Convenience Translation In case of inconsistencies between the translation and the German-language version, the German-language version shall prevail.

Axel Springer SE

ISIN DE0005501357 (WKN 550135) ISIN DE0005754238 (WKN 575423) ISIN DE000A2AABZ9 (WKN A2AABZ)

Invitation to the General Meeting

We hereby invite our shareholders to the

Annual General Meeting for the year 2016 on April 13, 2016, at 10:00 hours

in the Estrel Convention Center, Sonnenallee 225, D-12057 Berlin.

Agenda: 1. Presentation of the established annual financial statements of SE and the approved consolidated financial statements as of December 31, 2015 together with the consolidated management report of Axel Springer SE and the Group for fiscal year 2015 (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 the disclosure of takeover provisions in accordance with section 289 paragraph 4 and section 315 paragraph 4 of the German Commercial Code (Handelsgesetzbuch) as well as the report by the Supervisory Board

The above-mentioned documents are available on the website of Axel Springer SE at www.axelspringer.de/agm2016 from the time the General Meeting is convened. They will also be held available at the General Meeting of Axel Springer SE.

1 The provisions applicable to stock corporations (Aktiengesellschaften) with registered seat in , in particular the provisions of the German Commercial Code (Handelsgesetzbuch) and of the German Stock Corporation Act (Aktiengesetz) are also 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) (the SE Regulation) unless determined otherwise by the SE Regulation. - 2 -

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 Executive Board propose to distribute the full amount of the profit shown on the balance sheet in the amount of 194,211,559.80 for payment of a dividend for fiscal year 2015 in the amount of Euro 1.80 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 1.80 per no-par value share entitled to dividends.

3. Discharge of the members of the Executive Board of Axel Springer SE for fiscal year 2015

The Supervisory Board and the Executive Board propose to discharge the members of the Executive Board of Axel Springer SE who were in office in fiscal year 2015 for such period.

4. Discharge of the members of the Supervisory Board of Axel Springer SE for fiscal year 2015

The Supervisory Board and the Executive Board propose to discharge the members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2015 for such period.

It is intended to have the 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 2015, except for Dr. h.c. , and, secondly, on the discharge of Dr. h.c. Friede Springer as member of the Supervisory Board of Axel Springer SE.

5. Consent to Spin-off and Assumption Agreements

With the consent of the Supervisory Board, the Executive Board of Axel Springer SE resolved to transfer the "Automotive Magazines division", "Sports Magazines division" and "Computer Magazines division" branches of activity (Teilbetriebe) to three wholly-owned subsidiaries of Axel Springer SE, i.e. Axel Springer Auto & Motorsport Verlag GmbH, Axel Springer Sport Verlag GmbH and Axel Springer Computer Verlag GmbH. It has long been the practice at Axel Springer SE to spin off individual company units in order to allow them a higher degree of flexibility and entrepreneurial freedom as independent entities. The Automotive Magazines, Sports Magazines and - 3 -

Computer Magazines business divisions are therefore each to be spun off as individual subsidiaries.

In order to spin off the "Automotive Magazines division" branch of activity, Axel Springer SE, as the transferring entity, on March 1, 2016, concluded a spin-off and assumption agreement (roll of deeds number R 132/2016 of the notary Hans-Hermann Rösch with offices in Berlin) with Axel Springer Auto & Motorsport Verlag GmbH, , as the acquiring entity.

In order to spin off the "Sports Magazines division" branch of activity, Axel Springer SE, as the transferring entity, on March 1, 2016, concluded a spin-off and assumption agreement (roll of deeds number R 133/2016 of the notary Hans-Hermann Rösch with offices in Berlin) with Axel Springer Sport Verlag GmbH, Hamburg, as the acquiring entity.

In order to spin off the "Computer Magazines division" branch of activity, Axel Springer SE, as the transferring entity, on March 1, 2016, concluded a spin-off and assumption agreement (roll of deeds number R 134/2016 of the notary Hans-Hermann Rösch with offices in Berlin) with Axel Springer Computer Verlag GmbH, Hamburg, as the acquiring entity.

Each spin-off and assumption agreement requires the consent of the General 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 legal entities involved, in order to become effective.

The Executive 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 Axel Springer Auto & Motorsport Verlag GmbH dated March 1, 2016, (roll of deeds number R 132/2016 of the notary Hans-Hermann Rösch with offices in Berlin) is approved. b) The spin-off and assumption agreement between Axel Springer SE and Axel Springer Sport Verlag GmbH dated March 1, 2016, (roll of deeds number R 133/2016 of the notary Hans-Hermann Rösch with offices in Berlin) is approved. c) The spin-off and assumption agreement between Axel Springer SE and Axel Springer Computer Verlag GmbH dated March 1, 2016, (roll of deeds number R 134/2016 of the notary Hans-Hermann Rösch with offices in Berlin) is approved.

Additional Information regarding Agenda Item 5

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 "Automotive Magazines division", "Sports Magazines division" and - 4 -

"Computer Magazines division" branches of activity which form part of the spin-off assets. Special features of the spin-off and assumption agreement for the spin-off of the "Automotive Magazines division" branch of activity, the spin-off and assumption agreement for the spin-off of the "Sports Magazines division" branch of activity and the spin-off and assumption agreement for the spin-off of the "Computer Magazines division" branch of activity will be addressed separately below.

The material content of the spin-off and assumption agreement 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) of Charlottenburg under HRB 154517 B, as the transferring entity

– hereinafter referred to as the "Transferring Entity" –

and

Verlag GmbH, with its registered office in Hamburg, registered in the commercial register at the local court of Hamburg under HRB [number], as the acquiring entity

– hereinafter referred to as "Zeitschriften GmbH" or the "Acquiring Entity" –

I. Preamble

0.1 Axel Springer SE, with its registered office in Berlin, is registered in the commercial register at the local court of Charlottenburg under HRB 154517 B. The share capital of the company at the time of conclusion of this Agreement is Euro 107,895,311 and is divided into 107,895,311 no-par value shares (Stückaktien), each representing a proportional amount of Euro 1.00 in the share capital. - 5 -

0.2 Zeitschriften GmbH, with its registered office in Hamburg, is registered in the commercial register at the local court of Hamburg under HRB [number]. The registered capital (Stammkapital) of the company at the time of conclusion of this Agreement is Euro 25,000, consisting of 25,000 shares of Euro 1.00 each with serial numbers 1 to 25,000. Axel Springer SE is the sole shareholder of Zeitschriften GmbH.

0.3 Axel Springer SE intends to transfer the business division containing the relevant magazines 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 (Umwandlungsgesetz; the "Transformation Act"), with the Transferring Entity remaining in existence, to Zeitschriften GmbH as Acquiring Entity in exchange for granting shares in Zeitschriften GmbH (the "Spin-off").

0.4 The Spin-off of the business division containing the relevant magazines is a transfer (contribution) of a branch of activity within the meaning of section 20 paragraph 1 of the Transformation Tax Act (Umwandlungssteuergesetz). This was confirmed by the tax office for corporations (Finanzamt für Großunternehmen) in Hamburg by a tax ruling dated January 27, 2016.

Now, therefore, Axel Springer SE as the Transferring Entity and Zeitschriften 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 SE, as the Transferring Entity, will transfer by way of a spin-off pursuant to sections 123 paragraph 3 number 1, 126 paragraph 1 number 2 of the Transformation Act part of its assets, namely the entire business division containing the relevant magazines as specified in section 4 to section 11 below, in their entirety together with all rights and duties (hereinafter together, the "Spin-off Assets") to Zeitschriften GmbH as the Acquiring Entity, in exchange for the grant of 1,000 new shares in Zeitschriften GmbH with a nominal amount of Euro 1.00 each to Axel Springer SE.

1.2 The assets, legal relationships, rights, data, commitments (Verbindlichkeiten), obligations (Verpflichtungen), liabilities (Haftungen) and duties of the Transferring Entity, which are not - 6 -

attributable to the Spin-off Assets under this Spin-off Agreement or which are expressly excluded from the transfer pursuant to section 12 of this Spin-off Agreement are not transferred under this Spin-off Agreement.

Section 2 Spin-off date and tax transfer effective 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 January 1, 2016, 0:00 hours (the "Spin-off Date"). Starting at that point in time, the actions and transactions of the Transferring Entity with regard to the items forming part of the Spin-off Assets are deemed to have been carried out for the account of the Acquiring Entity.

2.2 The tax transfer effective date (steuerlicher Übertragungsstichtag) (section 20 paragraph 6 of the Transformation Tax Act) is intended to be December 31, 2015, 24:00 hours (the "Tax Transfer Effective Date").

2.3 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 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 section 4 to section 11 below and the corresponding Annexes to this Agreement as well as the spin-off balance sheet prepared for the Spin-off Assets as per the Spin-off Date (Annex 3.1). The spin-off balance sheet was developed using the Closing Balance Sheet (section 3.3) of the Transferring Entity and serves to determine the assets and liabilities which must be entered in the accounts (bilanzierungspflichtige Gegenstände) and all other rights and liabilities.

3.2 The new entries and removals made between the Spin-off Date and the Closing Date (section 13) of 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 each be taken into account for purposes of the transfer. This means that Axel Springer SE will transfer to the Acquiring Entity also those 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 Spin-off Assets between the Spin-off Date and the Closing Date (section 13). It also means that the assets and - 7 -

liabilities and other contractual and legal relationships which end, are sold or are otherwise transferred prior to the Closing Date (section 13), or which no longer exist at that point in time, will accordingly not be transferred to the Acquiring Entity unless provided otherwise in section 7 below.

The spin-off balance sheet and the Annexes each have to be updated accordingly from the Spin-off Date up to the Closing Date (section 13).

3.3 The closing balance sheet of the Transferring Entity pursuant to sections 125, 17 paragraph 2 of the Transformation Act will be based on the audited and certified balance sheet of Axel Springer SE prepared by Axel Springer SE as of December 31, 2015, 24:00 hours (the "Closing Balance Sheet").

III. Subject of the Spin-off

The Spin-off Assets of Axel Springer SE include exclusively those assets, legal relationships, rights, data and liabilities described in more detail below in section 4 to section 11 of this Spin-off Agreement. Other assets, legal relationships, rights, data or liabilities, especially the assets expressly excluded from the transfer pursuant to section 12 of this Spin-off Agreement, are not transferred by this Spin-off Agreement.

Section 4 Transfer of the magazines business division

4.1 Axel Springer SE will transfer by way of a spin-off pursuant to sections 123 paragraph 3 number 1, 126 paragraph 1 number 2 of the Transformation Act part of its assets, namely the entire business division containing the relevant magazines in their entirety together with all rights and duties, to Zeitschriften GmbH as the Acquiring Entity. The business division containing the relevant magazines is specified as follows: a) The business division containing the relevant magazines is a structurally independent business unit of Axel Springer SE. The business division comprises in particular all activities in connection with the of the relevant titles (including magazines with supplements and special issues). The business division containing the relevant magazines also includes the events assigned to this business division. The cost centres and order numbers set out in Annex 4.1a) are assigned to the business division containing the relevant magazines. b) In particular all tangible and intangible assets included or not included in the balance sheet of the business division containing the - 8 -

relevant magazines, i.e. the assets and liabilities, including all contractual and other legal relationships and legal positions as well as rights and duties including the relevant employment relationships, will be transferred.

4.2 The business division containing the relevant magazines specified above includes in particular the following items which will be transferred to Zeitschriften GmbH: a) all fixed assets assigned to the business division containing the relevant magazines together with their material parts and accessories, in particular the fixed assets specified in Annex 4.2a).

To the extent that the fixed assets to be spun off are subject to reservation of title or Axel Springer SE has transferred these fixed assets to a third party as security, Axel Springer SE will transfer to Zeitschriften GmbH all claims including all expectancy rights (Anwartschaftsrechte) and restitution claims it is entitled to in this connection; b) all current assets assigned to the business division containing the relevant magazines, in particular the current assets specified in Annex 4.2b). Trade receivables and claims against affiliated companies already existing as of December 31, 2015, will not be spun off.

To the extent that the current assets to be spun off are subject to reservation of title or Axel Springer SE has transferred these current assets to a third party as security, Axel Springer SE will transfer to Zeitschriften GmbH all claims including all expectancy rights and restitution claims it is entitled to in this connection; c) [blank] d) the contractual relationships, offers for contracts as well as rights and duties assigned to the business division containing the relevant magazines, in particular the contractual relationships, offers for contracts and rights and duties specified in section 5 of this Spin-off Agreement and the subscriber relationships specified in more detail in section 6 and section 7 of this Spin-off Agreement (together the "Subscription Agreements") of Axel Springer SE with end customers, especially in the form of so-called full subscriptions (Vollabonnements), preferred subscriptions (Vorzugsabonnements) and trial subscriptions (Probeabonnements), for subscription of the relevant magazine titles in print or – if existing as subscription – also as online and app editions or in other forms; e) all liabilities and other obligations assigned to the business division containing the relevant magazines, with the exception of the trade payables and liabilities to affiliated companies existing and included in the balance sheet as of December 31, 2015; - 9 - f) pension liabilities and pension provisions in line with section 8 of this Spin-off Agreement; g) litigation relationships (Prozessrechtsverhältnisse), administrative proceedings and summary proceedings for order to pay debts (Mahnverfahren) as well as related mandate and consultancy relationships (Auftrags- und Beratungsverhältnisse) in line with section 9 of this Spin-off Agreement; h) intangible fixed assets and intellectual property rights in line with section 10 of this Spin-off Agreement; i) an equalization claim in line with section 11 of this Spin-off Agreement; j) business records, deeds and other documents, including personnel documents attributable to the business division containing the relevant magazines; k) all other assets and liabilities included in the spin-off balanced sheet based on the Closing Balance Sheet (section 3.3) and attached as Annex 3.1 that are attributable to the business division containing the relevant magazines; and l) all other known or unknown assets, liabilities and other legal relationships that can or cannot be recorded in the balance sheet and which are attributable to the business division containing the relevant magazines according to origin and purpose, irrespective of the type or legal nature of these assets and irrespective of whether such assets are contingent, prospective (betagt) or future assets or expectancies or risks for which no provisions have yet been set up.

4.3 If there is doubt as to the allocation of legal relationships or parts of the assets which cannot be resolved even by way of interpretation of contract, the Transferring Entity is entitled in line with section 315 of the Civil Code (Bürgerliches Gesetzbuch) to make this allocation at its reasonable discretion.

Section 5 Contractual relationships, offers for contracts and rights and duties

5.1 Axel Springer SE will transfer to Zeitschriften GmbH all contracts, instalment payment agreements, offers for contracts and other rights and duties as well as the related direct debit authorisations (Einzugsermächtigungen), SEPA direct debit instructions (SEPA- Lastschriftmandate), powers of attorney and other ancillary rights attributable to the business division containing the relevant magazines. This includes in particular the contracts and offers for contracts specified in Annex 5.1, in each case including all legal positions arising from offers of contracts and contractual - 10 -

negotiations relating to such types of contracts, as well as all other rights, powers and duties arising from such contracts.

To the extent that contracts remaining with Axel Springer SE contain rights and duties relating to the business division containing the relevant magazines, the parties will use their efforts to procure that the agreement remaining with Axel Springer SE be adjusted accordingly and a new additional contractual agreement be concluded with the Acquiring Entity. Until such time, the parties will ensure, if necessary by written agreement or by obtaining the consent of third parties, that the Acquiring Entity can exercise all of its necessary rights or that such rights will be exercised in the interest of the Acquiring Entity. The Acquiring Entity in turn will fulfil the obligations under these contracts to the extent such obligations relate to the business division containing the relevant magazines or will release Axel Springer SE from these obligations in this regard.

Axel Springer SE and the Acquiring Entity will treat each other, between themselves (im Innenverhältnis), with regard to these rights and duties as if the Acquiring Entity had become a party to the relevant contracts in the external relationship (im Außenverhältnis) vis-à-vis third parties. Axel Springer SE grants the Acquiring Entity permission, and authorises the Acquiring Entity accordingly, to exercise such rights and perform such duties in its external relationship vis-à-vis third parties with regard to the business division containing the relevant magazines.

5.2 With regard to Subscription Agreements, section 6 and section 7 will apply exclusively in place of this section 5.

Section 6 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:

6.1 Axel Springer SE transfers to Zeitschriften GmbH all existing Subscription Agreements for subscription of the magazines of the relevant titles. Those Subscription Agreements as described above and existing on January 1, 2016, 0:00 hours, are listed in Annex 6.1 including the respective order number, as well as, in the case of so- called print subscriptions, additionally the item number in the subscription administration systems of the Transferring Entity. The transfer of the Subscription Agreements includes the transfer to Zeitschriften GmbH of: a) all rights and duties (including delivery obligations towards end customers) arising under the Subscription Agreements transferred - 11 -

pursuant to section 6.1 and which relate to the period of time after the Spin-off Date; in the case of receivables, however, only if they are incurred after the Spin-off Date; b) all agreements for the debit authorisation procedure (Lastschriftverfahren) or unilaterally issued debit authorisations (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 with regard to any Subscription Agreement transferred pursuant to section 6.1; c) consents to advertising for direct marketing (so-called "opt-ins") which have been issued to Axel Springer SE by end customers who are (i) parties to the Subscription Agreements transferred pursuant to this section 6.1 or section 7.1 and (ii) – with the exception of certain titles – not at the same time parties to Subscription Agreements for other titles of Axel Springer SE. The above "opt-ins" existing as of January 1, 2016, 0:00 hours, are listed in Annex 6.1c) specifying the relevant personal ID from the CRM systems of the Transferring Entity.

6.2 From the Closing Date (section 13), the Acquiring Entity will be granted access to the actual personal data at the disposal of Axel Springer SE and relating to the existing Subscription Agreements transferred pursuant to section 6.1, and with regard to which Axel Springer SE is the controller (verantwortliche Stelle) within the meaning of the Data Protection Act (Bundesdatenschutzgesetz).

Personal data within the meaning of section 6.2 only refers to the data listed in Annex 6.2. Access will initially be granted by the personal data being processed by Axel Springer SE or a subsidiary of Axel Springer SE on behalf of the Acquiring Entity starting on the Closing Date (section 13). For this purpose, the Acquiring Entity, which will be the controller within the meaning of section 3 paragraph 7 of the Data Protection Act from the Closing Date, will conclude an agreement on outsourced data processing (Auftragsdatenverarbeitung) (section 11 of the Data Protection Act) with Axel Springer SE or the relevant subsidiary of Axel Springer SE.

Section 7 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 outstanding positions, and the corresponding personal data, the following provisions are agreed: - 12 -

7.1 Axel Springer SE will transfer to Zeitschriften GmbH all Subscription Agreements for subscription of the magazines of the relevant titles which as of the Closing Date (section 13) have been terminated for no longer than 24 months. The Subscription Agreements which have been terminated for no longer than 24 months as of January 1, 2016, 0:00 hours, are listed in Annex 7.1 including the respective order number, as well as, in the case of so- called print subscriptions, additionally the item number in the subscription administration systems of the Transferring Entity.

7.2 In addition to the terminated Subscription Agreements which are transferred, the actual personal data pursuant to Annex 7.2 relating to the Subscription Agreements and which is at the disposal of Axel Springer SE will be transferred to Zeitschriften GmbH, to the extent that Axel Springer SE is the controller for such data within the meaning of the Data Protection Act. The transfer of the personal data will initially take place by granting access to such data in such a manner that the personal data will be processed by Axel Springer SE or a subsidiary of Axel Springer SE on behalf of the Acquiring Entity, starting on the Closing Date (section 13). For this purpose, the Acquiring Entity, which will be the controller within the meaning of section 3 paragraph 7 of the Data Protection Act from the Closing Date, will conclude an agreement on outsourced data processing (Auftragsdatenverarbeitung) (section 11 of the Data Protection Act) with Axel Springer SE or the relevant subsidiaries of Axel Springer SE.

Section 8 Transfer of pension liabilities

On the Closing Date (section 13), all rights and obligations from the pension commitments existing at Axel Springer SE (unvested or vested expectancies, current pensions in ongoing employment relationships, if any) and similar commitments (e.g. anniversary benefits) towards the employees of Axel Springer SE attributable to the business division containing the relevant magazines (see Annex 20.1) whose employment contracts have not been terminated as at the Closing Date and who have not objected to the transfer of their employment relationships pursuant to section 613a paragraph 6 of the Civil Code will be transferred to Zeitschriften GmbH pursuant to section 324 of the Transformation Act and section 613a paragraph 1 of the Civil Code; these employees also include employees with fixed-term employment or part-time employment relationships. To the extent such obligations are not assigned to the respective party, the parties will be liable as joint and several debtors pursuant to section 133 paragraph 1 and 3 of the Transformation Act as a rule for five years from the day the registration of the Spin-off in the commercial register for Axel Springer SE is deemed to have been announced. In respect of pension obligations on the basis of the Company Pensions Act (Betriebsrentengesetz) which were incurred prior to the Spin-off taking effect the deadline is ten years. - 13 -

Section 9 Litigation relationships and public-law disputes

Axel Springer SE will continue as party to legal proceedings in its own name (Prozessstandschafter) on behalf of Zeitschriften GmbH all litigation relationships and public-law disputes (e.g. appeal proceedings, protest proceedings) including the proceedings before administrative courts which must be factually attributed to the business division containing the relevant magazines or which are related to assets transferred to Zeitschriften GmbH under this Agreement. The parties will seek to (voluntarily) substitute the parties or parties involved ((gewillkürter) Partei- bzw. Beteiligtenwechsel) in these proceedings. If such substitution of parties or parties involved cannot be achieved, or proves to be disproportionately difficult, the parties will, between themselves, treat each other economically as if the litigation relationships and the proceedings before the administrative court had been transferred with effect as of the Spin-off Date. Axel Springer SE will also transfer to Zeitschriften GmbH all legal positions with regard to proceedings towards third parties and all contractual agreements with third parties which relate to the recognition and/or corresponding implementation of court rulings or the assertion of rights reserved to parties involved in the proceedings and which must be factually attributed to the business division containing the relevant magazines, in particular such rights arising from titles and settlements. With regard to mandate and consultancy relationships of Axel Springer SE with third parties in connection with litigation relationships and proceedings before the administrative court in line with this section 9, the parties will also between themselves treat each other economically as if these mandate and consultancy relationships had been transferred with effect as of the Spin-off Date.

Section 10 Transfer of intangible assets

10.1 All intangible assets, industrial property rights (e.g. patents, trademarks, utility models and designs, business designations, domain rights, ancillary copyrights), copyrights and similar rights and assets as well as licences and rights of use to such rights and assets including the relevant know-how and the entire supplier and customer base (with the exception of personal data of end customers of the Subscription Agreements transferred pursuant to sections 6 and 7, which are exclusively subject to the provisions in sections 6 and 7) as well as the legal relationships related to the intangible assets, in particular license and use agreements that are attributable exclusively to the business division containing the relevant magazines, are transferred to Zeitschriften GmbH. In particular the intangible assets listed in Annex 10.1 are transferred to Zeitschriften GmbH.

10.2 In addition, Axel Springer SE will take all necessary steps to ensure that Zeitschriften GmbH will in future be able to use the intangible assets not transferred to Zeitschriften GmbH under this Agreement, in particular software and copyrights that are attributable to the - 14 -

business division containing the relevant magazines, within the necessary scope. Axel Springer SE will grant Zeitschriften GmbH an exclusive, unlimited and irrevocable right to use free of charge the copyrights attributable exclusively to the business division containing the relevant magazines and which cannot be transferred in rem (dinglich) to Zeitschriften GmbH. In cases of joint use, Zeitschriften GmbH will receive a non-exclusive, unlimited and irrevocable right to use free of charge.

10.3 To the extent that license and use agreements remaining with Axel Springer SE contain rights and duties relating to the business division containing the relevant magazines, the parties will use their efforts to procure that the agreement remaining with Axel Springer SE be adjusted accordingly and a new additional contractual agreement be concluded with Zeitschriften GmbH. The parties will ensure, by written agreement or by obtaining the consent of third parties, if necessary, that Zeitschriften GmbH can exercise all of its required rights or that such rights will be exercised in the interest of Zeitschriften GmbH. Zeitschriften GmbH in turn will fulfil the obligations under these contracts to the extent such obligations relate to the business division containing the relevant magazines or will release Axel Springer SE from these obligations in this regard.

10.4 Between themselves (im Innenverhältnis), Axel Springer SE and Zeitschriften GmbH will treat each other with regard to these rights and duties as if Zeitschriften GmbH had become a contractual party or owner in the external relationship (im Außenverhältnis) vis-à-vis third parties. Axel Springer SE will grant Zeitschriften GmbH permission, and authorise Zeitschriften GmbH accordingly, to exercise such rights and perform such duties in its external relationship vis-à-vis third parties with regard to the business division containing the relevant magazines.

Section 11 Equalization claim, cash settlement

11.1 A partial claim of Axel Springer SE against Deutsche Bank AG from the current account agreement (Girovertrag) for the bank account with IBAN DE83 2007 0000 0070 4080 00, BIC DEUTDEHHXXX in the amount of Euro [amount], which will be transferred to the Acquiring Entity as part of the Spin-off Assets, will be allocated to the branch of activity on the Tax Transfer Effective Date. As the Acquiring Entity is part of the cash management of Axel Springer SE, the Acquiring Entity will receive a corresponding credit note (receivable) under the cash management vis-à-vis Axel Springer SE immediately upon the Spin-off becoming effective. Should it turn out later that, irrespective of the above, the difference of the tax book values of the assets less those of the liabilities (without equity) of the assets attributable to the branch of activity pursuant to this Spin-off Agreement based on the status quo - 15 -

as of the Tax Transfer Effective Date (the "Book Value Balance") is negative, the receivable will increase by the amount by which the Book Value Balance is below Euro 0.00.

11.2 In addition, Axel Springer SE will settle the difference towards the Acquiring Entity in cash in the event that the value of the assets to be transferred to the Acquiring Entity pursuant to the above provisions as of the Closing Date (section 13) is below Euro 1,000.00.

Section 12 Assets excluded from the transfer

The following assets do not form part of the Spin-off Assets and are therefore excluded from the transfer under this Spin-off Agreement:

12.1 consents to advertising for direct marketing (so-called "opt-ins") which have been issued to Axel Springer SE by end customers who are either (i) no end customers of the Subscription Agreements transferred pursuant to section 6 and section 7 or (ii) end customers of the Subscription Agreements transferred pursuant section 6 and section 7 as well as simultaneously end customers of Subscription Agreements of other titles of Axel Springer SE (excluding the titles [names]) or (iii) non-customers;

12.2 the bank accounts of Axel Springer SE and the corresponding current account agreements which serve to process the payments of subscription charges;

12.3 all rights and duties of Axel Springer SE under the Subscription Agreements transferred pursuant to section 6 or section 7 above and which relate to the time period prior to the Spin-off Date;

12.4 trade receivables and claims against affiliated companies, in particular claims against customers of the business division containing the relevant magazines (e.g. invoices not yet cleared of direct payers who have not issued SEPA direct debit instructions) and claims against Sales Impact GmbH & Co. KG and Media Impact GmbH & Co. KG arising from sales and advertising revenues, each to the extent that they have already existed as of December 31, 2015;

12.5 all trade payables and liabilities towards affiliated companies of the business division of the related magazines existing and included in the balance sheet as of December 31, 2015, with the exception of delivery obligations towards end customers under the Subscription Agreements relating to the period after the Spin-off Date (section 6.1 lit. a));

12.6 [blank] - 16 -

12.7 [blank]

12.8 the IT systems centrally attributable to the Axel Springer IT business division, also to the extent that they are shared with the business division of the related magazines, in particular the "Woodwing" editorial system, the "Fotostation" system, the output system (OMS), the "Digitaler Anstrich" system, the "Journal Designer" system and Axel Springer office software clients (e.g. Microsoft Office); to this extent, Zeitschriften GmbH will receive a right to use from Axel Springer SE; and

12.9 personal liabilities (in particular pension liabilities) for former employees who have already retired as at the Spin-off Date.

IV. Modalities for the transfer

Section 13 Closing Date

13.1 The transfer of the assets and liabilities encompassed by the Spin-off and the other rights and duties and legal positions of the Transferring Entity will be effected in rem (dinglich) at the time of the registration of the Spin-off in the commercial register for the Transferring Entity (the "Closing Date").

13.2 The possession of the movable assets will be transferred to Zeitschriften GmbH on the Closing Date. To the extent that movable assets are in possession of third parties, Axel Springer SE will transfer its restitution claims to Zeitschriften GmbH.

Section 14 Obstacles to the transfer, catch-all provision

14.1 To the extent that certain 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 assets and liabilities and the other rights and duties or legal positions as well as data to the Acquiring Entity. If the transfer to the Acquiring Entity is not possible 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 themselves (im Innenverhältnis), as if the transfer had taken place also with effect in relation to third parties as of the Spin-off Date. - 17 -

14.2 To the extent that the transfer of certain assets and liabilities or other rights and duties, contracts 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, the provision under the preceding section 14.1 sentence 2 applies accordingly in the relationship between the two companies.

14.3 To the extent that certain 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 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 relevant parties will treat each other, between themselves (im Innenverhältnis), as if the assets and rights mentioned in sentence 1 had not transferred.

14.4 The above provision of section 14.3 applies accordingly if 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 15 Duties of cooperation

15.1 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 relevant Spin-off Assets.

15.2 The parties will support each other in the case of proceedings before public authorities, in particular in external tax audits and in tax disputes and other disputes which relate to time periods up to the Closing Date. In particular, the parties will provide to each other any information and records which are necessary or appropriate in order to fulfil the requirements of tax authorities or 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. - 18 -

Section 16 Protection of creditors and internal compensation

16.1 If and to the extent that claims are asserted by creditors against the Transferring Entity due to the provisions of section 133 of the 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, obligation or liability. The same applies if claims for the posting of security are asserted against the Transferring Entity by such creditors.

16.2 In turn, if and to the extent that claims are asserted by creditors against the Acquiring Entity due to the provisions of section 133 of the Transformation Act or other provisions for liabilities and obligations which are not supposed to be transferred to the Acquiring Entity in accordance with the provisions of this Agreement, the Transferring Entity must indemnify the Acquiring Entity upon first demand against the respective commitment, obligation or liability. The same applies if claims for the posting of security are asserted against the Acquiring Entity by such creditors.

Section 17 Exclusion of warranty

The Transferring Entity does not give any warranty for the quality (Beschaffenheit) and the existence of 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. The Acquiring Entity indemnifies the Transferring Entity against any claims under public or private law, whatever their legal basis. In the event that claims are asserted against the Acquiring Entity, the Acquiring Entity will have no recourse claims against the Transferring Entity. All rights of withdrawal are also excluded in this regard.

- 19 -

V. Consideration and capital measures

Section 18 Grant of shares and capital measures

18.1 Axel Springer SE will receive as consideration for the Spin-off of the Spin-off Assets to the Acquiring Entity 1,000 new shares in Zeitschriften GmbH in the nominal amount of Euro 1.00 each.

18.2 In order to implement the Spin-off, the Acquiring Entity will increase its registered capital by Euro 1,000 from Euro 25,000 to Euro 26,000 by issuing 1,000 new shares in the nominal amount of Euro 1.00 each.

18.3 The new shares will be granted with the right to participate in profits starting on January 1, 2016.

Section 19 No special rights and benefits

19.1 Rights or other measures for individual shareholders or for the holders of special rights within the meaning of section 126 paragraph 1 number 7 of the Transformation Act are not granted and are also not intended to be granted.

19.2 Special benefits within the meaning of section 126 paragraph 1 number 8 of the Transformation Act, especially for members of the executive boards, the managing directors or members of the supervisory boards 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 20 Consequences for the employees and their representative bodies

20.1 The division containing the relevant magazines constitutes part of a business (Betriebsteil), as defined under German employment law, within Axel Springer SE. As this part of the business is to be spun off to Zeitschriften GmbH, the employment relationships of all employees of Axel Springer SE attributable to this part of the business will be transferred to the Acquiring Entity upon the Spin- off taking effect in accordance with sections 613a paragraphs 1 and 4 to 6 of the Civil Code and section 324 of the Transformation Act, unless the relevant employees object to the part of the business being transferred (see section 20.2). All employees of Axel Springer SE who are attributable to this part of the business are listed in Annex 20.1. The transfer effects no changes to the rights and - 20 -

obligations which are governed by individual contracts between these employees and Axel Springer SE until the transfer.

20.2 The requirement set out in section 613a paragraph 5 of the Civil Code that the employees are to be notified of the reason for and the planned date of the transfer, as well as the anticipated consequences and any measures being considered will be met in the form of a separate letter before the date of the transfer. Under section 613a paragraph 6 of the Civil Code, the employees have a right to object to the business transfer. Pursuant to section 323 paragraph 1 of the Transformation Act, the Spin-off will not have any impact on the employees of Axel Springer SE affected by the transfer of the part of the business in terms of any termination of their contracts for a period of two years from the date on which the Spin-off takes effect. Pursuant to section 324 of the Transformation Act and section 613a paragraph 4 of the Civil Code, no contracts may be terminated for reasons related to the transfer of the part of the business. This does not affect the right to give notice of termination for other reasons (section 613a paragraph 4 sentence 2 of the Civil Code). All years of service rendered to or acknowledged by Axel Springer SE will be included in respect of any provisions relating to an employee's years of service.

20.3 Axel Springer SE is a member of the Hamburg Association of Publishers (Zeitungsverlegerverband Hamburg e.V.) and of the Association of Periodicals Publishers of North Germany (Verband der Zeitschriftenverlage Nord e.V.). Zeitschriften GmbH is not a member of any employers' association or directly bound by collective bargaining agreements. The Spin-off and the corresponding transfer of the branch of activity have the following consequences under collective bargaining law for the employees of Axel Springer SE being transferred:

Insofar as the employees are members of the ver.di trade union or the German Journalists' Association (Deutscher Journalisten- Verband e.V. – Gewerkschaft der Journalistinnen und Journalisten) and fall within the scope of the collective bargaining agreements concluded between the relevant parties, the provisions under the relevant collective bargaining agreements applicable on the date of the transfer of the business will become part of their employment relationships upon transfer of the business and will continue to apply statically in the version applicable on the date of the transfer of the part of the business. Such provisions under collective bargaining agreements that continue to apply cannot generally be amended to the detriment of the employees within one year after the date of the transfer of the business. This restriction does not, however, apply if Zeitschriften GmbH is to conclude collective bargaining agreements with the same respective trade union on the same issues or if Zeitschriften GmbH is to join the Hamburg Association of Newspaper Publishers or the Association of Periodicals Publishers - 21 - of North Germany. In such case, the provisions of the collective bargaining agreements that apply due to the fact that both parties are bound by collective bargaining agreements will supersede the statically applicable provisions applicable up to this time. The restriction does not apply either if the collective bargaining agreement in question is no longer valid.

Moreover, Axel Springer SE has agreed a "Company-specific Collective Bargaining Agreement governing Partial Retirement Schemes as Part-Time and Working Block Models" (Firmenbezogener Tarifvertrag zur Altersteilzeit im Teilzeit- und Blockmodell) with the Federal Division for Media, the Arts and Industry of ver.di (ver.di – Vereinigte Dienstleistungsgewerkschaft, Bundesfachbereich Medien, Kunst und Industrie) and the German Journalists' Association. Axel Springer SE will remain the relevant party to the company-specific collective bargaining agreement on the employer's side after the Spin-off, and thus the direct binding effect of the company-specific collective bargaining agreement will also end and the legal consequences outlined above will apply. Whether or not Zeitschriften GmbH will conclude a corresponding company-specific collective bargaining agreement has yet to be decided.

Irrespective of the aforementioned direct binding effect of the collective bargaining agreement, the relevant employees' employment contracts may contain a so-called "reference clause" (Bezugnahmeklausel), which can refer to both existing relevant collective bargaining agreements and other specific collective bargaining provisions. Should the collective bargaining provisions to which reference is made apply due to such provisions contained in individual contracts, the specific wording of the respective reference clause will dictate the effect the clause will have after the business transfer. For reference clauses, for instance, which aim to achieve equal standing with employees directly bound by collective bargaining agreements and refer to directly relevant collective bargaining provisions, the date on which the reference clause was agreed is decisive when determining its relevance: According to the current principle applied by the German Federal Labour Court (Bundesarbeitsgericht), which is, however, currently being reviewed by the European Court of Justice, employment contracts with a reference clause concluded on or after January 1, 2002, continue to be subject to dynamic application after transfer of part of a business unless the clause contains provisions to the contrary. For employment contracts concluded before January 1, 2002, the Federal Labour Court generally regards such reference clauses as "equality arrangements" (Gleichstellungsabreden) which means that such collective bargaining provisions lose their dynamic upon the transfer of (part of) a business to a company that is not bound by collective bargaining agreements and continue to apply statically.

- 22 -

Where there is a conflict of claims between the continued static application of the previously directly applicable collective bargaining provisions that now have continued static application and collective bargaining provisions linked to reference clauses agreed in individual contracts, the principle of favourability will apply, i.e. after a comparison of subject groups, the most favourable provision will apply.

20.4 The Spin-off will trigger a business split and the subsequent independent running of the part of the business and division containing the relevant magazines by the Acquiring Entity.

In the course of the Spin-off, the part of the business to which the division containing the relevant magazines at the Hamburg site is attributable is to be completely spun off from the joint business operations of Axel Springer SE existing there. Zeitschriften GmbH will maintain the division containing the relevant magazines that is transferred to it as an independent entity in terms of organisation with independent management.

The Spin-off of the part of the business containing the relevant magazines described above thus constitutes a change in operations (Betriebsänderung) as defined in section 111 of the Works Council Constitution Act (Betriebsverfassungsgesetz) at the Hamburg site in the form of a business split. In this context, negotiations on a social plan are to be conducted in the near future with the works council responsible for the joint business operations existing at the Hamburg site.

Following the business split, the works council responsible for the joint business operations at the Hamburg site will lose its primary role. Zeitschriften GmbH has no employees and therefore no works council at the present time. From the date of the business transfer, the works council responsible for the joint business operations of Axel Springer SE at the Hamburg site will assume a transitional role for the business operations of Zeitschriften GmbH in Hamburg, which are to be maintained independently, for a period of no longer than six months, during which time it will arrange for the election of an independent works council for the business relating to the relevant magazines (section 21a of the Works Council Constitution Act).

Regarding the joint business operations of Axel Springer SE at the Hamburg site, it cannot be ruled out that, as a result of the Spin-off of the part of the business containing the relevant magazines and other spin-offs planned to take place simultaneously and the staff cuts which have taken place since the last works council election, extraordinary works council elections may be required. Such election is required if, once 24 months have elapsed since the date of - 23 -

the last election, the number of regular employees will have decreased by more than half and more than fifty employees.

Moreover, at the [place name] site, [number] employees attributable to the relevant magazines are employed, who have, until now been incorporated in the operations of Axel Springer SE at that site. Upon the Spin-off taking effect, the part of the business of Axel Springer SE attributable to the division containing the relevant magazines in [place name] is to be separated from the main operations and is in future to be run as a dependent subsidiary enterprise (unselbständiger Nebenbetrieb) attributed under works council constitution law to the operations of Zeitschriften GmbH in Hamburg, and consequently the local works council, or, for a transition period, the works council for the joint business operations of Axel Springer SE at the Hamburg site in its transitional role, will also be responsible for these employees at the [place name] site. Since only [number] employees are affected by this separation, it does not constitute a change in operations as defined in section 111 of the Works Council Constitution Act in the form of a business split, and thus no negotiations in respect of a social plan are necessary.

The general works council for Axel Springer SE will cease to be responsible for the operations of the relevant magazines run by Zeitschriften GmbH once the Spin-off takes effect. As soon as Zeitschriften GmbH runs business operations that are represented under works council constitution law on more than one site, the local works council must form a general works council for Zeitschriften GmbH.

Since Zeitschriften GmbH will remain a group company of Axel Springer SE, the group works council of Axel Springer SE will continue to be responsible for the then independently run business operations of the relevant magazines.

20.5 Reference is made to the provisions of section 8 with respect to the claims and expectancies under occupational pension schemes.

20.6 The Spin-off and Assumption Agreement will be forwarded to the responsible works councils in line with section 126 paragraph 3 of the Transformation Act.

20.7 The situation at Axel Springer SE and Zeitschriften GmbH in respect of co-determination law will not be affected by the Spin-off.

20.8 No other measures as set out in section 126 paragraph 1 number 11 of the Transformation Act are planned as a direct consequence of the Spin-off.

20.9 Once the transfer of the part of the business has been effected, Zeitschriften GmbH will assume unlimited liability for all claims, - 24 -

including outstanding claims, under the transferred employment relationships of the employees who had previously been employed by Axel Springer SE. Axel Springer SE continues to assume joint and several liability with Zeitschriften GmbH for any obligations under these employment relationships that were established prior to the transfer of the part of the business and that fall due within five years of the Spin-off under which claims in a form described in section 197 paragraph 1 number 3 to 5 of the Civil Code are determined or in respect of which enforcement by a court or public authority is enacted or applied for (section 133 paragraphs 1 and 3 of the Transformation Act). In respect of pension obligations on the basis of the Company Pensions Act which were incurred prior to the Spin-off taking effect the deadline as described in sentence 2 is ten years. Whether or not a claim exists under the employment relationship and on what conditions it is to be asserted will still be determined by the relevant employment contract or collective bargaining agreement.

VII. Other provisions

Section 21 Costs and taxes

21.1 The costs incurred at this or at a later time as a consequence of the notarisation of this Spin-off Agreement and of its implementation are borne by the Acquiring Entity. Each party bears its own costs for the General Meeting or its respective 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.

21.2 The Transferring Entity and the Acquiring Entity expect that the Spin-off will not result in any value added tax. If, contrary thereto, the Spin-off does result in value added tax, the Acquiring Entity must reimburse such tax to the Transferring Entity upon submission of a proper invoice.

Section 22 Coming into effect, delay of execution and reservation of the right of withdrawal

22.1 This Spin-off Agreement only takes effect upon the consent of the General Meeting of Axel Springer SE and the shareholders' meeting of the Acquiring Entity. The Spin-off requires the registration in the commercial register for the parties in order to become effective.

22.2 If the Spin-off has not taken effect by registration in the commercial register for the Transferring Entity until the end of December 31, 2016, the following will apply: In deviation of section 3.3 of this - 25 -

Spin-off Agreement, the closing balance sheet of the Spin-off will be based on the balance sheet of Axel Springer SE as of December 31, 2016, 24:00 hours. In deviation from section 2.1 of this Spin-off Agreement, January 1, 2017, 0:00 hours, will be the Spin-off Date and in deviation from section 2.2 of this Spin-off Agreement, December 31, 2016, 24:00 hours, is to be the Tax Transfer Effective Date. Profit participation will commence, in deviation from section 18.3 of this Spin-off Agreement, on January 1, 2017.

22.3 If the Spin-off has not taken effect by the end of March 31, 2017, 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 to withdraw the request submitted by that party for registration in the commercial register.

Section 23 Final provisions

23.1 The place of jurisdiction for all disputes arising under this Spin-off Agreement is Berlin.

23.2 Amendments and supplements to this Spin-off Agreement, including a waiver of this provision itself, require the written form unless stricter form requirements are prescribed by law.

23.3 The Annexes form an integral part of this Spin-off Agreement.

23.4 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."

Special features of the Spin-off and Assumption Agreement for the Spin- off of the "Automotive Magazines division" branch of activity:

Part of the "Automotive Magazines division" branch of activity to be spun off to Axel Springer Auto & Motorsport Verlag GmbH includes, as an essential operating basis, the 100% shareholding in Axel Springer Auto-Verlag GmbH, with its registered office in Hamburg, registered in the commercial register of the local court of Hamburg under HRB 77465. Section 4.2 lit. c) of the Spin- off and Assumption Agreement with Axel Springer Auto & Motorsport Verlag - 26 -

GmbH therefore contains the following additional provision regarding the determination of the Spin-off Assets:

"4.2 The Automotive Magazines business division specified above includes in particular the following items which will be transferred to Axel Springer Auto & Motorsport Verlag GmbH:

[…]

c) the share with the serial number 1 in the nominal amount of Euro 25,000.00 in Axel Springer Auto-Verlag GmbH with all rights and duties, liabilities, contractual relationships and other legal relationships and business documents pertaining thereto; in particular the control and profit and loss transfer agreement dated September 27, 2000 (as amended on March 5, 2013), between the Transferring Entity as controlling company and Axel Springer Auto-Verlag GmbH as controlled company will be transferred;"

In addition, sections 12.6 and 12.7 of the Spin-off and Assumption Agreement with Axel Springer Auto & Motorsport Verlag GmbH in this context contain the following additional provisions regarding the determination of assets expressly excluded from the transfer:

"Section 12 Assets excluded from the transfer

The following assets do not form part of the Spin-off Assets and are therefore excluded from the transfer under this Spin-off Agreement:

[…]

12.6 the Cash Management Framework Agreement (Rahmenvertrag Cash-Management) dated February 22 / April 22, 2013, between the Transferring Entity and Axel Springer Auto-Verlag GmbH;

12.7 the Collection Assignment Agreement (Inkassozessionsvertrag) dated June 13 / 20, 2012, between the Transferring Entity and Axel Springer Auto-Verlag GmbH;"

Finally, section 20.1 and section 20.8 of the Spin-off and Assumption Agreement with Axel Springer Auto & Motorsport Verlag GmbH read, in deviation from the wording set out above, as follows:

"20.1 The Automotive Magazines division constitutes part of a business (Betriebsteil) within the meaning of German employment law, within Axel Springer SE. As this part of the business is to be spun off to Axel Springer Auto & Motorsport Verlag GmbH, the employment relationships of all employees of Axel Springer SE - 27 -

attributable to this part of the business will be transferred to the Acquiring Entity upon the Spin-off taking effect in accordance with sections 613a paragraphs 1 and 4 to 6 of the Civil Code and section 324 of the Transformation Act, unless the relevant employees object to the part of the business being transferred (see section 20.2). Employees from the central departments of publishing house management, marketing & PR and repro who previously acted both for the Automotive Magazines division and other divisions have been allocated to this part of the business, since these activities are allocated to the Automotive Magazines division. All employees of Axel Springer SE who are attributable to this part of the business are listed in Annex 20.1. The transfer effects no changes to the rights and obligations which are governed by individual contracts between these employees and Axel Springer SE until the transfer."

"20.8 No other measures as set out in section 126 paragraph 1 number 11 of the Transformation Act are planned as a direct consequence of the Spin-off.

At or around the same time as the Automotive Magazines part of the business of Axel Springer SE is spun off, however, it is also planned to merge Axel Springer Auto-Verlag GmbH into Axel Springer Auto & Motorsport Verlag GmbH. In respect of the employees of Axel Springer Auto-Verlag GmbH, this merger will also trigger the consequences of a business transfer pursuant to section 324 of the Transformation Act in conjunction with section 613a of the Civil Code, which means that the employment relationships of all employees of Axel Springer Auto-Verlag GmbH will also be transferred to Axel Springer Auto & Motorsport Verlag GmbH pursuant to section 613a paragraphs 1 and 4 to 6 of the Civil Code and section 324 of the Transformation Act (except where employees have asserted any right of extraordinary termination to which they are entitled instead of their right of objection). This will affect another 107 employees (as at December 31, 2015).

At the Hamburg site, the merger will trigger the union of the divisions' operations in the single entity of Axel Springer Auto & Motorsport Verlag GmbH. This will in turn trigger a change in operations as defined in section 111 of the Works Council Constitution Act in the form of a merger of the operations of Axel Springer Auto-Verlag GmbH into the operations of Axel Springer Auto & Motorsport Verlag GmbH, which will also be negotiated in the context of the social plan set out in section 20.4 above. In addition, from the date of the business transfer and the merger of operations, the works council in its transitional role will also be responsible for former employees of Axel Springer Auto-Verlag GmbH who had not previously been represented locally under works council constitution law; this responsibility will pass to the new separate works council once it has been elected in the new - 28 -

business. Through the merger of previously independently managed businesses, or parts of a business, into a single organisational unit, a new business with its own identity under works council constitution law will be created. Axel Springer Auto-Verlag GmbH is not bound by collective bargaining agreements, and thus the transfer of the relevant employees to Axel Springer Auto & Motorsport Verlag GmbH, which is not bound by collective bargaining agreements either, will not prompt any changes."

Special features of the Spin-off and Assumption Agreement for the Spin- off of the "Sports Magazines division" branch of activity

In the Spin-off and Assumption Agreement with Axel Springer Sport Verlag GmbH, section 20.8 reads, in deviation from the wording set out above, as follows:

"20.8 No other measures as set out in section 126 paragraph 1 number 11 of the Transformation Act are planned as a direct consequence of the Spin-off.

At or around the same time as the "Sports Magazines" division of Axel Springer SE is spun off, however, it is also planned to transfer employees attributable to the "Sports Magazines" division, who previously had an employment contract with GmbH & Co. KG or Axel Springer Auto-Verlag GmbH to the newly established Axel Springer Sport Dienstleistungs-GmbH, a wholly owned subsidiary of Axel Springer Sport Verlag GmbH, by way of individual contracts. These employees also include the employees responsible for contributing texts and content to the website www.sportbild.de in the context of the model project for improving "Sport Bild"'s internet appearance. This affects another five employees of BILD GmbH & Co. KG at the Hamburg site (as at December 31, 2015), two employees of Axel Springer Auto-Verlag GmbH at the Hamburg site (as at December 31, 2015) and one employee of Axel Springer Auto-Verlag GmbH at the site (as at January 1, 2016).

Axel Springer Sport Dienstleistungs-GmbH, like BILD GmbH & Co.KG and Axel Springer Auto-Verlag GmbH, is not bound by collective bargaining agreements. It has no employees and therefore no works council at the present time. In the course of the Spin-off of the Sports Magazines division, joint business operations will be established at the Hamburg site between Axel Springer Sport Verlag GmbH and Axel Springer Sport Dienstleistungs-GmbH. This will in turn trigger a change in operations as defined in section 111 of the Works Council Constitution Act in the form of a merger of the operations of Axel Springer Sport Verlag GmbH into the operations of Axel Springer Sport Dienstleistungs-GmbH, which will also be negotiated in the context of the social plan set out in section 20.4 - 29 -

above. In addition, from the date of the business transfer and the merger of operations, the Hamburg works council in its transitional role will also be responsible for employees of Axel Springer Sport Dienstleistungs-GmbH; this responsibility will pass to the new separate works council once it has been elected in the new business.

The employee of Axel Springer Auto-Verlag GmbH employed at the Essen site is to be allocated under works council constitution law following his transfer to Axel Springer Sport Dienstleistungs-GmbH at its dependent subsidiary enterprise in Essen to the existing joint business operations of Axel Springer Sport Dienstleistungs-GmbH at the Hamburg site, and thus the works council in Hamburg, or for a transition period the works council of the joint business operations of Axel Springer SE at the Hamburg site in its transitional role, will be responsible for this employee."

Special features of the Spin-off and Assumption Agreement for the Spin- off of the "Computer Magazines division" branch of activity:

Part of the "Computer Magazines division" branch of activity to be spun off to Axel Springer Computer Verlag GmbH includes, as an essential operating basis, the 100% shareholding in COMPUTER BILD Digital GmbH, with its registered office in Hamburg, registered in the commercial register of the local court of Hamburg under HRB 99655. Section 4.2 lit. c) aa) of the Spin-off and Assumption Agreement with Axel Springer Computer Verlag GmbH therefore contains the following additional provision regarding the determination of the Spin-off Assets:

"4.2 The Computer Magazines business division specified above includes in particular the following items which will be transferred to Axel Springer Computer Verlag GmbH:

[…]

c) aa) the share with the serial number 1 in the nominal amount of Euro 25,000.00 in COMPUTER BILD Digital GmbH with all rights and duties, liabilities, contractual relationships and other legal relationships and business documents pertaining thereto; in particular the control and profit and loss transfer agreement dated March 5, 2007, between the Transferring Entity as controlling company and COMPUTER BILD Digital GmbH as controlled company will be transferred;"

In addition, section 12.6 of the Spin-off and Assumption Agreement with Axel Springer Computer Verlag GmbH in this context contains the following additional provision regarding the determination of assets expressly excluded from the transfer: - 30 -

"Section 12 Assets excluded from the transfer

The following assets do not form part of the Spin-off Assets and are therefore excluded from the transfer under this Spin-off Agreement:

[…]

12.6 the Cash Management Framework Agreement (Rahmenvertrag Cash-Management) dated February 22 / August 14, 2013, between the Transferring Entity and COMPUTER BILD Digital GmbH;"

Only one employee of Axel Springer SE is affected by the Spin-Off of the Computer Magazines business division. Section 4.2 lit. c) bb) of the Spin-off and Assumption Agreement with Axel Springer Computer Verlag GmbH therefore contains the following additional provision regarding the determination of the Spin-off Assets:

"4.2 The Computer Magazines business division specified above includes in particular the following items which will be transferred to Axel Springer Computer Verlag GmbH:

[…]

c) bb) subject to the employee's consent, the employment relationship established with the employee of Axel Springer SE in the reader services department (employee no. 17110);"

In addition, section 8 and section 20 of the Spin-off and Assumption Agreement with Axel Springer Computer Verlag GmbH in this context read, in deviation from the wording set out above, as follows:

"Section 8 Transfer of pension liabilities

As part of the Spin-off, the employment relationship established with the employee of Axel Springer SE in the reader services department (employee no. 17110) is also intended to be transferred subject to the employee's prior consent (see section 4.2 lit. c) bb)). If such consent is given, any rights and obligations arising from the pension commitment of Axel Springer SE towards this employee and any similar obligations arising from the employment relationship with this employee (e.g. anniversary benefits) will also subsequently transfer by analogous application of section 324 of the Transformation Act and section 613a paragraph 1 of the Civil Code to Axel Springer Computer Verlag GmbH as of the Closing Date (section 13). To the extent such obligations are not assigned to the respective party, the parties will be liable as joint and several debtors pursuant to section 133 paragraph 1 and 3 of the Transformation Act as a rule for five years from the day the registration - 31 - of the Spin-off in the commercial register for Axel Springer SE is deemed to have been announced. In respect of pension obligations on the basis of the Company Pensions Act (Betriebsrentengesetz) which were incurred prior to the Spin-off taking effect the deadline is ten years."

"Section 20 Consequences for the employees and their representative bodies

20.1 Since the Spin-off of the Computer Magazines division does not affect any employees of Axel Springer SE with the exception of one employee (employee no. 17110) in the reader services department, and thus no functional working organisational unit of Axel Springer SE is to be transferred to Axel Springer Computer Verlag GmbH, the Spin-off does not constitute a transfer of a branch of activity within the meaning of section 613a of the Civil Code. The transfer of the employment relationship with the employee (employee no. 17110) in the reader services department is to be effected purely on the basis of universal succession under transformation law and depends on the employee's previous consent. If the employee grants her consent, her employment relationship will be transferred with all rights and obligations and in accordance with the other liability provisions of the Transformation Act. Section 613a paragraph 1 sentences 2 to 4 of the Civil Code apply mutatis mutandis with respect to claims under collective standards established at Axel Springer SE.

20.2 Pursuant to section 323 paragraph 1 of the Transformation Act, the Spin-off will not have any impact on the employee in terms of any termination of her contracts for a period of two years from the date on which the Spin-off takes effect.

20.3 Axel Springer SE is a member of the Hamburg Association of Newspaper Publishers (Zeitungsverlegerverband Hamburg e.V.) and of the Association of Periodicals Publishers of North Germany (Verband der Zeitschriftenverlage Nord e.V.). Axel Springer Computer Verlag GmbH is not a member of any employers' association or directly bound by collective bargaining agreements. The Spin-off and the corresponding transfer of the employee's employment relationship to Axel Springer Computer Verlag GmbH thus have the following effects in terms of collective bargaining law:

Insofar as the employee is a member of the ver.di trade union or the German Journalists' Association (Deutscher Journalisten-Verband e.V. – Gewerkschaft der Journalistinnen und Journalisten) and falls within the scope of the collective bargaining agreements concluded between the relevant parties, the provisions under the relevant collective bargaining agreements applicable on the date of the Spin- off will form the content of her employment relationship and will apply statically in the version applicable on this date. Such provisions under collective bargaining law that continue to apply cannot generally be amended to the employee's detriment within one - 32 - year after the employee's employment relationship was effectively transferred to Axel Springer Computer Verlag GmbH. This restriction does not, however, apply if Axel Springer Computer Verlag GmbH is to conclude collective bargaining agreements with the same respective trade union on the same issues or if Axel Springer Computer Verlag GmbH is to join the Hamburg Association of Newspaper Publishers or the Association of Periodicals Publishers of North Germany. In such case, the provisions of the collective bargaining agreements that apply due to the fact that both parties are bound by collective bargaining agreements will supersede the statically applicable provisions applicable up to this time. The restriction does not apply either if the collective bargaining agreement in question is no longer valid.

Moreover, Axel Springer SE has agreed a "Company-specific Collective Bargaining Agreement governing Partial Retirement Schemes as Part-Time and Working Block Models" (Firmenbezogener Tarifvertrag zur Altersteilzeit im Teilzeit- und Blockmodell) with the Federal Division for Media, the Arts and Industry of ver.di (ver.di – Vereinigte Dienstleistungsgewerkschaft, Bundesfachbereich Medien, Kunst und Industrie) and the German Journalists' Association. Axel Springer SE will remain the relevant party to the company-specific collective bargaining agreement on the employer's side, and thus the direct binding effect of the company-specific collective bargaining agreement will also end and the legal consequences outlined above will apply. Whether or not Axel Springer Computer Verlag GmbH will conclude a corresponding company-specific collective bargaining agreement has yet to be decided.

Irrespective of the direct binding effect indicated above, the employee's employment contract contains a so-called "reference clause" (Bezugnahmeklausel) in which reference is made to the Blanket and Salary Collective Agreement (Mantel- und Gehaltstarifvertrag) for the Association of Periodicals Publishers in Hamburg and Schleswig-Holstein (Verein der Zeitschriftenverleger in Hamburg und Schleswig-Holstein e.V.) valid for periodicals publishers who are members of this association. According to the mutual understanding of both the Transferring Entity and Acquiring Entity, the name "Verein der Zeitschriftenverleger in Hamburg und Schleswig-Holstein e.V." also refers to the Periodicals Publishers Association of Schleswig-Holstein (Verband der Zeitschriftenverleger in Hamburg und Schleswig-Holstein e.V.), the predecessor organisation of the Association of Periodicals Publishers of North Germany e.V. The aim of this reference clause is to achieve equality with employees who are directly bound by collective bargaining agreements and to make reference to the directly relevant provisions of collective bargaining agreements. Since the contract clause was agreed after the date identified by court rulings as the relevant effective date for interpretation, - 33 -

according to the current principle applied by the Federal Labour Court (Bundesarbeitsgericht), which is, however, currently being reviewed by the European Court of Justice, the collective bargaining provisions to which reference is made will continue to be applied dynamically after the employer switch has been effected.

Where there is a conflict of claims between the continued static application of the previously directly applicable collective bargaining provisions that now have continued static application and collective bargaining provisions linked to reference clauses agreed in individual contracts, the principle of favourability will apply, i.e. after a comparison of subject groups, the most favourable provision will apply.

20.4 The Spin-off itself has no impact on the operational structures.

The Spin-off of the Computer Magazines division, as described above, does not constitute a change in operations as defined in section 111 of the Works Council Constitution Act in the form of a business split either, since only one employee, and thus not a significant proportion of the staff, of Axel Springer SE at the Hamburg site is affected by the Spin-Off and this employee was not employed in any subunit which could be associated with the Computer Magazines division. The duty to negotiate a social plan does not apply.

Regarding the joint business operations of Axel Springer SE at the Hamburg site, it cannot be ruled out that, as a result of the Spin-off of the part of the business containing Computer Magazines and other spin-offs planned to take place simultaneously and the staff cuts which have taken place since the last works council election, extraordinary works council elections may be required. Such election is required if, once 24 months have elapsed since the date of the last election, the number of regular employees will have decreased by more than half and more than fifty employees.

If the employee of Axel Springer SE consents to her employment relationship being transferred, the employee will leave the existing joint business operations and the scope of responsibility of the aforementioned works council and the general works council of Axel Springer SE. Axel Springer Computer Verlag GmbH has no employees and therefore no works council at the present time. On the date on which the employment relationship is transferred and the division spun off, Axel Springer Computer Verlag GmbH will, however, establish joint business operations with COMPUTER BILD Digital GmbH at the Hamburg site. The employee will thus be included in the existing operations of COMPUTER BILD Digital GmbH and will thus fall within the scope of responsibility of the works council elected for COMPUTER BILD Digital GmbH. Where rights and obligations under the employment relationship were governed by collective bargaining agreements at Axel - 34 -

Springer SE, they will become part of the employment relationship, provided these rights and obligations are not or will not be governed by the collective bargaining agreements that apply at COMPUTER BILD Digital GmbH and will thus also apply at Axel Springer Computer Verlag GmbH as a result of the newly founded joint business operations (application mutatis mutandis of section 613a paragraph 1 sentences 2 to 4 of the Civil Code).

Following the Spin-off in question, COMPUTER BILD Digital GmbH is to be merged into Axel Springer Computer Verlag GmbH within a short space of time (see section 20.8 in this context). This merger will, however, not have any impact on the situation in terms of works council constitution law as described above, since the (joint) business operations will then be run unchanged by Axel Springer Computer Verlag GmbH and the works council elected for COMPUTER BILD Digital GmbH will remain in office.

Since Axel Springer Computer Verlag GmbH will remain a group company of Axel Springer SE, the group works council for Axel Springer SE will remain responsible both for the temporary joint business operations and for the then independently run Computer Magazines operations.

20.5 Reference is hereby made to section 8 in respect of claims and expectancies from the occupational pension scheme.

20.6 The Spin-off and Assumption Agreement will be forwarded to the responsible works councils in line with section 126 paragraph 3 of the Transformation Act.

20.7 The situation at Axel Springer SE and Axel Springer Computer Verlag GmbH in respect of co-determination law will not be affected by the Spin-off.

20.8 No other measures as set out in section 126 paragraph 1 number 11 of the Transformation Act are planned as a direct consequence of the Spin-off. At or around the same time as the Computer Magazines division of Axel Springer SE is spun off, however, it is also planned to merge COMPUTER BILD Digital GmbH into Axel Springer Computer Verlag GmbH. In respect of the employees of COMPUTER BILD Digital GmbH, this merger will also trigger the consequences of a business transfer pursuant to section 324 of the Transformation Act in conjunction with section 613a of the Civil Code, which means that the employment relationships of all employees of COMPUTER BILD Digital GmbH will also be transferred to Axel Springer Computer Verlag GmbH pursuant to section 613a paragraph 1 and paragraphs 4 to 6 of the Civil Code and section 324 of the Transformation Act (except where employees have asserted any right of extraordinary termination to which they are entitled instead of their right of objection). This will affect 121 employees (as at December 31, 2015). - 35 -

The merger will not have any impact on the situation in terms of works council constitution law as described above, since the joint business operations will then be run unchanged by Axel Springer Computer Verlag GmbH. In this context, the identity of the current business unit of COMPUTER BILD Digital GmbH in terms of works council constitution law is not affected and consequently, the works council elected for COMPUTER BILD Digital GmbH will remain in office as the works council for Axel Springer Computer Verlag GmbH.

In view of the fact that the merger has no impact in terms of business organisation and only one employee of Axel Springer Computer Verlag GmbH is to be integrated into the existing business organisation of COMPUTER BILD Digital GmbH, the measure does not trigger a change in operations as defined in section 111 of the Works Council Constitution Act. The duty to negotiate a social plan therefore does not apply.

20.9 Once the transfer of the employment relationship with the employee to Axel Springer Computer Verlag GmbH has been effected, Axel Springer Computer Verlag GmbH will assume unlimited liability in line with the Transformation Act for all claims, including outstanding claims, under the transferred employment relationship. Axel Springer SE continues to assume joint and several liability with Axel Springer Computer Verlag GmbH for any obligations under this employment relationship that were established prior to the Spin-off and that fall due within five years of the Spin-off under which claims in a form described in section 197 paragraph 1 number 3 to 5 of the Civil Code are determined or in respect of which enforcement by a court or public authority is enacted or applied for (section 133 paragraphs 1 and 3 of the Transformation Act). In respect of pension obligations on the basis of the Company Pensions Act which were incurred prior to the Spin-off taking effect the deadline as described in sentence 2 is ten years. Whether or not a claim exists under the employment relationship and on what conditions it is to be asserted will still be determined by the employment contract or collective bargaining agreement."

The Annexes which form an integral part of each Spin-off and Assumption Agreement each have the following material content:

Annex 3.1 contains the spin-off balance sheet.

Annex 4.1a) lists the cost centres and order numbers from the accounting system of Axel Springer SE which are assigned to the relevant business division to be spun off, i.e. the Automotive Magazines, Sports Magazines or Computer Magazines business division. - 36 -

Annex 4.2a) shows the fixed assets to be spun off, Annex 4.2b) shows the current assets to be spun off, in each case relating to the relevant business division.

Annex 5.1 lists the material contractual relationships to be spun off, in each case relating to the relevant business division.

Annex 6.1 contains in each case a list of the existing (active) Subscription Agreements for the magazines of the relevant business division.

Annex 6.1c) lists the consents to advertising for direct marketing (opt-ins) to be spun off in relation to the existing (active) Subscription Agreements and the terminated (inactive) Subscription Agreements of the relevant business division.

Annex 6.2 lists in each case the personal data of end customers relating to the existing (active) Subscription Agreements for the magazines of the relevant business division which Axel Springer SE possesses. The personal data in substance comprises the name, address and bank details of the end customer, as well as details about the subscription, delivery information, outstanding positions and customer complaints.

Annex 7.1 contains in each case a list of all terminated (inactive) Subscription Agreements for the magazines of the relevant business division which have been terminated for no more than 24 months as of January 1, 2016, 0:00 hours, stating the respective item number in the subscription administration systems.

Annex 7.2 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 magazines of the relevant business division. The scope of data is reduced compared to that of the data for the active Subscription Agreements; in particular the bank details, forwarding information and outstanding positions do not form part thereof.

Annex 10.1 lists in each case the intangible assets (in particular trademarks and domains) that belong to the relevant business division and are transferred to the Acquiring Entity.

Finally, Annex 20.1 contains in each case a list of the employees attributable to the relevant business division whose employment relationships will be transferred to the Acquiring Entity upon the Spin-off taking effect, unless the relevant employees object. Since only one employee of Axel Springer SE is affected by the Spin-off of the Computer Magazines business division, the Spin-off and Assumption Agreement with Axel Springer Computer Verlag GmbH does not contain Annex 20.1.

The Executive Board of Axel Springer SE, in each case together with the Management of the relevant Acquiring Entity, has submitted a combined - 37 -

report in which the Spin-off and the Spin-off and Assumption Agreement are explained and justified in detail from both legal and economic angles.

Documents displayed for inspection regarding agenda item 5

The above mentioned Spin-off and Assumption Agreements, the corresponding respective combined reports pursuant to section 127 of the 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 parties are available via the website of Axel Springer SE under www.axelspringer.de/agm2016 from the time the General Meeting is convened and will also be held available at the General Meeting of Axel Springer SE on April 13, 2016.

6. Appointment of the auditor for the annual financial statements and the consolidated financial statements, respectively, appointment of the auditor for the auditor's review of the six-month interim financial report and for any auditor's review of any additional interim financial reports

Based on the recommendation of its Audit Committee, the Supervisory Board proposes to resolve:

a) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is appointed auditor for the annual financial statements and the consolidated financial statements for fiscal year 2016.

b) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Berlin branch, is also appointed auditor for the auditor's review of the six- month interim financial report for fiscal year 2016 as well as for any auditor's review of any additional interim financial reports in the fiscal years 2016 and 2017 until the date of the next General Meeting.

7. Resolution on the amendment of the purpose of the Company and amendment of the Articles of Association

The existing purpose of the Company as specified in the Articles of Association inter alia provides for the operation of printed and electronic media, other activities in the field of information and communications, the operation of printing plants and other production facilities as well as trading with goods of all kinds to the extent that this is useful to achieve the above- mentioned purposes of the Company.

The proposed amendment is intended to modernise the purpose of the Company and to reflect the ongoing digitalisation of our business.

The Supervisory Board and the Executive Board therefore propose to resolve as follows:

Section 2 of the Articles of Association is restated to read as follows:

- 38 -

"§ 2 Purpose of the company

1. The purpose of the company consists of activities in the fields of journalism, media, communications, information, entertainment, classifieds and other advertising and marketing. These activities may be carried out by producing, distributing, acting as intermediary for, selling or trading in rights, content, applications or other products and the provision of related services.

2. The company may engage in all transactions that are related to the purpose of the company or that are conducive to directly or indirectly promoting such purpose.

3. The company may establish, acquire or participate in other companies, in particular companies whose purpose wholly or partly covers the aforementioned areas. The company may consolidate companies in which it holds equity interests under unified management or limit itself to managing its equities interests. The company may outsource or entrust all or part of its operations to affiliated enterprises."

8. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Axel Springer Auto & Motorsport Verlag GmbH

Axel Springer SE and Axel Springer Auto & Motorsport Verlag GmbH, Hamburg, a wholly-owned subsidiary of Axel Springer SE, have signed a control and profit and loss transfer agreement.

The Supervisory and Executive Boards propose to consent to the 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 Axel Springer Computer Verlag GmbH

Axel Springer SE and Axel Springer Computer Verlag GmbH, Hamburg, a wholly-owned subsidiary of Axel Springer SE, have signed a control and profit and loss transfer agreement.

The Supervisory and Executive Boards propose to consent to the 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 Axel Springer Sport Verlag GmbH

Axel Springer SE and Axel Springer Sport Verlag GmbH, Hamburg, a wholly- owned subsidiary of Axel Springer SE, have signed a control and profit and loss transfer agreement.

The Supervisory and Executive Boards propose to consent to the conclusion of the control and profit and loss transfer agreement. - 39 -

11. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Siebenundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH

Axel Springer SE and Siebenundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, Berlin, a wholly-owned subsidiary of Axel Springer SE, have signed a control and profit and loss transfer agreement.

The Supervisory and Executive Boards propose to consent to the conclusion of the control and profit and loss transfer agreement.

12. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Achtundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH

Axel Springer SE and Achtundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, Berlin, a wholly-owned subsidiary of Axel Springer SE, have signed a control and profit and loss transfer agreement.

The Supervisory and Executive Boards propose to consent to the conclusion of the control and profit and loss transfer agreement.

13. Consent to a control and profit and loss transfer agreement between Axel Springer SE and Neunundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH

Axel Springer SE and Neunundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, Berlin, a wholly-owned subsidiary of Axel Springer SE, have signed a control and profit and loss transfer agreement.

The Supervisory and Executive Boards propose to consent to the conclusion of the control and profit and loss transfer agreement.

Further information on agenda items 8 through 13

The control and profit and loss transfer agreements (hereinafter in each case: the Agreement) between Axel Springer SE (as controlling company) and Axel Springer Auto & Motorsport Verlag GmbH, Hamburg, Axel Springer Computer Verlag GmbH, Hamburg, Axel Springer Sport Verlag GmbH, Hamburg, Siebenundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, Berlin, Achtundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, Berlin, and Neunundachtzigste "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. - 40 -

− Beginning with fiscal year 2016 (or – should the Agreement be entered into the commercial register of the domicile of the Controlled Company only after December 31, 2016, – 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.

− 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 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 number 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 - 41 -

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, auditing the control and profit and loss transfer agreements according to section 293b paragraph 1 of the German Stock Corporation Act was not necessary.

Documents displayed for inspection regarding agenda items 8 through 13

The control and profit and loss transfer agreements between Axel Springer SE and the controlled companies, furthermore the annual financial statements for (the short) fiscal year 2015 of the controlled companies which were established only in 2015, the annual financial statements and management reports of Axel Springer SE for fiscal years 2013, 2014 and 2015 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 under www.axelspringer.de/agm2016 and displayed for inspection on the business premises of Axel Springer Auto & Motorsport Verlag GmbH, Axel Springer Computer Verlag GmbH and Axel Springer Sport Verlag GmbH, in each case at Axel-Springer-Platz 1, D-20350 Hamburg, as well as Siebenundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, Achtundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH and Neunundachtzigste "Media" Vermögensverwaltungsgesellschaft mbH, in each case at Axel-Springer-Straße 65, D-10888 Berlin, from the time the General Meeting is convened.

The above-mentioned documents will also be made available at the General Meeting on April 13, 2016.

Other documents

The report of the Executive Board on the partial utilisation of the authorised capital subject to exclusion of the shareholders' subscription right of March 1, 2016, is available via the website of Axel Springer SE under www.axelspringer.de/agm2016 from the time the General Meeting is convened and will also be held available at the General Meeting on April 13, 2016.

Total number of shares and voting rights

At the point in time at which the General Meeting is convened, 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 point in time at which the General Meeting is convened, the total number of shares and voting rights is thus 107,895,311. - 42 -

Please note that at the time when the General Meeting is convened, the Company does not own any treasury shares.

Requirements for participating in the General Meeting and the exercise of the voting right

All shareholders listed in the Company's share register are entitled to participate in the General Meeting provided that 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, April 8, 2016, 24:00 hours (midnight) (last registration date), in text form by postal mail, by fax or by e-mail as follows:

Axel Springer SE c/o C-HV AG Gewerbepark 10 D-92289 Ursensollen Telefax: +49-9628-9299872 E-mail: [email protected]

A registration form will be sent directly to our shareholders.

In case a bank (Kreditinstitut) is registered in the Company's share register, it may only exercise the voting right for shares it does not hold if the beneficial owner of the shares has granted a proxy therefor. This applies accordingly for 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, subsequent to registration for the General Meeting, shareholders may still dispose of their shares; the provision in section 5 paragraph 3 of the 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, in relation to the Company, only a shareholder who is listed in the Company's share register is deemed a shareholder of the Company. Accordingly, with respect to the participation right, as well as to the number of voting rights allocated to a person entitled to participate in the General Meeting, the status of registrations in the share register on the day of the General Meeting is decisive.

Note with regard to registration stop (Umschreibestopp) in the share register

For organisational reasons, those who acquire shares and whose request for change in registration are received by the Company after the last registration date (April 8, 2016, 24:00 hours (midnight)) 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 - 43 -

cases, participation and voting rights remain with the shareholder listed in the share register for the respective share until the change is registered.

Furthermore, due to the review of conditions for granting consent to the purchase of shares required under section 5 paragraph 3 of the 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 April 8, 2016 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 registration requests 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 (Textform). The same applies to the proof of the granting of a proxy vis-à-vis the Company and to a possible revocation of the proxy.

The special statutory provisions of section 135 of the German Stock Corporation Act apply for 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 the 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 the procedure for their own authorisation as proxy; shareholders are therefore requested to timely coordinate the applicable form and procedure for granting a proxy with the relevant holder 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 proxy.

The granting and revocation of a proxy may be declared vis-à-vis the Company or vis- à-vis the holder of the 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 the proxy, or of its revocation, the following address may be used, to which, in particular, transmissions by e-mail are also possible:

Axel Springer SE c/o C-HV AG Gewerbepark 10 D-92289 Ursensollen - 44 -

Telefax: +49-9628-9299872 E-mail: [email protected]

The 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 the proxy is declared 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 the exercise of 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 the proxy and for 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 April 8, 2016, 24:00 hours (midnight).

Rights of the shareholders (motions, nominations, requests for information)

Expansion of the agenda

Shareholders whose shares in total amount to a twentieth share of the share capital or the pro rata amount of Euro 500,000 (corresponding to 500,000 shares) can request, pursuant to art. 56 sentences 2 and 3 of the SE Regulation, section 50 paragraph 2 of the German Law Enacting the SE Regulation (SE-Ausführungsgesetz), 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 March 13, 2016, 24:00 hours (midnight). The minimum holding period of three months that applies for shareholders in a German stock corporation does not apply to the shareholders in a European Company (SE).

We ask that any possible additional agenda request be sent to the following address:

Axel Springer SE Attn.: The Executive Board Axel-Springer-Straße 65 D-10888 Berlin

Additional agenda items which are to be announced will – insofar as they were not announced with the invitation already – be announced in the German Federal Gazette (Bundesanzeiger) without undue delay after receipt of the request. They shall also be published in the internet under www.axelspringer.de/agm2016.

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 - 45 -

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 March 29, 2016, 24:00 hours (midnight) at the following address:

Axel Springer SE Investor Relations Axel-Springer-Straße 65 D-10888 Berlin Telefax: +49-30-2591 77422 E-mail: [email protected]

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 under www.axelspringer.de/agm2016, 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 accordingly to the proposal of a shareholder for the 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 for the 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. Further, proposals for the election of members of the Supervisory Board need not be made accessible if they do not contain information about the membership of the proposed candidate in other statutory supervisory boards 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 only be considered by the General Meeting 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, upon request during the General Meeting each shareholder is to be provided information by the Executive Board concerning matters of the Company to the extent such information is necessary for the proper assessment of an agenda item and, in so far as no right to withhold the information applies. The obligation of the Executive Board 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. - 46 -

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 authorised to restrict the shareholders' right to pose questions and to speak to a reasonable period of time in accordance with the provisions in section 20 paragraph 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 2 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 under www.axelspringer.de/agm2016.

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 www.axelspringer.de/agm2016. 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 under the aforementioned address.

Publication of the invitation to the General Meeting and of other documents in conjunction with the General Meeting

The information which is 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 at the meeting, the motions of shareholders and further information are available in the internet under www.axelspringer.de/agm2016.

The results of the voting at the General Meeting will be announced under the same internet address after the General Meeting.

This invitation to the General Meeting will be published in the German Federal Gazette on March 4, 2016. The invitation to the General Meeting will be directly sent to the shareholders of the Company.

Berlin, March 2016 Axel Springer SE The Executive Board