Axel Springer SE Berlin. Invitation to the General Meeting

Transcription

1 Convenience Translation Axel Springer SE Berlin ISIN DE (WKN ) ISIN DE (WKN ) Invitation to the General Meeting We hereby invite our shareholders to the 2018 Annual General Meeting on 18 April 2018, 10:00 hours at Axel-Springer-Passage, Markgrafenstraße 19a, Berlin, Germany. Agenda: 1. Presentation of the adopted annual financial statements of Axel Springer SE and the approved consolidated financial statements as at 31 December 2017 together with the consolidated management report of Axel Springer SE and the Group for fiscal year 2017, as well as the report by the Supervisory Board The above-mentioned documents (including the explanatory report of the Executive Board pursuant to section 176 (1) sentence 1 of the German Stock Corporation Act (Aktiengesetz; AktG) 1 on takeover provisions in accordance with section 289a (1) and section 315a (1) of the German Commercial Code (Handelsgesetzbuch; HGB)) are available on the website of Axel Springer SE at from the time the General Meeting is convened. These documents will also be held available at the General Meeting of Axel Springer SE. In compliance with the statutory provisions, it is not intended to pass a resolution under agenda item 1 as the Supervisory Board has already approved the annual financial statements and the consolidated financial statements. 1 The provisions applicable to stock corporations (Aktiengesellschaften) with their registered office in Germany, in particular the provisions of the German Commercial Code and the German Stock Corporation Act, are applied to Axel Springer SE pursuant to article 5, article 9 (1) lit. c) ii), article 53 as well as article 61 of EU Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) ("SE Regulation") unless determined otherwise by more specific stipulations of the SE Regulation.

2 Appropriation of profits The Supervisory Board and Executive Board propose to use the full amount of the profits shown on the balance sheet in the amount of 215,790, for payment of a dividend for fiscal year 2017 in the amount of 2.00 per no-par value share entitled to dividends. As the Company does not hold any treasury shares at the present time, all shares in the Company are entitled to dividends. The number of shares entitled to dividends may, however, decrease by the date of the General Meeting. In such a case, an adjusted proposal for the appropriation of profits will be submitted to the General Meeting, with an unchanged distribution of 2.00 per no-par value share entitled to dividends. The shareholders' claims for payment of their dividend will fall due on the third business day following adoption of the resolution by the General Meeting (section 58 (4) sentence 2 AktG). It is therefore intended to pay the dividend on 23 April Discharge of the members of the Executive Board of Axel Springer SE for fiscal year 2017 The Supervisory Board and Executive Board propose to discharge the members of the Executive Board of Axel Springer SE who were in office in fiscal year 2017 for such period. 4. Discharge of the members of the Supervisory Board of Axel Springer SE for fiscal year 2017 The Supervisory Board and Executive Board propose to discharge the members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2017 for such period. It is intended to have the Annual General Meeting vote on the resolution to discharge the members of the Supervisory Board in two groups: firstly on the discharge of all members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2017 except for Dr h.c. Friede Springer, and secondly on the discharge of Dr h.c. Friede Springer as member of the Supervisory Board of Axel Springer SE. 5. Appointment of the auditor of the annual financial statements and the consolidated financial statements, appointment of the auditor for the auditor's review of the six-month interim financial report and for any auditor's review of further interim financial reports At the recommendation of the Audit Committee, the Supervisory Board proposes the following:

3 - 3 - Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is appointed a) auditor for the annual financial statements and consolidated financial statements for fiscal year 2018, b) auditor for the auditor's review of the six-month interim financial report for fiscal year 2018, and c) any auditor's review of further interim financial reports in fiscal years 2018 and 2019 until the next Annual General Meeting. The Audit Committee declares that its recommendation is free from any undue influence by third parties and that it is in particular not subject to any provisions limiting its selection or the selection of the General Meeting of Axel Springer SE regarding the selection of a particular auditor or a particular audit company for the purpose of conducting the audit to certain categories or lists of auditors or audit companies, and that it was therefore free in its decision. 6. Elections to the Supervisory Board According to article 40 (2) and (3) of the SE Regulation, section 17 of the German SE Implementation Act (SE-Ausführungsgesetz; SEAG), section 21 (3) of the German SE Employee Participation Act (SE- Beteiligungsgesetz; SEBG), the arrangements for employee participation at Axel Springer SE between Axel Springer SE (formerly Axel Springer AG) and the Special Negotiating Body of Axel Springer AG dated 18 November 2013 and article 9 (1) of the Articles of Association of Axel Springer SE, the Supervisory Board of Axel Springer SE consists of Supervisory Board members representing the shareholders only and is composed of nine members. Upon the close of the Annual General Meeting, the term of office of Supervisory Board member William Edward Ford, who has resigned from office upon the close of the 2018 Annual General Meeting, will end. In addition, Rudolf Knepper has resigned from office as member of the Supervisory Board of Axel Springer SE with effect from the close of the 2018 Annual General Meeting. The Supervisory Board proposes to elect the following persons as members of the Supervisory Board for a term of office until the end of the General Meeting resolving on the discharge for fiscal year 2018, though no longer than until the end of 16 April 2020: a) Ms Iris Knobloch, President Warner Bros. Entertainment France S.A.S., residing in Neuilly, France, and b) Dr Alexander C. Karp, CEO Palantir Technologies Inc., residing in Palo Alto, USA.

4 - 4 - The Supervisory Board's candidate proposals are each based on a recommendation by the Nomination Committee of the Supervisory Board and take into account the objectives resolved by the Axel Springer SE Supervisory Board concerning its composition and the competency profile for the composition of the Supervisory Board. It is intended to have the General Meeting resolve on the new elections to the Supervisory Board by way of individual voting. 7. Authorization to acquire and use treasury shares pursuant to section 71 (1) no. 8 AktG, as well as on the exclusion of shareholder subscription rights Based on the authorization granted by the General Meeting of the Company on 16 April 2014 regarding agenda item 8 of such meeting, the Executive Board of the Company is authorized to acquire treasury shares during the time period until 15 April It is proposed to renew the authorization to acquire and use treasury shares for a term until 17 April 2023, and to cancel the previous authorization. The Supervisory Board and the Executive Board propose to resolve: a) The Executive Board is authorized, with the consent of the Supervisory Board, to acquire treasury shares of the Company during the time until 17 April 2023 up to a maximum of 10% of the current share capital. Together with any treasury shares that might be acquired for other reasons, and which are owned by the Company or attributable to the Company pursuant to sections 71a et seqq. AktG, respectively, the treasury shares acquired on the basis of this authorization may not at any time exceed 10% of the share capital of the Company. An acquisition may take place (i) on the stock exchange, or (ii) via a public tender offer or a public invitation to submit an offer addressed to all shareholders (hereinafter the "Purchase Offer"). In the case of an acquisition on the stock exchange, the consideration for the acquisition of shares (excluding ancillary acquisition costs) may not exceed, or fall short by, more than 10% of the arithmetic average of the final auction prices of the Axel Springer SE share in Xetra trading (or in a comparable successor system which replaces the Xetra system) on the last three trading days (in Frankfurt am Main) preceding the creation of the obligation to acquire such treasury shares. In the case of a Purchase Offer, the Company may determine either a fixed price or a price range at which it is willing to acquire the shares. The purchase price (excluding ancillary acquisition costs) may however subject to an adjustment during the offer period not exceed, or fall short by, more than 20% of the volume-weighted average share price for the shares of the Company on the Frankfurt Stock Exchange on the last three trading days preceding the date of public announcement of the

5 - 5 - Purchase Offer. However, in the event that significant deviations in the applicable price, i.e. the volume-weighted average share price for the shares of the Company on the Frankfurt Stock Exchange on the last three trading days preceding the date of public announcement of the Purchase Offer, occur after the public announcement of the Purchase Offer, the Purchase Offer may be adjusted. In this case, the final auction price for the shares of Axel Springer SE in Xetra trading (or a comparable successor system which replaces the Xetra system) on the third trading day (in Frankfurt am Main) prior to the public announcement of any adjustment shall be the relevant basis. If, in the event of a Purchase Offer, the volume of offered shares exceeds the designated volume to be repurchased, then offers may be accepted in proportion to the respectively offered shares or by quotas (if applicable, upon creating transferable put options). Preferential acceptance of smaller offers or smaller portions of offers up to 100 shares may be provided for. b) With respect to treasury shares which will be or have been acquired on the basis of this authorization and/or previous authorizations by the General Meeting by means other than via the stock exchange or a tender offer to all shareholders, the Executive Board is authorized, with the consent of the Supervisory Board, and excluding shareholder subscription rights, to dispose of the treasury shares against contribution in kind, in particular as part of corporate mergers or for the purpose of acquiring companies or parts thereof or shareholdings therein, or other economic assets, sell the treasury shares to third parties for cash provided that the sale is conducted at a price which does not materially fall below the stock exchange trading price, and the number of sold shares does not exceed 10% of the share capital at the time the shares are used, whereby this upper limit for simplified exclusion of shareholder subscription rights shall be reduced by the pro rata amount of share capital accounted for by the shares issued or sold during the term of such authorization under exclusion of shareholder subscription rights by applying section 186 (3) sentence 4 AktG directly or mutatis mutandis, or to offer or transfer the treasury shares to individuals who are employed by the Company or one of its affiliates. Moreover, the Executive Board is authorized to redeem the above-referenced shares, without such redemption requiring a further resolution of the General Meeting. With the consent of the Supervisory Board, shares can also be redeemed in such a manner that the nominal amount of the share capital is not affected but the proportion of share capital per remaining non-par value share is increased as a result of the redemption pursuant to section 8 (3) AktG (simplified redemption process pursuant to section 237 (3) no. 3 AktG).

6 - 6 - c) The authorizations can be made use of on one or more occasions, in whole or in partial amounts, in the pursuit of one or more purposes by the Company, and also by affiliated companies or by third parties for the account of the Company or its affiliates. d) The authorization to acquire and use treasury shares resolved by the General Meeting of the Company on 16 April 2014 under agenda item 8 of such meeting expires when this new authorization takes effect. 8. Resolution not to disclose information pursuant to section 285 no. 9 lit. a) sentences 5 to 8 HGB and sections 315e (1) and 314 (1) no. 6 lit. a) sentences 5 to 8 HGB in the annual financial statements and the consolidated financial statements (exemption from the obligation to disclose the individual remuneration of the members of the Executive Board) Pursuant to section 285 no. 9 lit. a) sentences 5 to 8 HGB, the notes to the annual financial statements of a listed Societas Europaea (SE) must, in addition to information on the aggregate remuneration granted to all members of the Executive Board for their services in the fiscal year, also contain additional information on the remuneration granted to each individual member of the Executive Board. The same applies for the notes to the consolidated financial statements pursuant to section 315e (1) and section 314 (1) no. 6 lit. a) sentences 5 to 8 HGB. The Annual General Meeting of the Company of 16 April 2014 resolved under agenda item 9 in accordance with section 286 (5) sentence 1 HGB and section 315a (1) and section 314 (2) sentence 2 HGB (old version) not to disclose the individual remuneration of the members of the Executive Board in the annual financial statements and the consolidated financial statements of the Company for the fiscal years 2014 up to and including 2018 ("Opt-Out"). It is proposed to renew the Opt-Out for the annual and consolidated financial statements of Axel Springer SE for the fiscal years 2018 up to and including The corresponding information shall not be published if and for as long as this is still permitted by law. The Executive Board and the Supervisory Board are of the opinion that the legitimate interests of the shareholders and the capital market are sufficently taken into account by disclosing the aggregate remuneration granted to the members of the Executive Board. The Supervisory and Executive Boards therefore propose to resolve as follows: The information required under section 285 no. 9 lit. a) sentences 5 to 8 HGB and section 315e (1) and section 314 (1) no. 6 lit. a) sentences 5 to 8 HGB (in their respective applicable version) will not be disclosed pursuant to section 286 (5) sentence 1 HGB and section 315e (1) and section 314 (3) sentence 1 HGB (if and for as long as this is permitted by law) in the annual financial statements and the consolidated financial statements of Axel Springer SE for the fiscal years 2018 up to and including 2022.

7 Consent to a control and profit and loss transfer agreement between Axel Springer SE and BILD GmbH In the context of the reorganisation of the publishing structure of the media brands (including BILD, WELT) of the Axel Springer Group, it is intended to include BILD GmbH & Co. KG, Berlin, in the fiscal entity of Axel Springer SE. For this purpose, a control and profit and loss transfer agreement must be concluded with Axel Springer SE as controlling company which in turn requires BILD GmbH & Co. KG, which is currently operated as a limited partnership, to change its legal form to a limited liability company (Gesellschaft mit beschränkter Haftung). In the course of the change of legal form, which will probably be implemented in the first half of 2018, the current sole personally liable partner BILD Multimedia Verwaltungs GmbH is intended to withdraw from the company and the current sole limited partner Axel Springer SE is intended to become the sole shareholder of the company then operating under the name of BILD GmbH. In order to become effective, the control and profit and loss transfer agreement requires inter alia the consent of the General Meeting of Axel Springer SE. In order to still profit from the tax benefits of the control and profit and loss transfer agreement in the current fiscal year 2018, the draft already prepared on 20 February 2018 of a control and profit and loss transfer agreement between Axel Springer SE as controlling company and the future BILD GmbH (after the change of its legal form) as controlled company is to be submitted to the General Meeting for consent. The control and profit and loss transfer agreement itself is to be concluded only after the General Meeting of Axel Springer SE has granted its consent and the change of legal form of BILD GmbH & Co. KG to a limited liability company has taken effect. The Supervisory and Executive Boards propose to resolve as follows: The draft of the control and profit and loss transfer agreement between Axel Springer SE and BILD GmbH prepared on 20 February 2018 is approved. The Executive Board is instructed to conclude the control and profit and loss transfer agreement after the change of legal form of BILD GmbH & Co. KG to a limited liability company has become effective and Axel Springer SE has become its sole shareholder. 10. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Axel Springer All Media GmbH It is intended to include Axel Springer All Media GmbH & Co. KG, Berlin, in the fiscal entity of Axel Springer SE. For this purpose, a control and profit and loss transfer agreement must be concluded with Axel Springer SE as controlling company which in turn requires Axel Springer All Media GmbH & Co. KG, which is currently operated as a limited partnership, to change its legal form to a limited liability company. In the course of the change of legal form, which will probably be implemented in the first half of 2018, the current sole personally liable partner Axel Springer All Media Verwaltungs-GmbH is intended to withdraw from the company and the current sole limited partner

8 - 8 - Axel Springer SE is intended to become the sole shareholder of the company then operating under the name of Axel Springer All Media GmbH. In order to become effective, the control and profit and loss transfer agreement requires inter alia the consent of the General Meeting of Axel Springer SE. In order to still profit from the tax benefits of the control and profit and loss transfer agreement in the current fiscal year 2018, the draft already prepared on 20 February 2018 of a control and profit and loss transfer agreement between Axel Springer SE as controlling company and the future Axel Springer All Media GmbH (after the change of its legal form) as controlled company is to be submitted to the General Meeting for consent. The control and profit and loss transfer agreement itself is to be concluded only after the General Meeting of Axel Springer SE has granted its consent and the change of legal form of Axel Springer All Media GmbH & Co. KG to a limited liability company has taken effect. The Supervisory and Executive Boards propose to resolve as follows: The draft of the control and profit and loss transfer agreement between Axel Springer SE and Axel Springer All Media GmbH prepared on 20 February 2018 is approved. The Executive Board is instructed to conclude the control and profit and loss transfer agreement after the change of legal form of Axel Springer All Media GmbH & Co. KG to a limited liability company has become effective and Axel Springer SE has become its sole shareholder. 11. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Sales Impact GmbH Axel Springer SE as controlling company and Sales Impact GmbH, Hamburg, a wholly-owned subsidiary of Axel Springer SE, as controlled company concluded a control and profit and loss transfer agreement on 7 March The Supervisory and Executive Boards propose to resolve as follows: The control and profit and loss transfer agreement between Axel Springer SE and Sales Impact GmbH concluded on 7 March 2018 is approved. 12. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh Axel Springer SE as controlling company and Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh, a wholly-owned subsidiary of Axel Springer SE, as controlled company concluded a control and profit and loss transfer agreement on 7 March The Supervisory and Executive Boards propose to resolve as follows: The control and profit and loss transfer agreement between Axel Springer SE and Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh concluded on 7 March 2018 is approved.

9 Consent to a control and profit and loss transfer agreement between Axel Springer SE and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh Axel Springer SE as controlling company and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh, a wholly-owned subsidiary of Axel Springer SE, as controlled company concluded a control and profit and loss transfer agreement on 7 March The Supervisory and Executive Boards propose to resolve as follows: The control and profit and loss transfer agreement between Axel Springer SE and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh concluded on 7 March 2018 is approved. Information pursuant to section 125 (1) AktG on the Supervisory Board members nominated for election under agenda item 6 The candidates nominated for election to the Supervisory Board under agenda item 6, Ms Iris Knobloch and Dr Alexander C. Karp, are members of other supervisory boards to be established pursuant to statutory provisions as well as of comparable controlling bodies of commercial enterprises in Germany and abroad as set forth below: a) Ms Iris Knobloch Memberships in supervisory boards to be established pursuant to statutory provisions: none Memberships in comparable controlling bodies of commercial enterprises in Germany and abroad: Accor S.A., France, Vice Chairman of the Board of Directors and Lead Independent Director Lazard Ltd., Bermuda, member of the Board of Directors (as of 1 April 2018) b) Dr Alexander C. Karp Memberships in supervisory boards to be established pursuant to statutory provisions: none Memberships in comparable controlling bodies of commercial enterprises in Germany and abroad: The Economist Newspaper Limited, Great Britain, member of the Board of Directors

10 Further details on the Supervisory Board members nominated for election under agenda item 6 The Supervisory Board assumes, also after discussing the matter with the candidates, that they will each be able to devote the expected amount of time involved. For details of the relevant expertise, capabilities and professional experience of the proposed candidates, please refer to the candidates' curricula vitae attached to this agenda as annexes and posted on the internet at Pursuant to number (6) to (8) of the German Corporate Governance Code (Deutscher Corporate Governance Kodex) it is declared that, in the assessment of the Supervisory Board, the above candidates have no personal or business relationships with the Company, the governing bodies of the Company or any shareholder with a material interest in the Company which a shareholder judging objectively would consider decisive for their election decision. Report of the Executive Board to the General Meeting pursuant to section 71 (1) no. 8 sentence 5 AktG in conjunction with section 186 (4) sentence 2 AktG concerning agenda item 7 By means of the authorization proposed under agenda item 7, the Company wishes to further retain the possibility to acquire treasury shares on the basis of section 71 (1) no. 8 AktG. This would enable the Company to acquire treasury shares having a volume of up to 10% of its share capital in the period until 17 April 2023 (section 71 (2) AktG). The Executive Board was authorized under agenda item 8 of the Annual General Meeting 2014 to acquire treasury shares until 15 April However, the Company considers it to be sensible, as a matter of precaution, to have this year's General Meeting resolve on a new authorization in this respect. The new authorization is generally identical in substance to the authorization to acquire and use treasury shares which was adopted by the General Meeting on 16 April 2014 under agenda item 8. At the time of convocation of this General Meeting, the Company does not hold any treasury shares. a) Acquisition of treasury shares The acquisition of treasury shares may take place (i) (ii) on the stock exchange, or via a public tender offer or a public invitation to submit an offer addressed to all shareholders (hereinafter the "Purchase Offer") at the prices set forth in the authorization, which are based on the trading price for the shares in the Company at the time of the acquisition. When acquiring treasury shares by means of a Purchase Offer, the principle of non-discrimination under the German Stock Corporation Act must be observed.

11 If a Purchase Offer is over-subscribed, it may be accepted according to quotas (if applicable, by creating transferable put options) or in proportion to the relevant offered shares. The latter procedure facilitates the technical handling of the offer because the relevant acceptance ratio can easily be determined from the number of offered shares, while otherwise it would be necessary to determine the participation quotas of the respective shareholders by comparison with the share register. In any event, it is to be permissible to provide for preferred acceptance of small offers or small parts of offers up to a maximum number of 100 offered shares per shareholder. This possibility serves, on the one hand, to avoid fractional amounts when determining purchase quotas, thereby facilitating the technical handling of the offer. The preferred acceptance of smaller numbers of shares, secondly, may be used in order to avoid, if possible, residual amounts of shares, which will generally be uneconomical, as well as a potential de facto disadvantage for small shareholders which might result from strict acceptance in proportion to the offered shares or according to quotas. b) Utilization of the treasury shares The authorization under agenda item 7, which also expressly encompasses those shares which were acquired on the basis of authorizations by previous General Meetings pursuant to section 71 (1) no. 8 AktG, contains the following requirements with regard to the sale of shares under exclusion of shareholder subscription rights: Firstly, the General Meeting is asked to authorize the Company, with the consent of the Supervisory Board and under exclusion of shareholder subscription rights, to dispose of the repurchased treasury shares against contributions in kind, in particular in the context of corporate mergers, or for the purpose of acquiring companies or parts thereof or shareholdings therein, or other economic assets. This approach, which has already been generally set forth in the explanatory memorandum (Gesetzesbegründung) to section 71 (1) no. 8 AktG and is common in the international field, can for example facilitate the acquisition of shareholdings at favorable costs. Furthermore, the Company is to be authorized to sell repurchased shares, with the consent of the Supervisory Board, to third parties for cash under exclusion of shareholder subscription rights if such sale is effected at a price which is not significantly lower than the trading price. The boards will keep any discounts on the trading price as low as possible in accordance with the statutory provisions. The sale at a purchase price which is not significantly lower than the trading price avoids a dilution of the value of the shareholders' investment. The number of shares sold in this manner may not exceed 10% of the share capital at the time of utilization of the shares. This upper limit for simplified exclusion of shareholder subscription rights shall be reduced by the pro rata amount of share capital accounted for by the shares issued or sold during the term of such authorization under exclusion of shareholder subscription rights by applying section 186 (3) sentence 4 AktG directly or mutatis

12 mutandis. This provides the Company with the possibility to offer shares to national and international investors, and thereby expand its circle of shareholders and stabilize the value of the shares. The Company can adjust its equity capital to business needs in a flexible manner and react to favorable situations at the stock exchange. In addition, repurchased treasury shares are also to be used, under exclusion of shareholder subscription rights, to offer such repurchased shares for purchase by employees of the Company or affiliated companies. Furthermore, the repurchased shares may be redeemed (without any further resolution of the General Meeting). For such a case, the authorization also provides, in addition to the option of redemption with a reduction of capital with the consent of the Supervisory Board, for the option of redemption of the fully paid-in shares by adjusting the proportionate amount of the remaining no-par value shares in the share capital of the Company without a reduction in capital. This automatically increases the notional portion of the Company's share capital represented by the remaining no-par value shares. The Executive Board will report on any use of the authorization for the acquisition and utilization of treasury shares at the next General Meeting. Additional information on agenda items 9, 10, 11, 12 and 13 The control and profit and loss transfer agreements (hereinafter in each case the "Agreement") between Axel Springer SE (as controlling company) and BILD GmbH currently still under the name of BILD GmbH & Co. KG (draft), Axel Springer All Media GmbH currently still under the name of Axel Springer All Media GmbH & Co. KG (draft), Sales Impact GmbH, Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh (BILD GmbH, Axel Springer All Media GmbH, Sales Impact GmbH, Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh, hereinafter in each case a "Controlled Company") have the following material content: The management of the Controlled Company will report to Axel Springer SE. Axel Springer SE is entitled to issue instructions to the management of the Controlled Company with regard to managing the company. The management of the Controlled Company is obliged to comply with these instructions. Beginning with fiscal year 2018 (or should the Agreement be entered into the commercial register of the domicile of the Controlled Company only after 31 December 2018 beginning with the fiscal year in which the Agreement is entered in the commercial register of the domicile of the Controlled Company), the Controlled Company will be obliged to transfer its entire profit determined according to the provisions of the German Commercial Code to Axel Springer SE in analogous application of section 301 AktG as amended from time to time.

13 The Controlled Company may, subject to consent being granted by Axel Springer SE, allocate amounts of the net income of the year to other retained earnings (section 272 (3) HGB) to the extent this is permissible under commercial law and economically justifiable according to reasonable commercial judgement. Any other retained earnings established during the term of the Agreement are to be reversed to the extent this is legally permissible at the request of Axel Springer SE and to be used to offset any net loss of a year, or to be transferred as profits. Any transfer of earnings from the reversal of other retained earnings including earnings established during the term of the Agreement or their use to offset a net loss of a year is ruled out; the same applies to any profit carryforward existing at the beginning of the term of the Agreement. Axel Springer SE has to take the losses of the Controlled Company according to the provisions of section 302 AktG as amended from time to time. The Agreement is subject to consent granted by the General Meeting of Axel Springer SE and consent granted by the shareholders' meeting of the Controlled Company, and will become effective upon entry in the commercial register of the Controlled Company. The shareholders' meetings of Sales Impact GmbH, Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh have already granted their consent. The shareholders' meetings of BILD GmbH and Axel Springer All Media GmbH will resolve on their consent after the change of legal form of BILD GmbH & Co. KG and Axel Springer All Media GmbH & Co. KG to a limited liability company has become effective. The obligation to transfer profits and the obligation to offset losses will apply for the first time as of the beginning of the Controlled Companies' fiscal year in which the Agreement takes effect. The Agreement has been concluded for an indefinite period of time. It may be terminated by giving three months' notice as per the end of the fiscal year of the Controlled Company, but no earlier than at the end of the fiscal year that expires at least five (5) full years after commencement of the fiscal year of the Controlled Company in which this Agreement becomes effective upon its entry in the commercial register of the Controlled Company. The right to terminate the Agreement for cause without any notice period (Kündigung aus wichtigem Grund ohne Einhaltung einer Kündigungsfrist) remains unaffected. Cause is in particular deemed to apply in the event of a divestiture or contribution of interests in the Controlled Company by Axel Springer SE, in each case to the extent that the financial integration of the Controlled Company into Axel Springer SE within the meaning of section 14 (1) sentence 1 no. 1 of the German Corporate Income Tax Act (Körperschaftsteuergesetz; KStG) ceases to exist, furthermore any merger, division or liquidation of the Controlled Company or of Axel Springer SE, and any transformation of the Controlled Company into a legal form that cannot constitute a controlled company for tax purposes (Organgesellschaft) within the meaning of section 14 KStG.

14 The Executive Board of Axel Springer SE has submitted, in each case together with the management of the Controlled Company, a combined report on the control and profit and loss transfer agreements according to section 293a AktG in which the (in the case of BILD GmbH and Axel Springer All Media GmbH future) conclusion of the Agreement and its content are explained and justified in detail from both legal and economic angles. As the Controlled Companies are wholly-owned subsidiaries to Axel Springer SE, no provisions on adequate compensation (section 304 AktG) and settlement (section 305 AktG) for outside shareholders need to be included in the Agreement. This is also why no valuation of the Controlled Companies or audit of the control and profit and loss transfer agreements according to section 293b (1) AktG were necessary. Documents available for inspection under agenda items 9, 10, 11, 12 and 13 The drafts of the control and profit and loss transfer agreements between Axel Springer SE and BILD GmbH (currently still under the name of BILD GmbH & Co. KG) as well as between Axel Springer SE and Axel Springer All Media GmbH (currently still under the name of Axel Springer All Media GmbH & Co. KG) and the control and profit and loss transfer agreements between Axel Springer SE and the other Controlled Companies, the annual financial statements of the Controlled Companies for fiscal years 2015, 2016 and 2017 (if available, or the annual financial statements for the corresponding short fiscal year if the relevant Controlled Company was only established in 2015 or later), the annual financial statements and the management reports of Axel Springer SE for fiscal years 2015, 2016 and 2017 as well as the combined reports of the Executive Board of Axel Springer SE and the respective management of the Controlled Companies according to section 293a AktG are available on the website of Axel Springer SE at and available for inspection at the respective offices of BILD GmbH & Co. KG, Axel- Springer-Str. 65, Berlin, Axel Springer All Media GmbH & Co. KG, Axel- Springer-Str. 65, Berlin, Sales Impact GmbH, Axel-Springer-Platz 1, Hamburg, Einhundertste "Media" Vermögensverwaltungsgesellschaft mbh, Axel-Springer-Str. 65, Berlin, and Einhunderterste "Media" Vermögensverwaltungsgesellschaft mbh, Axel-Springer-Str. 65, Berlin, Germany, from the time the General Meeting is convened. The above-mentioned documents will also be made available at the General Meeting on 18 April Total number of shares and voting rights At the time of convocation of the General Meeting, the Company has a share capital of 107,895,311.00, divided into 107,895,311 no-par value registered shares. Each no-par value share grants one vote in the General Meeting. At the time of convocation of the General Meeting, the total number of shares and voting rights is thus 107,895,311. Please note that at the time of convocation of the General Meeting the Company does not hold any treasury shares.

15 Requirements for participating in the General Meeting and exercising voting rights All shareholders listed in the Company's share register are entitled to participate in the General Meeting, provided their registration for participation in the General Meeting has been received by the Company at least four days prior to the General Meeting, not counting the date of the General Meeting itself and the date of receipt of the registration by the Company. Consequently, the registration for participation must be received by the Company at the latest on Friday, 13 April 2018, 24:00 hours (midnight) ("last registration date"), in text form (Textform) by postal mail, by fax or by as follows: Axel Springer SE c/o C-HV AG Gewerbepark Ursensollen Telefax: / as@anmeldestelle.net A registration form will be sent directly to our shareholders. In case a bank (Kreditinstitut) is registered in the Company's share register, it may only exercise the voting right for shares it does not hold if the beneficial owner of the shares has granted a proxy therefor. This applies mutatis mutandis to shareholder organisations and other individuals as well as associations of individuals deemed equivalent to banks pursuant to section 135 (8) or (10) AktG. The registration for participation in the General Meeting does not affect the transferability of the relevant shares. Therefore, shareholders may still dispose of their shares following registration for the General Meeting; the provision in article 5 (3) of the Company's Articles of Association according to which the transfer of shares requires the consent of the Company, remains unaffected. Pursuant to section 67 (2) sentence 1 AktG, only a shareholder who is listed in the Company's share register is deemed a shareholder in relation to the Company. Accordingly, the status quo of registrations in the share register on the day of the General Meeting forms the basis for the right to participate, and for the number of voting rights allocated to a person entitled to participate in the General Meeting. Note regarding a registration stop (Umschreibestopp) in the share register For organisational reasons, persons who acquire shares and whose requests for change in registration are received by the Company after the last registration date (on 13 April 2018, 24:00 hours) will not be registered in the share register until the end of the General Meeting (registration stop). They may therefore neither exercise participation nor voting rights under these shares by virtue of their own right. In such cases, participation and voting rights remain vested in the shareholder listed in the share register for the respective share until the change has been registered.

16 Furthermore, due to the review of conditions for granting consent to the purchase of shares required under article 5 (3) of the Company's Articles of Association which must take place prior to a change in registration in the share register, requests for changes in registration that are received by the Company shortly before, or on, 13 April 2018 might, as the case may be, not be recorded in time to allow participation in the General Meeting. All purchasers of shares in the Company who have not yet been recorded in the share register are therefore asked to submit requests for changes in registration in as timely a manner as possible. Procedure for voting through proxies Shareholders who will not participate in the General Meeting personally can have their voting rights exercised by a proxy of their choice, in particular by a bank (Kreditinstitut) or a shareholder organisation. In this event, the aforementioned requirements for participation must be fulfilled for the respective shares as well. If neither a bank nor a shareholder organisation nor another individual or association of individuals deemed equivalent to banks under section 135 (8) or (10) AktG has been granted proxy, proxy must be granted in text form. The same applies to proof of granting of proxy vis-à-vis the Company and to a possible revocation of proxy. The special statutory provisions of section 135 AktG apply to authorizations of banks, shareholder organizations or other individuals and associations of individuals deemed equivalent to banks under section 135 (8) or (10) AktG and require, inter alia, that proxy authorization be recorded by the holder in a verifiable manner. In this respect, exceptions from the general text form requirement may apply. The relevant holders of a proxy may, however, stipulate special requirements for their own authorization as proxy; shareholders are therefore requested to consult with the relevant holders of a proxy in good time regarding the applicable form and procedure for granting proxy. Together with each registration form and the entry ticket, as well as upon request, shareholders will be sent a form that can be used for granting voting proxy. The granting and revocation of proxy may be declared vis-à-vis the Company or visà-vis the holder of proxy. For the purposes of granting and revoking a proxy by declaration vis-à-vis the Company, as well as for transmitting proof of proxy which has been declared vis-à-vis the holder of proxy, or of its revocation, the following address may be used, to which in particular transmissions by are also possible: Axel Springer SE c/o C-HV AG Gewerbepark Ursensollen Telefax: / as@anmeldestelle.net

17 Proof of proxy may also be provided by producing the proxy on the day of the General Meeting at security (Einlasskontrolle). In the event that proxy is granted by way of declaration vis-à-vis the Company, no separate proof is required. As a service, we offer our shareholders the option to authorize a proxy appointed by the Company to exercise their voting right at the General Meeting. In this case, instructions for exercising the voting right must be issued together with the proxy. Holders of a proxy are obliged to vote according to their instructions. A form for the granting of proxy and for the voting instructions will be sent directly to our shareholders. Proxies granted in advance of the General Meeting to a proxy appointed by the Company must be received by the Company together with the voting instructions under the address provided above for granting and revocation of a proxy and for providing proof of proxy, or for the latter's revocation, respectively, no later than on 13 April 2018, 24:00 hours (midnight). Rights of the shareholders (motions, nominations, requests for information) Extension of the agenda Shareholders whose shares in total amount to the twentieth share of the share capital or the pro rata amount of 500,000 (corresponding to 500,000 shares) may request, pursuant to article 56 sentences 2 and 3 SE Regulation, section 50 (2) SEAG and section 122 (2) AktG, that items be added to the agenda and be announced. A substantiation or proposal for a resolution must be enclosed with each new item. The request is to be sent in writing to the Executive Board of the Company. It must be received by the Company at least 30 days before the meeting, that is by 18 March 2018, 24:00 hours (midnight). We ask that any supplementary requests be sent to the following address: Axel Springer SE Attn.: The Executive Board Postal address: Axel-Springer-Straße Berlin Germany Visitor address: Axel-Springer-Straße Berlin Germany Additional agenda items which are to be publicly announced will insofar as they were not announced at the time of convocation be announced in the German Federal Gazette (Bundesanzeiger) without undue delay after receipt of the request. They will also be published in the internet at

18 Counter-motions and proposed candidates Pursuant to section 126 (1) AktG, each shareholder is entitled to submit counter-motions to the proposed resolutions with regard to the items on the agenda. If the counter-motions are to be made accessible by the Company, they must be received by the Company together with their substantiations at least 14 days before the meeting, that is by 03 April 2018, 24:00 hours (midnight), at the following address: Axel Springer SE Investor Relations Postal address: Axel-Springer-Straße Berlin Germany Visitor address: Axel-Springer-Straße Berlin Germany Telefax: / ir@axelspringer.de Counter-motions addressed to a different address will not be made accessible. Subject to section 126 (2) and (3) AktG, counter-motions which are to be made accessible will be published in the internet at including the name of the shareholder and the substantiation, as well as possible statements of the boards in their regard. Pursuant to section 127 AktG, the aforementioned statements apply mutatis mutandis to the proposal of a shareholder for election of members of the Supervisory Board (insofar as this is an item on the agenda of the Annual General Meeting) and the proposal of auditors of financial statements. However, such proposals do not have to be substantiated. In addition to the reasons set forth in section 126 (2) AktG, the Executive Board does not need to make an election proposal accessible if, among other things, the proposal does not contain the name, exercised profession and place of residence of the candidate. Furthermore, proposals for the election of members of the Supervisory Board need not be made accessible if they do not contain details about memberships of the proposed candidate in other supervisory boards to be established pursuant to statutory provisions within the meaning of section 125 (1) sentence 5 AktG. Even if counter-motions and election proposals have been submitted to the Company in advance, they will be considered in the General Meeting only if they are also submitted or presented orally during the meeting. The right of the shareholders to make and submit counter-motions and election proposal at the General Meeting (insofar as this is an item on the agenda of the Annual General Meeting) without prior submission to the Company remains unaffected.

19 Right to information Pursuant to section 131 (1) AktG, each shareholder is, upon request during the General Meeting, to be provided information by the Executive Board concerning matters of the Company to the extent such information is necessary for proper assessment of an agenda item, and no right to withhold information applies. The Executive Board's obligation to provide information also extends to the legal and business relationships of Axel Springer SE with its affiliated companies. Furthermore, the obligation to provide information also relates to the situation of the Axel Springer Group and the companies included in the consolidated financial statements of Axel Springer SE. Subject to specific conditions which are further delineated in section 131 (3) AktG, the Executive Board may refuse to provide certain information. Furthermore, the chairman of the General Meeting is authorized to limit the shareholders' right to pose questions and to speak to a reasonable period of time in accordance with the provisions in article 20 (3) sentences 2 and 3 of the Company's Articles of Association. Further information Further information concerning the rights of the shareholders under article 56 sentences 2 and 3 SE Regulation, section 50 (2) SEAG, sections 122 (2), 126 (1), 127 and 131 (1) AktG are available in the internet at Broadcast of the General Meeting in the internet Pursuant to article 22 of the Company's Articles of Association, the chairman of the General Meeting may decide to permit audio and video broadcasting of the General Meeting, in whole or in part. It is intended to enable shareholders of the Company and other interested parties to follow the speech of the Chairman of the Executive Board at the General Meeting in the internet as live audio and video broadcast under It is, however, not intended to broadcast the General Meeting as a whole. After the General Meeting, a recording of the speech of the Chairman of the Executive Board will be made available in the internet at the above address. Publication of the invitation to the General Meeting and of other documents in connection with the General Meeting The information to be made accessible on the Company's homepage pursuant to section 124a AktG, in particular the invitation to the General Meeting, the documents to be made accessible in the meeting, the motions of shareholders and further information, are available in the internet at The results of voting at the General Meeting will be announced at the same internet address after the General Meeting.