo eligibility of AXA Bank Europe SCF Covered Bonds is not endangered under the new ECB repo rules applying from April 1st, 2013, given that the RMBS in the cover pool were originated within the same consolidated Group and are used as a technical tool to transfer mortgage loans form the originating entity into the cover pool. 60 | AXA Bank Europe SCF // Investor Presentation AXA Bank Europe SCF Covered Bond Program Cover Pool AXA Bank Europe SCF – Cover Pool Royal Street RS-2, Class A ISIN: BE0002400720 EUR 1.5bn Issue Date: November 5, 2010 Maturity Date: November 5, 2051 Replenishment Period: 7 years (extended by 2years in 2015) Aaa/AAA (Moody’s/Fitch) Royal Street RS-3, Class A ISIN: BE0002409812 EUR 2.71bn Issue Date: December 8, 2011 Maturity Date: October 8, 2051 Replenishment Period: 5 years Aaa/AAA (Moody’s/Fitch) French Mortgage Promissory Note (Not listed) EUR 450 MM Issue Date: November 18, 2014 Maturity Date: November 18, 2019 NR (Moody’s/Fitch) 61 | AXA Bank Europe SCF // Investor Presentation AXA Banque (France) Residential Home Loan Portfolio Portfolio Characteristics – Property Type / Borrower Employment / Loan Purpose (*) 62 | AXA Bank Europe SCF // Investor Presentation (*) As of Sep. 30, 2015 AXA Banque (France) Residential Home Loan Portfolio Portfolio Characteristics – Loan to Value (*) Max. 100% for own-occupied properties. Max. 110% for properties bought for rental purposes or when the client already owns its main property. (*) Current LTV based on current value of properties. 63 | AXA Bank Europe SCF // Investor Presentation (*) As of Sep. 30, 2015 AXA Banque (France) Residential Home Loan Portfolio Portfolio Characteristics – Source of production Source of production: - - Tied Agents: Agents (“Agents Généraux d’Assurance”) networks, but also AXA France’s salaried sales-force and IFAs (“CGPI”); Others: i.e., direct customers, AXA employees). Nord-est: 176 Agents Production 2014: EUR 54 M Ouest: 222 Agents Production 2014: EUR 57 M Ile-de-France: 63 Agents Production 2014: EUR 170 M Sud-ouest: 125 Agents Production 2014: EUR 52 M Sud-est: 156 Agents Production 2014: EUR 68 M 64 | AXA Bank Europe SCF // Investor Presentation Tied agents production by region in 2014 Disclaimer & Important Notice This material (the "Material") has been prepared by AXA Bank Europe solely for use in the program update presentation and is provided by AXA Bank Europe "as is" without warranty or guarantee of any kind to recipients. This Material is provided for illustrative purposes only and is not intended to provide, nor should it be interpreted as providing, any facts regarding, or guarantee or prediction or forecast of, the likelihood that investors in the securities described herein will receive payment of principal or interest. . This Material is strictly confidential and it is strictly prohibited to reproduce by any person and/or redistribute to any person, in whole or in part, other than its original recipient. AXA Bank Europe and its affiliates, directors, officers, employees or agents do not accept any liability whatsoever for the action and use of this Material by any person. Some information contained herein and other information or material may include forward-looking statements based on current beliefs and expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to inherent risks, uncertainties and assumptions about AXA Bank Europe . Those events are uncertain, and their outcome may differ from current expectations, which may in turn significantly affect expected results. Actual results may differ materially from those projected or implied in these forward-looking statements. Any forward-looking statement contained in this Material speaks as of the date of this Material, without any obligation from AXA Bank Europe to update. The delivery of this Material shall not in any circumstance imply that the information contained herein is correct at any time subsequent to the date of this Material. While the information set out in this Material comprises a description of certain provision of the transactions described herein (the "Transactions"), it should be read as a summary only and it is not intended as a full statement of the provisions of the Transactions. This Material does not constitute an offer document of any kind and shall not be considered as an invitation to invest. Any investment decision to buy or purchase securities related to this Transactions must be based on the information contained in Royal Street compartment RS-2 and compartment RS-3 prospectuses and/or the covered bond prospectus (together, the "Prospectuses"). In particular, investors should pay particular attention to any risk factors described in Prospectuses. Only the contents of the covered bond prospectus are binding on AXA Bank Europe . This Material is distributed solely for information purposes and should not be treated as investment advice. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient. No representation or warranty, either express or implied, or undertaking of any nature, is provided by AXA Bank Europe or its affiliates, directors, officers, employees or agents in relation to (i) the accuracy, completeness or reliability of the information contained herein and/or (ii) the various parties in the Transactions. This Material should not be regarded by recipients as a substitute for the exercise of their own judgment. Any opinions expressed in this Material are subject to change without notice and AXA Bank Europe is under no obligations to update or keep current the information contained herein. In addition, institutions mentioned in this Material, their affiliates, directors, officers, employees or agents may make purchases and/or sales as principal or agent or may act as market maker or provide investment banking or other services in respect of the Transactions. Neither AXA Bank Europe nor any of its affiliates, directors, officers, employees or agents accepts any liability whatsoever for any loss or damage of any kind arising out of the use of or reliance upon all or any part of this Material. You should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that you deem it necessary, and make your own investment, hedging and trading decisions regarding the suitability of this Transactions, based upon your own judgment and advice from such advisers as you deem necessary and not upon any view expressed in this Material. This Material does not constitute an offer to sell or the solicitation of any offer to buy the securities described herein in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Material and the offer or sale of the securities described herein may be restricted by law in certain jurisdictions. In particular, no action has been taken by AXA Bank Europe which would permit a public offering of any securities or distribution of this Material in any jurisdiction where action for that purpose is required. Persons into whose possession this Material may come must inform themselves about, and observe, any such restrictions on the distribution of this Material and the offering and sale of securities. In particular, there are restrictions on the distribution of this Material and the offer or sale of securities in the United States and the European Economic Area (including, inter alia, the United Kingdom, Belgium and France). This Material does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. No public offering of securities will be made in the United States. This Material may have been sent in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, neither AXA Bank Europe nor its affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between this Material distributed to you in electronic format and hard copy versions. 65 | AXA Bank Europe SCF // Investor Presentation
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