Axel Springer SE Berlin

Transcription

1 Convenience Translation In case of inconsistencies between the translation and the German-language version, the German-language version shall prevail. Axel Springer SE Berlin ISIN DE (WKN ) ISIN DE (WKN ) Invitation to the General Meeting We hereby invite our shareholders to the 2017 Annual General Meeting on 26 April 2017, 10:00 hours in the Estrel Convention Center, Sonnenallee 225, Berlin, Germany. Agenda: 1. Presentation of the established annual financial statements of Axel Springer SE and the approved consolidated financial statements as at 31 December 2016 together with the consolidated management report of Axel Springer SE and the Group for fiscal year 2016, 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 Paragraph 1 Sentence 1 of the German Stock Corporation Act (Aktiengesetz) 1 on takeover provisions in accordance with Section 289 Paragraph 4 and Section 315 Paragraph 4 of the German Commercial Code (Handelsgesetzbuch)) 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. 1 The provisions applicable to stock corporations (Aktiengesellschaften) with their registered office in Germany, in particular the provisions of the German Commercial Code (Handelsgesetzbuch) and the German Stock Corporation Act (Aktiengesetz), are applied to Axel Springer SE pursuant to Art. 5, Art. 9 Paragraph 1 lit c) ii), Art. 53 as well as Art. 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 - 2 - 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. 2. Appropriation of profits The Supervisory Board and Executive Board propose to appropriate the full amount of the profit shown on the balance sheet in the amount of Euro 205,001, to payment of a dividend for fiscal year 2016 in the amount of Euro 1.90 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 which takes into account such change but remains unchanged in respect of the distribution of Euro 1.90 per no-par value share entitled to dividends. The due date of the shareholders claims to payment of their dividend has since 01 January 2017 been determined to take place on the third business day following adoption of the resolution by the General Meeting (Section 58 Paragraph 4 Sentence 2 of the German Stock Corporation Act). It is therefore intended to pay the dividend on 02 May 2017, rather than, according to previous practice, on the banking day following the day of the General Meeting. 3. Discharge of the members of the Executive Board of Axel Springer SE for fiscal year 2016 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 2016 for such period. 4. Discharge of the members of the Supervisory Board of Axel Springer SE for fiscal year 2016 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 2016 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 2016, 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. Election to the Supervisory Board According to Art. 40 Paragraph 3 of the SE Regulation, Section 17 Paragraph 1 of the German Law Enacting the SE Regulation (SE-Ausführungsgesetz) in

3 - 3 - conjunction with Section 9 (1) Sentence 1 of the Company s Articles of Association, the Supervisory Board is composed of nine members. According to Section 17 Paragraph 2 of the German Law Enacting the SE Regulation, Section 39 Paragraph 1 Item 2 German SE Employee Participation Act (SE- Beteiligungsgesetz), it consists of Supervisory Board members of the shareholders only. After Prof Dr Wolf Lepenies had resigned from his office as Supervisory Board member of Axel Springer SE with effect from the end of 31 July 2016, Mr William Edward Ford was court-appointed as member of the Supervisory Board with effect from 29 August The Supervisory Board is now proposing to elect Mr William Edward Ford, Chief Executive Officer General Atlantic LLC, New York, New York, USA, as member of the Supervisory Board until the end of the General Meeting resolving the discharge for the fiscal year 2018, though no longer than until the end of 16 April The Supervisory Board s candidate proposal is based on a recommendation by the Nomination Committee of the Supervisory Board and takes into account the objectives resolved by the Axel Springer SE Supervisory Board concerning its composition. 6. Appointment of the auditor for 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 intra-year financial reports According to Art. 16 Paragraph 2 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, the Audit Committee, following completion of a selection process, submitted a reasoned recommendation for appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, or PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Berlin branch, as auditing firm. In accordance with the Audit Committee s preference communicated to the Supervisory Board in this context, the Supervisory Board proposes to resolve as follows: Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is appointed auditor for the annual financial statements and consolidated financial statements for fiscal year 2017, and additionally auditor for the auditor s review of the six-month interim financial report for fiscal year 2017 and any auditor s review of further intra-year financial reports in fiscal years 2017 and 2018, until the next Annual General Meeting.

4 Resolution on adjustment to the principles for management of the Company and amendment to the Company s Articles of Association The principles for management of the Company according to the Company s Articles of Association ("Principles for Management") are a synopsis of the values to which Axel Springer SE is attached, in the sense of a corporate constitution, taking account, above all, of the societal responsibility of media companies in a democracy in a transparent manner. These principles are derived from the idea of freedom as the most important value and its safeguarding as an objective, and regard unconditional upholding of liberty and law in Germany, the reconciliation of Jews and Germans, support to the Transatlantic Alliance and maintaining solidarity with the United States of America in the common values of free nations, the rejection of all forms of political totalitarianism and upholding the principles of a free social market economy. In view of the Company s increasing internationalisation, Axel Springer SE had in addition to the Principles for Management of the Company as laid down in the Company s Articles of Association, introduced a variant which is applicable to all employees worldwide and is, in essence, equivalent to the previous principles as stated in the Company s Articles of Association. In view of the continuously progressing international connectivity in the Axel Springer group of companies, this international version of the Principles is now intended to replace the previous principles, and will apply consistently to Axel Springer SE and all its subsidiaries nationally and internationally. As a result of the proposed adjustment, the Principles for Management are to be adjusted accordingly. The Supervisory Board and Executive Board therefore propose to resolve as follows: Section 3 (1) of the Company s Articles of Association will be revised as follows: "Section 3 Principles for management of the Company 1. The Company is committed to the following Principles: a) We stand up for freedom, the rule of law, democracy and a united Europe. b) We support the Jewish people and the right of existence of the State of Israel. c) We demonstrate solidarity with the free values of the United States of America. d) We uphold the principles of a free market economy and its social responsibility. e) We reject political and religious extremism."

5 Consent to a control and profit and loss transfer agreement between Axel Springer SE and Einundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh Axel Springer SE and Einundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, a wholly-owned subsidiary to Axel Springer SE, concluded a control and profit and loss transfer agreement. The Supervisory and Executive Boards propose to consent to conclusion of the control and profit and loss transfer agreement. 9. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Vierundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh Axel Springer SE and Vierundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, a wholly-owned subsidiary to Axel Springer SE, concluded a control and profit and loss transfer agreement. The Supervisory and Executive Boards propose to consent to conclusion of the control and profit and loss transfer agreement. 10. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Fünfundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh Axel Springer SE and Fünfundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, a wholly-owned subsidiary to Axel Springer SE, concluded a control and profit and loss transfer agreement. The Supervisory and Executive Boards propose to consent to conclusion of the control and profit and loss transfer agreement. Details pursuant to Section 125 Paragraph 1 of the German Stock Corporation Act on the Supervisory Board member nominated for election under agenda item 5 The candidate nominated for election to the Supervisory Board under agenda item 5, Mr William E. Ford, is member to other Supervisory Boards to be established pursuant to statutory provisions as well as to comparable controlling bodies of commercial enterprises in Germany and foreign countries as set forth below: Memberships in Supervisory Boards to be established pursuant to statutory provisions: (None) Memberships in comparable controlling bodies of commercial enterprises in Germany and foreign countries:

6 - 6 - IHS Markit Ltd., UK (Board of Directors) Oak Hill Advisors, L.P., USA (Partnership Committee) Tory Burch LLC, USA (Board of Directors) TBG AG, Switzerland (Board of Directors) Further details on the Supervisory Board member nominated for election under agenda item 5 For details of the relevant expertise, capabilities and professional experience of the proposed candidate, please refer to the candidate s curriculum vitae you will find annexed to the present agenda and posted on the internet at Additional information on agenda items 8, 9 and 10 The control and profit and loss transfer agreements (hereinafter in each case: the Agreement) between Axel Springer SE (as controlling company) and Einundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, Vierundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, and Fünfundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Berlin, (hereinafter in each case: Controlled Company) have the following main contents: 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 2017 (or should the Agreement be entered into the commercial register of the domicile of the Controlled Company only after 31 December 2017 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 mutatis mutandis compliance with Section 301 of the German Stock Corporation Act as amended from time to time. 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 Paragraph 3 of the German Commercial Code) 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 have 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 profit. Any transfer of earnings from reversal of other retained earnings including such 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 carried forward potentially in place at the beginning of the term of the Agreement.

7 - 7 - Axel Springer SE has to take the losses of the Controlled Company according to the provisions of Section 302 of the German Stock Corporation Act 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' meeting of each Controlled Company has already granted consent. 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 signed for an indefinite period of time. It may be terminated subject to three months' notice as per the end of the fiscal year of the Controlled Company, though 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) shall remain 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 Paragraph 1 Sentence 1 Item 1 of the German Corporate Income Tax Act (Körperschaftsteuergesetz) ceases to exist, furthermore any merger, division or liquidation of the Controlled Company or of Axel Springer SE, and transformation of the Controlled Company into a legal form that cannot constitute a tax unity subsidiary within the meaning of Section 14 of the German Corporate Income Tax Act. The Executive Board of Axel Springer SE has submitted, in each case together with the Management of the Controlled Company, a combined report about the control and profit and loss transfer agreements according to Section 293a of the German Stock Corporation Act in which the conclusion of the Agreement and its contents 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 of the German Stock Corporation Act) and settlement (Section 305 of the German Stock Corporation Act) 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 Paragraph 1 of the German Stock Corporation Act were necessary. Documents accessible for inspection under agenda items 8, 9 and 10 The control and profit and loss transfer agreements between Axel Springer SE and the Controlled Companies, furthermore the annual financial statements for the (abridged)

8 - 8 - fiscal year 2016 of the Controlled Companies not established until 2016, the annual financial statements and the management reports of Axel Springer SE for fiscal years 2014, 2015 and 2016 as well as the combined reports of the Executive Board of Axel Springer SE and the respective Management of the Controlled Company according to Section 293a of the German Stock Corporation Act are available via the website of Axel Springer SE at and displayed for inspection on the business premises of Einundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, Vierundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh and Fünfundneunzigste "Media" Vermögensverwaltungsgesellschaft mbh, in each case at Axel-Springer-Str. 65, Berlin, Germany, from the time the Annual General Meeting is convened. The above-mentioned documents will also be made available at the General Meeting on 26 April Total number of shares and voting rights At the time of convocation of the General Meeting, the Company has a share capital of Euro 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 own any treasury shares. Requirements for participating in the General Meeting and exercising the voting right 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, 21 April 2017, 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

9 - 9 - 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 Paragraph 8 or Paragraph 10 of the German Stock Corporation Act. 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 subsequent to registration for the General Meeting; the provision in Section 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 Paragraph 2 Sentence 1 of the German Stock Corporation Act, 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, those who acquire shares and whose requests for change in registration are received by the Company after the last registration date (21 April 2017, 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. Furthermore, due to the review of conditions for granting consent to the purchase of shares required under Section 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, 21 April 2017 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 Paragraphs 8 or 10 of the German Stock Corporation Act 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 possible revocation of proxy.

10 The special statutory provisions of Section 135 of the German Stock Corporation Act apply to authorisations of banks, shareholder organisations or other individuals and associations of individuals deemed equivalent to banks under Section 135 Paragraphs 8 or 10 of the German Stock Corporation Act and require, inter alia, that proxy authorisation 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 authorisation as proxy; shareholders are therefore requested to coordinate in good time the applicable form and procedure for granting proxy with the relevant holders of a 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 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 further proof is required. As a service, we offer our shareholders the option to authorise 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 21 April 2017, 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 Euro 500,000 (corresponding to 500,000 shares) may re-

11 quest, pursuant to Art. 56 Sentences 2 and 3 of the SE Regulation, Section 50 Paragraph 2 of the German Law Enacting the SE Regulation and Section 122 Paragraph 2 of the German Stock Corporation Act, that items be added to the agenda and 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 26 March 2017, 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 shall also be published in the internet at Counter-motions and proposed candidates Pursuant to Section 126 Paragraph 1 of the German Stock Corporation Act, 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 11 April 2017, 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 Paragraphs 2 and 3 of the German Stock Corporation Act, counter-motions which are to be made accessible will be published in the internet at

12 including the name of the shareholder and the substantiation, as well as possible statements of the administration in their regard. Pursuant to Section 127 of the German Stock Corporation Act, 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 Paragraph 2 of the German Stock Corporation Act, 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 Paragraph 1 Sentence 5 of the German Stock Corporation Act. 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 proposals at the General Meeting without prior submission to the Company remains unaffected. Right to information Pursuant to Section 131 Paragraph 1 of the German Stock Corporation Act, 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 Paragraph 3 of the German Stock Corporation Act, 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 Section 20 (3) Sentences 2 and 3 of the Company's Articles of Association. Further information Further information concerning the rights of the shareholders under Art. 56 Sentences and 3 of the SE Regulation, Section 50 Paragraph 2 of the German Law Enacting the SE Regulation, Section 122 Paragraph 2, Section 126 Paragraph 1, Section 127 and Section 131 Paragraph 1 of the German Stock Corporation Act are available in the internet at

13 Broadcast of the General Meeting in the internet Pursuant to Section 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 of the German Stock Corporation Act, 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. This invitation to the General Meeting will be published in the German Federal Gazette on 16 March The invitation to the General Meeting will be sent directly to the shareholders of the Company. Berlin, March 2017 Axel Springer SE The Executive Board

14 Annex to agenda item 5 (Election to the Supervisory Board) Curriculum vitae of Mr William Edward Ford William E. Ford was born in Orange, New Jersey, USA, on 18 June He has over two decades experience with managing investments in growth companies, among them IHS Markit, E*Trade, Priceline and the First Republic Bank. In 1991, he joined General Atlantic, and became its Chief Executive Officer in He currently serves on the boards of General Atlantic portfolio companies Tory Burch, IHS Markit and Axel Springer SE, and is a member of the Partnership Committee of Oak Hill Advisors. He is Chairman of General Atlantic s Executive Committee and is a member of its Investment, Portfolio and Capital Committee. Furthermore, he is a member of the Board of Directors (Verwaltungsrat) of Swiss company TBG AG. William E. is involved with a number of educational and non-profit organisations. Among others, he is a member of the Boards of Rockefeller University and Lincoln Center, chairs the Investment Committee of Amherst College, and is a member of the Advisory Board of the School of Economics and Management of Tsinghua University. Since 29 August 2016, William E. Ford has been a member of the Supervisory Board of Axel Springer SE by virtue of a court appointment.