Financial Statements of Axel Springer SE. for the period ending December 31, 2018

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1 18 Financial Statements of for the period ending December 31, 2018

2 Content 3 Balance Sheet 4 Income Statement 5 Notes to the Financial Statements 5 General information 5 Accounting policies 7 Notes to the balance sheet 13 Notes to the income statement 15 Other disclosures 24 Responsibility Statement 25 Independent Auditor s Report The combined management report of and Axel Springer Group is published in the Axel Springer Group s 2018 annual report. 2

3 Balance Sheet Balance Sheet millions Note 12/31/ /31/2017 Fixed assets (1) 5, ,797.3 Current assets Prepaid expenses ASSETS 6, ,077.6 millions Note 12/31/ /31/2017 Equity (4) 2, ,632.7 Provisions (5) Liabilities (6) 3, ,086.7 Deferred income EQUITY AND LIABILITIES 6, ,

4 Income Statement Income Statement millions Note Net income Distributable profit

5 General information is a European exchange-listed stock corporation (Societas Europaea) with its head office in Berlin, Germany. The company is registered with the commercial register of Berlin-Charlottenburg Local Court under the number HRB B. Systematic depreciation and amortization was based on the following typical useful lives: in years Useful life The annual financial statements were prepared in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, HGB ) and the German Stock Corporation Act (Aktiengesetz, AktG ) in conjunction with Article 61 of Council Regulation (EC) No 2157/2001. The balance sheet and income statement correspond to the classification requirements of the HGB; the income statement was prepared using the total cost (nature of expense) method. The annual financial statements were prepared in euros ( ); all amounts are reported in millions unless otherwise indicated. Totals and percentages were calculated based on the non-rounded euro amounts and may differ from a calculation based on the reported amounts in millions of euros. To improve clarity and legibility, individual line items were aggregated in the balance sheet and income statement and then presented separately in the notes to the annual financial statements. The annual financial statements and the combined management report of the Company and Axel Springer Group will be published in the Federal Gazette. Accounting policies Fixed assets Intangible assets and tangible fixed assets that have been purchased are recognized at cost. Finite-lived assets are depreciated systematically using the straight-line method over the expected useful life. Additional writedowns to the lower fair value on the balance sheet date are charged if the impairment is expected to be permanent. Non-current financial assets are recognized at acquisition cost or at the lower fair value on the balance sheet date if impairments are expected to be permanent. Since the financial year 2018 write-ups of non-current financial assets are presented under income from non-current financial assets. Previously they were recognized under other operating income and expenses. The prior year s figure has been adjusted by 1.1 million accordingly. Current assets Raw materials and supplies as well as merchandise are measured at acquisition cost or the lower fair value on the balance sheet date. Inventory risks associated with the storage period or reduced utility are accounted for through appropriate allowances. Receivables and other assets are recognized at nominal value or acquisition cost or the lower fair value on the balance sheet date. Individual risks are accounted for through adequate allowances. Cash and cash equivalents include cash on hand, cash in banks as well as checks and are recognized at nominal value or the lower fair value on the balance sheet date. 5

6 Provisions and liabilities Provisions for pensions and similar obligations ( pension provisions ) are measured on the basis of actuarial calculations according to the projected unit credit method and reflect future compensation and pension adjustments. Discounting is based on the average market interest rate of the past ten financial years on the basis of an assumed remaining maturity of 15 years. In order to secure and fulfill pension obligations of Axel Springer SE a so-called Contractual Trust Arrangement exists. The legally independent registered association, Axel Springer Pensionstreuhand e.v., Berlin, is responsible for the management in trust of assets that serve only to fulfill pension obligations and are protected from access by all other creditors (plan assets). The plan assets are measured at fair value and netted with the pension provisions. Provisions for taxes and other provisions are recognized based on prudent business judgment for contingent liabilities and expected losses from executory contracts in the necessary settlement amount, taking into account expected price and cost increases. Provisions with a remaining term of more than one year are discounted at the matching average market interest rate of the past seven financial years. Net interest income only includes interest from the compounding of provisions attributable to the financial year. Income and expenses from plan assets are combined with the interest cost of pension provisions. Income and expenses resulting from changes in the actuarial interest rate are recognized under other operating income and personnel expenses respectively. Liabilities are recognized at the settlement amount. Taxes Deferred taxes Deferred taxes are calculated for temporary differences between the tax bases of assets and liabilities and the carrying amounts of those assets and liabilities in the separate financial statements as well as for interest and losses carried forward. Dependent enterprises in the fiscal unit for income tax purposes and partnerships in which is invested are also included in the calculation. Deferred tax assets and liabilities are netted; any resulting net deferred tax assets are not recognized. Other taxes Expenses for other taxes have been reported under other operating expenses and are listed separately in the notes. Currency translation As a rule, receivables and other assets, cash and cash equivalents, and liabilities denominated in foreign currency are translated at the mean spot exchange rate prevailing on the balance sheet date. 6

7 Notes to the balance sheet (1) Fixes assets Intangible assets millions Rights and licenses Advanced payments Intangible assets Acquisition or production cost 12/31/ Accumulated amortization and impairments 12/31/ Carrying amounts 12/31/ Impairments of intangible assets in the amount of 0.8 million (PY: 1.3 million) were recognized in the reporting period. 7

8 Property, plant and equipment millions Land and buildings Technical equipment and machinery Other equipment, operational and office equipment Advanced payments and construction in progress Property, plant and equipment Acquisition or production cost 12/31/ Accumulated depreciation and impairments 12/31/ Carrying amounts 12/31/ In the prior year impairments of property, plant and equipment in the amount of 0.8 million were recognized. Disposals of the financial year particularly related to the transfer of the Axel Springer high-rise (main building) in Berlin into plan assets at the beginning of 2018 (see note (5) and note (8)), advanced payments and construction in progress related to the construction of the new Axel Springer building in Berlin. 8

9 Non-current financial assets millions Shares in affiliated companies Loans to affiliated companies Other investments Loans to other investments Other loans Non-current financial assets 12/31/2018 5, ,123.4 Accumulated impairments 12/31/ Carrying amounts 12/31/2018 5, ,781.2 Impairments of non-current financial assets in the amount of million (PY: 37.2 million) were recognized in the reporting period. The additions largely related to additional contributions to affiliated companies' additional paid-in capital and loans to affiliated companies in order to finance company acquisitions. Further, additions and disposals related to intra-group restructuring. (2) Inventories (3) Receivables and other assets millions 12/31/ /31/2017 millions 12/31/ /31/2017 Inventories Receivables and other assets Receivables from affiliated companies mainly included financial receivables from Group-wide cash management. 9

10 (4) Equity Subscribed capital The fully paid-in capital stock of million comprises 107,895,311 registered no-par-value shares, each with a notional value of 1.00 per share. Shares can only be transferred with the Company's consent. Authorized capital The Executive Board is authorized, pursuant to Section 5 (4) of the Articles of Association and based on the resolution of the annual shareholders meeting of April 18, 2018, to increase the capital stock by April 17, 2023, subject to the approval of the Supervisory Board, by issuing new registered no-par value shares against contributions in cash and/or in kind (including mixed contributions in kind) on one or more occasions by a total of up to 10.5 million (authorized capital). In principle, the shareholders must be granted a subscription right. However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the subscription right of the shareholders in certain cases. The authorization granted by the annual shareholders meeting on April 14, 2015, to increase the share capital and to exclude subscription rights in Section 5 (4) of the Articles of Association of the company was cancelled with the new authorized capital taking effect. Additional paid-in capital As at the balance sheet date, the additional paid-in capital remained unchanged at million. Retained earnings Retained earnings developed as follows: millions Statutory reserve Other retained earnings Retained earnings Balance at 12/31/ , ,658.8 As of December 31, 2018, retained earnings of 44.8 million (PY: 41.2 million) were subject to a profit distribution restriction. The restriction amount resulted from the fair value measurements of plan assets in the amount of 5.8 million (PY: 5.8 million and from the measurement of the settlement amount of pension obligations in the amount of 25.1 million (PY: 22.7 million), see Note (5). Additionally, deferred tax liabilities recognized to these effects led to a calculative surplus of deferred tax assets, which raised the restricted retained earnings in the amount of 13.9 million (PY: 12.8 million). (5) Provisions millions 12/31/ /31/2017 Provisions Pension provisions Pension provisions were determined as follows: millions 12/31/ /31/2017 Pension provisions Pension provisions were recognized to account for obligations arising from vested pension rights and current benefits of former and active employees of Axel Springer SE and their surviving dependents, based on individual contracts, labor management agreements, and contributions made to company pension plans by way of salary conversion. The settlement amount of the pension obligations was determined based on an actuarial interest rate of 3.2 % (PY: 3.7 %) p.a. as well as a pension and qualifying trend of 1.6 % (PY: 1.5 %) p.a. The life expectancy was taken from Dr. Klaus Heubeck's Mortality Tables 2018 G (PY: Mortality Tables 2005 G). 10

11 The settlement amount of pension obligations using an interest rate based on the average market interest rate of the past seven financial years (2.3 %; PY: 2.8 %) amounted to million (PY: million). The difference of 36.5 million (PY: 32.9 million) compared to the amount actually recognized ( million; million) was subject to a profit distribution restriction, taking deferred taxes into account (see Note (4)). Plan assets comprised the following: German Capital Investment Code (investment assets), which particularly invests in securities, money market instruments, and derivatives. The recognized market value of the investment assets corresponded to their share value. Cash and cash equivalents were recognized at the nominal amount. Insurance claims consisted of pledged reinsurance policies which were recognized at the asset value. The following acquisition costs were incurred for plan assets: millions 12/31/ /31/2017 millions 12/31/ /31/2017 Fair value of plan assets Acquisition cost of plan assets Land and buildings included the Axel Springer high-rise (main building) in Berlin, which was transferred into plan assets in the financial year (see note (8)). At the reporting date the fair value amounted to million and was calculated by an expert based on a discounted cashflow method using a discount rate of 4.5 % and a capitalization interest rate of 3.7 %. Non-current securities exclusively comprised shares in a special alternative investment fund (AIF) as defined in the Other provisions Other provisions included, in particular, provisions for performance-dependent compensation and share-based payment plans ( 46.5 million; PY: 74.1 million), structural measures ( 15.6 million; PY: 18.0 million), commitments based on partial retirement agreements ( 11.9 million; PY: 12.3 million) and outstanding supplier invoices (( 17.9 million; PY: 20.4 million). 11

12 (6) Liabilities Remaining term Remaining term millions 12/31/2018 up to 1 year longer than 1 year, up to 5 years longer than 5 years 12/31/2017 up to 1 year longer than 1 year, up to 5 years longer than 5 years Liabilities 3, , , , Liabilities to affiliated companies included mainly financial liabilities arising from Group-wide cash management. Other liabilities included tax liabilities of 16.8 million (PY: 7.2 million). (7) Contingent liabilities As of the balance sheet date, the following contingent liabilities existed: millions 12/31/ /31/2017 Contingent liabilities The claims from the cited contingent liabilities are not expected to be asserted based on the beneficiaries' previous payment practices and taking into account the knowledge acquired leading up to the preparation date. (8) Transactions not included on the balance sheet At the beginning of January 2018, the Axel Springer high-rise (main building) in Berlin was transferred in trust with a remaining carrying amount of 7.7 million to the Axel Springer Pensionstreuhand e.v., Berlin ( association ), for recognition as plan assets. The plan assets, measured at fair value, amounted to million, thus the profit before tax resulting from the transfer amounted to million (see note (12)). The association paid an amount of 15.6 million in return. Therefore, plan assets increased by the amount of million. For the continued use of the building a lease contract over a period of 30 years was concluded between Axel Springer SE and the association. In the reporting year lease expenses amounted to 5.9 million. Lease payments will be adjusted in accordance with the consumer price index every two years. Based on the circumstances at the reporting date, the estimated lease expenses over the contractual term will amount to million. At the end of financial year 2017 the Axel-Springer-Passage in Berlin was sold at a purchase price of million. Taking into account the remaining carrying amount at the disposal date ( 48.2 million) the profit before tax resulting from the disposal amounted to million. A lease contract was concluded with the purchaser of the property. Started on January 1, 2018, this contract includes the lease back of the complete Axel- Springer-Passage for a period of three years and a lease back of sub-areas for further periods of five and seven 12

13 years. In the reporting year, lease expenses amounted to 10.9 million. Lease payments will partly be adjusted in accordance with the consumer price index every two years. Based on the circumstances at the reporting date, estimated lease expenses over the contractual term will amount to 41.1 million. (9) Other financial commitments Other financial commitments as of the reporting date amounted to million (PY: million), thereof 33.6 million (PY: 0.0 million) to affiliated companies. This resulted predominantly from the construction of the new building at the Berlin location. (10) Deferred taxes Deferred taxes were calculated based on a combined income tax rate of 31.0 %, remaining unchanged from last year. As in the previous year, the calculation of taxes as of December 31, 2018, resulted in net deferred tax assets. This was mainly the result of the lower measurement of pension obligations for tax purposes. 6.6 million), from receivables written down in previous years ( 14.9 million; PY: 9.3 million) was recognized under other operating income. In the previous year, additional income from compensation payments amounting to 7.2 million was included. In the financial year s income from the disposal of fixed assets an amount of million (PY: million) was exceptional and resulted from the transfer of the Axel Springer high-rise (main-building) in Berlin, in the previous year from the sale of the Axel-Springer-Passage in Berlin. Currency translation in the reporting period resulted in gains of 1.9 million (PY: 1.1 million) and losses of 3.0 million (PY: 0.9 million). Other operating expenses contained expenses from other taxes in the amount of 3.2 million (PY: 3.9 million). (13) Purchased goods and services millions Notes to the income statement (11) Revenues Purchased goods and services millions ) (14) Personnel expenses millions Revenues ) Prior-year figures adjusted according to restructuring of revenues. Revenues were realized almost entirely in Germany. Personnel expenses (12) Other operating income and expenses Income unrelated to the accounting period from the disposal of fixed assets ( million; PY: million), from the reversal of provisions ( 16.1 million; PY: 13

14 The average number of employees during the year was as follows: (16) Net interest income millions Total employees 1,341 1,427 (15) Income from non-current financial assets Net interest income millions Profit and loss transfer Interest expenses from the compounding of pension provisions ( 4.6 million; PY: 8.6 million) included income from plan assets in the amount of 6.0 million (PY: 2.4 million). (17) Income taxes In the previous year income taxes included expenses from the reversal of a tax reserve in the amount of 33.4 million. Net income from non-current financial assets

15 Other disclosures (18) Supervisory Board Dr. Giuseppe Vita Chairman of the Supervisory Board of Seats on comparable boards in Germany and abroad: UniCredit S.p.A., Italy (Chairman of the Board of Directors, until April 2018) Dr. h. c. Friede Springer Vice Chairwoman of the Supervisory Board of William E. Ford (until April 2018) CEO General Atlantic Seats on comparable boards in Germany and abroad: Authentic Brands Group L.L.C., USA (Board of Directors, until April 2018) Black Rock Inc., USA (Board of Directors, since March 2018) IHS Markit Ltd., United Kingdom (Board of Directors) Oak Hill Advisors, L.P., USA (Partnership Committee, until February 2018) TBG AG, Switzerland (Board of Directors, until April 2018) Tory Burch LLC, USA (Board of Directors) Oliver Heine Attorney at law and partner in the law firm Heine & Partner Seats on comparable boards in Germany and abroad: YooApplications AG, Switzerland (Board of Directors, until October 2018) Dr. Alexander Karp (since April 2018) CEO Palantir Technologies Inc. Seats on comparable boards in Germany and abroad: The Economist Newspaper Limited, United Kingdom (Board of Directors) Rudolf Knepper (until April 2018) Entrepreneur Iris Knobloch (since April 2018) Président Warner Bros. Entertainment France S.A.S. Seats on comparable boards in Germany and abroad: Accor S.A., France (Vice Chairwoman of the Board of Directors and Senior Independent Director) Central European Media Enterprises Ltd., Bermuda (Board of Directors, until March 2018) Lazard Ltd., Bermuda (Board of Directors, since April 2018) Lothar Lanz Member of various Supervisory Boards Seats on other mandatory supervisory boards in Germany: Bauwert AG (Vice Chairman) Dermapharm Holding SE Home 24 AG (Chairman) TAG Immobilien AG (Vice Chairman) Zalando SE (Chairman) Seats on comparable boards in Germany and abroad: Kinnevik AB, Sweden (Board of Directors, until May 2018) Dr. Nicola Leibinger-Kammüller President and Chairwoman of the Managing Board of TRUMPF GmbH + Co. KG Seats on other mandatory supervisory boards in Germany: Siemens AG Voith GmbH & Co. KGaA (until March 2018) Seats on comparable boards in Germany and abroad: Berthold Leibinger Beteiligungen GmbH, Germany (Board of Directors) TRUMPF Schweiz AG, Switzerland (Chairwoman of the Board of Directors) Prof. Dr.-Ing. Wolfgang Reitzle Entrepreneur Seats on other mandatory supervisory boards in Germany: Continental AG (Chairman) Linde AG (Chairman) Medical Park AG (Chairman) Willy Bogner GmbH & Co. KGaA (Chairman, since January 2018) Seats on comparable boards in Germany and abroad: Ivoclar Vivadent AG, Liechtenstein (Board of Directors) Linde plc, United Kingdom (Chairman of the Board of Directors, since October 2018) Martin Varsavsky Entrepreneur 15

16 (19) Executive Board Dr. Mathias Döpfner Chairman and Chief Executive Officer, Journalist Seats on comparable boards in Germany and abroad: Axel Springer Schweiz AG, Switzerland (Chairman of the Board of Directors) emarketer Inc., USA (Chairman of the Board of Directors) Insider Inc., USA (Chairman of the Board of Directors) Netflix Inc., USA (Board of Directors, since September 2018) Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors) Time Warner Inc., USA (Board of Directors, until June 2018) Vodafone Group Plc., United Kingdom (Board of Directors, until July 2018) Warner Music Group Corp., USA (Board of Directors) Jan Bayer President News Media International (until December 31, 2018 President News Media), Media scholar Seats on comparable boards in Germany and abroad: emarketer Inc., USA (Board of Directors) Insider Inc., USA (Board of Directors) Media Impact GmbH & Co. KG, Germany (Chairman of the Advisory Board) ONET S.A., Poland (Supervisory Board) Ringier Axel Springer Media AG, Switzerland (Vice chairman of the Board of Directors) Ringier Axel Springer Schweiz AG, Switzerland (Chairman of the Board of Directors) Visoon Video Impact Management GmbH, Germany (Supervisory Board, since January 2019) Dr. Stephanie Caspar President News Media National & Technology (From March 1, 2018 until December 31, 2018 President Technology and Data), Master s Degree in Business Administration Seats on comparable boards in Germany and abroad: Media Impact GmbH & Co. KG, Germany (Supervisory Board) Visoon Video Impact Management GmbH, Germany (Supervisory Board, until December 2018) Julian Deutz Chief Financial Officer, Master s Degree in Business Administration Seats on mandatory supervisory boards in Germany: AWIN AG Seats on comparable boards in Germany and abroad: Axel Springer Beteiligungen Schweiz AG, Switzerland (Board of Directors) Axel Springer Digital Classifieds France SAS, France (Supervisory Board) Axel Springer International AG, Switzerland (Chairman of the Board of Directors) Axel Springer Schweiz AG, Switzerland (Board of Directors) CompuTel Telefonservice AG, Switzerland (Chairman of the Board of Directors) Do an TV Holding A.S., Turkey (Supervisory Board, until May 2018) Jean Frey AG, Switzerland (Chairman of the Board of Directors) Ringier Axel Springer Media AG, Switzerland (Board of Directors) SeLoger.com SAS, France (Supervisory Board) StepStone GmbH, Germany (Supervisory Board) Dr. Andreas Wiele President Classifieds Media (until March 1, 2018 President Classifieds und Marketing Media), Lawyer Seats on mandatory supervisory boards in Germany: AWIN AG (Chairman) Immowelt AG (Chairman) Immowelt Holding AG (Chairman) Seats on comparable boards in Germany and Holding B.V., Netherlands (Chairman of the Board of Directors) Aufeminin S.A., France (Board of Directors, until April 2018) Axel Springer Digital Classifieds France SAS, France (Chairman of the Supervisory Board) Car & Boat Media SAS, France (Chairman of the Supervisory Board) Coral-Tell Ltd., Israel (Chairman of the Board of Directors) Elvaston Capital Management GmbH, Germany (Advisory Board) Homeday GmbH, Germany (Supervisory Board, since December 2018) Immoweb SA, Belgium (Chairman of the Board of Directors) Insider Inc., USA (Board of Directors) Magnolia International AG, Switzerland (Chairman of the Board of Directors) meinestadt.de GmbH, Germany (Chairman of the Supervisory Board, until February 2018) Project A Ventures GmbH & Co. KG, Germany (Advisory Board, since March 2018) Purplebricks Group plc, United Kingdom (Board of Directors, since April 2018) SeLoger.com SAS, France (Chairman of the Supervisory Board) StepStone GmbH, Germany (Chairman of the Supervisory Board) 16

17 (20) Compensation of the Supervisory Board and the Executive Board The remuneration of the members of the Supervisory Board in the reporting period amounted to 3.0 million (PY: 3.0 million). The remuneration of the members of the Executive Board of amounted to 21.4 million plus a long-term stock-based compensation component of 1.0 million (PY: 19.7 million, without the award). In the financial year 225,000 stock appreciation rights were issued to the member of the Executive Board, who does not participate in the Long-Term Incentive Plan granted in The stock appreciation rights bound by various conditions have a term of six years and can be exercised first in four years. The fair value of the stock appreciation rights at the grant date was determined using a Black- Scholes model to be 1.0 million. In the previous year, the members of the Executive Board were granted additionally a bonus of 12.0 million by the Supervisory Board as part of a voluntary onetime special payment made by global growth investor General Atlantic to Axel Springer in recognition of the outstanding success of the joint investment in the online classifieds business which did not result in expense for the comp-any. In the previous year, the Executive Board thus received 31.7 million, including the award. The remuneration of former members of the Executive Board and their surviving dependents in the reporting period amounted to 2.5 million (PY: 2.5 million); provisions in the amount of 27.0 million (PY: 26.3 million) were recognized for pension obligations. (21) List of investments Significant investments as of December 31, 2018 are listed below. No. Company Holding B.V., Rotterdam, Netherlands Shareholding in % Via No. Equity million 1) Net income million 1) AanZee VillaXL B.V., Bergen, Netherlands AC3 SAS, Guipavas, France ) 4 Admiral Strand Feriehuse ApS, Nørre Nebel, Denmark affilinet Limited, London, United Kingdom Airbnb, Inc., San Francisco, USA ) 7 ANTENNE BAYERN GmbH & Co. KG, Ismaning ) 8 APM Print d.o.o., Belgrade, Serbia AS TV-Produktions- und Vertriebsges. mbh, Hamburg AS TYFP Media GmbH & Co. KG, Berlin AS-NYOMDA Kft, Kecskemét, Hungary Autobazar.EU portál s.r.o., Nové Mesto nad Váhom, Slovakia AWIN AG, Berlin AWIN Inc., Wilmington, USA AWIN Ltd., London, United Kingdom No. Company Shareholding in % Via No. Equity million 1) Net income million 1) 16 AWIN SAS, Paris, France AWIN VEICULAÇÃO DE PUBLICIDADE NA INTERNET LTDA., São Paulo, Brazil ) Axel Springer All Media GmbH, Berlin ) 19 Axel Springer Asia GmbH, Hamburg Axel Springer Audio GmbH, Berlin ) 21 Axel Springer Auto-Verlag GmbH, Hamburg ) Axel Springer Beteiligungen Schweiz AG, Zurich, Switzerland Axel Springer Digital Classifieds France SAS, Paris, France Axel Springer Digital Classifieds GmbH, Berlin Axel Springer Digital Classifieds Holding GmbH, Berlin , ) , ) 26 Axel Springer Digital GmbH, Berlin , ) 27 Axel Springer Digital Ventures GmbH, Berlin ) 28 Axel Springer Digital Ventures US GmbH, Berlin

18 No. Company Axel Springer Digital Ventures US II GmbH, Berlin Axel Springer Druckhaus Spandau GmbH & Co. KG, Berlin Shareholding in % Via No. Equity million 1) Net income million 1) Axel Springer España S.A., Madrid, Spain Axel Springer France S.A.S., Paris, France Axel Springer Ideas Engineering GmbH, Berlin ) 34 Axel Springer ideas Ventures GmbH, Berlin ) 35 Axel Springer International GmbH, Berlin , ) Axel Springer International Holding GmbH, Berlin Axel Springer International Limited, London, United Kingdom Axel Springer Kundenservice GmbH, Hamburg Axel Springer Mediahouse Berlin GmbH, Berlin , ) ) ) 40 Axel Springer Norway AS, Oslo, Norway Axel Springer Offsetdruckerei Ahrensburg GmbH & Co. KG, Ahrensburg Axel Springer Offsetdruckerei Kettwig GmbH & Co. KG, Essen Axel Springer Plug and Play Accelerator GmbH, Berlin Axel Springer Schweiz AG, Zurich, Switzerland Axel Springer Services & Immobilien GmbH, Berlin Axel Springer Sport Verlag GmbH, Hamburg ) ) 47 Axel Springer Syndication GmbH, Berlin ) Axel Springer TV Productions GmbH, Hamburg "Axel Springer Verlag" Beteiligungsgesellschaft mbh, Berlin ) ) 50 B.Z. Ullstein GmbH, Berlin ) 51 Belles Demeures S.A.S., Paris, France Belvilla Nederland B.V., Den Haag, Netherlands Belvilla Services B.V., Eindhoven, Netherlands Bilanz Deutschland Wirtschaftsmagazin GmbH, Hamburg ) 55 BILD GmbH, Berlin ) 56 Blikk Kft., Budapest, Hungary Bonial Holding GmbH, Berlin Bonial International GmbH, Berlin ) 59 Bonial SAS, Paris, France Bonial Ventures GmbH, Berlin Car&Boat Media SAS, Paris, France Car&Boat Media SAS, Paris, France CaribbeanJobs Ltd, George Town, Cayman Islands Commerz-Film GmbH, Berlin comparado GmbH, Lüneburg COMPUTER BILD Digital GmbH, Hamburg ) No. Company 66 Concept Multimédia SAS, Aix-en-Provence, France Shareholding in % Via No. Equity million 1) Net income million 1) Coral-Tell Ltd., Tel Aviv, Israel CV Keskus OÜ, Tallinn, Estonia DanCenter A/S, Copenhagen, Denmark Dreizehnte "Media" Vermögensverwaltungsges. mbh, Hamburg Editions Mondadori Axel Springer (EMAS) S.E.N.C., Montrouge Cedex, France emarketer Inc., New York, USA eprofessional GmbH, Hamburg Finanzen Corporate Publishing GmbH, Berlin finanzen.net GmbH, Karlsruhe Fünfundachtzigste "Media" Vermögensverwaltungsges. mbh, Berlin Funk & Fernsehen Nordwestdeutschland GmbH & Co. KG, Hannover Garantie System SAS, Paris, France Good & Co Labs, Inc., San Francisco, USA Group Nine Media, Inc., New York, USA ICI Formations SAS, Paris, France ictjob SPRL, Waterloo, Belgium ictjob SPRL, Waterloo, Belgium Idealo Internet GmbH, Berlin Immoweb SA, Brussels, Belgium Immowelt AG, Nuremberg Immowelt Hamburg GmbH, Hamburg Immowelt Holding AG, Nuremberg Insider Inc., New York City, USA Jobs LU Ltd, Dublin, Ireland Jobs.ie Ltd, Dublin, Ireland Jobsite UK (Worldwide) Limited, London, United Kingdom Lakestar II LP, Guernsey, Guernsey Lamudi Global S.à.r.l., Senningerberg, Luxembourg Lerer Hippeau Ventures IV, LP, New York, USA Lerer Hippeau Ventures V, LP, New York, USA MAZ & More TV-Produktion GmbH, Berlin ) 97 Media Impact GmbH & Co. KG, Berlin meinestadt.de GmbH, Cologne ) 99 NeoLotto Limited, Ta' Xbiex, Malta Newspaper Impact GmbH, Hamburg ) 101 Ozy Media, Inc., Mountain View CA, USA PACE Paparazzi Catering & Event GmbH, Berlin ) 103 Pnet (Pty) Ltd, Johannesburg, South Africa Praxis SARL, Chambery, France PressImmo On Line S.A.S., Paris, France profession.hu Kft, Budapest, Hungary Project A Ventures GmbH & Co. KG, Berlin

19 No. Company Shareholding in % Via No. Equity million 1) Net income million 1) No. Company Shareholding in % Via No. Equity million 1) Net income million 1) 108 Purplebricks Group plc, Solihull, United Kingdom Tecoloco International Inc, Panama City, Panama QWANT SAS, Paris, France Radio Hamburg GmbH & Co. KG, Hamburg RADIO/TELE FFH GmbH & Co. Betriebs- KG, Bad Vilbel Ringier Axel Springer d.o.o., Belgrade, Serbia Ringier Axel Springer Magyarország Kft, Budapest, Hungary Ringier Axel Springer Media AG, Zurich, Switzerland Ringier Axel Springer Polska Sp. z o. o., Warsaw, Poland Ringier Axel Springer Schweiz AG, Zurich, Switzerland Ringier Axel Springer SK, a.s., Bratislava, Slovakia ) ) 118 Room 49 GmbH, Berlin ) 119 Saknai Net Ltd., Tel Aviv, Israel Sales Impact GmbH, Hamburg ) 121 Saongroup Limited, Dublin, Ireland SeLoger.com SAS, Paris, France ShareASale.com Inc., Chicago, USA StepStone Continental Europe GmbH, Berlin ) 125 StepStone Deutschland GmbH, Düsseldorf ) 126 StepStone France SAS, Paris, France StepStone GmbH, Berlin ) 128 StepStone NV, Brussels, Belgium ) 128 StepStone NV, Brussels, Belgium StepStone Österreich GmbH, Vienna, Austria StepStone Services Sp. z o.o., Warsaw, Poland StepStone UK Holding Limited, London, United Kingdom Topreality.sk s.r.o., Nové Mesto nad Váhom, Slovakia Totaljobs Group Limited, London, United Kingdom Transfermarkt GmbH & Co. KG, Hamburg Traum-Ferienwohnungen GmbH, Bremen Ullstein GmbH, Berlin ) 138 United Classifieds s.r.o., Bratislava, Slovakia Universum Communications Holding Inc., New York, USA Universum Communications Inc., New York, USA Universum Communications Ltd, London, United Kingdom Universum Communications Pte Ltd, Singapore, Singapore Universum Communications Sweden AB, Stockholm, Sweden upday GmbH & Co. KG, Berlin Verimi GmbH, Frankfurt am Main Vertical Media GmbH, Berlin Visual Meta GmbH, Berlin WEBIMM SAS, Paris, France WeltN24 GmbH, Berlin ) 150 YOURCAREERGROUP GmbH, Düsseldorf ) 151 YOURCAREERGROUP Österreich GmbH, Vienna, Austria ) Unless otherwise stated, equity and net income according to local statutory financial statements of the financial year Amounts in foreign currency translated at the exchange rate prevailing on December 31, ) Control and profit and loss transfer agreement or profit transfer agreement. 3) Equity and net income for the business year ended as at September 30, ) The company was newly founded. Financial statements have not been available yet. 5) Equity and net income are not mentioned as the financial statements are not published. 6) Shareholding less than 0.0 %. (22) Declaration of conformity with the German Corporate Governance Code In accordance with section 161 of the German Stock Corporation Act (Aktiengesetz AktG ), Axel Springer SE has made the declaration of conformity with the German Corporate Governance Code issued by the Executive Board and Supervisory Board permanently available to the shareholders on the Company's website at Investor Relations Corporate Governance. The declaration of conformity is also published in the Company's 2018 annual report. (23) Duty of disclosure concerning investments The number of shares with voting rights, instruments, and the share of voting rights respectively cited in the notifications below each relate to the date specified in the relevant notification. In particular, it must be pointed out that a 1:3 stock split was carried out effective May 31, 2011, which tripled the number of shares, and that due to a capital increase the Company's subscribed capital increased from 98,940,000 to 107,895,311 effective December 9, 2015; since that time, it comprises 107,895,311 registered no-par-value shares (previously 98,940,000). 19

20 The following information represent the last notification of a person subject to the notification to the company, if not, for reasons of transparency, the presentation of further notifications is required. Axel Sven Springer, date of birth: January 13, 1966, notified us (via a notification dated November 29, 2018), that, due to the acquisition/disposal of shares with voting rights, his share of voting rights in, Axel-Springer-Straße 65, Berlin, as of November 26, 2018 amounts to 7.36 %. 7 % (corresponding to 7,548,029 of a total of 107,895,311 voting rights in Axel Springer SE) relate to the security identification number ISIN DE , 0.37 % (corresponding to 396,738 of a total of 107,895,311 voting rights in Axel Springer SE) relate to the security identification number ISIN DE , whereby these voting rights correspond to voting rights that are directly attributable to him in accordance with Section 33 of the German Securities Trading Act (WpHG, new version; the numeration has changed effectively as of January 3, 2018). Dr. h.c. Friede Springer, date of birth: August 15, 1942 (name of shareholders holding directly 3 % or more voting rights, if different from the person subject to the notification obligation: Axel Springer Gesellschaft für Publizistik GmbH & Co. KG), notified us (via a notification dated November 29, 2018), that, due to the acquisition/disposal of shares with voting rights, his share of voting rights in, Axel-Springer-Straße 65, Berlin, as of November 26, 2018 amounts to % (previous notification: %), whereby with regard to the security identification number ISIN DE DE % (corresponding to 5,502,450 of a total of 107,895,311 voting rights in ) are held directly by her in accordance with section 33 WpHG (new version) and 1.83 % (corresponding 1,978,800 of a total of 107,895,311 voting rights in Axel Springer SE) corresponds to voting rights that are attributable to her in accordance with Section 34 WpHG (new version), and with regard to the security identification number ISIN DE % (corresponding to 40,505,262 of a total of 107,895,311 voting rights in ) corresponds to voting rights that are attributable to her in accordance with Section 34 WpHG (new version). The following were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: Dr. h. c. Friede Springer (44.48 % of the voting rights), Friede Springer Verwaltungs GmbH, Friede Springer GmbH & Co. KG (6.42 % of the voting rights), AS Publizistik GmbH, Axel Springer Gesellschaft für Publizistik GmbH & Co. KG (37.54 % of the voting rights), Dr. h. c. Friede Springer (44.48 % of the voting rights), Friede Springer GmbH & Co. KG (6.42 % of the voting rights), Axel Springer Gesellschaft für Publizistik GmbH & Co. (37.54 % of the voting rights); Dr. h. c. Friede Springer (44.48 % of the voting rights), Friede Springer GmbH & Co. KG (6.42 % of the voting rights), AS Publizistik GmbH, Axel Springer Gesellschaft für Publizistik GmbH & Co. KG (37.54 % of the voting rights). EuroPacific Growth Fund, Boston, Massachusetts, USA, notified us (via a notification dated March 7, 2018) that, due to the acquisition/disposal of shares with voting rights, its share of voting rights in, Axel- Springer-Straße 65, Berlin, as of March 2, 2018 amounts to 3.07 % (corresponding to 3,309,617 of a total of 107,895,311 voting rights in ), whereby these voting rights are attributable to it in accordance with Section 34 of the WpHG (new version). The Capital Group Companies, Inc., California, Los Angeles, USA, notified us (via a notification dated January 25, 2018) that, due to the acquisition/disposal of shares with voting rights, its share of voting rights in Axel Springer SE, Axel-Springer-Straße 65, Berlin, as of January 22, 2018 amounts to 5.04 % (corresponding to 5,439,476 of a total of 107,895,311 voting rights in, previous notification: 3.36 %), whereby these voting rights are attributable to it in accordance with Section 34 of the WpHG (new version). The following were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: The Capital Group Companies, Inc., Capital Research and Management Company (voting rights: 5.04 %). Dr. Mathias Döpfner, date of birth: January 15, 1963, (name of shareholders holding directly 3 % or more voting rights, if different from the person subject to the notification obligation: Axel Springer Gesellschaft für 20

21 Publizistik GmbH & Co., Dr. h.c. Friede Springer) notified us (via a notification dated December 18, 2017, corrected on December 22, 2017) that, due to the acquisition/disposal of shares with voting rights, his share of voting rights in, Axel-Springer-Straße 65, Berlin, as of December 13, 2017 amounts to % (previous notification: %), whereby with regard to the security identification number ISIN DE % (corresponding to 2,105,145 of a total of 107,895,311 voting rights in ) are held directly by him in accordance with section 21 WpHG (previous version, the numeration changed effectively as of January 3, 2018) and % (corresponding 10,865,514 of a total of 107,895,311 voting rights in Axel Springer SE) corresponds to voting rights that are attributable to him in accordance with Section 22 WpHG, and with regard to the security identification number ISIN DE % (corresponding to 40,902,000 of a total of 107,895,311 voting rights in Axel Springer SE) corresponds to voting rights that are attributable to him in accordance with Section 22 WpHG. The following were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: Dr. Mathias Döpfner (49.08 % of the voting rights) and Brilliant 310. GmbH. FMR LLC, Wilmington, Delaware, USA, notified us (via a notification dated July 25, 2017) that, due to the acquisition/disposal of shares with voting rights, its share of voting rights in, Axel-Springer-Straße 65, Berlin, as of July 19, 2017 amounts to 2.94 % (previous notification: 3.79 %), whereby 2.94 % (corresponding to 3,171,903 of a total of 107,895,311 voting rights in, previous notification: 3.65 %) corresponds to voting rights that are attributable to it in accordance with Section 22 WpHG; 0.13 % (corresponding to 144,617 of a total of 107,895,311 voting rights in ) which were attributable to instruments in terms of Section 25 (1) No 1 WpHG according to the previous notification are no longer notified. The following were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: FMR LLC, Fidelity Management & Research Company, as well as FMR LLC, FIAM Holdings Corp., Fidelity Institutional Asset Management Trust Company, as well as FMR LLC, FIAM Holdings Corp., FIAM LLC. Fidelity Investment Trust, Boston, Massachusetts, USA, notified us (via a notification dated July 13, 2017) that, due to the acquisition/disposal of shares with voting rights, its share of voting rights in, Axel- Springer-Straße 65, Berlin, as of July 10, 2017 amounts to 2.99 % (previous notification: 3.06 %), whereby 2.99 % (corresponding to 3,221,075 of a total of 107,895,311 voting rights in, previous notification: 3.03 %) are held directly by it in accordance with Section 21 WpHG; 0.03 % (corresponding to 32,862 of a total of 107,895,311 voting rights in Axel Springer SE) which were attributable to instruments in terms of Section 25 (1) No 1 WpHG according to the previous notification are no longer notified. The company subject to notification is not controlled and does not control any other company holding voting rights in Axel Springer SE. Axel Springer Gesellschaft für Publizistik GmbH & Co., Berlin, Germany, notified us (via a notification dated December 17, 2015, corrected on January 15, 2016) that, due to a change in the total number of voting rights, its total share of voting rights in, Axel- Springer-Straße 65, Berlin, Germany, as of December 9, 2015 amounts to % (corresponding to 51,000,030 of a total of 107,895,311 voting rights in Axel Springer SE, previous notification: %), whereby these voting rights are held directly by it in accordance with Section 21 WpHG. The following were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: Dr. h.c. Friede Springer (voting rights: 54.2 %, total: 54.2 %), Friede Springer Verwaltungs GmbH (general partner of Friede Springer GmbH & Co. KG), Friede Springer GmbH & Co. KG (voting rights: %, total: %), AS Publizistik GmbH (general partner of Axel Springer Gesellschaft für Publizistik GmbH & Co.), Axel Springer Gesellschaft für Publizistik GmbH & Co. (voting rights amounting to %, total: %). AS Publizistik GmbH, Berlin, Germany (name of shareholders holding directly 3 % or more voting rights, if different from the company subject to the notification obligation: Axel Springer Gesellschaft für Publizistik GmbH & Co.), notified us (via a notification dated 21

22 December 17, 2015, corrected on January 15, 2016) that, due to a change in the total number of voting rights, its total share of voting rights in, Axel- Springer-Straße 65, Berlin, Germany, as of December 9, 2015 amounts to % (corresponding to 51,000,030 of a total of 107,895,311 voting rights in Axel Springer SE, previous notification: %), whereby these voting rights are attributable to it in accordance with Section 22 WpHG. The following were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: Dr. h.c. Friede Springer (voting rights: 54.2 %, total: 54.2 %), Friede Springer Verwaltungs GmbH (general partner of Friede Springer GmbH & Co. KG), Friede Springer GmbH & Co. KG (voting rights: %, total: %), AS Publizistik GmbH (general partner of Axel Springer Gesellschaft für Publizistik GmbH & Co.), Axel Springer Gesellschaft für Publizistik GmbH & Co. (voting rights: %, total: %). Friede Springer GmbH & Co. KG, Berlin, Germany, notified us in January 2006 in accordance with Sections 21 f. WpHG that at midnight on December 31, 2005/12 a.m. on January 1, 2006, its share of voting rights in Axel Springer AG had exceeded the threshold of 50 % and simultaneously also the thresholds of 5 %, 10 %, and 25 % and thus amounts to around % (this corresponds to 20,337,710 shares with voting rights with respect to Axel Springer AG s capital stock totaling 34,000,000 shares with voting rights). Friede Springer GmbH & Co. KG holds voting rights amounting to % as a result of the attribution of voting rights held directly by Axel Springer Gesellschaft für Publizistik GmbH & Co. (corresponding to 17,000,010 shares carrying voting rights) in accordance with Section 22 (1) sentence 1 No 1 WpHG, and amounting to around 9.82 % as a result of the attribution of voting rights held as treasury shares by Axel Springer AG (corresponding to 3,337,700 shares) in accordance with Section 22 (1) sentence 1 No 1 WpHG. Springer AG had exceeded the threshold of 50 % and simultaneously also the thresholds of 5 %, 10 %, and 25 % and thus amounts to around % (this corresponds to 20,337,710 shares with voting rights with respect to Axel Springer AG s capital stock totaling 34,000,000 shares with voting rights). Friede Springer Verwaltungs GmbH holds voting rights amounting to % as a result of the attribution of voting rights held directly by Axel Springer Gesellschaft für Publizistik GmbH & Co. (corresponding to 17,000,010 shares carrying voting rights) in accordance with Section 22 (1) sentence 1 No 1 WpHG, and amounting to around 9.82 % as a result of the attribution of voting rights held as treasury shares by Axel Springer AG (corresponding to 3,337,700 shares) in accordance with Section 22 (1) sentence 1 No 1 WpHG. Tweedy, Browne Company LLC, New York, USA, notified us in November 2003 (corrected via a notification in August 2004) that it had exceeded the voting rights threshold of 5 % on November 6, 2003, and that the share of voting rights attributable to it amounts to 5.75 % (rounded), corresponding to 1,955,211 of a total of 34,000,000 registered no-par-value shares in Axel Springer AG with limited transferability and carrying voting rights. The shares are attributable to it in accordance with Section 22 (1) No 6 WpHG. Friede Springer Verwaltungs GmbH, Berlin, Germany, notified us in January 2006 in accordance with Sections 21 f. WpHG that at midnight on December 31, 2005/12 a.m. on January 1, 2006, its share of voting rights in Axel 22