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AXA Private Equity 2008 Annual Report.AXA Private Equity, an AXA Investment Managers company, is a leading private equity house with nearly $26bn of assets under management and international reach across Europe, North America and Asia. The firm provides investors with funds across the full range of private equity offerings: direct funds - infrastructure; LBO mid cap and small cap; venture capital; co-investments; funds of funds - primary, early secondary and secondary and finally mezzanine.With offices in Paris, Frankfurt, London, New York, Singapore, Milan, Zurich and Vienna, AXA Private Equity offers company management commitment to long-term growth by providing access to its international offices. Investors rely on the firm’s regular, comprehensive feedback on performance and portfolio companies.For an article discussing this document and/or more private equity info, please visit: http://www.asiabuyouts.comSource: http://www.axaprivateequity.com/en/Documents/2008%20Annual%20Report%20AXA%20Private%20Equity.pdf

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Page 1: AXA Private Equity 2008 Annual Report
Page 2: AXA Private Equity 2008 Annual Report

AXA Private Equity

With $26 billion of assets managed or advised, AXA Private Equity, an AXA Investment Managers company, is a diversified private equity firm with an international reach covering eight offices in Paris, Frankfurt, London, New York, Singapore, Milan, Zurich and Vienna.

Since 1996, the firm has supported the development and long-term growth of its portfolio companies while generating sustained and stable returns. AXA Private Equity provides investors with funds across the full range of private equity offerings: funds of funds; LBO mid cap and small cap; venture capital; co-investment; infrastructure; and mezzanine.

This document contains information, including details of investment performance, in respect of funds which are closed to new investors. Past performance is not necessarily indicative of future returns on these or other funds. The value of investments may fall as well as rise. Private equity investments are illiquid and there is no guarantee that they can be sold at valuation levels.It shall not be viewed as investment advice, and does not constitute an offer to sell, a solicitation of any offer to buy, or the basis for any contact for the purchase or sale of any investment.Unless otherwise mentioned, figures are as of December 31, 2008 and the exchange rate that applies is ¤1 = US$1.39.

In brief

1

Page 3: AXA Private Equity 2008 Annual Report

Summary

p.4

p.6

p.20

p.42

Foreword of the CEO

AXA Private Equity - the essentials

8 About us

12 Key figures 2008

14 International development

16 Investing responsibly

18 Encouraging talent

2008 Review

22 Funds of funds: one of the best performing teams in the world

26 LBO mid cap: supporting companies over the long-term

30 LBO small cap: facilitating companies growth and transformation

32 Venture capital: stimulating innovation

34 Infrastructure: long-term investments on a promising market

36 Co-investment: selective, high-performance partnerships

40 Mezzanine: a dynamic team backed by the AXA Private

Equity network

Portfolio

44 Funds of funds

46 LBO mid cap

46 LBO small cap

47 Venture capital

48 Infrastructure

49 Co-investment

50 Mezzanine

Glossary

32

Page 4: AXA Private Equity 2008 Annual Report

2008 will long be remembered for the unprecedented deleveraging

crisis in financial markets. While uncertainty prevails, troubled times bring useful

lessons: the current maelstrom we are experiencing will clearly single out the most

cautious management teams, those which will have taken the long-term view in

their work alongside companies.

In this, AXA Private Equity’s first annual report, we will share with you our experience

of last year and our plans for 2009. AXA Private Equity’s extremely disciplined and

independently recognized investment method, our non speculative positions and

total transparency towards our clients have continued to stand us in good stead.

At the heart of our culture lies a commitment to

sustainable partnerships with management teams

and General Partners. Our priority is clear: act

responsibly and cautiously as guardians of our

investors’ capital, developing our portfolios and

companies in the considered manner they have

come to trust.

Diversity in our products, our European culture and

our international reach have served AXA Private

Equity well. The fundamentals of our investments

are sound, and we remain focused on transforming

companies, structurally, strategically and in a

sustainable way. In our secondary funds of funds, we have consistently led the market

thanks to the accuracy of our analyses and active intervention with General Partners.

Infrastructure and mezzanine continue to play an important role in financing econo-

mies by delivering solid and regular performances. In Asia, we work with carefully

selected partners whose approach is compatible with our model.

To prosper further, the private equity industry must embrace ethical principles. The

pursuit of short-term profit of some has tarnished private equity’s reputation

and played havoc with many solid businesses. Private equity must make a lasting

contribution to the economic development and sound capitalization of companies.

In this context, the AXA Private Equity model is well placed. Sticking to our tried and

tested method since 1996, we will continue to face adversity with confidence.

Forewordof the CEO

Dominique Senequier

«Every day wetake the long-term approach for ourprivate equityinvestments.»

4 5

Page 5: AXA Private Equity 2008 Annual Report

76

AXA Private Equity The essentials

PARISFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTFRANKFURTLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONLONDONNEW YORKNEW YORKNEW YORKNEW YORKNEW YORKNEW YORKNEW YORKSINGAPORESINGAPORESINGAPORESINGAPORESINGAPORESINGAPORESINGAPOREMILANMILANMILANMILANMILANZURICHZURICHZURICHZURICHZURICHVIENNAVIENNAVIENNAVIENNAVIENNA

Page 6: AXA Private Equity 2008 Annual Report

98

About us

Global Investments,the European Way

Our Story

Zurich and Viennaoffices open.

235 employees.

Milan office open.

Singapore office open.

Launch of co-investment, mezzanineand Asia funds.

Launch of infrastructure business.

Over 100 employees.

Frankfurt office open.

London and New York offices open.

Start of funds of funds business.

Launch of first venture capital fund.

Launch of LBO business.

Dominique Senequier founds AXA Private Equity.

2008

2007

2005

2004

2001

1999

1998

1997

1996

AXA Private Equity uses the strength of its network

in Europe, Asia and North America to invest and to

manage assets on a global scale. Firmly anchored

in its European origins, the company applies an

investment philosophy based on local presence,

taking account of local characteristics, and adopts

a different approach depending on the location,

the fund and the market environment. AXA Private

Equity has chosen to have a direct presence in each

of the markets it covers, and to recruit its investment

teams locally. These teams support the 150 companies

in the direct portfolio over the long-term and

provide the resources financially and operationally

in particular for international external growth. Within

the funds of funds business, the strength of AXA

Private Equity is largely based on the rigor of

its processes and a detailed analysis of the

companies in the portfolios of the 500 funds in

which it invests. Attention to detail, organization

and cautiousness are our key differentiating

principles, as recognized by the most demanding

international investors.

OFFICES ThrOuGhOuTThE WOrLD: PArIS, LONDON, FrANKFurT, NEW YOrK,SINGAPOrE, MILAN, ZurICh, AND VIENNA

EMPLOYEES

BILLION

OF ASSETS MANAGED

AND/Or ADVISED

COMPANIES IN

DIrECT POrTFOLIO

8150235

$26

40 OF INVESTOrS

BASED OuTSIDE

EurOPE%*Employment organic growth (excluding acquisitions) of companiessince their entry in the venture capital, LBO mid cap and small capportfolios.

FuNDS IN

POrTFOLIO 500

INCrEASE

IN jOBS

+ 2,500 jOBS

CrEATED*+20%

AXA PrIvATE EqUITy - ThE ESSENTIALS 2008 review Portfolio

Page 7: AXA Private Equity 2008 Annual Report

The Executive Board

Christophe Florin,Chief Operating Officerand Managing Director Asia

Christophe Florin joined AXA Private Equity in 1998 and has directed the Asian business since 2005. he is also responsible for the administration and finance, legal and human resources depart-ments. Previously he worked in GAN's unl isted company investments department, in the company “Développement et Partenariat” and at the “Crédit National”.

Christophe Florin holds an MBA

in Finance from Université de Laval,

Quebec and also graduated from

IEP Paris.

Vincent Gombault,Managing DirectorFunds of Funds

Before joining AXA Private Equity in 1998, where he developed and managed the funds of funds busi-ness, vincent Gombault worked in AXA Group’s Industrial holdings department (1991-1998) after a spell as Investment Manager inthe M&A department of Société Générale. he began his career at the French Trade Commission in Detroit (USA). he also lectures at ESSEC.

Vincent Gombault has a master’s

degree in Financial Techniques from

ESSEC and a DESS (post-graduate

professional degree) in Banking and

Finance. He also holds a degree in Law

and a master’s degree in Economics.

Dominique Senequier,Chief Executive Officer

Dominique Senequier joined AXA Group in early 1996 and founded AXA Private Equity. At GAN from 1987 to 1995, she created and developed the subsidiary GAN Participations. Prior to that she was Group Acquisitions Manager at GAN from 1980-1987, and from 1975-1980 worked for the French Insurance Commission.

Dominique Senequier graduated

from Ecole Polytechnique in 1972

and holds a DEA (post-graduate

degree) in Banking and Monetary

Economics from the Sorbonne

University.

She is a member of the French

Actuarial Institute.

Dominique Gaillard,Managing Director Direct Funds

Dominique Gaillard joined AXA Private Equity in 1997, where he manages LBO mid cap, small cap, expansion capital, co-investment and infrastructure activities as well as the development of direct funds activities in Eastern Europe. Previously he spent seven years with Charterhouse France, startingas Project Manager and progres-sing to a Director and member of the Executive Board. he began his career at Péchiney.

Dominique Gaillard graduated from

Ecole Polytechnique in 1979, went

on to the Ecole Nationale des Ponts

et Chaussées and the Institut d'Admi-

nistration des Entreprises, and holds

a Master of Science from UC Berkeley.

Stephan Illenberger,Managing Director Germany

Before launching AXA Private Equity Germany in 2001, Stephan Illenberger was a Managing Part-ner of Doertenbach & Co, an inde-pendent management company for three years. Prior to this, he was head of Corporate Finance Germany at NatWest Markets and CEO of york hannover. From 1987-1992 he was Director of Bayerische vereinsbank in the M&A department. he started his career at McKinsey.

Stephan Illenberger holds an MBA

from the University of Munich and

an MA in Economics from Chicago

University.

«A stable and unitedmanagement team.»

1110

from the left to the right

AXA PrIvATE EqUITy - ThE ESSENTIALS 2008 review Portfolio

About us

Page 8: AXA Private Equity 2008 Annual Report

26

23

14

864.53.12.61.90.80.20.20.1

2007

20062005

20042003

20022001

20001999

19981997

1996

2008

FuNDS rAISED IN 2008

The LBO mid cap fundhas raised its fourthgeneration: AXA LBO Fund IV,with a total of ¤1.6 billion.

The AXA Infrastructure Partners Fund was closed in june, with funds raisedfor infrastructure standingat ¤1.3 billion.

SuSTAINED PErFOrMANCEAMONG ThE BEST ON ThE MArKET(as of September 30, 2008)*

12 YEArS OF SuSTAINEDAND rEGuLAr GrOWTh IN ASSETS uNDEr MANAGEMENTin billion dollars

Funds of fundsAXA Secondary Fund III (vintage 2004) 63.2% net Irr**AXA Early Secondary Fund II (vintage 2004) 21.6% net Irr**

Direct fundsAXA LBO Fund II (vintage 2000) 33.6% net Irr**AXA Expansion Fund I (vintage 2002) 25.3% net Irr**

**Past performance is no guarantee of future performance. valuations may move up or down over time. The above figuresdo not cover the entirety of all funds managed and/or advised by AXA Private Equity. Only the performance of certain majorfunds are presented here.**After management fees and carried interest.

EXITS

BuILD-uPTrANSACTIONS INPOrTFOLIO COMPANIES

BILLION INVESTED IN 2008

NEW INVESTOrS

IN 2008

NEW INVESTMENTS

AND COMMITMENTS

OF DIrECT

TrANSACTIONS

WErE OuTSIDE

FrANCE%

154

55

42$2.5

15

1312

AXA PrIvATE EqUITy - ThE ESSENTIALS 2008 review Portfolio

Key figures 2008

Page 9: AXA Private Equity 2008 Annual Report

54% Europe

39% NorthAmerica

7% Asia-AustrasiaMiddle-East

Worldwide investmentcapacity

Staying closeto investors

The opening of two new offices in 2008 and the

launch of the LBO mid cap business in Italy confirmed

the international expansion strategy that AXA Private

Equity has followed for the past ten years. Backed

by eight offices in Europe, North America and Asia,

AXA Private Equity is ideally placed to seize the best

opportunities in the market and meet its clients'

requirements for geographical diversification.

ZurIChDeveloping new platformsfor growth

The July 2008 opening of the Zurich office provided

the opportunity for consolidating links with the

insurer AXA Winterthur, whose portfolio of private

equity assets is now managed by AXA Private

Equity. The local team has established a secondary

market business for major institutional investors.

VIENNAAccess to the marketsof Eastern Europe

Following the December 2008 opening of the

vienna office, AXA Private Equity is now excellently

positioned to seize the opportunities offered by

Eastern Europe. The team will focus mainly

on LBO mid cap, small cap and expansion

capital opportunities as well as mezzanine,

infrastructure and co-investment.

MILANLaunch of LBO mid capbusiness in Italy

AXA Private Equity is building its teams and starting a

LBO mid cap business for the Italian market. This new

activity will add up to the current LBO small cap,

funds of funds and mezzanine activities which were

set up in 2007.

AXA PrIVATE EquITY

FuNDS hELD BY EACh

INVESTOr ON AVErAGE

EMPLOYEES DEDICATED

TO CLIENT rELATIONS

INVESTOrS

142.6165

INVESTOr MEETINGS

VISITS TO

ThE ON-LINE

DuE DILIGENCE SITE

470730

To support its 165 investors, over 80% of whom are

based outside France and 40% outside Europe,

AXA Private Equity bolstered its organizational

structure in 2008, thereby heightening the firm’s

reactivity and the quality of information provided

for its clients.

The investor relations team is now based on an

international network of six correspondents, who

provide information for AXA Private Equity's inves-

tors in respect of the regions where they operate:

North America, Continental Europe, Switzerland,

United Kingdom, Asia and the Middle East.

Each of the regional correspondents has a direct

interface both with the Client Services team

(consolidated reporting, investment simulations

and investor requests) and with the Products team

(e.g. marketing documents and due diligence).

An international base of loyal investors:

1514 *As of December 31, 2008 - Excluding investments by AXA Group.

Geographical breakdown*

Breakdownby type of investors*

AXA PrIvATE EqUITy - ThE ESSENTIALS 2008 review Portfolio

50% Pension

Funds

14% Insurancecompanies

12% Family Offices/high Net Worth

Individuals

8% Government

Agencies

7% Funds of funds

9% Others

Internationaldevelopment

Page 10: AXA Private Equity 2008 Annual Report

Sharingbest practices

AXA Private Equity engages with other market

players and takes an active part in professional discus-

sions around the industry’s working practices; for

example the firm participated in the working group

on the new AMF (French financial markets authority)

instructions concerning FCPrs (French regulated

funds), and in the AFIC/AFG (French private equity

and management associations) working group

responsible for drafting the new Code of Ethics

for the profession. AXA Private Equity sponsors

initiatives among institutional investors; it is in parti-

cular attached to the spread of practices aimed at

sharing value creation among all employees during

LBO transactions.

Ensuring transparencyand quality in processes

SAS 70 type II Certification*:an effective internal control.

Obtained for the third year running, this internatio-

nally recognized certification is awarded for the

quality of operations and the effectiveness of

internal controls. It guarantees investors that

the funds advised and managed by AXA Private

Equity comply with section 404 Sarbanes-Oxley,

and emphasizes the special attention the company

pays to transparency of information sent to investors.

GIPS standards**:accurate and complete reporting of performance.

In 2004, AXA Private Equity was the first private

equity firm in France to receive this confirmation

of compliance with the GIPS performance presen-

tation standards. Confirming the firm’s determi-

nation to continuously improve its responses to the

needs and concerns of its clients and partners, the

GIPS certification has since been renewed.

In-depth transparent reporting: AXA Private Equity offers its clientspersonalized information, specifically through global reporting.

**SAS 70: “Statement on Auditing Standards No. 70”established by the American Institute of Certified Public Accountants.**GIPS: “Global Investment Performance Standards“.

1716

Sponsoring

Promotingdiversity and encouragingthe integration of young people into professional life

In 2008, AXA Private Equity financed ten study

grants: three foreign students continued their

education at the Ecole Polytechnique, five students

in the International Finance Masters program at the

Université de Cergy Pontoise (France) participated

in an exchange program with the USA and two

German students took part in the ‘house of

Finance’ course at Goethe University in Frankfurt

(Germany).

In addition, AXA Private Equity supports a number

of associations engaged in supporting promising

students from disadvantaged environments. It

is one of the principal sponsors of Frateli, an asso-

ciation created by young professionals graduating

from top French colleges, and of Un Avenir Ensemble,

a network organized in France by influential people

who have received the Légion d’Honneur or l'Ordre

National du Mérite. Some fifteen employees are

personally involved in this program.

ENCOUrAGING ANENTrEPrENEUrIAL SPIrIT

Long-time partner of Tremplin

Entreprises, AXA Private Equity

takes part in the annual event

co-organized by the French Senate

and ESSEC (Ecole Supérieure des

Sciences Economiques et Commer-

ciales) which rewards innovative

entrepreneurs and puts them

in touch with the principal private

equity funds.

rESPECTFOr ThE ENvIrONMENT

AXA Private Equity is committed to spread the best environmental practices:

use of paper produced from forests managed under sustainable development

principles, over 80% of client reporting is now electronic; waste sorting,

and progressive introduction of reversible air conditioning systems, providing

better control of electricity consumption. AXA Private Equity also pays attention

to safeguarding the environment among its portfolio companies.

It systematically carries out environmental due diligences in companies with

industrial operations, and actively supports initiatives aimed at reducing the

ecological impact of their activities.

Mayra de Oliveira radwan of Brasilian nationality andJunzhe Wang of Chinese nationality, both students at EcolePolytechnique, received a grant.

AXA PrIvATE EqUITy - ThE ESSENTIALS 2008 review Portfolio

Investingresponsibly

Page 11: AXA Private Equity 2008 Annual Report

Encouragingtalent

In addition to twice-yearly integration seminars,

AXA Private Equity offers employees tailored trai-

nings and international exchange programs. The aim

is to strengthen the corporate culture, encourage

sharing of best practices and knowledge, and to

foster strong contacts between staff.

A tailored training program

AXA Private Equity offers a series of dedicated

courses for its staff. Designed internally on the

basis of knowledge sharing, these courses are

run directly by the employees and show AXA

Private Equity’s commitment to the development

of its people.

Internal mentorship program

Launched in 2008, this program concerns every

new employee with less than three years' work

experience. Functioning on the basis of volunteer

mentors, the mentorship lasts one year and puts

each new recruit in touch with an experienced

person from another business and/or a different

office. Acting as the newcomer's reference point,

the mentor provides guidance and accompanies the

recruit in their apprenticeship in activities outside

their own team's usual channels. In its first year, 24

people participated.

Stimulatingthe international network:the Short Mobility Program

In order to strengthen cohesion between funds of

funds investment teams, every year the Short Mobility

Program enables some of them to work in another

country for a three-month period. In 2008, five

employees took part. Working closely together,

members naturally develop internal networks, a key

advantage in the market.

young Analyst Graduate Program

A year after they join, young analysts participate

in a nine-month program consisting of three

separate three-month periods of immersion during

which they learn about different departments of

the firm. In 2008, twelve analysts took part in

this program, and were sent to one of the eight

AXA Private Equity offices around the world, sharing

the daily life of a different investment team from

their base.

Trainingour teams

«We share our experienceand train our teamsto the AXA Private Equity culture and rigorousinvestment methods.»Christophe Florin, Chief Operating Officer

EMPLOYEES TOOK AT LEAST ONE EXTErNAL TrAINING COurSE 190

NEW EMPLOYEESrECruITED54

EMPLOYEES BENEFITED FrOM INTErNAL MOBILITY

OF TOTALSALArIES WErE INVESTEDIN TrAINING%

OF EMPLOYEES jOINED ThE COMPANY AFTEr AN INTErNShIP%

2.314EMPLOYEES hAD

INDIVIDuAL INTErVIEWS WITh ThE hr TEAM184

201918

AXA PrIvATE EqUITy - ThE ESSENTIALS 2008 review Portfolio

Page 12: AXA Private Equity 2008 Annual Report

2120

AXA Private Equity2008 Review

Page 13: AXA Private Equity 2008 Annual Report

Funds of funds

One of the best performing teams in the world

AXA Private Equity's funds of funds team has

become a leader in the international market: it is

based on 48 investment professionals who operate

from 8 offices on three continents, in Europe, North

America and Asia. The team manages assets of

over $15 billion invested in more than 500 funds

around the world, representing a portfolio of more

than 7,500 companies.

An industry forerunner, with a funds of funds

business which was established in 1999, AXA

Private Equity is today present in all areas of the

funds of funds business. It manages and advises

primary funds (commitments between 0% and

15%), early secondary funds (commitments

between 15% and 50%) and secondary funds

(commitments over 50%). Purchase of mature

secondary funds is a skill in which AXA Private

Equity is today a world leader in terms of both

volume and performance. The diversity of its

investment funds gives it the flexibility needed to

be able to make offers tailored to the needs and

strategies of the investors concerned.

Past performance is no guarantee of future performance. valuations may move upor down over time. These figures do not cover all funds managed and/or advised by AXA Private Equity. Only the performances of certain major funds are presented here.

**After management fees and carried interest.**ratio of distributed capital to called up capital.

The special relationshipbetween AXA Private Equityand the leading internationalfunds gives it a depthof knowledge and an overviewof the market that are beneficialfor the development of allits activities.

SELECTIvITy TO BOOST PErFOrMANCE

In order to ensure long-term stability of performance

among the best in the market, AXA Private Equity applies

an extremely rigorous investment procedure based on

cautious investment selection and regular in-depth

monitoring of the companies in the portfolio and a strong

focus on owner transactions, with a selection of funds

in which it can exercise the role of principal investor.

This disciplined approach enables it to play a full role

as investor: negotiating and building stable and durable

relations with the fund managers.

VINTAGE NET IRR*NET

MULTIPLE*

CASHON

CASH**

AXA Secondary Fund I1999

39.9% 1.91 x 183.8%

AXA Secondary Fund II2001

25.7% 1.62 x 134.0%

AXA Secondary Fund III2004 63.2% 1.82 x 119.3%

AXA Early Secondary Fund I2003

23.6% 1.54 x 94.2%

AXA Early Secondary Fund II2004

21.6% 1.61 x 76.5%

AXA Early Secondary Fund III2005

11.6% 1.13 x 25.3%

Performance of secondary funds: among the best in the market (as of September 30, 2008)

SE

CO

ND

Ar

yE

Ar

Ly S

EC

ON

DA

ry

YEArSEXPErIENCE IN FuNDS OF FuNDS BuSINESS

FuNDSIN POrTFOLIO

INVESTMENTSIN 2008

INVESTMENTPrOFESSIONALSDEDICATED TOFuNDS OF FuNDS

uNDErLYING COMPANIES

500

1048

7,500

21

2322

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Page 14: AXA Private Equity 2008 Annual Report

Funds of funds

An effectiveinternational network

After ten years of business in the funds of funds

market, AXA Private Equity has built up an effective

international network backed by long-term relation-

ships with the most prestigious private equity

managers on continents where it operates. The

quality of its network strengthens its global

understanding of the market, enabling it to seize

the best investment opportunities and fostering

growth in its other activities, such as co-investment

and mezzanine.

SEATS ON ADVISOrY BOArDS

OF SOME OF ThE WOrLD'S MOST

PrESTIGIOuS FuNDS INCLuDING KKr, CArLYLE, WL rOSS, ONEX, CVC,BC PArTNErS, ChArTErhOuSE, CINVEN ETC.60

2524

General Partners Map

regular and globalmonitoring

AXA Private Equity has developed its own moni-

toring systems that enable it to track the details of

funds in which it invests. The team analyzes and

monitors the majority of the underlying companies

of these funds on a regular basis. Meetings and

telephone conferences with the managers are

systematically held on a quarterly basis, providing

opportunities for the teams to exchange informa-

tion about significant events, value creation strategies

and compare their own assumptions with those

developed by the funds managers.

Beginning this year, the internally developed

database which unites the transaction histories and

market data collected over the past ten years can

be accessed by the 48 investment professionals

in the eight offices worldwide. On the principle of

pooled and shared resources, each member of the

team updates the database directly from internal

documents (e.g. capital calls, distribution notices,

quarterly reports) and external data such as market

studies. The volume of information available and

the strict management of the database give the

funds of funds team a leading position in terms

of knowledge of the private equity market.

In a context in which reactivity and selectivity

are key competitive advantages, AXA Private

Equity's funds of funds team is in a position to take

advantage of the best investment opportunities.

In particular, it is ideally placed to benefit from the

growth in secondary deal flow resulting from the

liquidity crisis in the markets, while maintaining a

prudent approach.

STrENGThS:4

Direct access to 10 yearinvestment historythrough AXA PrivateEquity's internallydeveloped database.

- Strong deal sourcing

- quality and rapidity of due diligence

- Proactive management of portfolio

- Detailed analysis of portfolios and

underlying companies

Main GPs* in America :

- Pan American (KKR, Carlyle, TPG, TH Lee, Onex, etc.)

- Mid Market (Behrman, FFL, Fox Paine, KRG,Oak Hill, Harvest, Brazos, etc.)

* General Partners

Main GPs in Europe :

- Pan European(BC Partners, CVC, Charterhouse, Cinven,PAI, Apax, Triton, etc.)

- Mid Market (Astorg, Bencis, Clessidra,Lyceum, Mid Europa, Pragma, etc.)

Main GPs in Asia and Australasia :

- Pan Asiatic and Australasian (Affinity, Carlyle, CVC, KKR, etc.)

- Mid Market (3i, Actis, CDH, ChrysCapital,CHAMP, etc.)

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Page 15: AXA Private Equity 2008 Annual Report

LBO mid cap

Supporting companiesover the long-term

2726

Focusing on majority holdings in companies in

all sectors valued at between ¤100 million and

¤2 billion, the LBO mid cap team has carried out

40 transactions since its creation more than ten

years ago, and has participated in over 20 external

growth transactions.

The team benefits from a direct presence in three

of the leading LBO markets in continental Europe:

France, Germany and Italy. Its 18 investment

professionals constantly share experience during

their work, based on monthly meetings at which

the entire portfolio is systematically reviewed.

Investments are made for a period of years, during

which AXA Private Equity mobilizes its resources

and its network to boost growth of the companies

concerned according to an external growth strategy

worked out with the management as soon as the

equity investment is agreed. AXA Private Equity's

systematic presence on supervisory boards, interven-

tions by top level experts in the relevant sectors

and the strong involvement of the LBO team

contribute to the positive growth enjoyed by

invested companies.

CONSISTENT INvESTOrCONFIDENCE

In 2008, the fourth generation of LBO mid cap funds

(AXA LBO Fund Iv) was raised, amounting to ¤1.6 billion.

82% of investors in the previous generation subscribed

to this new fund.

SySTEMS FOr SUPPOrTINGCOMPANIES

Both in the growth phase and in difficult times, AXA Private

Equity provides support adapted to the companies in its

portfolio. In 2008, it strengthened its cash management

procedures as follows:

- Monthly control of debt levels

- Accurate tracking of cash-flow positions via six month

- forecasts

- One year forecasts of quarterly bank covenants

The team takes full benefitfrom a local presencein France, Germanyand Italy.

LBO mid captransactions in 2008 Unipex

DATE OF INvESTMENT May 2008

COUNTry France-Canada

SECTOr Active ingredients

and specialty chemicals

2008 SALES ¤161m

NUMBEr OF EMPLOyEES 155

Unipex offers a complete solution including r&D,

production, market authorization and distribution

of active ingredients and chemical products for

the cosmetic, pharmaceutical, chemical and food

industries. With a portfolio of more than 2,000

references and a presence in North America,

Europe and Asia, the company has won its place

among the leaders of this sector. The management

team, supported by AXA Private Equity, is rolling

out a development plan that aims to strengthen

the company's position in the growth market

for health and personal care products. The plan is

based on an organic growth strategy coupled

with targeted acquisitions that will enable new

products to be launched while strengthening the

group's distribution network.

Löwen Play

DATE OF INvESTMENT April 2008

COUNTry Germany

SECTOr Amusement arcade operator

2008 SALES ¤125m

NUMBEr OF EMPLOyEES 1,577

The company is based at Bingen in Germany, and is

the second largest arcade operator in the country.

With nearly 4,000 machines and arcade terminals

and a network of 215 games arcades, Löwen Play is

developing in a market that is now consolidating,

with only 4 companies managing over 100 games

sites and holding 9% market share. AXA Private

Equity supports Löwen Play in its growth strategy

in Germany and Europe, providing its resources,

network and expertise to enable the company to

seize the best development opportunities.

Bénédicta

DATE OF INvESTMENT July 2005

DATE OF EXIT August 2008

COUNTry France

SECTOr Production and distribution

of mayonnaises and specialty sauces

NUMBEr OF EMPLOyEES 235

AXA Private Equity supported Bénédicta’s growth

for three years. During the period, this manufacturer

and distributor of sauces strengthened its market

share through the launch of new products and

the development of its distribution network. It

now has a strong position as the number 2 in the

market for mayonnaises and the French market

leader in specialty sauces. Its sales increased by 30%

between 2005 and 2008. During the period of

AXA Private Equity's support for Bénédicta,

the company has expanded into new product

segments (microwavable sauces and dips) and has

developed its exports to the USA and Belgium.

Photonis

DATE OF INvESTMENT December 2001

DATE OF EXIT July 2008

EXIT

EXIT

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Page 16: AXA Private Equity 2008 Annual Report

FOCUSLBO mid cap

Photonis and AXA Private Equity: 7 years of support to createa leading international group

By 2008, when AXA Private Equity sold its holding

in Photonis after seven years of support, this specialist

in photo-detection had doubled in size since 2001.

The company has become a strong international

group focused on its most buoyant markets (Night

vision and Science & Industry). The group has

successfully diversified and strengthened its base

and now operates from four plants in France, the

Netherlands and the USA and is today a worldwide

leader in optical and electronic components.

AXA Private Equity acquired its equity stake in 2001

as majority shareholder to be an operational

partner with a long-term view of the company's

development. AXA Private Equity has supported

the management team in its value creation strategy,

based on risk reduction (e.g. Euro/Dollar exchange

rate, supply chains, client concentration - in particular

medical) and on globalizing the company's business.

The group has carried out five build-up transactions

that have generated operational synergies in

marketing, development and production, enriched

the product portfolio, raised the segment entry

barriers and the added value of its products, and

positioned Photonis as world leader in its principal

niche markets.

PrOFIT-ShArING

of the capital gainrealized by AXA PrivateEquity on unwindingthe LBO transactionredistributed to allPhotonis employeesas an exceptional bonus.

4%

EXIT july 2008

PErIOD OF SuPPOrT 7 years

GEOGrAPhICAL rEGION Europe and North America

SECTOr Manufacture of optical

and electronic components

2008 SALES ¤130m

NuMBEr OF EMPLOYEES 1,000

December 2001

Photonis equity stake

acquired

February 2005

Acquisition of DEP

(Netherlands)

july2005

Acquisition ofBurle Industries

(USA)

November2006

Acquisition ofAntheryon Optics

(Netherlands)

july2007

Acquisition ofhi-Light Opto Electronics

(Netherlands)

April2008

Acquisitionof Brennel Glass

(UK)

Detectors supplied to CERN (Geneva), the world's largest particle physics laboratory

2928

In February 2009, AXA Private Equity won the Support Prize

for Photonis, awarded by Private Equity Magazine (France).

Page 17: AXA Private Equity 2008 Annual Report

LBO small cap

Facilitating companiesgrowth and transformation

LBO small captransactions in 2008

«We are pleased to havefound in AXA Private Equitya first-class partner witha knowledge of our sector, a solid experience in the companiesdevelopment and a well-rounded international network.» Chris de Wolf, CEO, Sfinc.

AXA Private Equity's LBO small cap business is

primarily concerned with medium-sized companies,

generally with a valuation of under ¤100 million where

a majority holding is taken or under ¤500 million in

the case of a minority holding. These are often family

companies looking for finance in order to continue

their growth, or where it is necessary to increase

share capital. AXA Private Equity supports them

for an average period of five years.

The 11 investment professionals in the team work

closely with the management to provide resources

and expertise in the value creation process. The

special relationships that develop with the com-

pany managers foster a sustainable development

environment. This often requires professional

company procedures such as operational impro-

vements, establishing reporting procedures and

management forecasting systems, creation of

corporate governance structures with a manage-

ment board and a supervisory board etc. In 2008,

AXA Private Equity made three small cap invest-

ments and one exit.

3130

EXIT

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Sfinc

DATE OF INvESTMENT December 2008

COUNTry Belgium

SECTOr Food ingredients

2008 SALES ¤36m

NUMBEr OF EMPLOyEES 74

Sfinc group has enjoyed sharp growth since it

was founded in 2004 producing and distributing

spices, marinades and functional food ingredient

blends for food processing companies. AXA

Private Equity backs Sfinc with its in-depth

knowledge of food industry markets and the

strength of its international network, while also

supporting the group in the roll-out of a growth

strategy combining an external growth targeting

neighboring countries with expansion of the

existing product range.

Altares

DATE OF INvESTMENT July 2008

COUNTry France

SECTOr B2B information provider

2008 SALES ¤54m

NUMBEr OF EMPLOyEES 298

Altares is the leader in the French market for inter-

company information management. In order to

ensure the continued growth of the company, the

management team, supported by AXA Private

Equity, is developing new products and enlarging

its client base. Through this policy to diversify sources

of future growth and the possibility of targeting

selected acquisitions, Altares is strengthening its

positions in complimentary segments of business.

Duplomatic

DATE OF INvESTMENT January 2008

COUNTry Italy

SECTOr Manufacturing of

hydraulic valves

2008 SALES ¤31m

NUMBEr OF EMPLOyEES 124

Duplomatic, an Italian-based company focusing

on hydraulic valves with the active support of AXA

Private Equity, is engaged in the proactive creation

of value in its activities. In 2008, investment in

employee training increased by nearly 70%

compared to 2007, and the company has improved

the environmental quality of its industrial facilities

through the addition of a system of smoke and oil

mist extraction. Activities have been refocused

on the most promising markets. The international

distribution network has been strengthened and

the range of products extended.

Sotralu

DATE OF INvESTMENT July 2005

DATE OF EXIT February 2008

COUNTry France

SECTOr Aluminium window accessories

NUMBEr OF EMPLOyEES 67

During its three years supporting Sotralu, AXA

Private Equity participated in the accelerated growth

of this specialist in the production of aluminium

window accessories. The LBO small cap team contri-

buted to professionalizing the company's operational,

financial and corporate governance policies, in parti-

cular through the establishment of monthly financial

reporting and the introduction of an experienced

supervisory board. Anticipating the planned retirement

of the firm's founder, the team was able to optimize

the transfer by introducing a new CEO in good time.

The investments made gave the company an

important springboard for growth in the years

ahead.

Page 18: AXA Private Equity 2008 Annual Report

Venture capital

Stimulatinginnovation

Venture capitaltransactions in 2008

Since 1998, AXA Private Equity has been developing

its expertise in financing innovative and high poten-

tial growth companies in France, supporting them

with its experience. Driven by a team with over ten

years experience in the market, AXA Private Equity

makes long-term commitments to entrepreneurs,

based on a pragmatic approach and constructive

dialogue. Its expertise in the IT, internet and energy/

cleantech sectors is significant. In 2008, AXA

Private Equity carried out 4 new transactions and

6 reinvestments.

Optical fiber

3332

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Prodware

DATE OF INvESTMENT June 2008

COUNTry France

SECTOr Business software integrator

NUMBEr OF EMPLOyEES 950

Prodware specializes in the production and

hosting of IT solutions for mid-market companies.

The company's development is based on internally

developed specialized solutions and strategic

alliances with key software publishers (e.g.

Microsoft, Sage, etc.). The company is positioned

as the client's sole point of entry with an integrated

offer, providing an invoice stream for annual

maintenance of a global solution.

Batiweb

DATE OF INvESTMENT April 2008

COUNTry France

SECTOr Internet portal dedicated to

construction and home improvement

NUMBEr OF EMPLOyEES 25

With over 450 clients and 1 million visitors per

month, Batiweb.com is the leader in France for

websites dedicated to the world of construction,

housing and decoration. Its search engine provides

access to a complete database with references for

55,000 products and 6,000 industrial producers.

In 2008, Batiweb launched 7 sector sites focusing

on various trades in the decoration and construction

industries. AXA Private Equity supports the

company in its growth strategy for the French

market and its international development.

Consort NT

DATE OF INvESTMENT March 2008

COUNTry France

SECTOr IT services specialized

in business process and outsourcing

NUMBEr OF EMPLOyEES 900

Founded in 1992, Consort NT offers advisory,

systems integration and knowledge management

services for major customers, the services industry,

banking and insurance. Backed by 900 employees

and 2008 sales of nearly ¤60 million, the company

stands out as one of the leading French companies

in selective knowledge management.

U-Like

DATE OF INvESTMENT January 2008

COUNTry France

SECTOr Social cataloging

NUMBEr OF EMPLOyEES 4

U-Like, which recommends cultural attractions

including cinema, music, literature, museums and

art galleries, functions on the basis of shared

contributions and associations by affinities. The

company is developing in the expanding market

for social cataloging and the creation of special

culture and entertainment communities.

Page 19: AXA Private Equity 2008 Annual Report

Infrastructure

Long-term investmentson a promising market

Infrastructuretransactions in 2008

With reduced risk levels, the infrastructure segment

generates stable returns while offering long-term

visibility for investors. The weak correlation with

other asset classes and business cycles makes

the sector a particularly attractive long-term

investment.

Present on the market since 2005, the dedicated

team of ten professionals has invested over ¤600

million, manages and advises on ¤1.5 billion of

assets in various sectors including water, waste,

motorways and energy. The effective strength of

its institutional and financial network, its expert

knowledge of regulated sectors, and its proven

experience in interactive work with public and

private partners give AXA Private Equity an

excellent position in an extremely competitive

market, enabling it to seize on the best investment

opportunities in Europe, the USA and in emerging

markets which are particularly promising for the

years ahead.

Anglian Water: new pipeline in Rutland (UK)

3534

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Alicorne

DATE OF INvESTMENT August 2008

COUNTry France

SECTOr Management

and construction of motorways

Alicorne designs, finances, builds and manages the

operations of France's A88 motorway concession

linking Caen (Normandy) to the motorway network.

AXA Private Equity, working with French con-

tractors, the consultancy firm Egis and the Caisse

des Dépôts et Consignations, provides funding

for operating the existing 15 km section and the

construction of a further section of 30 km. The

development is part of a project to stimulate local

employment and to improve local traffic flows

through the implementation of a policy offering

toll-free sections and price reductions for daily

commuters. The development is part of a program

of regional development and environmental inte-

gration, incorporating proactive measures to preserve

the landscape and limit its impact on natural habitats,

in particular those of the Orne valley.

Anglian Water

DATE OF INvESTMENT June 2008

COUNTry United Kingdom

SECTOr Provider of water

and sewerage services

Anglian Water Group (AWG) is the fourth biggest

water utility in UK, providing services to more

than 6 million customers in Eastern England. AWG

provides water services to 4.2 million customers

and sewerage services to 5.9 million customers.

AWG is the largest regulated water company in

terms of area served. Operating in a regulated

and transparent sector, AWG offers regular and

predictable returns correlated with inflation. AXA

Private Equity provides ongoing support for the

group, which is headed by management with

long-term experience in the UK water industry.

This team has been in place since 2004 and AWG's

operating results have been ranked over the past

years by Ofwat, the UK regulator, as among the

best on the market.

Saur

DATE OF INvESTMENT April 2007

PArTIAL EXIT October 2008

COUNTry France

SECTOr Water and waste

management

Saur Group is one of the three historic leaders

in outsourced management of services for local

authorities in water and waste management in

France, where Saur manages approximately 5,700

water contracts serving 5.5 million consumers in

over 6,700 municipalities. In waste management,

Saur manages over 1,000 contracts in domestic

waste collection, serving over 5 million inhabi-

tants. Saur is also one of the leaders on the French

market for the design/construction of facilities

for water treatment, with 55 facilities under

construction. In 2008, AXA Private Equity and the

Caisse des Dépôts et Consignations signed a sale

contract with the CUBE Infrastructure fund for 3%

and 9% respectively of the share capital of hIME,

Saur group’s holding company. Together with the

other shareholders, which include the industrialist

Joël Séché, AXA Private Equity supports the

group’s growth in France and abroad. In order

to optimize results, Saur has strengthened its

corporate governance, and in May 2008 appointed

Joël Séché as CEO and Olivier Brousse as Managing

Director.

Page 20: AXA Private Equity 2008 Annual Report

Co-investment

Selective, high-performance partnerships

Co-investmenttransactions in 2008

Co-investment, through partnerships between

several investment funds is used in large LBO

transactions, involving companies whose valuation

may reach several hundred million or several billion

euros. As front runner for such transactions in

Europe, AXA Private Equity has carried out 32

co-investment transactions since 2005 and has

invested nearly ¤1 billion in three generations of

funds. Combining reactivity with selectivity, AXA

Private Equity's team of six co-investment profes-

sionals participates in transactions of varied size

and sector throughout the world alongside major

private equity funds.

AXA Private Equity has enjoyed special relationships

for over a decade with the funds thanks to the

company's funds of funds activities. The partnerships

are boosted by AXA Private Equity's added invest-

ment capacity, in-depth market expertise and its

network of contacts throughout the regions in

which it operates.

3736

A billion eurosinvestedin 32 companiesworldwide.

*Breakdown of invested amounts as of December 31, 2008.

Sector diversification*

Geographicaldiversification*

9% Transportation and energy9%

healthcare

9% Construction

36% NorthAmerica

20% Telecom(infrastructure and services)

21% Industry

37% WesternEurope

19% BusinessServices

13% Consumer Goods

& Services 13% Northern

Europe 11% Eastern Europe

3% Asia

A balanced portfolio of companies:

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Guala

DATE OF INvESTMENT September 2008

COUNTry Italy

SECTOr Safety closures and aluminium

screw caps

2008 SALES ¤330m

NUMBEr OF EMPLOyEES 2,300

Guala is a leading company in safety closures for

spirit bottles (60% market share) and aluminium

screw caps for bottles of wine (30% market share).

The company also produces caps in plastic or

aluminium for other drinks and products (e.g. olive

oil etc.). Present in 15 countries around the world,

the group employs nearly 2,300 people. AXA

Private Equity supports Guala's growth strategy

which is based on upgrading its industrial facilities

in areas of strong growth, developing business in

emerging markets (e.g. South America, Eastern

Europe and Asia) and product innovation, in

particular in the field of safety closures.

Bharti Infratel

DATE OF INvESTMENT April 2008

COUNTry India

SECTOr Telecom towers operator

2008 SALES ¤506m

NUMBEr OF EMPLOyEES 450

An Indian network and telecoms infrastructure

operator, Bharti Infratel is a subsidiary of Bharti

Airtel, the leading mobile phone operator in India

with 88 million subscribers. Bharti Infratel is actively

positioned to seize opportunities arising from the

growth in the Indian mobile telephone market: the

number of subscribers is expected to rise from 170

million in 2007 to nearly 640 million in 2013, which

in terms of infrastructure involves quadrupling the

number of sites in the country. With 33% market

share and a particularly solid base in Northern

India, Bharti Infratel's development strategy

involves consolidating its network throughout

some fifteen regions and doubling its sites in five

years. At the end of 2008, Bharti Infratel operated

65,000 transmission towers.

Argenta

DATE OF INvESTMENT March 2008

COUNTry Italy

SECTOr Automatic food and

beverage vending machines operator

2008 SALES ¤171m

NUMBEr OF EMPLOyEES 1,300

The Italian number 1 in automatic distributors of

hot drinks and snacks, Argenta is solidly positioned

in its market with 120,000 machines installed and

65,000 customers. The group targets professionals

in industry, leisure, education and health. Operating

in a dynamic market, the management is currently

implementing a development project through organic

growth and targeted acquisitions with the support

of its shareholders, aimed at consolidating its base

in Italy.

Page 21: AXA Private Equity 2008 Annual Report

FOCUSCo-investment

With the acquisition of Media Broadcast in 2008, AXA Private Equitycontributes to the internationaldevelopment of TDF

AXA Private Equity acquired a holding

in TDF in 2007 in a business context

marked by profound changes in the

European market for audiovisual

and telecom broadcasting. The mana-

gement team, actively supported by

the shareholders, is rolling out an ambitious indus-

trial strategy based on the development of new

digital technologies and the bolstering of the

group's positions in various European markets.

AXA Private Equity is contributing to the group's

European development by providing TDF with access

to its resources and its international network.

The group is now established as the principal

operator of broadcasting networks and shared

infrastructures in Europe.

In 2008, AXA Private Equity supported the

acquisition of Alticom in the Netherlands and

Antenna hungaria in hungary and facilitated

the merger with Media Broadcast in Germany.

AXA Private Equity's solid roots in Germany,

based on its office in Frankfurt and the special

relationships built up over a long period in industrial

and institutional circles, contributed to the success

of these transactions. Today, half of TDF's sales

are generated outside France.

A STrATEGIC COLLABOrATION

The merger with Germany's original operator has enabled

TDF group to develop operating synergies and promising

growth platforms in fields such as satellite redistribution,

mobile Tv, multimedia, dynamic display advertising and

digital films.

TDF’S 2008 SALES

AMOUNTED TO

OF WhICh NEArLy 50% WAS

GENErATED OUTSIDE FrANCE.

¤1.6 BILLION

TDF's presence in Europe

TDF has a solid base in the different European markets.

Spain

Axion

Netherlands

Germany

France Hungary

Poland

Digita

Alticom

Media Broadcast

Antenna Hungaria

Finland

Estonia

DATE OF INVESTMENT january 2007

BuILD-uP TrANSACTIONS SINCE 2007 3

rEGION Europe

SECTOr radio-telecommunications infrastructure

NuMBEr OF EMPLOYEES 5,350

MAIN INVESTOrS AXA Private Equity & Texas Pacific Group

january2007

Equity stake in TDF acquired

May2007

Acquisition of Antenna hungaria (hungary) and Alticom

(Netherlands)

january2008

Acquisition of Media Broadcast

(Germany)

3938

Telecommunication tower

Page 22: AXA Private Equity 2008 Annual Report

Mezzanine

A dynamic teambacked by the AXAPrivate Equity networkMezzanine is a source of financing subordinated to

senior debt, which is used in leveraged buyouts but

also for financing expansion projects, acquisitions

and shareholder reorganizations. In three years,

AXA Private Equity has established one of the

most dynamic teams on the market having

provided financing to 65 companies and invested

in 15 mezzanine funds.

In 2008, the firm provided financing to 18 companies

and invested in 2 funds. The team of 9 investment

professionals, based in Paris, London, Milan and

New york, backed by the resources of AXA Private

Equity’s international network, has over ¤2 billion

of funds under management within a broad region

including Western and Eastern Europe, North

America and Asia.

The team’s expertise in structuring transactions

and long-term strategy, while matching its

interests with those of its equity investors, make

it a reliable long-term partner for companies and

investment funds. The mezzanine team is boosted

by strong synergies with the entire range of AXA

Private Equity’s activities, particularly thanks to

its relationship of trust established by the funds

of funds team with the largest private equity

managers worldwide, which bolster its origination

capacity and enable it to offer financing to the

best companies.

Over ¤2 billionof funds undermanagementin Europe, North America and Asia.

4140

Mezzaninetransactions in 2008DIRECTINVESTMENTS

Socotec

DATE OF INVESTMENT Nov. 2008COUNTRY FranceSECTOR Inspection, audit, and certification for the building and public works2008 ESTIMATED SALES ¤436m

Euromedic

DATE OF INVESTMENT Oct. 2008COUNTRY hungarySECTOR Pan European medical service provider2008 ESTIMATED SALES ¤280m

Biomnis

DATE OF INVESTMENT Oct. 2008COUNTRY FranceSECTOR Specialized medicalpathology laboratory2008 ESTIMATED SALES ¤221m

Talaris

DATE OF INVESTMENT Sept. 2008COUNTRY United KingdomSECTOR Provider of cash automation equipment to financial institutions2008 ESTIMATED SALES ¤301m

Photonis

DATE OF INVESTMENT Sept. 2008COUNTRYOUNTRY Europe and North AmericaSECTOR Photo sensor technology 2008 ESTIMATED SALES ¤130m

The Sun Products Corporation

DATE OF INVESTMENT Sept. 2008COUNTRY United StatesSECTOR Laundry detergentsand personal care products2008 ESTIMATED SALES ¤1,398m

James Hull

DATE OF INVESTMENT August 2008COUNTRY United KingdomSECTOR Chain of dental centers2008 ESTIMATED SALES ¤32m

Booz Allen Hamilton

DATE OF INVESTMENT August 2008COUNTRY United StatesSECTOR Consulting firm specialized in government projects2008 ESTIMATED SALES ¤1 ,947m

Voice Construction

DATE OF INVESTMENT August 2008COUNTRY CanadaSECTOR Civil engineering2008 ESTIMATED SALES ¤117m

WFC

DATE OF INVESTMENT July 2008COUNTRY FranceSECTOR Marketing and sale of freight capacity for cargo and airlines2008 ESTIMATED SALES ¤31m

Stabilus

DATE OF INVESTMENT May 2008COUNTRY GermanySECTOR Gas springs, dampers and actuators for industrial applications 2008 ESTIMATED SALES ¤385m

Wood Mackenzie

DATE OF INVESTMENT May 2008COUNTRY United KingdomSECTOR research and consulting for global energy companies2008 ESTIMATED SALES ¤101m

BTC

DATE OF INVESTMENT April 2008COUNTRY BulgariaSECTOR Telecom operator2008 ESTIMATED SALES ¤567m

MidSouth

DATE OF INVESTMENT April 2008COUNTRY ChinaSECTOR reinforced fiberglass manufacturer2008 ESTIMATED SALES ¤72m

Dreams

DATE OF INVESTMENT March 2008COUNTRY United KingdomSECTOR Chain of bed and mattress stores2008 ESTIMATED SALES ¤204m

CTL Logistics

DATE OF INVESTMENT Feb. 2008COUNTRY PolandSECTOR railway logistics operator 2008 ESTIMATED SALES ¤249m

Elilario

DATE OF INVESTMENT Feb. 2008COUNTRY Italy and SpainSECTOR helicopter operator 2008 ESTIMATED SALES ¤247m

Martek Power

DATE OF INVESTMENT January 2008COUNTRY FranceSECTOR Power supplies, power converters and inverters2008 ESTIMATED SALES ¤70m

FUNDS OF FUNDSINVESTMENTS

Carlyle Mezzanine Partners II

DATE OF INVESTMENT April 2008COUNTRY United States

TCW Crescent Mezzanine V

DATE OF INVESTMENT February 2008COUNTRY United States and Europe

AXA Private Equity - The essentials 2008 rEvIEW Portfolio

Page 23: AXA Private Equity 2008 Annual Report

4342

AXA Private EquityPortfolio

Page 24: AXA Private Equity 2008 Annual Report

45

Primary funds of funds

11

30

3837

20

23

12

28

43

25

1416

*Number of funds as of December 31, 2008.

Breakdown by region*

44% Europe

1% Distressedfunds

6% Others

68% LBO

25% venture capital

48% NorthAmerica

8% Asia, AustrasiaMiddle-East

Breakdown byinvestment strategy*

Number of primary funds of funds commitments by vintage

Secondary and early secondaryfunds of funds

220 4801,040

2,854

ASF I1999

ASF II2001

ASF III2004 ASF IV

2007

4 generations of secondary funds of funds (in million dollars)

Secondary funds of fundsAmounts committed (in million dollars)

and number of transactions as of December 31, 2008

Number of transactions

Amountscommitted

735

494485

120

306298

81776784

Early secondary funds of fundsAmounts committed (in million euros)

and number of transactions as of December 31, 2008

Number of transactions

Amountscommitted

12

10

8

6

4

2

0

300

250

200

150

100

50

0

6

55

44

276

218

107

269

53

3

77

55

9

5

4

7

8

10

9

8

7

6

5

4

3

2

1

0

800

700

600

500

400

300

200

100

0

AXA Private Equity - The essentials 2008 review POrTFOLIO

44

2007

20062005

20042003

20022001

20001999

1998<1998

20082007

2006

2005

20042003

2008

20072006

20052004

20032002

20012000

1999

2008

Page 25: AXA Private Equity 2008 Annual Report

4746

LBO mid cap

LBO small cap

UNIPEX May 08 Active ingredients and specialty chemicals France / Canada 165

LÖWEN PLAy April 08 Amusement arcade operator Germany 125

DIANA INGrEDIENTS June 07 Natural ingredients for pet food, human food,beverages & pharmaceuticals

France 318

CABB January 07 Specialty chemicals Germany 313

GErFLOr November 06 PvC flooring France 426

ELIOKEM October 06 Specialty chemicals France 200

TLD September 06 Airport ground support equipments France 175

SKyrOCK May 06 radio and internet (blogs) France 38

rAIL.ONE April 06 Concrete sleepers Germany 129

AIXAM MEGA February 06 Licence-free vehicles France 123

SPOTLESS GrOUP November 05 Laundry and home-cleaning products France 367

GEALAN December 04 PvC profiles for doors and windows Germany 278

SFINC December 08 Food ingredients Belgium 36

ALTArES July 08 B2B information provider France 54

DUPLOMATIC January 08 Manufacturer of hydraulic valves Italy 31

SyNErLAB June 07 Manufacturer of generic pharmaceutical products France 77

WELCOME rEAL TIME May 07 Promotional marketing software France 16

TrECOBAT February 07 Single-family houses building company France 109

KTP October 06 Manufacturer of plastic containers and palettes Germany 24

ChAMPEAU September 06 Industrial framework for single family houses France 71

PIrIOU July 06 Shipyard France 123

SKyrOCK May 06 radio and internet (blogs) France 38

CrEDIrEC March 06 Claims collection France 29

BBSP July 05 Technical and graphical analysis of financial markets

France 11

LOWENDAL MASAÏ September 04 Social security, tax and operating cost reduction consultancy

France 59

COMPANy INvESTMENT DATE SECTOr COUNTry

2008ESTIMATEDrEvENUES

IN ¤M

COMPANy INvESTMENT DATE SECTOr COUNTry

2008ESTIMATEDrEvENUES

IN ¤M

Venture Capital

TEN October 07 Telecom operator France

OXXIUS July 06 Development and production of diode-pumped solid state lasers France

B3G TELECOM November 05 Private telecom operator specializing in voice over IPfor businesses

France

MODELABS September 04 Made-to-measure mobile telecoms terminals manufacturer France

STrEAMEZZO August 04 Software publisher of interactive rich media for mobile terminals France

TE

LE

CO

MS

AN

D

CO

MP

ON

EN

TS

COMPANy INvESTMENT DATE SECTOr COUNTry

EryTECh PhArMA December 06 Development of oncology cell therapies France

METAGENEX July 06 Prenatal diagnosis France

TXCELL September 04 Cellular therapy for the treatment of inflammatory diseases France

AGENDIA March 04 Molecular diagnosis laboratory Netherlands

CyThErIS September 02 Development of immune modulation drugs France

MUTABILIS July 02 Development of anti-infective drugs France

AUrEUS July 02 Knowledge management platform for life sciences France

LIF

E S

CIE

NC

ES

PrODWArE June 08 Business software integrator France

BATIWEB April 08 Construction and home improvement website France

CONSOrT NT March 08 IT services specialized in business process outsourcing France

U-LIKE January 08 Social cataloging France

PUBLIC IDEES December 07 Affiliation platform France

WELCOME rEAL TIME May 07 Promotional marketing software France

BrAINSONIC December 06 rich media and web Tv content publisher and producer France

ANUMAN October 06 Software publisher – mass market, utility programs France

EBUyCLUB January 06 Internet community cash back site France

PC SOFT July 05 Windev development tools software France

SPArUS SOFTWArE March 05 Mobile device management software France

ArPSON January 05 Financial management software France

PLANISWArE December 02 Project portfolio management software France

SySLOAD SOFTWArE June 02 virtualization server software France

TAGSyS August 01 IT services in radio Frequency Identification United States

AXIALOG January 01 IT services France

INN

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SO

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WA

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Er

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Infrastructure

ALICOrNE August 08 Management and construction of motorways France

ANGLIAN WATEr

GrOUP

June 08 Provider of water and sewerage services United Kingdom

hISI October 07 Construction and management of hospitals Italy

TOZZI WIND FArMS May 07 Wind farming Italy

SAUr April 07 Water and waste management France

SITA

NOrThUMBErLAND

December 06 Waste management United Kingdom

SITA COrNWALL October 06 Waste management United Kingdom

SANEF January 06 Motorways France

COMPANy INvESTMENT DATE SECTOr COUNTry

Co-investment

GUALA CLOSUrES GrOUP September 08 Safety closures and aluminium screw caps Italy 330

BhArTI INFrATEL April 08 Telecom towers operator India 506

ArGENTA March 08 Automatic food & beverage vending machinesoperator

Italy 171

hArrAh'S ENTErTAINMENT January 08 Casino entertainement and hotel operator United States 7,486

KyOBO December 07 Life insurance Korea 6,167

ENErGy FUTUrE hOLDINGS October 07 Electricity generation and distribution United States 7,936

FIrST DATA September 07 Payment processing services provider United States 5,989

SINOPACIFIC September 07 Manufacturer of specialty vessels China 1,011

ALLISON TrANSMISSION August 07 Manufacturer of automatic transmissionsfor commercial vehicles

United States 1,425

ALLIANCE BOOTS July 07 Pharmaceuticals and beauty products retailer and wholesaler

United Kingdom 20,985

ArK hOLDING July 07 Nursing homes operator United States 165

BITÉ March 07 Mobile network operator Lithuania 229

KEOLIS January 07 Passenger transport operator France 3,140

TDF January 07 Broadcasting and transmission services provider France 1,638

FrEESCALE SEMICONDUCTOr November 06 Semiconductor components manufacturer United States 3,614

rENTAL SErvICES COrPOrATION November 06 Equipment rental services supplier United States 1,245

PUUKESKUS Oy November 06 Wood-based building materials distributor Finland 488

COM hEM / UPC SWEDEN September 06 Cable-Tv operator Sweden 369

NXP September 06 Semiconductor components manufacturer Netherlands 3,787

MEDICA August 06 Nursing homes operator France 428

rOOFING SUPPLy GrOUP August 06 roofing materials distributor United States 557

ThE NIELSEN COMPANy August 06 B2B, media measurement and marketing information provider

Netherlands 3,430

DSI April 06 Kidney dialysis clinics operator United States 230

LEvANTINA April 06 Marble and granit distributor Spain 300

ASTEr CITy February 06 Cable-Tv operator Poland 107

FrANS BONhOMME December 05 Plastic pipes & fittings B2B retailer France 870

rEXEL October 05 Electrical parts and supplies B2B distributor France 12,900

ISS August 05 Multi-facilities services provider (cleaning,property services, office support and catering)

Denmark 9,262

Chr hANSEN August 05 Manufacturer of natural ingredientsfor the food industry

Denmark 477

SPIrIT AErOSySTEMS August 05 Commercial aircraft composite structuresmanufacturer

United States 2,628

KWIK-FIT August 05 Fast fit automotive services United Kingdom 1,192

COMPANy INvESTMENT DATE SECTOr COUNTry

2008ESTIMATEDrEvENUES

IN ¤M

AXA Private Equity - The essentials 2008 review POrTFOLIO

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5150

Mezzanine

SOCOTEC November 08 Inspection, audit for building and public works France 436

EUrOMEDIC October 08 Pan-European medical service provider hungary 280

BIOMNIS October 08 Specialized medical pathology laboratory France 221

TALArIS September 08 Provider of cash automation equipment

to financial institutions

United Kingdom 301

PhOTONIS September 08 Photo sensor technology Europe /

North America

130

ThE SUN PrODUCTS

COrPOrATION

September 08 Laundry detergents and personal care products United States 1,398

JAMES hULL August 08 Chain of dental practises United Kingdom 32

BOOZ ALLEN hAMILTON August 08 Consulting firm specialized in government projects United States 1,947

vOICE CONSTrUCTION August 08 Civil engineering Canada 117

WFC July 08 Marketing and sale of freight capacity for cargo

and airlines

France 31

STABILUS May 08 Gas springs, dampers and actuatorsfor industrial applications

Germany 385

WOOD MACKENZIE May 08 Commercial and strategic analysis to companiesoperating in the global energy industry

United Kingdom 101

BTC April 08 Telecom operator Bulgaria 567

MIDSOUTh April 08 reinforced fiberglass plastic manufacturer China 72

DrEAMS March 08 Chain of bed and mattress stores United Kingdom 204

CTL LOGISTICS February 08 railway logistics operator Poland 249

ELILArIO February 08 helicopter operator Italy / Spain 247

MArTEK POWEr January 08 Designer and manufacturer of standard and custom power supplies, converters and inverters

France 70

SIEM FLEXITALLIC November 07 Watertight joints France 87

PrOSODIE November 07 Telecom and IT France 180

MATEBAT November 07 Crane rentals and sales France 63

TrESCAL November 07 Metrological and calibration services France 74

ZODIAC October 07 Manufacturer and distributor of branded

pool equipment

France 567

hEALThCArE AT hOME October 07 home healthcare services United Kingdom 55

SAvEUr September 07 Ingredients and aromatic product

for the food industry

France 60

vIZADA September 07 Satellite telecommunications France / Norway 501

CAMAÏEU August 07 Women's ready-to-wear clothing France 709

ThE CONTAINEr STOrE August 07 retail chain for home and office storage solutions United States 414

CEvA July 07 veterinary pharmaceutical laboratory France 361

DEMECO July 07 Moving company for offices and households France 62

BITÉ June 07 Mobile telephone operator Lithuania 232

STOKOMANI May 07 retail chain of branded discounted products France 104

KEOLIS April 07 Passenger transport operator France 3,140

SGD April 07 Moulded glass packaging France 310

KP1 March 07 Prefabricated concrete elements France 365

PhADIA March 07 Blood analysis systems for diagnosingallergies, asthma

Sweden 291

DIr

EC

T IN

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ST

ME

NT

S M

EZ

ZA

NIN

E

CArLyLE MEZZANINE PArTNErS II April 08 United States

TCW CrESCENT MEZZANINE v February 08 United States /Europe

DArBy ASIA October 07 Asia

CLSA MEZZASIA October 07 Asia

ACCESSION MEZZANINE CAPITAL II October 07 Eastern andCentral Europe

DArBy CONvErGING EUrOPE July 07 Eastern andCentral Europe

CAPZANINE II July 07 France

BIA DIGITAL PArTNErS July 07 United States

DLJ III July 07 United States

MEZZANOvE CAPITAL April 07 Italy

GSC II May 06 Europe

hUTTON COLLINS II February 06 United Kingdom

EUrOMEZZANINE v February 06 Europe

M CAP FINANCE January 06 Europe

CAPZANINE June 05 France

COMPANy INvESTMENT DATE SECTOr COUNTry

2008ESTIMATEDrEvENUES

IN ¤M

FUNDS INvESTMENT DATE COUNTry

ALIPLAST March 07 Aluminium profiles for windows, verandasand doors

Belgium 286

CABB February 07 Specialty chemicals Germany 313

EvErIS February 07 Consulting firm in information systems Spain 385

LAMPE BErGEr January 07 Indoor perfumes France 55

ZIGGO November 06 Cable operator Netherlands 1,239

UNIThEr November 06 Pharmaceutical and cosmetics industry France 82

STACI October 06 Logistics for non strategic purchasing France 105

LIMONI September 06 retailer of perfumes and beauty products Italy 351

rAIL.ONE June 06 Concrete sleepers and system provider for railways Germany 129

SKyrOCK May 06 radio and internet (blogs) France 38

rLD April 06 Cleaning and rental of flat linen and working apparel

France 140

CrEDIrEC April 06 Claims collection France 29

SOGETrEL January 06 Engineering of voice/data/image networks France 203

AIXAM January 06 Licence-free vehicles France 123

NEUMAyEr TEKFOr December 05 Sub-contractor in the motor industry Germany 590

ABrISUD November 05 Manufacture of swimming pool covers France 44

SIA July 05 Interior decoration articles France 109

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NT

S M

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ZA

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COMPANy INvESTMENT DATE SECTOr COUNTry

2008ESTIMATEDrEvENUES

IN ¤M

Page 28: AXA Private Equity 2008 Annual Report

52

This publication has been prepared by the AXA Private Equity Communications Department

Editorial: STrATEGIES&IMAGE

Graphics: rESEArCh STUDIOS PArIS

Printed on PEFC certified paper, from sustainable forests by printer Bis'Art – March 2009

ILLUSTrATION:Daniel Dufour p.14PhOTOGrAPhIES:©richard Cogne p.4, p.10, p.17©COrBIS p.31, p.33, p.35, p.39©GETTy p.32, p.33,p.35

Page 29: AXA Private Equity 2008 Annual Report
Page 30: AXA Private Equity 2008 Annual Report