Explanatory report by the Management Board on the statutory duty of notification pertaining to acquisitions (Sections 289 (4) and 315 (4) of the German Commercial Code (HGB)) and the key features of the internal monitoring and risk management system (Section 289 (5) HGB) for the 2014 financial year. In its management report for the company and the group management report as well as in the consolidated financial statements, the Management Board disclosed information in accordance with Sections 289 (4) and 315 (4) HGB (page 32 et seq. Consolidated financial statements, chapter B of the Annual Report 2014; page 104 et seq. Notes to the consolidated financial statements, chapter C of the Annual Report 2014) and explains them as follows. 289 Abs. 4, 315 Abs. 4 HGB 1. The share capital of GfK SE amounts to EUR 153,316,363.20 divided into 36,503,896 nopar value bearer shares. There are no restrictions in the Articles of Association relating to voting rights or the assignment of shares. The Management Board is also not aware of any agreements between shareholders that stipulate restrictions on voting rights or with regard to the transfer of company shares. GfK-Nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung ev., (GfK Verein), Nuremberg, has a direct holding of 56.4% of the voting rights in GfK SE. The company has not received notification of any other shareholders with a stake of 10% or more of the capital. All shares carry the same rights. There are no share categories with special rights that confer controlling powers. Employees with an interest in the capital exercise their voting rights directly. 2. The shareholders of GfK SE are not restricted in their decision to purchase or sell company shares by either German laws or the company's Articles of Association. The purchase and sale of shares do not require the approval of the company's Management or Supervisory Boards or other shareholders in order to be valid. Shareholders' right to vote is not subject to restrictions either by law or under the company's Articles of Association. Voting rights are not limited to a certain number of shares or a certain number of votes. All shareholders who have registered for the Annual General Assembly in time and have proven their eligibility to attend and exercise their voting rights are entitled to exercise the voting rights attached to all the registered shares which they hold. Only the statutory prohibition on voting applies. The shareholders and also employees with a stake in the capital of GfK SE decide on their own whether to exercise the voting and controlling rights to which they are entitled. 3. Pursuant to Article 5 of the Articles of Association of GfK SE, the Supervisory Board is responsible for determining the number of members and deputy members of the Management Board, the conclusion of employment contracts and the cancellation of appointments as well as the designation of one of the members of the Management Board as Chairman or other members as Deputy Chairman. The Chairman of the Management Board, Matthias Hartmann, has been appointed until November 30, 2019. Following the resignation of Pamela Knapp taking effect October 14, 2014, the new Chief Financial Officer Christian Diedrich has been appointed taking effect October 15, 2014, for a term of three year (until October 15, 2017). The Board member Dr. Gerhard Hausruckinger has been appointed until August 31, 2018 and Debra A. Pruent until December 31, 2015.
4. The Articles of Association may be amended by resolution of the Annual General Assembly. The change takes effect upon entry in the commercial register. The Articles of Association do not contain any regulations that exceed the statutory requirements of Sections 133, 179 of the German Stock Corporation Act (AktG). Instead, the Annual General Assembly decides on changes to the Articles of Association in accordance with Article 20.2 of the Articles of Association by a simple majority of the votes cast or the share capital represented. This does not include changes to the Articles of Association for which a larger capital majority is mandatorily prescribed by law. Pursuant to Article 3.10 of the Articles of Association, the Supervisory Board has been given the power to make changes to the Articles of Association which only relate to the wording. 5. The Management Board is authorized, with the consent of the Supervisory Board, to increase the share capital against cash and/or contributions in kind on one or more occasions until May 25, 2016 by up to a total amount of EUR 55,000,000.00 (Authorized Capital). In the case of cash contributions the new shares can be acquired by a bank or consortium of banks nominated by the Management Board on condition that they offer them to the shareholders for subscription (indirect right of subscription). The Management Board can, with the approval of the Supervisory Board, exclude the legal subscription right of shareholders (a) if the capital increase is carried out in return for cash contributions and the issue price of the new shares is not significantly lower than the stock market price; the sum total of shares issued in accordance with this authorization, subject to the exclusion of the subscription right, may not exceed 10% of the share capital either at the time this authorization becomes effective or at the time it is exercised; (b) to acquire contributions in kind, especially companies, equity interests in companies, parts of companies, claims or other assets in return for company shares; (c) to issue the new shares as staff shares to employees of the company or associated companies within the meaning of Section 15 et seq. AktG; (d) to grant subscription rights for new shares to the holders of conversion and/or option rights or conversion obligations issued at the time the Authorized Capital is utilized or in respect of convertible bonds and/or options to be issued in future by GfK SE or its subsidiaries to the extent to which the holders would be eligible as shareholders after exercising the conversion and/or option rights or after fulfillment of the conversion obligations; (e) to eliminate fractional amounts in order to ensure a practicable subscription ratio. The sum total of shares issued in exchange for cash contributions and contributions in kind in accordance with this authorization, subject to the exclusion of the subscription right, may not exceed 20% of the share capital existing at the time this authorization becomes effective or, if this value is lower, at the time when it is exercised, irrespective of which of the reasons a) to e) above apply for excluding the legal subscription right of shareholders. The option of excluding subscription rights for Authorized Capital is, for example, pursued to make it easier for the company to raise equity capital and to exploit at short notice in the company's interests market opportunities that arise to acquire companies, equity interests in companies or parts of companies. In addition, the option of excluding subscription rights makes it easier for the company to integrate flexible remuneration models for employees, place options or convertible bonds on the capital market and execute a capital increase from authorized capital. This authorization was not used. As the period of the authorization would possibly elapse prior to next Annual General Assembly in 2016, the Annual General Assembly on May 28, 2
Translation for convenience purposes only 2015 is to resolve to replace the existing authorization by a new authorization. 6. On 19 May 2010, the Annual General Assembly of GfK SE authorized the company to acquire own shares up to 18 May 2015 (statutory maximum period of validity of the authorization of 60 months). This authorization was not used. In view of the possible expiry of the authorization before the Annual General Assembly on 28 May 2015, the Annual General Assembly on 27 May 2014 resolved to revoke the authorization to acquire the company's own shares dated 19 May 2010 for the period starting on the date when the new authorization came into effect. The resolution of the Annual General Assembly on May 27, 2014, item 7 on the agenda, authorizes GfK SE to buy GfK SE shares and sell any treasury stock held. The shares may be acquired for offering them to third parties in the context of mergers with other companies or in the context of the acquisition of companies, parts of companies or equity interests in companies and to use them to fulfill the company's obligations arising from convertible bonds and/or bonds with warrants to be issued by the company or its subsidiaries in future. The same applies to the redemption of shares and the sale of the reacquired shares on the stock market. Trading in own shares is excluded. The repurchase of shares is limited to a maximum of 10% of the share capital existing at the time of the adoption of the resolution. The new authorization applies until May 26, 2019. The authorization to acquire treasury stock can be exercised by the company or by third parties for the company's account in full or in tranches, once or several times, in pursuit of one or several goals. Acquisition is carried out at the Management Board's discretion via an offer to buy sent to all shareholders or a public invitation to bid or via the stock market. The shares acquired on the basis of the authorization can also be sold by alternative means other than via the stock market or via an offer to all shareholders provided the shares are sold in exchange for a cash payment at a price which is not significantly lower than the stock market price of company shares with the same features at the time of sale. The number of shares to be sold may in total not exceed 10% of the share capital at the time when the resolution is adopted by the Annual General Assembly on May 27,2014 or, if this amount is lower, 10% of the company's registered share capital at the time when the shares are sold. If the Management Board utilizes the authorization to redeem acquired treasury stock, the redemption shall be carried out in such a manner that the share capital is reduced. Notwithstanding the preceding, the Management Board may determine that the capital stock will remain unchanged by the redemption and instead, by effecting the redemption, increase the amount of capital stock represented by the remaining shares in accordance with Section 8 (3) AktG. In that case, the Management Board is authorized to adjust the statement of the number of shares in the Articles of Association. The authorizations for the use of acquired shares may be exercised once or several times and individually or collectively and for all or part of the volume of own shares acquired and with the exception of calling in shares, can be carried out by third parties for the account of the company. The shareholders' subscription rights relating to the treasury shares are excluded to the extent those shares are used in the context of the merger or acquisition of companies, parts of companies, equity interests in companies or in the context of the fulfillment of obligations arising from convertible bonds and/or bonds with warrants to be issued in the future or the sale of shares 3
via the stock market or otherwise. This authorization was not used. 7. The Management Board is authorized by resolution of the Annual General Assembly on May 16, 2012, item 7 on the agenda, to issue, with the consent of the Supervisory Board, warrant-linked bearer bonds and/or convertible bonds with a total nominal amount of up to EUR 250,000,000.00 with or without maturity cap ("bonds") and grant options or conversion rights for a total of up to 5,000,000 bearer no-par shares of the company to the holders of bonds in accordance with the relevant conditions relating to the bonds. The bonds may be issued by either GfK SE or companies in which GfK SE has a direct or indirect majority shareholding ("controlled Group companies") with registered office in Germany or abroad. With regard to bonds issued by controlled Group companies, GfK SE may provide guarantees. The issuance of bonds is not only possible in return for cash, but also for contributions in kind, as detailed in the authorization, in particular for the purpose of acquiring companies or parts of companies, or making investments in companies. In principle, shareholders have subscription rights to the bonds issued by GfK SE. This gives them the opportunity of investing their capital in the company while at the same time maintaining the percentage of shares they hold. The Management Board is authorized to exclude the subscription rights of shareholders in strictly defined cases and with the consent of the Supervisory Board. This is the case if bonds are issued in return for cash and the issue price does not fall significantly short of the theoretical market value of the bonds, established on the basis of recognized time-adjusted methods (Section 9 Sub-section 1 c) ii) SE Directive, Section 221 Sub-section 4 Clause 2 of the German Stock Corporation Act (AktG) in conjunction with Section 186 Sub-section 3 Clause 4 of the AktG). In accordance with the detailed provisions of the authorization, this only applies to bonds with rights to shares representing a maximum of 10% of the share capital. Furthermore, the subscription rights of shareholders in relation to the bonds issued may be excluded, as detailed in the authorization, in order to (1) exempt fractional amounts that result from the subscription ratio for the purpose of simplifying the procedure, (2) protect existing option rights or convertible bonds against dilution and (3) simplify the issuance of bonds in return for contributions in kind. In any case, the Management Board will carefully check whether it should make use of the authorization to issue bonds excluding the subscription rights of shareholders and will only do so if, having considered all aspects, this is in the interests of the company and its shareholders. For the purpose of granting shares to bondholders, in accordance with 3 Para. 9 of the Articles of Association, the share capital is subject to a contingent capital increase of up to EUR 21,000,000.00, divided into up to 5,000,000 new bearer no-par shares with entitlement to a share in the profits from the start of the financial year in which they are issued (contingent capital III). New shares are issued in accordance with the option and/or conversion price to be determined in each case as per the above-mentioned authorization. The contingent capital increase is only to be implemented to the extent that option and/or conversion rights relating to bonds are utilized and/or conversion obligations arising from the bonds are fulfilled, unless a cash settlement is granted or treasury stock or shares issued on the basis of a different contingent capital item or authorized capital are used to service the 4
bonds. The Management Board is authorized, with the consent of the Supervisory Board, to stipulate all further details regarding the implementation of the contingent capital increase. This authorization was not used. As the period of the authorization would possibly elapse prior to next Annual General Assembly in 2016, the Annual General Assembly on May 28, 2015 is to resolve to replace the existing authorization by a new authorization. 8. In the event of a change in control as part of a takeover bid, the corporate bonds issued in 2011, the revolving credit facility renegotiated in 2014 (amend and extend), the loan note renegotiated March 2015 and various bilateral bank loans may fall due. The definition of a change in control is that a party other than GfK-Nürnberg, Gesellschaft für Konsum-, Marktund Absatzforschung e.v., alone or acting together with third parties directly or indirectly acquires the right to exercise more than 50% of the voting rights or hold more than 50% of the company's capital. Public bids for the acquisition of company shares are governed exclusively by the law and the Articles of Association, including the provisions of the German Securities Acquisition and Takeover Act (WpÜG). The Annual General Assembly has not authorized the Management Board to take any actions falling within the former's sphere of responsibility in order to thwart the success of potential takeover bids. GfK SE does not have any compensation agreements with the members of the Management Board and the employees in the event of a takeover offer. Section 289 (5) HGB The Group Management Report (page 52 et seq. Consolidated financial statements, chapter B of the Annual Report 2014) includes a description of the key features of the internal monitoring and risk management system in accordance with Section 289 (5) HGB. The GfK Group has an internal control system to prevent risks relating to financial reporting. The GfK Group's internal control system comprises the principles, structures, processes and measures introduced by the company management which are set to ensure the commercial success of the company, the correctness and reliability of internal and external financial reporting as well as compliance with the appropriate laws and standards. This is based on the concept of the "Three Lines of Defense" developed in the finance industry. The first "line" comprises the operational management, which has to establish risk management, controlling and compliance in the day-to-day business. The second "line" is support organized by the Management Board for the operational management by experts in the areas Integrity, Compliance and Intellectual Property, Risk Management and Controlling, who uniformly organize these matters across the Group in a professional manner. The third "line" is formed through the appointment of internal and external auditors by the Management Board and the Audit Committee to check the effectiveness of the internal control system. The internal control system is used for financial reporting across the whole Group. The existing Code of Conduct and Corporate Guidelines that shape the thoughts and actions of each employee lead to responsible corporate management and observance of basic ethical and moral values in the workplace. The principles on which this conduct is based are derived from the company guidelines, with which every employee undertakes to comply (Code of Conduct, Corporate Values). These guidelines are continually developed by Integrity, Compliance and Intellectual Property and communicated to employees. In 2013, a global compliance e-iearning program was 5
introduced, which will be repeated in 2015 and expanded to include a test for all employees. This module complements the existing training measures in the area of compliance. Participation in the e learning program is compulsory for the workforce worldwide. An additional key GfK guideline (F2 Authorization Guideline) was added to the program for a specific target group within GfK. In the sector-specific key area of data protection the corresponding internal guidelines were extended significantly. Corresponding training measures were subsequently implemented worldwide to further minimize the relevant risks. In the area of quality management activities were also standardized worldwide and across all sectors. These measures will be used to indicate competitive advantages in communications with our clients. Risk monitoring at GfK is carried out on a continuous basis. Each employee is responsible for monitoring risk in his or her task area. For each new or already identified risk, risk owners are in place. These individuals assess, monitor and control the actual risk, using specific early warning indicators and defined criteria according to the type of risk. If a change in the risk position is evident, countermeasures can be fine-tuned in good time. In relation to this, the Risk Management department is responsible for uniformly defining and organizing the process and for reporting to the Management Board. To ensure a consistently high quality of work results, the essential financial processes in the GfK Group are standardized by means of comprehensive guidelines. At GfK, the monitoring function is mainly achieved via a contre role system and documented controls. To ensure that guidelines and internal processes are adhered to and that at the same time meaningful decisions are taken from an operational and financial point of view, pre-defined business transactions must be approved in advance by both operational and financial managers. Business processes which are necessary for proper accounting, as well as payment transactions, are subject to controls that must be documented. In this regard, the role of the Internal Audit department is important. In addition to regularly checking compliance with guidelines and regulations and the contre role system, monitoring processes are also reviewed as part of every audit. Additional specialized audits are carried out as necessary, in some cases with the assistance of external and internal specialists. A few years ago a Control Self Assessment (CSA) was developed and introduced. The Internal Audit Plan for 2015 also takes into account the results of this CSA. The Internal Audit Plan proposed by the Management Board is approved by the Audit Committee. The Audit Committee specifies the key points for the audit, which the auditors consider in conducting their audit. Further on there is the accounting-related internal control system. GfK's accounting-related internal control system serves to ensure the correctness of financial reporting through compliance with all the appropriate regulations when preparing the consolidated financial statements and the Group Management Report. GfK has open information and communication structures. This ensures that amendments to laws, guidelines and instructions are conveyed and made permanently available to employees. All GfK guidelines are accessible worldwide on the intranet (gnet). GfK operates a system of comprehensive and regular risk and financial reporting, which ensures that the Management Board and the Supervisory Board are promptly and comprehensively informed of the company's risk position. In addition to the standardized reporting, the Management Board is directly informed on an ad hoc basis in the event of any sudden occurrence of material risks or incidence of fraud (ad hoc reporting). 6
GfK encourages all staff to report any actual or suspected infringements of any statutory or internal regulations. Staff members can contact their superiors, Integrity, Compliance and Intellectual Property, Human Resources or Internal Audit. Under the terms of GfK's whistleblowing regulation, if employees do not wish to use these channels, they can also make an anonymous report to an external ombudsman who will uphold the anonymity of employees. Nuremberg, April 2015 GfKSE T ~9-01,~Ll tthias Hartmann Dr. Gerhard Hausruckinger Christian Diedrich Debra A. Pruent 7