FINAL DRAFT OF THE SPIN-OFF AND ASSUMPTION AGREEMENT REGARDING THE SUBSCRIPTION AGREEMENTS OF THE TV PROGRAM GUIDES FUNK UHR, BILDWOCHE AND TV NEU

Transcription

1 Convenience Translation In case of differences between the translation and the corresponding German language document, the content of the German language document is decisive. FINAL DRAFT OF THE SPIN-OFF AND ASSUMPTION AGREEMENT REGARDING THE SUBSCRIPTION AGREEMENTS OF THE TV PROGRAM GUIDES FUNK UHR, BILDWOCHE AND TV NEU

2 - 2 - Spin-off and Assumption Agreement between Axel Springer SE, with its registered office in Berlin, registered in the commercial register at the local court (Amtsgericht) Charlottenburg under HRB B, as the transferring entity hereinafter also referred to as "Axel Springer" or the "Transferring Entity" and the acquiring entity Siebzigste "Media" Vermögensverwaltungsgesellschaft mbh, with its registered office in Berlin, registered in the commercial register of the local court (Amtsgericht) Charlottenburg under HRB B, hereinafter also referred to as "TV Program Guides FBT Abo GmbH"

3 - 3 - Table of Content I. Introduction... 4 II. Spin-off, Spin-off date and balance sheet... 5 Section 1 Spin-off... 5 Section 2 Spin-off date... 6 Section 3 Determination of the Spin-off Assets, Spin-off balance sheet, closing balance sheet... 6 III. Subject of the Spin-off... 8 Section 4 Transfer of existing (active) Subscription Agreements and the corresponding rights and duties... 8 Section 5 Transfer of rights and duties existing under the Purchase Agreement... 9 Section 6 Transfer of terminated (inactive) Subscription Agreements and the corresponding data Section 7 Transfer of a bank account with a positive balance Section 8 Assets excluded from the transfer IV. Modalities for the transfer Section 9 Closing date Section 10 Catch-all provision Section 11 Duties of cooperation Section 12 Protection of creditors and internal compensation Section 13 Exclusion of Warranty V. Consideration and capital measures Section 14 Grant of a share and capital measures Section 15 No special rights and benefits VI. Consequences of the Spin-off under employment law Section 16 Consequences for the employees and their representative bodies VII. Other provisions Section 17 Costs and taxes Section 18 Coming into effect and reservation for withdrawal Section 19 Final provisions... 16

4 - 4 - I. Introduction 0.1 Axel Springer, with its registered office in Berlin, is registered in the commercial register at the local court (Amtsgericht) Charlottenburg under HRB B. The share capital of the Company at the time of conclusion of this Agreement is EUR 98,940,000 and is divided into 98,940,000 non-par value shares (Stückaktien), each representing a proportional amount of EUR 1 in the share capital. 0.2 TV Program Guides FBT Abo GmbH, with its registered office in Berlin, is registered in the commercial register at the local court (Amtsgericht) Charlottenburg under HRB B. The registered capital (Stammkapital) of the Company at the time of conclusion of this Agreement is EUR 25,000, consisting of one share of EUR 25,000. Axel Springer is the sole shareholder in TV Program Guides FBT Abo GmbH. 0.3 In a notarized contract (document number H 3368 for 2013 of the notary Dr. Armin Hauschild with offices in Düsseldorf) dated 18/19/20 December 2013 (the "Purchase Agreement"), Axel Springer sold certain activities involving advertising supplements, regional newspapers and magazines to FUNKE MEDIENGRUPPE GmbH & Co. KGaA and its subsidiaries. The magazine activities consist of the segments TV program guides and women's magazines. The TV program guide activities include the magazines FUNK UHR, Bildwoche, TV Neu, HÖRZU (including HÖRZU Digital), HÖRZU WISSEN, and TV Digital. Purchaser of the TV program guide activities is FUNKE Programmzeitschriften GmbH. 0.4 Part of the sold TV program guide activities consist also of the subscriber relationships of Axel Springer with end customers for the TV program guides FUNK UHR, Bildwoche, TV Neu in print or in so far as existing as a subscription also online and app editions or in other forms. Such subscription relationships are subscription contracts with end customers, especially in the form of so-called full subscriptions (Vollabonnements), preferred subscriptions (Vorzugsabonnements) and trial subscriptions (Probeabonnements) (hereinafter together, the "Subscription Agreements"). 0.5 Pursuant to the provisions in clause of the Purchase Agreement, these Subscription Agreements are supposed to be assumed by the purchaser with economic effect as of the closing of the Purchase Agreement. Between themselves (im Innenverhältnis) Axel Springer and the purchaser will treat each other economically as if the Subscription Agreements had already been legally transferred to the purchaser as of the closing of the Purchase

5 - 5 - Agreement. In particular, all earnings under the assumed Subscription Agreements will be for the account of the purchaser after the closing of the Purchase Agreement, and all expenses under the assumed Subscription Agreements will be borne by the purchaser. The accounting required for this is governed by the Agreement on the Accounting for Subscription Agreements after the Closing of the Purchase Agreement concluded on 28 February 2014 (document number Z 500 for 2014 of the notary Prof. Dr. Zimmermann with offices in Düsseldorf), concluded in order to specify the content of clause of the Purchase Agreement (the "Subscription Accounting Agreement"). Clause of the Purchase Agreement also contains the obligation of the respective purchaser vis-à-vis Axel Springer, to make sure, at the purchaser s expense, that the obligations owed to the end customers under the Subscription Agreements allocated to the assets that will be spun off will be fulfilled after the closing of the Purchase Agreement. 0.6 The legal transfer of the Subscription Agreements for the titles FUNK UHR, Bildwoche and TV Neu is supposed to be implemented by means of a spinoff to a subsidiary of Axel Springer, namely the company TV Program Guides FBT Abo GmbH, undertaken in accordance with the provisions of the Transformation Act (Umwandlungsgesetz) which then shall be sold and transferred to the purchaser after the closing of the Purchase Agreement and after the spin-off takes effect. 0.7 The spun off items are transferred in their entirety, together with all rights and duties pertaining thereto, by way of spin-off pursuant to section 123 paragraph 3 number 1 of the Transformation Act in exchange for granting one share in TV Program Guides FBT Abo GmbH as the acquiring entity (the "Acquiring Entity") (the "Spin-off"). Now, therefore, Axel Springer as the Transferring Entity and TV Program Guides FBT Abo GmbH as the Acquiring Entity agree as follows: II. Spin-off, Spin-off date and balance sheet Section 1 Spin-off 1.1 Axel Springer, as the transferring entity, is transferring by way of a spin-off pursuant to sections 123, paragraph 3 number 1, 126, paragraph 1 number 2 Transformation Act part of its assets, namely all of the sold TV program

6 - 6 - guide activities which relate to the Subscription Agreements regarding the TV program guides FUNK UHR, Bildwoche and TV Neu as specified in more detail in section 4.1 below, as well as the assets of the Transferring Entity specified in more detail in sections 5-7 below, together with all rights and duties pertaining thereto (hereinafter together, the "TV Program Guides Spin-off Assets" or the "Spin-off Assets"), in their entirety to TV Program Guides FBT Abo GmbH as the acquiring entity, in exchange for the grant of one new share in TV Program Guides FBT Abo GmbH to Axel Springer. 1.2 The assets, legal relationships, rights, data, commitments (Verbindlichkeiten), obligations (Verpflichtungen), liabilities (Haftungen) and duties of the Transferring Entity, which are not allocated to the TV Program Guides Spin-off Assets under this Spin-off Agreement or which are expressly excluded pursuant to section 8 of this Spin-off Agreement are not transferred under this Spin-off Agreement. Section 2 Spin-off date 2.1 The transfer of the Spin-off Assets of the Transferring Entity will take place in the relationship between the Transferring Entity and the Acquiring Entity effective as of 1 May 2014, 0:00 hours (the "Spin-off Date"). Starting at that point in time, the actions and transactions of the Transferring Entity with regard to the items forming part of the Spin-off Assets are deemed to have been carried out for the account of the Acquiring Entity. If a closing of the Purchase Agreement concerning the transfer of the TV program guides activities relating to FUNK UHR, Bildwoche and TV Neu sold by Axel Springer takes place only on or after 1 May 2014, 0:00 hours, the Spin-off Date will shift to the beginning of the month following the month in which a closing of the Purchase Agreement concerning the transfer of the TV program guides activities relating to FUNK UHR, Bildwoche and TV Neu sold by Axel Springer has occurred. 2.2 Until the Spin-off takes effect, the Transferring Entity will separately account for the TV Program Guides Spin-off Assets internally as if the Spin-off had already taken effect on the Spin-off Date. Section 3 Determination of the Spin-off Assets, Spin-off balance sheet, closing balance sheet

7 The items in the assets and liabilities (Gegenstände des Aktiv- und Passivermögens) attributable to the Spin-off Assets will be determined on the basis of the provisions set forth in sections 4 7 below and the corresponding Annexes to this Agreement. The Annexes will be updated per the Spin-off Date in the same manner. This also applies in the case of a shift in the Spin-off Date. In addition, a spin-off balance sheet will be prepared for the Spin-off Assets as per the Spin-off Date; such spin-off balance sheet will be developed using the Closing Balance Sheet (section 3.3) of the Transferring Entity and serves to determine the items in the assets and liabilities which must be entered in the accounts (bilanzierungspflichtige Gegenstände) as well as those rights and liabilities which do not have to be entered in the accounts. 3.2 The new entries and removals made between the Spin-off Date and the Closing Date (section 9) for items in the assets and liabilities as well as with regard to other rights (including surrogates, such as for example, claims for compensation, liquid funds received for receivables, etc.) and duties relating to the Spin-off Assets will be taken into account for purposes of the transfer. This means that Axel Springer transfers to the Acquiring Entity also those items in the assets and liabilities which are attributable to the Spin-off Assets as well as those other contractual and legal relationships which have been received by or have arisen in the Spin-off Assets between the Spin-off Date and the Closing Date. It also means that the items in the assets and liabilities and other contractual and legal relationships which end, are sold or are otherwise transferred prior to the Closing Date (in particular liquid funds which have been collected and have been passed on in application of the Subscription Accounting Agreement), or which no longer exist at that point in time, will accordingly not be transferred to the Acquiring Entity unless provided otherwise in section 6 below. The spin-off balance sheet and the Annexes have to be updated accordingly from the Spin-off Date up to the Closing Date (section 9). 3.3 The closing balance sheet of the Transferring Entity pursuant to sections 125, 17 paragraph 2 Transformation Act (the "Closing Balance Sheet") will be based on an audited and certified balance sheet of Axel Springer to be prepared by Axel Springer as of 30 April 2014, 24:00 hours. In the event of a shift in the Spin-off Date, the date for the Closing Balance Sheet shifts accordingly. Axel Springer undertakes to prepare the Closing Balance Sheet in accordance with the provisions on the annual balance sheet and the audit of the annual financial balance sheet, and to have the Closing Balance Sheet audited.

8 - 8 - III. Subject of the Spin-off The Spin-off Assets of Axel Springer include exclusively those assets, legal relationships, rights, data and liabilities described in more detail in sections 4-7 below of this Spin-off Agreement. Other assets, legal relationships, rights, data or liabilities, especially the assets expressly excluded from the transfer pursuant to section 8 of this Spin-off Agreement, are not transferred by this Spin-off Agreement. Section 4 Transfer of existing (active) Subscription Agreements and the corresponding rights and duties With regard to the existing (active), that is not yet completely fulfilled, Subscription Agreements (including those in which the balances still show outstanding positions), the following provisions are agreed: 4.1 Axel Springer transfers to TV Program Guides FBT Abo GmbH all existing Subscription Agreements for the TV program guides FUNK UHR, Bildwoche and TV Neu. Those Subscription Agreements as described above and existing on 1 January 2014, 0:00 hours, are listed in Annex 4.1 including the respective order number, as well as, in the case of so-called print subscriptions, additionally the item number in the subscription administration system of the Transferring Entity. The transfer of the Subscription Agreements includes the transfer to TV Program Guides FBT Abo GmbH of: a) all rights and duties arising under the Subscription Agreements transferred pursuant to section 4.1, and which relate to the period of time after the Spin-off Date; in the case of receivables, however, only if they are invoiced after the Spin-off Date; b) all agreements for the debit authorization procedure (Lastschriftverfahren) or unilaterally issued debit authorizations (Lastschriftermächtigungen) which exist between the end customer and the Transferring Entity or which have been issued by the end customer to the Transferring Entity, as well as all related SEPA debit instructions (SEPA-Lastschrift-Mandate) with regard to any Subscription Agreement transferred pursuant to section 4.1 The rights transferred pursuant to section 4.1 litera a) in the form of surrogates also include amounts which are collected for net claims relating

9 - 9 - to transferred Subscription Agreements, which are invoiced after the Spin-off Date and which have not yet been passed on to the Purchaser in application of the Subscription Accounting Agreement at the time of the closing (section 9). 4.2 Upon the Spin-off taking effect (section 9), the Acquiring Entity will be granted access to the actual personal data at the disposal of Axel Springer and relating to the existing Subscription Agreements, with regard to which Axel Springer is the responsible entity (verantwortliche Stelle) within the meaning of the Data Protection Act (Bundesdatenschutzgesetz). Personal data within the meaning of section 4.2 only refers to the kind of data listed in Annex 4.2. Access will initially be granted by the personal data being processed by Axel Springer or a subsidiary of Axel Springer on behalf of the Acquiring Entity starting on the Closing Date (section 9). For this purpose, the Acquiring Entity, which will be the responsible entity within the meaning of section 3 paragraph 7 Data Protection Act from the Spin-off taking effect, will conclude an agreement on outsourced data processing (Auftragsdatenverarbeitung) (section 11 Data Protection Act) with Axel Springer or the relevant subsidiary of Axel Springer. Section 5 Transfer of rights and duties existing under the Purchase Agreement With regard to the rights and duties of Axel Springer under the Purchase Agreement which are stated in this section, to the extent that these rights and duties relate to the period after the Spin-off Date, the following is agreed: 5.1 Axel Springer will transfer to TV Program Guides FBT Abo GmbH all of Axel Springer's claims against FUNKE Programmzeitschriften GmbH under clause of the Purchase Agreement, in particular the claim that FUNKE Programmzeitschriften GmbH will make sure at its own expense that the obligations under the existing Subscription Agreements allocated to the Spin-off Assets will be fulfilled after the closing of the Purchase Agreement. 5.2 Axel Springer will transfer to TV Program Guides FBT Abo GmbH all of its obligations under clause of the Purchase Agreement, following the closing of the Purchase Agreement, in particular the obligation to pass on the proceeds from the existing Subscription Agreements attributable to the

10 Spin-off Assets to FUNKE Programmzeitschriften GmbH, as specified in the Subscription Accounting Agreement. Section 6 Transfer of terminated (inactive) Subscription Agreements and the corresponding data With regard to the terminated (inactive), that is completely fulfilled Subscription Agreements, for which the balances no longer show any open positions, and the corresponding personal data which is conclusively listed in Annex 6, the following provisions are agreed: 6.1 Axel Springer will transfer to TV Program Guides FBT Abo GmbH all Subscription Agreements for the TV program guides FUNK UHR, Bildwoche and TV Neu which as per the Closing Date (section 9)have been terminated for no longer than 24 months. The Subscription Agreements which have been terminated for no longer than 24 months as per 1 January 2014, 0:00 hours, are listed in Annex 6.1 under the respective order number as well as in the case of so-called printsubscriptions, additionally the item number from the subscription administration system of the Transferring Entity. In addition to the terminated Subscription Agreements which are being transferred, the actual personal data pursuant to Annex 6 relating to the Subscription Agreements and at the disposal of Axel Springer will be transferred to TV Program Guides FBT Abo GmbH, to the extent that Axel Springer is the responsible entity for such data within the meaning of the Data Protection Act. 6.2 The transfer of the personal data under this section 6 will initially take place by granting access to such data in such a manner that the personal data will be processed by Axel Springer or a subsidiary of Axel Springer on behalf of the Acquiring Entity starting on the Closing Date (section 9). For this purpose, the Acquiring Entity, which will be the responsible entity within the meaning of section 3 paragraph 7 Data Protection Act from the Spin-off taking effect, will conclude an agreement on outsourced data processing (Auftragsdatenverarbeitung) (section 11 Data Protection Act) with Axel Springer or the relevant subsidiary of Axel Springer.

11 Section 7 Transfer of a bank account with a positive balance 7.1 Axel Springer will transfer to TV Program Guides FBT Abo GmbH the bank account with the IBAN DE , BIC DEUTDEHH at Deutsche Bank Hamburg, together with the corresponding current account agreement (Girovertrag) and the balance that is held in such bank account. 7.2 Axel Springer undertakes to make sure that a positive balance of EUR 1,000 exists in the transferred bank account as of the closing. Section 8 Assets excluded from the transfer The following assets do not form part of the Spin-off Assets and are excluded from the transfer under this Spin-off Agreement: 8.1 Consents to advertising for direct marketing (so-called "opt-ins") which have been issued to Axel Springer, be it from end customers of the transferred Subscription Agreements, other end customers or non-customers; 8.2 the bank accounts of Axel Springer and the corresponding current account agreements which serve to process the payments of subscription charges; 8.3 all rights and duties of Axel Springer under the Subscription Agreements transferred pursuant to section 4 or section 6 above and which relate to the time period prior to the Spin-off Date; 8.4 claims under the transferred Subscription Agreements which were invoiced prior to the Spin-off Date; 8.5 contracts of Axel Springer concluded in connection with the administration of the transferred Subscription Agreements, or of the corresponding personal data of end customers, as well as any rights and duties under such contracts. IV. Modalities for the transfer Section 9 Closing date

12 The transfer of the items in the assets and liabilities encompassed by the Spin-off and the other rights and duties and legal positions of the Transferring Entity will be effected in rem (dinglich) at the time of the registration of the Spin-off in the commercial register for the Transferring Entity (the "Closing Date"). Section 10 Catch-all provision 10.1 To the extent that certain items in the assets and liabilities or other rights and duties or legal positions, especially under contracts, as well as data, which are supposed to transfer to the Acquiring Entity under this Spin-off Agreement do not already transfer to the Acquiring Entity by force of law upon registration of the Spin-off, the Transferring Entity will transfer these items in the assets and liabilities and the other rights and duties or legal positions, as well as data to the Acquiring Entity. If the transfer to the Acquiring Entity is not possible in with effect in relation to third parties (im Außenverhältnis) or is only possible with disproportionately high expense (Aufwand) or if the transfer is inexpedient, the Transferring Entity and the Acquiring Entity will treat each other, between the parties (im Innenverhältnis), as if the transfer had taken place also with effect in relation to third parties (im Außenverhältnis) as of the Spin-off Date To the extent that the transfer of certain items in the assets and liabilities or other rights and duties as well as data requires the consent of third parties or an approval under public law (öffentlich-rechtliche Genehmigung), the Transferring Entity and the Acquiring Entity will use their efforts to obtain such consent or approval. If the consent or approval cannot be obtained or can only be obtained with disproportionately high expense (Aufwand), the provision under the preceding section 10.1 sentence 2 applies accordingly in the relation between the two companies To the extent that certain items in the assets and liabilities, rights and duties, contracts or other legal positions as well as data are not supposed to transfer under this Spin-off Agreement but are transferred to the Acquiring Entity by effect of law, the Acquiring Entity is required to transfer these items back to or indemnify the Transferring Entity. The Acquiring Entity will initiate any necessary or appropriate measures in this regard at the expense of the Transferring Entity, and the Acquiring Entity will cooperate in any necessary or appropriate legal acts in order to transfer the rights back to the Transferring Entity. The Parties will treat each other between the parties (im Innenverhältnis) as if the assets and rights mentioned in sentence 1 had not transferred.

13 The above provision of section 10.3 applies accordingly if items in the assets and liabilities, rights and duties, contracts or other legal positions transfer under this Spin-off Agreement which have been mistakenly allocated to the Spin-off Assets. Section 11 Duties of cooperation 11.1 The Transferring Entity and the Acquiring Entity will issue any declarations and any documents and take any other actions which might still be necessary or appropriate in connection with the transfer of the Spin-off Assets The parties will support each other in the case of proceedings before public authorities, in particular in external tax audits and in tax disputes and other disputes which relate to time periods up to the Closing Date. In particular, the parties will provide to each other any information and records which are necessary or appropriate in order to fulfill the requirements of tax authorities and other authorities or to provide proof to tax authorities or other authorities or courts, and the parties will mutually use their efforts to have their employees provide reasonable support. This does not affect statutory obligations to maintain confidentiality. Section 12 Protection of creditors and internal compensation 12.1 If and to the extent that claims are asserted by creditors against the Transferring Entity due to the provisions of section 133 Transformation Act or other provisions for liabilities and obligations which are supposed to be transferred to the Acquiring Entity in accordance with the provisions of this Agreement, the Acquiring Entity must indemnify the Transferring Entity upon first demand against the respective commitment (Verbindlichkeit), obligation (Verpflichtung) or liability (Haftung). The same applies if claims for the posting of security are asserted against the Transferring Entity by such creditors Vice versa, if and to the extent that claims are asserted by creditors against the Acquiring Entity on the basis of the provisions of section 133 Transformation Act or other provisions for liabilities and obligations which are not supposed to be transferred to the Acquiring Entity under this Agreement, the Transferring Entity must indemnify the Acquiring Entity on first demand

14 against the respective commitment (Verbindlichkeit), obligation (Verpflichtung) or liability (Haftung). This also applies in the event that claims for the posting of security are asserted against the Acquiring Entity by such creditors. Section 13 Exclusion of Warranty The Transferring Entity does not give any warranty for the nature (Beschaffenheit) and the existence of the items in the assets and liabilities which are transferred by the Transferring Entity in accordance with this Agreement. Claims of the Acquiring Entity under warranty of any kind whatsoever and having any basis whatsoever against the Transferring Entity are hereby expressly excluded. This applies in particular for claims resulting from culpable violation of pre-contractual duties (culpa in contrahendo), violation of ancillary contractual duties (positive Forderungsverletzung) and/or the violation of contractual, pre-contractual or statutory obligations. All rights of withdrawal are also excluded in this regard. V. Consideration and capital measures Section 14 Grant of a share and capital measures 14.1 Axel Springer will receive as consideration for the spin-off of the TV Program Guides Spin-off Assets to the acquiring entity TV Program Guides FBT Abo GmbH one new share in TV Program Guides FBT Abo GmbH in the nominal amount of EUR 1, In order to implement the Spin-off, the Acquiring Entity will increase its registered capital by EUR 1,000 from EUR 25,000 to EUR 26,000 by issuing one new share in the nominal amount of EUR 1, The new share is granted the right to participate in profits starting on 1 May If the Spin-off Date shifts pursuant to section 2.1 above, the beginning of the entitlement of the new share to participate in profits shifts accordingly. Section 15 No special rights and benefits

15 Rights or other measures for individual shareholders or for the holders of special rights within the meaning of section 126 paragraph 1 number 7 Transformation Act are not granted and are also not intended to be granted Special benefits within the meaning of Section 126, paragraph 1, number 8 Transformation Act, especially for members of the executive board, the managing directors or members of the supervisory board of the entities participating in the Spin-off or for an auditor of an involved entity are not granted. VI. Consequences of the Spin-off under employment law Section 16 Consequences for the employees and their representative bodies 16.1 No employees of Axel Springer pertain to the Spin-off Assets, in particular to the Subscription Agreements. Therefore, neither employment relationships nor an establishment (Betrieb) or part of an establishment within the meaning of employment law will transfer to the Acquiring Entity. The Spin-off will not have any effects on existing collective bargaining agreements or shop agreements. The Spin-off also has no effects on existing termination protection accorded by statutory law, collective bargaining agreements or otherwise. It finally also has no effects on employee representation through works councils TV Program Guides FBT Abo GmbH has no employees. VII. Other provisions Section 17 Costs and taxes 17.1 The costs incurred at this or at a later time as a consequence of the notarization of this Spin-off Agreement and of its implementation are borne by the Acquiring Entity. Each party bears the costs for its own general shareholders meeting or shareholders meeting, as well as the costs for filing and registration in its commercial register. These provisions also apply if the Spin-off does not take effect.

16 The Transferring Entity and the Acquiring Entity expect that the Spin-off will not result in any value added tax. If, contrary thereto, the Spin-off does result in value added tax, the Acquiring Entity must reimburse such tax to the Transferring Entity upon submission of a proper invoice. Section 18 Coming into effect and reservation for withdrawal 18.1 This Spin-off Agreement only takes effect upon the consent of the general shareholders meeting of Axel Springer and the shareholders meeting of the Acquiring Entity. The Spin-off requires the registration in the commercial register for the contract parties in order to become effective. The filing of the Spin-off to the commercial register may only be effected after the closing of the Purchase Agreement for the transfer of the TV program guides FUNK UHR, Bildwoche and TV Neu sold by Axel Springer has been completed If the Spin-off under this Spin-off Agreement has not taken effect by the end of 15 February 2015 by registration in the commercial register of the Transferring Entity, each Party has the right to withdraw from this Spin-off Agreement with immediate effect Furthermore, each Party has the right to withdraw from this Spin-off Agreement if Axel Springer makes use of its right under clause of the Purchase Agreement and requests for the titles FUNK UHR, Bildwoche and TV Neu not to be sold to the FUNKE Media Group In the event of a withdrawal from this Spin-off Agreement of one of the parties, each party has the right to withdraw the application filed by that Party with the commercial register for registration. Section 19 Final provisions 19.1 The place of jurisdiction for all disputes arising under this Spin-off Agreement is Berlin Amendments and supplements to this Spin-off Agreement, including the contracting out of this provision itself, require the written form unless stricter form requirements are prescribed by law.

17 The Annexes are a material part of this Spin-off Agreement If one or more provisions of this Spin-off Agreement are or become completely or partially void, invalid or unenforceable, this does not affect the validity of this Spin-off Agreement or of its other provisions. Instead of the void, invalid or unenforceable provision, that provision applies which comes as close as possible in terms of form, substance, time, measurement and scope to what the Transferring Entity and the Acquiring Entity had intended as the economic intent and purpose of the void, invalid or unenforceable provision. This applies accordingly for any gaps in this Spin-off Agreement.

18 Table of Annexes Annex 4.1 Annex 4.2 Annex 6 Annex 6.1 (Active) Subscription Agreements for the TV Program guides FUNK UHR, Bildwoche and TV Neu as existing on 1 January 2014 Actual personal data relating to the existing (active) Subscription Agreements Actual personal data relating to the terminated (inactive) Subscription Agreements (Inactive) Subscription Agreements for the TV Program guides FUNK UHR, Bildwoche and TV Neu as terminated by 1 January 2014