Axel Springer SE Berlin. Invitation to the Shareholders' Meeting

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. Axel Springer SE Berlin ISIN DE (WKN ) ISIN DE (WKN ) Invitation to the Shareholders' Meeting We hereby invite our shareholders to the ordinary Shareholders' Meeting for the year 2014 on 16 April 2014, at 10:00 hours in the ESTREL CONVENTION CENTER, Sonnenallee 225, D Berlin. Agenda: 1. Presentation of the established annual financial statements of Axel Springer SE and the approved consolidated financial statements as of 31 December 2013 together with the consolidated management report of Axel Springer SE and the Group for the fiscal year 2013 (including the explanatory report of the Management Board pursuant to section 176 paragraph 1 sentence 1 of the Stock Corporation Act (Aktiengesetz) 1 on the disclosure of takeover provisions in accordance with section 289 paragraph 4 and section 315 paragraph 4 of the Commercial Code (Handelsgesetzbuch) and the explanatory report of the Management Board on the key features of the internal control and risk management system with regard to the accounting process pursuant to section 289 paragraph 5 and section 315 paragraph 2 number 5 of the Commercial Code), as well as the report by the Supervisory Board 1 The norms applicable to stock corporations (Aktiengesellschaften) with registered seat in Germany, in particular the norms of the Commercial Code (Handelsgesetzbuch) and of the Stock Corporation Act (Aktiengesetz) are also applied to Axel Springer SE pursuant to article 5, article 9 paragraph 1 litera 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) (the "SE-Regulation") unless determined otherwise by the SE-Regulation.

2 - 2 - The above-mentioned documents are available on the internet page of Axel Springer SE at from the time the Shareholders' Meeting is convened. They will also be held available at the Shareholders' Meeting of Axel Springer SE. In compliance with the statutory provisions, it is not intended to pass a resolution for agenda item 1 as the Supervisory Board has already approved the annual financial statements and the consolidated financial statements. 2. Appropriation of profits The Supervisory Board and the Management Board propose to allocate the entire profit shown on the balance sheet in the amount of EUR 178,092,000 for payment of a dividend for the fiscal year 2013 in the amount of EUR 1.80 per non-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 Shareholders' Meeting. In such a case, an adjusted proposal for the appropriation of profits will be submitted to the Shareholders' Meeting which takes into account such change but remains unchanged in respect of the distribution of EUR 1.80 per non-par value share entitled to dividends. 3. Discharge of the members of the Management Board of Axel Springer Aktiengesellschaft and Axel Springer SE for the fiscal year 2013 The Supervisory Board and the Management Board propose to discharge the members of the Management Board of Axel Springer Aktiengesellschaft and Axel Springer SE who were in office in the fiscal year 2013 for such period. 4. Discharge of the members of the Supervisory Board of Axel Springer Aktiengesellschaft and Axel Springer SE for the fiscal year 2013 The Supervisory Board and the Management Board propose to discharge the members of the Supervisory Board of Axel Springer Aktiengesellschaft and Axel Springer SE who were in office in the fiscal year 2013 for such period. It is intended to have the Shareholders' 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 Aktiengesellschaft and Axel Springer SE who were in office in the fiscal year 2013, 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 Aktiengesellschaft and Axel Springer SE. 5. New elections to the Supervisory Board The term in office of the members of the first Supervisory Board of Axel Springer SE will end with the close of the Shareholders' Meeting convened for 16 April 2014 which is intended to pass a resolution on the discharge of the Supervisory Board members for the fiscal year Pursuant to article 40

3 - 3 - paragraph 3 of the SE-Regulation, section 17 paragraph 1 of the Law Enacting the SE-Regulation (SE-Ausführungsgesetz) in conjunction with section 9 paragraph 1 sentence 1 of the Articles of Association of the Company, the Supervisory Board consists of nine members. Pursuant to section 17 paragraph 2 of the Law Enacting the SE -Regulation and section 39 paragraph 1 number 2 of the SE Participation Act (SE-Beteiligungsgesetz), it only has members representing the shareholders. The Supervisory Board proposes the election of the following individuals as members of the Supervisory Board for a term in office lasting until the end of the shareholders' meeting which decides about the discharge of the members for the fiscal year 2018, however no longer than six years: a) Mr. Oliver Heine, attorney at law and partner of the law firm Heine & Partner, Hamburg, b) Mr. Rudolf Knepper, entrepreneur, Hamburg, c) Mr. Lothar Lanz, member of the Management Board of Axel Springer SE with responsibility for HR, finance and services (until the point in time immediately preceding the close of the Shareholders' Meeting convened for 16 April 2014); in the event of his election as member of the Supervisory Board of Axel Springer SE, thereafter: member of the Supervisory Board of Axel Springer SE, Berlin, d) Dr. Nicola Leibinger-Kammüller, Chairwoman of the managing directors of TRUMPF GmbH + Co KG, Gerlingen, e) Prof. Dr. Wolf Lepenies, professor (em.) at FU Berlin; Permanent Fellow (em.) of the Institute of Advanced Studies of Berlin (Wissenschaftskolleg zu Berlin), Berlin, f) Prof. Dr. Wolfgang Reitzle, CEO of Linde AG, Munich, g) Dr. h.c. Friede Springer, Vice-chairwoman of the Supervisory Board of Axel Springer SE, Berlin, h) Mr. Martin Varsavsky, CEO of Fon Wireless Limited, Madrid, Spain, as well as i) Dr. Giuseppe Vita, Chairman of the Supervisory Board of Axel Springer SE, Milan, Italy. Axel Springer Gesellschaft für Publizistik GmbH & Co, which holds more than 25 % of the voting rights in Axel Springer SE, has proposed pursuant to section 100 paragraph 2 sentence 1 number 4 of the Stock Corporation Act to elect Mr. Lothar Lanz, with residence in Berlin, to the Supervisory Board. Mr. Lanz will retire from the Management Board of Axel Springer SE immediately prior to the close of the Shareholders' Meeting convened for 16 April 2014.

4 - 4 - The nominations by the Supervisory Board are based on the recommendation of the nomination committee of the Supervisory Board and take into account the objectives for the composition of the Supervisory Board of Axel Springer SE as confirmed by the Supervisory Board of Axel Springer SE in July 2013, which were also adopted and confirmed, respectively, by the Supervisory Board of Axel Springer Aktiengesellschaft in accordance with clause of the German Corporate Governance Code (Deutscher Corporate Governance Kodex) in its meetings in October 2010 and October 2012, respectively. The Shareholders' Meeting of the Company is not bound by the nominations. It is intended to have the Shareholders' Meeting decide about the elections to the Supervisory Board by voting on them individually. Pursuant to clause sentence 3 of the German Corporate Governance Code, attention is drawn to the fact that in the case of his election to the Supervisory Board, Dr. Giuseppe Vita is supposed to be proposed as a candidate to become chairman of the Supervisory Board. 6. Consent to the Spin-off and Assumption Agreements In December 2013, Axel Springer SE sold its German regional newspapers as well as its TV program guides and women's magazines to FUNKE Media Group. For the closing of the transaction, among other items, the required merger control clearances by the competent public authorities are still outstanding. It is anticipated that the outstanding decisions of the competent public authorities can be obtained and the closing of the transaction can take place in the first half of the year Upon the closing, all sold activities shall be transferred to companies of the FUNKE Media Group by way of individual legal succession under civil law (zivilrechtliche Einzelrechtsnachfolge), except for the subscription agreements of Axel Springer SE with end customers which form part of the sold activities. According to the agreements with FUNKE Media Group, such subscription agreements for the regional newspaper Hamburger Abendblatt, the women's magazines BILD der Frau, BILD der Frau Gut Kochen & Backen, BILD der Frau Schlank & Fit, as well as FRAU von HEUTE, and the TV program guides TV Neu, HÖRZU (including HÖRZU Digital), HÖRZU Wissen, BILDWOCHE, TV DIGITAL and FUNK UHR shall be operated by Axel Springer SE for the account of the FUNKE Media Group and shall be legally transferred by way of spin-off (Ausgliederung zur Aufnahme) to special purpose subsidiaries of Axel Springer SE in accordance with the Transformation Act (Umwandlungsgesetz). Immediately after the spin-offs take effect, such subsidiaries shall be sold and transferred by Axel Springer SE to companies of FUNKE Media Group. In order to spin off the subscription agreements for the regional newspaper Hamburger Abendblatt and the women's magazines BILD der Frau, BILD der Frau Gut Kochen & Backen, BILD der Frau Schlank & Fit, as well as FRAU von HEUTE and other ancillary assets, Axel Springer SE, as the transferring entity, on 4 March 2014 concluded a spin-off and assumption agreement

5 - 5 - (document number R 174/2014 of the notary Hans-Hermann Rösch with offices in Berlin) with Achtundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, and Neunundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, as the respective acquiring entity. In order to spin off the subscription agreements for the TV program guides TV Neu, BILDWOCHE and FUNK UHR and other ancillary assets, Axel Springer SE, as the transferring entity, on 4 March 2014 concluded a spin-off and assumption agreement (document number R 174/2014 of the notary Hans-Hermann Rösch with offices in Berlin) with Siebzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, as the acquiring entity. In order to spin off the subscription agreements for the TV program guides HÖRZU (including HÖRZU Digital), HÖRZU Wissen and TV DIGITAL and other ancillary assets, Axel Springer SE, as the transferring entity, on 4 March 2014 concluded a spin-off and assumption agreement (document number R 174/2014 of the notary Hans-Hermann Rösch with offices in Berlin) with Einundsiebzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, as the acquiring entity. Each spin-off and assumption agreement requires the consent of the Shareholders' Meeting of Axel Springer SE and the shareholders meeting of the respective acquiring entity, as well as registration in the commercial registers for the respective involved legal entities, in order to become effective. The shareholders' meetings of the respective acquiring entities have already granted their consent. The spin-offs shall only take effect after the closing of the purchase agreement with FUNKE Media Group. The Management Board and the Supervisory Board of Axel Springer SE propose to resolve as follows: a) The spin-off and assumption agreement between Axel Springer SE and Achtundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh and Neunundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh dated 4 March 2014 (document number R 174/2014 of the notary Hans-Hermann Rösch, Berlin) is approved. The Management Board is instructed to file the spin-off for registration in the commercial register no sooner than the closing of the purchase agreement for the transfer of the regional newspaper and women's magazine activities sold by Axel Springer SE to FUNKE Media Group has been completed. b) The spin-off and assumption agreement between Axel Springer SE and Siebzigste "Media" Vermögensverwaltungsgesellschaft mbh dated 4 March 2014 (document number R 174/2014 of the notary Hans- Hermann Rösch, Berlin) is approved. The Management Board is instructed to file the spin-off for registration in the commercial register no sooner than the closing of the purchase agreement for the transfer of the TV program guide activities TV Neu, BILDWOCHE and FUNK UHR sold by Axel Springer SE to FUNKE Media Group has been completed.

6 - 6 - c) The spin-off and assumption agreement between Axel Springer SE and Einundsiebzigste "Media" Vermögensverwaltungsgesellschaft mbh dated 4 March 2014 (document number R 174/2014 of the notary Hans- Hermann Rösch, Berlin) is approved. The Management Board is instructed to file the spin-off for registration in the commercial register no sooner than the closing of the purchase agreement on the transfer of the TV program guide activities HÖRZU (including HÖRZU Digital), HÖRZU Wissen and TV DIGITAL sold by Axel Springer SE to FUNKE Media Group has been completed. The material content of the above-described spin-off and assumption agreements is set forth in the following sample contract text which is in substance identical in all three spin-off and assumption agreements. The individual spin-off and assumption agreements are different with regard to the individual titles of the newspapers and magazines which form partof the assets being spun off. Special aspects relating to the spin-off and assumption agreement for the spin-off of the subscription agreements for the TV program guides HÖRZU (including HÖRZU Digital), HÖRZU Wissen and TV DIGITAL with Einundsiebzigste "Media" Vermögensverwaltungsgesellschaft mbh will be addressed separately below. This is also the case for the spin-off and assumption agreement for the spin-off of the subscription agreements for the TV program guides TV Neu, BILDWOCHE and FUNK UHR with Siebzigste "Media" Vermögensverwaltungsgesellschaft mbh. With respect to the spin-off and assumption agreement for the spin-off of the subscription agreements for the regional newspaper Hamburger Abendblatt and the women's magazines with Achtundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh and Neunundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh, it must be taken into account that there are two sets of assets to be spun off and two acquiring legal entities. The assets attributable to the regional newspaper Hamburger Abendblatt will be spun off and transferred to Achtundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh, and the assets attributable to the sold women's magazines will be spun off and transferred to Neunundsechzigste "Media" Vermögensverwaltungsgesellschaft mbh. The material content of the spin-off and assumption agreements reads: "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

7 - 7 - hereinafter also referred to as "Axel Springer" or the "Transferring Entity" and the "Acquiring Entity" "Media" Vermögensverwaltungsgesellschaft mbh, with its registered office in Berlin, registered in the commercial register of the local court (Amtsgericht) Charlottenburg under HRB Number B, hereinafter also referred to as "Abo GmbH" 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 Abo GmbH, with its registered office in Berlin, is registered in the commercial register at the local court (Amtsgericht) Charlottenburg under HRB Number 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 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 as purchasers. The activities consist of the segments TV program guides, regional newspapers and women's magazines. The individual titles of the TV program guides, regional newspapers and women's magazines form part of the individual segments.

8 Part of the sold activities consist also of the subscriber relationships of Axel Springer with end customers for individual titles 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 respective 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 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 visà-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 is supposed to be implemented by means of a spin-off to a subsidiary of Axel Springer, namely the company 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 Abo GmbH as the acquiring entity (the "Acquiring Entity") (the "Spin-off").

9 - 9 - Now, therefore, Axel Springer as the Transferring Entity and 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 activities allocated to the relevant titles and the Subscription Agreements relating thereto 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 "Assets" or the "Spin-off Assets"), in their entirety to Abo GmbH as the acquiring entity, in exchange for the grant of one new share in 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 Spin-off Assets under this Spin-off Agreement or which are expressly excluded from the transfer 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 "Spinoff 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 activities in regard of the respective titles 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 activities in regard of the respective titles sold by Axel Springer has occurred.

10 Until the Spin-off takes effect, the Transferring Entity will separately account for the 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 3.1 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 and those other contractual and legal relationships which have been received by or have arisen in the Spinoff 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,

11 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. 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 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 Abo GmbH all existing Subscription Agreements for the relevant titles. 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 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 Spinoff Date; b) all agreements for the debit authorization procedure (Lastschriftverfahren) or unilaterally issued debit authorizations (Lastschriftermächtigungen) existing 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

12 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 to transferred Subscription Agreements, and which are invoiced after the Spin-off Date and 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, and 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, and 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 Abo GmbH all of Axel Springer's claims against the purchaser under clause of the Purchase Agreement, in particular the claim that the purchaser 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 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 Spin-off Assets to the purchaser as further specified in the Subscription Accounting Agreement.

13 Section 6 Transfer of terminated (inactive) Subscription Agreements and the corresponding data With regard to the terminated (inactive) Subscription Agreements, that is completely fulfilled 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 Abo GmbH all Subscription Agreements for the titles which 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 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 print-subscriptions, additionally the item number from the subscription administration system of the Transferring Entity. In addition to the terminated Subscription Agreements which are transferred, the personal data pursuant to Annex 6 relating to the Subscription Agreements and which is at the disposal of Axel Springer will be transferred to 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. Section 7 Transfer of a bank account with a positive balance 7.1 Axel Springer will transfer to Abo GmbH the bank account with IBAN number, BIC number 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.

14 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 noncustomers; 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 The transfer of the items in the assets and liabilities encompassed by the Spinoff 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, in particular 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

15 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 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 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

16 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 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.

17 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 Spinoff Assets to the acquiring entity Abo GmbH one new share in 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 15.1 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.

18 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 with its commercial register. These provisions also apply if the Spin-off does not take effect The Transferring Entity and the Acquiring Entity expect that the Spinoff will not result in any value added tax. If, contrary thereto, the Spinoff 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 relevant titles 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 for the Transferring Entity, each Party has the right to withdraw from this Spin-off Agreement with immediate effect, and the right to withdraw the request submitted by that Party for registration in the commercial register. Section 19 Final provisions 19.1 The place of jurisdiction for all disputes arising under this Spin-off Agreement is Berlin.

19 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 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." The spin-off and assumption agreement with Einundsiebzigste "Media" Vermögensverwaltungsgesellschaft mbh also contains the following additional provisions in its section 4.3: "With regard to the Subscription Agreements between the end customers and the companies belonging to the Sky Group (Sky Deutschland AG, local court (Amtsgericht) Munich under HRB , and the companies it controls) concerning the magazine TV Digital, which were transferred from Axel Springer to companies of the Sky Group with the consent of the relevant end customer and subject to a condition subsequent, and with regard to which the respective end customer has granted consent to them being transferred back to Axel Springer, Axel Springer transfers all legal positions to the Acquiring Entity. The above mentioned Subscription Agreements which exist on 1 January 2014, 0:00 hours, and with regard to which the end customer has granted its consent to a transfer back to Axel Springer, are listed in Annex 4.3, stating the respective order and item number in the subscription administration system of the Transferring Entity, and the reference number for the subscription administration system of Sky Deutschland Fernsehen GmbH & Co. KG and Sky Österreich GmbH. To the extent that Axel Springer is the responsible entity within the meaning of the Data Protection Act for the personal data relating to the above mentioned Subscription Agreements and which is actually at the disposal of Axel Springer, the Acquiring Entity will be granted access to this data. In this regard, section 4.2 paragraph 2 applies accordingly." The Spin-off and Assumption Agreement between Axel Springer SE and Siebzigste "Media" Vermögensverwaltungsgesellschaft mbh contains the following additional provision in its section 18: "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

20 Purchase Agreement and requests for the titles FUNK UHR, Bildwoche and TV Neu not to be sold to the FUNKE Media Group." The annexes which form a material part of each spin-off and assumption agreement each have the following material content: Annex 4.1 lists in each case the existing (active) subscription agreements for the relevant newspapers or magazines, stating the respective item number in the subscription administration systems. Annex 4.2 lists in each case the personal data of end customers relating to the existing (active) subscription agreements for the relevant newspaper or magazine and which Axel Springer actually possesses. The personal data in substance comprises the name, address, bank details of the end customer, as well as details about the subscription, delivery information, outstanding positions and customer complaints. Annex 6 contains in each case the personal data for terminated (inactive) subscription agreements which are transferred to the Acquiring Entity together with the terminated subscription agreements for the relevant newspaper or magazine. The scope of data is reduced compared to that of the data for the active subscription agreements; in particular the banking details, forwarding information and outstanding positions do not form part thereof. Annex 6.1 contains a list of all terminated subscription agreements for the relevant newspaper or magazine which have been terminated for no more than 24 months as of 1 January 2014, 0:00 hours, stating the respective item number in the subscription administration systems. The spin-off and assumption agreement with Einundsiebzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, contains in Annex 4.3 a list of the item numbers of the subscription agreements between the end customers and companies of the Sky Group for the magazine TV Digital, with regard to which the end customer has granted its consent to a transfer back to Axel Springer SE. The following documents can be accessed from the time of issuance of the invitation to the Shareholders Meeting using the internet page of Axel Springer SE at , and will also be made available at the Shareholders Meeting of Axel Springer SE: the above mentioned spin-off and assumption agreements, the corresponding, respective joint spin-off reports pursuant to section 127 Transformation Act as well as (to the extent these exist) the annual financial statements and the management reports for the last three fiscal years for the respective contracting parties.

21 Appointment of the auditors for the annual financial statements and the consolidated financial statements, respectively, as well as for the auditory review of the half-yearly financial report and appointment of the auditor for the closing balance sheets of the spin-offs proposed for resolution under agenda item 6 Based on the recommendation of its audit committee, the Supervisory Board proposes to resolve: a) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is appointed as auditor for the annual financial statements and the consolidated financial statements for the fiscal year b) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is also appointed as auditor for the auditory review of the halfyearly financial report for the fiscal year c) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is appointed as the auditor for the closing balance sheets of Axel Springer SE required under the Transformation Act (section 125 and section 17 paragraph 2 Transformation Act) for the spin-offs proposed for resolution under agenda item Authorization to acquire and dispose of treasury shares pursuant to article 5 SE-Regulation in conjunction with section 71 paragraph 1 number 8 of the Stock Corporation Act, as well as on the exclusion of the shareholder subscription rights Based on the authorization granted by the shareholders' meeting of the Company on 14 April 2011 regarding agenda item 7 of such meeting, the Management Board of the Company is authorized to acquire treasury shares during the time period until 13 April Since 2 December 2013, the Company now has the legal form of an SE. The Company principally holds that resolutions of the shareholders meeting which are not registrable remain effective irrespective of the transformation from a stock corporation to an SE. However, as a matter of precaution, a renewal of the authorization to acquire and use treasury shares is proposed for resolution, this time with a term until 15 April 2019, and a cancellation of the previous authorization. The Supervisory Board and the Management Board propose to resolve: a) The Management Board is authorized, with the consent of the Supervisory Board, to acquire treasury shares of the Company during the time until 15 April 2019 and 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 article 5 of the SE-Regulation in conjunction with sections 71a et seq. of the Stock Corporation Act, respectively, the