Financial Statements of Axel Springer SE for the Period Ending 17December 31, 2017

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Financial Statements of Axel Springer SE for the period ending 17December 31, 2017

Content

3 Balance Sheet

4 Income Statement

5 Notes to the Financial Statements

5 General information

5 Accounting policies

7 Notes to the balance sheet

13 Notes to the income statement

15 Other disclosures

25 Responsibility Statement

26 Independent Auditor’s Report

The combined management report of Axel Springer SE and Axel Springer Group is published in the Axel Springer Group’s 2017 annual report.

Financial Statements 2017 Axel Springer SE Balance Sheet Balance Sheet

€ millions Note 12/31/2017 12/31/2016

Fixed assets (1) 5,797.3 5,605.9

Current assets 276.4 298.1

Prepaid expenses 4.0 4.5

ASSETS 6,077.6 5,908.5

€ millions Note 12/31/2017 12/31/2016

Equity (4) 2,632.7 2,565.8

Provisions (5) 333.2 266.7

Liabilities (6) 3,086.7 3,051.8

Deferred income 25.0 24.2

EQUITY AND LIABILITIES 6,077.6 5,908.5

Financial Statements 2017 Axel Springer SE Income Statement Income Statement

€ millions Note 2017 2016

Net income 271.9 296.4

Distributable profit 215.8 205.0

4 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements Notes to the Financial Statements

General information Systematic depreciation and amortization was based on the following typical useful lives: Axel Springer SE is a European exchange-listed stock corporation (Societas Europaea) with its head office in in years Useful life Berlin, Germany. The company is registered with the commercial register of Berlin-Charlottenburg Local Court under the number HRB 154517 B.

The annual financial statements were prepared in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, “HGB”) and the German Stock Corporation Act (Aktiengesetz, “AktG”) in conjunc- tion with Article 61 of Council Regulation (EC) No 2157/2001.

The balance sheet and income statement correspond to the classification requirements of the HGB; the income statement was prepared using the total cost (nature of expense) method. The annual financial statements were Non-current financial assets are recognized at acquisi- prepared in euros (€); all amounts are reported in € mil- tion cost or at the lower fair value on the balance sheet lions unless otherwise indicated. Totals and percentages date if impairments are expected to be permanent. were calculated based on the non-rounded euro amounts and may differ from a calculation based on the Current assets reported amounts in millions of euros. To improve clarity and legibility, individual line items were aggregated in the Raw materials and supplies as well as merchandise are balance sheet and income statement and then pre- measured at acquisition cost or the lower fair value on sented separately in the notes to the annual financial the balance sheet date; semi-finished and finished goods statements. are measured at production cost. In addition to direct material and labor costs, production cost includes an ap- The annual financial statements and the combined man- propriate share of the necessary indirect material and la- agement report of the Company and Axel Springer bor costs, including depreciation to the extent they are Group will be published in the Federal Gazette. related to production. Inventory risks associated with the storage period or reduced utility are accounted for Accounting policies through appropriate allowances.

Fixed assets Receivables and other assets are recognized at nominal value or acquisition cost or the lower fair value on the Intangible assets and tangible fixed assets that have balance sheet date. Individual risks are accounted for been purchased are recognized at cost. Finite-lived as- through adequate allowances. sets are depreciated systematically using the straight-line method over the expected useful life. Additional write- Cash and cash equivalents include cash on hand, cash downs to the lower fair value on the balance sheet date in banks as well as checks and are recognized at nomi- are charged if the impairment is expected to be perma- nal value or the lower fair value on the balance sheet nent. date.

5 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Provisions and liabilities expenses resulting from changes in the actuarial interest rate are recognized under other operating income and Provisions for pensions and similar obligations (“Pension personnel expenses respectively. provisions”) are measured on the basis of actuarial calcu- lations according to the projected unit credit method and Liabilities are recognized at the settlement amount. reflect future compensation and pension adjustments. Discounting is based on the average market interest rate Taxes of the past ten financial years on the basis of an as- sumed remaining maturity of 15 years. Deferred taxes Deferred taxes are calculated for temporary differences In order to secure and fulfill pension obligations of Axel between the tax bases of assets and liabilities and the Springer SE a so-called Contractual Trust Arrangement carrying amounts of those assets and liabilities in the exists. The legally independent registered association, separate financial statements as well as for interest and Axel Springer Pensionstreuhand e.V., Berlin, is responsi- losses carried forward. Dependent enterprises in the fis- ble for the management in trust of assets that serve only cal unit for income tax purposes and partnerships in to fulfill pension obligations and are protected from ac- which Axel Springer SE is invested are also included in cess by all other creditors (plan assets). The plan assets the calculation. Deferred tax assets and liabilities are net- are measured at fair value and netted with the pension ted; any resulting net deferred tax assets are not recog- provisions. nized.

Provisions for taxes and other provisions are recognized Other taxes based on prudent business judgment for contingent lia- Expenses for other taxes have been reported under bilities and expected losses from executory contracts in other operating expenses and are listed separately in the the necessary settlement amount, taking into account notes. expected price and cost increases. Provisions with a remaining term of more than one year are discounted at Currency translation the matching average market interest rate of the past seven financial years. As a rule, receivables and other assets, cash and cash equivalents, and liabilities denominated in foreign cur- Net interest income only includes interest from the com- rency are translated at the mean spot exchange rate pre- pounding of provisions attributable to the reporting year. vailing on the balance sheet date. Income and expenses from plan assets are combined with the interest cost of pension provisions. Income and

6 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Notes to the balance sheet

(1) Fixes assets

Intangible assets Rights and Advanced Intangible € millions licenses payments assets Acquisition or production cost

12/31/2017 112.6 2.5 115.1

Accumulated amortization and impairments

12/31/2017 100.6 0.0 100.6

Carrying amounts

12/31/2017 12.0 2.5 14.5

Impairments of intangible assets in the amount of € 1.3 million (PY: € 1.8 million) were recognized in the reporting period.

7 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Property, plant and equipment Other Advanced Technical equipment, payments equipment operational and Property, Land and and and office construction plant and € millions buildings machinery equipment in progress equipment

12/31/2017 92.5 7.1 52.7 90.5 242.8

Accumulated depreciation and impairments

12/31/2017 53.9 7.1 42.5 0.0 103.5

Carrying amounts

12/31/2017 38.6 0.0 10.2 90.5 139.3

Impairments of property, plant and equipment amounted completed in the end of 2017 (for further information see to € 0.8 million (PY: € 0.0 million). Note (8)), advanced payments and construction in progress related to the new headquarter building (Axel- The disposals of the financial year largely related to the Springer-Neubau) in Berlin. sale of the Axel-Springer-Passage in Berlin which was

8 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Non-current financial assets Shares in Loans to Loans to Non-current affiliated affiliated Other other financial € millions companies companies investments investments Other loans assets

12/31/2017 5,634.5 156.0 44.6 0.5 0.5 5,836.1

Accumulated impairments

12/31/2017 170.3 10.7 11.1 0.5 0.0 192.6

Carrying amounts

12/31/2017 5,464.2 145.3 33.5 0.0 0.5 5,643.5

Impairments of non-current financial assets in the amount The additions largely related to additional contributions to of € 37.2 million (PY: € 18.8 million) were recognized in affiliated companies' additional paid-in capital and loans the reporting period. to affiliated companies in order to finance company ac- quisitions.

(2) Inventories (3) Receivables and other assets

€ millions 12/31/2017 12/31/2016 € millions 12/31/2017 12/31/2016

Inventories 2.6 2.2

Receivables and other assets 228.6 278.1

Receivables from affiliated companies mainly included financial receivables from Group-wide cash management.

9 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

(4) Equity Note (5). Additionally, deferred tax liabilities recognized to these effects led to a calculative surplus of deferred tax Subscribed capital assets, which raised the restricted retained earnings in The fully paid-in capital stock of € 107.9 million com- the amount of € 12.8 million (PY: € 10.5 million). prises 107,895,311 registered no-par-value shares, each with a notional value of € 1.00 per share. Shares can (5) Provisions only be transferred with the Company's consent. € millions 12/31/2017 12/31/2016 Authorized capital At the annual shareholders' meeting of April 14, 2015, the Executive Board, with the consent of the Supervisory Board, was authorized to increase the capital stock by Provisions 333.2 266.7 up to € 11,000,000 by April 13, 2020 through the issue of new registered no-par-value shares against cash contributions and/or contributions in kind (authorized capital). In this regard, the Executive Board can, with the Pension provisions consent of the Supervisory Board, exclude shareholders' Pension provisions were determined as follows: subscription rights in the event of a capital increase against contributions in kind. At the balance sheet date € millions 12/31/2017 12/31/2016 the utilized authorized capital amounted unchanged to € 8.955.311, whereby the remaining authorized capital amounted unchanged to € 2,044,689. Pension provisions 145.7 125.4

Additional paid-in capital As at the balance sheet date, the additional paid-in capi- Pension provisions were recognized to account for obli- tal remained unchanged at € 547.9 million. gations arising from vested pension rights and current benefits of former and active employees of Axel Springer Retained earnings SE and their surviving dependents, based on individual Retained earnings developed as follows: contracts, labor management agreements, and contributions made to company pension plans by way of salary Other Statutory retained Retained conversion. € millions reserve earnings earnings The settlement amount of the pension obligations was

determined based on an actuarial interest rate of 3.7 %

(PY: 4.0 %) p.a. as well as a pension and qualifying trend

Balance at 12/31/2017 10.2 1,750.9 1,761.1 of 1.5 % (PY: 1.5 %) p.a. The life expectancy was taken from Dr. Klaus Heubeck's Mortality Tables 2005 G.

As of December 31, 2017, retained earnings of € 41.2 The settlement amount of pension obligations using an million (PY: € 33.9 million) were subject to a profit distri- interest rate based on the average market interest rate of bution restriction. The restriction amount resulted from the past seven financial years (2.8 %) amounted to the fair value measurements of plan assets in the amount € 323.7 million. The difference of € 32.9 million com- of € 5.8 million (PY: € 4.1 million) and from the measure- pared to the amount actually recognized (€ 290.8 million) ment of the settlement amount of pension obligations in was subject to a profit distribution restriction, taking de- the amount of € 22.7 million (PY: € 19.3 million), see ferred taxes into account (see Note (4)).

10 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Plan assets comprised the following: The following acquisition costs were incurred for plan assets: € millions 12/31/2017 12/31/2016 € millions 12/31/2017 12/31/2016

Fair value of plan assets 145.0 160.3 Acquisition cost of plan assets 136.7 154.4

Non-current securities exclusively comprised shares in a special alternative investment fund (AIF) as defined in the German Capital Investment Code (investment assets), Other provisions which in particular invests in securities, money market in- Other provisions included, in particular, provisions for struments, and derivatives. The recognized market value performance-dependent compensation and share-based of the investment assets corresponded to their share payment plans (€ 74.1 million.; PY: € 47.0 million), struc- value. Cash and cash equivalents were recognized at the tural measures (€ 18.0 million; PY: € 9.7 million), com- nominal amount. Insurance claims consisted of pledged mitments based on partial retirement agreements reinsurance policies which were recognized at the asset (€ 12.3 million; PY: € 13.2 million) and outstanding sup- value. plier invoices (€ 20.4 million; PY: € 13.5 million).

(6) Liabilities

Remaining term Remaining term longer longer than 1 longer than 1 longer up to 1 year, up to than 5 up to 1 year, up to than 5 € millions 12/31/2017 year 5 years years 12/31/2016 year 5 years years

Liabilities 3,086.7 1,888.7 732.0 466.0 3,051.8 1,638.2 1,413.6 0.0

Liabilities to affiliated companies included mainly financial liabilities arising from Group-wide cash management.

Other liabilities included tax liabilities of € 7.2 million (PY: € 8.2 million).

11 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

(7) Contingent liabilities between Axel Springer SE and the association. Based on the initial lease payments, which will be adjusted in ac- As of the balance sheet date, the following contingent li- cordance with the consumer price index every two years, abilities existed: the estimated lease expenses over the contractual term amount to € 176.7 million. € millions 12/31/2017 12/31/2016 (9) Other financial commitments

Other financial commitments as of the reporting date amounted to € 241,9 million (PY: € 254.3 million) and re- Contingent liabilities 51.6 48.1 sulted predominantly from the new construction project at the Berlin location. The claims from the cited contingent liabilities are not expected to be asserted based on the beneficiaries' previ- (10) Deferred taxes ous payment practices and taking into account the knowledge acquired leading up to the preparation date. Deferred taxes were calculated based on a combined income tax rate of 31.0 %, remaining unchanged from last (8) Transactions not included on the balance sheet year. As in the previous year, the calculation of taxes as of December 31, 2017, resulted in net deferred tax as- At the end of financial year 2017 the Axel-Springer-Pas- sets. This was mainly the result of the lower measure- sage in Berlin was sold at a purchase price of € 330.0 ment of pension obligations for tax purposes. million. Taking into consideration the remaining carrying amount at the disposal date (€ 48.2 million) the profit before tax resulting from the disposal amounted to € 281.8 million. A lease contract was concluded with the pur- chaser of the property. This contract includes the lease back of the overall area of the Axel-Springer-Passage for a period of three years and a lease back of sub-areas for further periods of five and seven years starting on January 1, 2018. Based on the initial lease payments, which will partly be adjusted in accordance with the consumer price index every two years, the estimated lease expenses over the contractual term amount to € 52.0 million.

At the beginning of January 2018 the Axel-Springer- Hochhaus (headquarter building) in Berlin was transferred in trust to the Axel Springer Pensionstreuhand e.V., Berlin (“association“), for recognition as plan assets. In consideration, the association paid an amount of € 15.6 million. The fair value of the building amounted to € 156.0 million. Therefore, plan assets increased by the amount of € 140.4 million. At the date of transfer the remaining carrying amount of the building amounted to € 7.7 million. For the continued use of the building a lease contract over a period of 30 years was concluded

12 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Notes to the income statement (13) Purchased goods and services

(11) Revenues € millions 2017 2016

€ millions 2017 2016

Purchased goods and services 199.9 208.5

Revenues 823.2 833.1 (14) Personnel expenses

Revenues were realized almost entirely in Germany. € millions 2017 2016 (12) Other operating income and expenses

Income unrelated to the accounting period from the disposal of fixed assets (€ 282.4 million; PY: € 98.4 million), Personnel expenses 240.4 203.9 from the reversal of provisions (€ 6.6 million; PY: € 31.1 million), from receivables written down in previous years

(€ 9.3 million; PY: € 0.5 million), from compensation pay- The average number of employees during the year was ments (€ 7.2 million; PY: € 0.0 million), and write-ups of as follows: property, plant and equipment (€ 1.1 million.; PY: € 0,0 million) was recognized under other operating in- 2017 2016 come.

In the financial year’s income from the disposal of fixed assets an amount of € 281.8 million (PY: € 91.2 million) was exceptional and resulted from the sale of the Axel- Total employees 1,427 1,586 Springer-Passage in Berlin, in the previous year from the sale of the office building complex in Hamburg.

Currency translation in the reporting period resulted in gains of € 1.1 million (PY: € 5.3 million) and losses of € 0.9 million (PY: € 5.8 million).

Other operating expenses contained expenses from other taxes in the amount of € 3.9 million (PY: € 3.9 million).

13 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

(15) Income from non-current financial assets (17) Income taxes

€ millions 2017 2016 Income taxes included expenses from the reversal of a tax reserve in the amount of € 33.4 million which was recognized in the previous year.

Profit and loss transfer 231.0 207.5 .

Net income from non-current financial assets 215.8 233.2

(16) Net interest income

€ millions 2017 2016

Net interest income – 33.2 – 30.1

Interest expenses from the compounding of pension provisions (€ 8.6 million; PY: € 11.7 million) included income from plan assets in the amount of € 2.4 million (PY: expenses in the amount of € 0.3 million).

14 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Other disclosures

(18) Supervisory Board

Dr. Giuseppe Vita Dr. Nicola Leibinger-Kammüller Chairman of the Supervisory Board of Axel Springer SE President and Chairwoman of the Managing Board of TRUMPF Seats on comparable boards in Germany and abroad: GmbH + Co. KG ▪ UniCredit S.p.A., Italy (Chairman of the Board of Directors) Seats on other mandatory supervisory boards in Germany: ▪ Siemens AG Dr. h. c. Friede Springer ▪ Voith GmbH & Co. KGaA, previously Voith GmbH Vice Chairwoman of the Supervisory Board of Axel Springer SE Seats on comparable boards in Germany and abroad: William E. Ford TRUMPF Schweiz AG, Switzerland (Board of Directors) CEO General Atlantic Prof. Dr.-Ing. Wolfgang Reitzle Seats on comparable boards in Germany and abroad: Entrepreneur ▪ Authentic Brands Group L.L.C., USA (Board of Directors, since October 2017) Seats on other mandatory supervisory boards in Germany: ▪ IHS Markit Ltd., United Kingdom (Board of Directors) ▪ Continental AG (Chairman) ▪ Oak Hill Advisors, L.P., USA (Partnership Committee) ▪ Hawesko Holding AG (Vice Chairman, until June 2017) ▪ TBG AG, Switzerland (Board of Directors) ▪ Linde AG (Chairman) ▪ Tory Burch LLC, USA (Board of Directors) ▪ Medical Park AG (Chairman) Seats on comparable boards in Germany and abroad: Oliver Heine ▪ Ivoclar Vivadent AG, Liechtenstein (Board of Directors) Attorney at law and partner in the law firm Heine & Partner Seats on comparable boards in Germany and abroad: Martin Varsavsky ▪ YooApplications AG, Switzerland (Board of Directors) CEO Prelude Fertility Inc. Seats on comparable boards in Germany and abroad: Rudolf Knepper ▪ Fon Wireless Ltd., United Kingdom (Chairman of the Board of Directors) Entrepreneur Lothar Lanz Member of various supervisory boards Seats on other mandatory supervisory boards in Germany:

▪ Bauwert AG (Vice Chairman, Chairman, until March 2017) ▪ Dermapharm Holding SE (since January 2018) ▪ Home 24 AG (Chairman) ▪ TAG Immobilien AG (Vice Chairman) ▪ Zalando SE (Chairman) Seats on comparable boards in Germany and abroad: ▪ Do∕an TV Holding A.S., Turkey (Supervisory Board, until March 2017) ▪ Kinnevik AB, Sweden (Board of Directors)

15 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

(19) Executive Board

Dr. Mathias Döpfner ▪ Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors, until June 2017) Chairman and Chief Executive Officer, Journalist ▪ SeLoger.com SAS, France (Supervisory Board) Seats on comparable boards in Germany and abroad: ▪ StepStone GmbH, Germany (Supervisory Board) ▪ Axel Springer Schweiz AG, Switzerland (Chairman of the Board of Di- rectors) ▪ Business Insider Inc., USA (Chairman of the Board of Directors) Dr. Andreas Wiele ▪ eMarketer Inc., USA (Board of Directors) President Classifieds and Marketing Media (since March 1, 2018 ▪ Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors) President Classifieds Media), Lawyer ▪ Time Warner Inc., USA (Board of Directors) Seats on mandatory supervisory boards in Germany: ▪ Vodafone Group Plc., United Kingdom (Board of Directors) ▪ AWIN AG (Chairman), previously ZANOX AG ▪ Warner Music Group Corp., USA (Board of Directors) ▪ Immowelt AG (Chairman) ▪ Immowelt Holding AG (Chairman) Jan Bayer Seats on comparable boards in Germany and abroad: President News Media, Media scholar ▪ @Leisure Holding B.V., Netherlands (Chairman of the Board of Direc- tors) Seats on comparable boards in Germany and abroad: ▪ Aufeminin S.A., France (Board of Directors) ▪ Business Insider Inc., USA (Board of Directors) ▪ Axel Springer Digital Classifieds France SAS, France (Chairman of the ▪ eMarketer Inc., USA (Board of Directors) Supervisory Board) ▪ Media Impact GmbH & Co. KG, Germany (Chairman of the Advisory ▪ Business Insider Inc., USA (Board of Directors) Board) ▪ Car & Boat Media SAS, France (Chairman of the Supervisory Board) ▪ ONET S.A., Poland (Supervisory Board, since July 2017) ▪ Coral-Tell Ltd., Israel (Chairman of the Board of Directors) ▪ Ringier Axel Springer Media AG, Switzerland (Vice chairman of the Board of Directors, since July 2017, previously Board of Directors) ▪ Elvaston Capital Management GmbH, Germany (Advisory Board, since January 2017) ▪ Ringier Axel Springer Schweiz AG, Switzerland (Chairman of the Board of Directors, since June 2017) ▪ Immoweb SA, Belgium (Chairman of the Board of Directors) ▪ Magnolia AG, Switzerland (Board of Directors, since December 2017) Dr. Julian Deutz ▪ Media Impact GmbH & Co. KG, Germany (Advisory Board, until Sep- tember 2017) Chief Financial Officer, Master’s Degree in Business Administration ▪ meinestadt.de GmbH (Chairman of the Supervisory Board) Seats on mandatory supervisory boards in Germany: ▪ SeLoger.com SAS, France (Chairman of the Supervisory Board) ▪ AWIN AG (since June 2017) ▪ StepStone GmbH, Germany (Chairman of the Supervisory Board) Seats on comparable boards in Germany and abroad: ▪ Axel Springer Beteiligungen Schweiz AG, Switzerland (Board of Direc- tors, since September 2017) Dr. Stephanie Caspar (since March 1, 2018) ▪ Axel Springer Digital Classifieds France SAS, France (Supervisory Chief Technology and Data Officer, Master’s Degree in Business Board) Administration ▪ Axel Springer International AG, Switzerland (Chairman of the Board of Seats on comparable boards in Germany and abroad: Directors, since June 2017, previously Board of Directors) ▪ Media Impact GmbH & Co. KG, Germany (Advisory Board, since Octo- ▪ Axel Springer Schweiz AG, Switzerland (Board of Directors) ber 2017) ▪ CompuTel Telefonservice AG, Switzerland (Chairman of the Board of ▪ Visoon Video Impact Management GmbH, Germany (Advisory Board, Directors, since September 2017) since November 2017) ▪ Do∕an TV Holding A.S., Turkey (Supervisory Board, since March 2017) ▪ Jean Frey AG, Switzerland (Chairman of the Board of Directors, since September 2017)

▪ Ringier Axel Springer Media AG, Switzerland (Board of Directors, since July 2017)

16 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

(20) Compensation of the Supervisory Board and the Executive Board

The remuneration of the members of the Supervisory In the previous year the members of the Executive Board Board in the reporting period amounted to € 3.0 million were granted additionally a long-term variable remunera- (PY: € 3.0 million). tion in the form of a long-term incentive plan (“LTIP“) with a duration – including lock-up periods – until 2023. The The remuneration of the members of the Executive LTIP stipulates a participation in the increase in the com- Board of Axel Springer SE amounted to € 19.7 million pany value, measured on the basis of market capitaliza- (PY: € 19.2 million). In addition, the members of the Ex- tion. It will be distributed in the form of a cash bonus and ecutive Board were granted a bonus of € 12.0 million by contains a subsequent obligation to purchase Axel the Supervisory Board as part of a voluntary one-time Springer shares in the corresponding amount. At the special payment made by global growth investor General grant date (Mai 1, 2016), the value of the LTIP was deter- Atlantic to Axel Springer in recognition of the outstanding mined at € 32.1 million using a stochastic model for the success of the joint investment in the online classifieds valuation of stock options. business which did not result in expense for the company (see comments in the management report, section The remuneration of former members of the Executive "Corporate Governance Report", section "Compensation Board and their surviving dependents in the reporting report"). The Executive Board thus received € 31.7 mil- period amounted to € 2.5 million (PY: € 2.7 million); pro- lion in the reporting year, including the award. visions in the amount of € 26.3 million (PY: € 27.5 million) were recognized for pension obligations.

(21) List of investments

Significant investments as of December 31, 2017 are listed below.

Share- Net Share- Net holding Via Equity income holding Via Equity income No. Company in % No. € million1) € million1) No. Company in % No. € million1) € million1)

1 @Leisure BR B.V., Eindhoven, Netherlands 100.0 2 38.4 6.3 15 AWIN AG, Berlin 80.0 27 78.6 1.9 @Leisure Holding B.V., Rotterdam, 16 AWIN Inc., Wilmington, USA 100.0 17 1.1 1.3 2 51.0 26 6.5 – 0.8 Netherlands 17 AWIN Ltd., London, United Kingdom 100.0 15 41.8 9.3 3 AanZee VillaXL B.V., Bergen, Netherlands 100.0 2 – 3.8 1.2 18 AWIN SAS, Paris, France 100.0 15 – 0.9 – 0.9 5) 4 AC3 SAS, Guipavas, France 40.0 24 - - AWIN VEICULAÇÃO DE PUBLICIDADE NA 100.0 15 5 affilinet GmbH, Munich 100.0 15 9.7 3.2 19 1.3 1.2 INTERNET LTDA., São Paulo, Brazil 0.0 76 7) 6 Airbnb, Inc., San Francisco, USA 0.1 - - 6) Axel Springer All Media GmbH & Co. KG, 20 100.0 3.1 – 7.6 7 alFemminile s.r.l., Milan, Italy 100.0 13 6.4 0.5 Berlin ANTENNE BAYERN GmbH & Co. KG, 21 Axel Springer Asia GmbH, Hamburg 100.0 35 61.0 49.0 8 16.0 - - 6) Ismaning 22 Axel Springer Auto-Verlag GmbH, Hamburg 100.0 2.1 0.0 2) 9 APM Print d.o.o., Belgrade, Serbia 100.0 122 5.3 0.8 Axel Springer Beteiligungen Schweiz AG, 23 100.0 44 28.5 – 1.4 3) AS TV-Produktions- und Vertriebsges. Zurich, Switzerland 10 100.0 2.8 0.0 mbH, Hamburg Axel Springer Digital Classifieds France 24 100.0 26 604.8 – 1.4 11 AS TYFP Media GmbH & Co. KG, Berlin 50.0 20.1 0.0 SAS, Paris, France 12 AS-NYOMDA Kft, Kecskemét, Hungary 100.0 124 2.2 1.3 Axel Springer Digital Classifieds GmbH, 25 100.0 27 1,006.2 0.0 2) Berlin 13 AUFEMININ SA, Paris, France 78.3 35 117.1 9.5 Axel Springer Digital Classifieds Holding 2) Autobazar.EU portál s.r.o., Nové Mesto 26 100.0 25 1,050.4 0.0 14 100.0 149 6.8 – 0.1 GmbH, Berlin nad Váhom, Slovakia 27 Axel Springer Digital GmbH, Berlin 100.0 2,960.8 0.0 2)

17 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Share- Net Share- Net holding Via Equity income holding Via Equity income No. Company in % No. € million1) € million1) No. Company in % No. € million1) € million1) 28 Axel Springer Digital Ventures GmbH, Berlin 100.0 27 647.8 0.0 2) 66 COMPUTER BILD Digital GmbH, Hamburg 100.0 0.0 0.0 2)

Axel Springer Druckhaus Spandau GmbH 67 Contact Impact GmbH, Hamburg 75.1 20 – 0.2 – 4.3 29 100.0 1.2 – 1.2 & Co. KG, Berlin 68 Coral-Tell Ltd., Tel Aviv, Israel 100.0 26 30.2 11.1 30 Axel Springer España S.A., Madrid, Spain 100.0 3.7 – 0.1 69 DanCenter A/S, Copenhagen, Denmark 100.0 2 5.5 3.6 31 Axel Springer France S.A.S., Paris, France 100.0 3.0 3.4 70 Doğan TV Holding A.S., Istanbul, Turkey 6.7 65 303.7 – 36.0 Axel Springer Ideas Engineering GmbH, 32 100.0 49 0.5 0.0 2) Berlin 71 DreamLab sp. z o.o., Krakow, Poland 100.0 110 13.2 7.3

2) Dreizehnte "Media" Vermögensverwaltungs- 33 Axel Springer ideAS Ventures GmbH, Berlin 100.0 49 4.8 0.0 72 100.0 – 3.2 0.0 ges. mbH, Hamburg 34 Axel Springer International GmbH, Berlin 100.0 1,912.3 0.0 2) Editions Mondadori Axel Springer (EMAS) 73 50.0 31 6.7 6.5 Axel Springer International Holding GmbH, S.E.N.C., Montrouge Cedex, France 35 100.0 34 1,953.6 0.0 2) Berlin 74 eMarketer Inc., New York, USA 93.9 28 8.8 4.6 4)

Axel Springer International Limited, London, 36 100.0 35 388.4 15.1 ENFEMENINO AUFEMININ S.A, Madrid, United Kingdom 75 100.0 13 3.6 0.1 Spain Axel Springer Kundenservice GmbH, 37 100.0 0.5 0.0 2) Hamburg 76 eprofessional GmbH, Hamburg 100.0 15 2.6 0.6

Axel Springer Mediahouse Berlin GmbH, Finanzen Corporate Publishing GmbH, 38 100.0 1.1 0.0 2) 77 100.0 – 11.3 0.0 Berlin Berlin

Axel Springer Medien Accounting Service 78 finanzen.net GmbH, Karlsruhe 75.0 28 1.9 5.6 39 100.0 0.1 0.0 2) GmbH, Berlin 79 Gambettes Box SAS, Paris, France 100.0 106 1.4 0.5

40 Axel Springer Norway AS, Oslo, Norway 100.0 36 98.9 2.9 80 Garantie System SAS, Paris, France 100.0 62 5.9 0.5 Axel Springer Offsetdruckerei Ahrensburg 41 100.0 19.4 2.5 81 GoBrands Sp. z o.o., Krakow, Poland 100.0 110 – 23.4 – 9.4 GmbH & Co. KG, Ahrensburg 82 Gofeminin.de GmbH, Cologne 100.0 13 16.9 1.3 Axel Springer Offsetdruckerei Kettwig 42 100.0 4.6 – 1.2 GmbH & Co. KG, Essen 83 Good & Co Labs, Inc., San Francisco, USA 100.0 138 0.3 – 0.6

Axel Springer Plug and Play Accelerator 84 Group Nine Media, Inc., New York, USA 13.4 28 - - 5) 43 50.0 28 3.4 – 0.9 GmbH, Berlin Hammerich & Lesser Zeitschriften- und Axel Springer Schweiz AG, Zurich, Switzer- 85 100.0 1.0 – 0.3 44 100.0 12.8 0.0 Buchverlag GmbH, Hamburg land 99.0 136 Axel Springer Services & Immobilien 86 ictjob SPRL, Waterloo, Belgium 3.6 3.6 45 100.0 2.2 0.0 2) GmbH, Berlin 1.0 139 Axel Springer Sport Verlag GmbH, 87 Idealo Internet GmbH, Berlin 74.9 27 32.3 21.5 46 100.0 0.9 0.0 2) Hamburg 88 Immoweb SA, Brussels, Belgium 94.5 24 71.1 16.4 47 Axel Springer Syndication GmbH, Berlin 100.0 49 0.5 0.0 2) 89 Immowelt AG, Nuremberg 100.0 91 14.8 7.6 Axel Springer TV Productions GmbH, 48 100.0 3.2 0.0 2) 90 Immowelt Hamburg GmbH, Hamburg 100.0 91 28.2 4.0 Hamburg 91 Immowelt Holding AG, Nuremburg 55.0 26 157.4 8.5 "Axel Springer Verlag" Beteiligungsgesell- 49 100.0 170.9 0.0 2) schaft mbH, Berlin 92 INFOR BIZNES Sp. z o.o., Warsaw, Poland 49.0 123 8.0 0.2 50 B.Z. Ullstein GmbH, Berlin 100.0 49 15.4 0.0 2) 93 Jobs.ie Ltd, Dublin, Ireland 100.0 132 5.8 3.5 51 Belles Demeures S.A.S., Paris, France 100.0 116 4.3 1.4 Jobsite UK (Worldwide) Limited, London, 94 100.0 142 10.6 4.9 United Kingdom Bilanz Deutschland Wirtschaftsmagazin 52 100.0 49 0.0 0.0 2) GmbH, Hamburg 95 Lakestar II LP, Guernsey, Guernsey 5.7 28 143.4 – 3.2

53 BILD GmbH & Co. KG, Berlin 100.0 68.7 6.0 96 Livingly Media, Inc., San Carlos, USA 100.0 13 – 2.6 0.3 54 Blikk Kft., Budapest, Hungary 100.0 125 2.8 2.4 97 Marmiton SAS, Paris, France 100.0 13 11.3 2.4

Bonial Enterprises North America Inc., 2) 55 100.0 56 1.1 – 7.9 98 Maz&More TV-Produktion GmbH, Berlin 100.0 154 0.0 0.0 New York, USA 99 Media Impact GmbH & Co. KG, Berlin 74.9 20 0.2 – 11.8 56 Bonial Holding GmbH, Berlin 72.5 27 4.3 2.5 Media Impact Polska Sp. z o.o., Warsaw, 50.0 110 57 Bonial International GmbH, Berlin 100.0 56 18.6 0.0 2) 100 6.9 1.1 Poland 50.0 126 58 Bonial SAS, Paris, France 98.0 57 – 3.1 0.7 101 meinestadt.de GmbH, Cologne 100.0 102 10.2 0.0 2) 59 Bonial Ventures GmbH, Berlin 74.9 – 8.9 – 4.2 102 meinestadt.de Holding GmbH, Berlin 100.0 26 64.8 1.7 60 Business Insider Inc., New York City, USA 100.0 28 9.5 – 13.7 103 MeinProspekt GmbH, Berlin 100.0 57 2.5 1.4 61 Candidate Manager Ltd, Dublin, Ireland 100.0 132 – 1.1 0.2 104 Merci Alfred S.A.S., Paris, France 100.0 13 1.5 0.5 61.0 26 62 Car&Boat Media SAS, Paris, France 61.2 12.5 105 My Little Box KK, Tokyo, Japan 100.0 106 1.4 0.9 39.0 24 106 My Little Paris S.A.S., Paris, France 91.7 13 14.2 4.1 CaribbeanJobs Ltd, George Town, 63 100.0 132 1.2 0.4 Cayman Islands 107 Netmums Limited, London, United Kingdom 100.0 13 5.1 1.7 64 Casamundo GmbH, Hamburg 100.0 3 1.8 2.0 108 Newspaper Impact GmbH, Hamburg 100.0 2.7 0.0 2)

65 Commerz-Film GmbH, Berlin 100.0 35 322.0 – 4.5 109 ONET Holding Sp. z o.o., Warsaw, Poland 100.0 125 294.5 8.0

18 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

Share- Net Share- Net holding Via Equity income holding Via Equity income No. Company in % No. € million1) € million1) No. Company in % No. € million1) € million1) 110 Onet.S.A., Krakow, Poland 100.0 109 146.3 0.9 137 StepStone Deutschland GmbH, Düsseldorf 100.0 136 27.7 0.0 2) 111 OnetMarketing Sp. z o.o., Krakow, Poland 100.0 110 113.4 7.9 138 StepStone GmbH, Berlin 100.0 26 453.6 0.0 2)

112 Ozy Media, Inc., Mountain View CA, USA 16.8 28 – 0.3 – 10.8 100.0 136 139 StepStone NV, Brussels, Belgium 0.7 – 1.3 PACE Paparazzi Catering & Event GmbH, 0.0 140 7) 113 100.0 0.3 0.0 2) Berlin StepStone Österreich GmbH, Vienna, 140 100.0 137 – 1.1 – 1.9 114 Pnet (Pty) Ltd, Johannesburg, South Africa 100.0 132 6.5 0.6 Austria 115 Praxis SARL, Chambery, France 100.0 116 0.5 1.0 StepStone Services Sp. z o.o., Warsaw, 141 100.0 136 1.1 0.4 Poland 116 PressImmo On Line S.A.S., Paris, France 100.0 133 173.8 46.0 StepStone UK Holding Limited, London, 142 100.0 138 286.4 25.5 117 profession.hu Kft, Budapest, Hungary 100.0 125 8.3 6.8 United Kingdom

118 Project A Ventures GmbH & Co. KG, Berlin 26.3 27 59.8 – 4.0 Tecoloco International Inc, Panama City, 143 100.0 132 – 2.9 – 0.3 Panama 119 QWANT SAS, Paris, France 18.4 28 0.3 – 3.7

Topreality.sk s.r.o., Nové Mesto nad 120 Radio Hamburg GmbH & Co. KG, Hamburg 35.0 3.5 5.8 144 100.0 149 8.7 – 0.4 Váhom, Slovakia RADIO/TELE FFH GmbH & Co. Betriebs- 121 15.0 - - 6) Totaljobs Group Limited, London, United KG, Bad Vilbel 145 100.0 142 11.3 6.1 Kingdom Ringier Axel Springer d.o.o., Belgrade, 122 100.0 125 12.9 0.8 Serbia 146 Transfermarkt GmbH & Co. KG, Hamburg 51.0 53 1.7 1.9

Ringier Axel Springer Inwestycje Sp. z o.o., 147 Traum-Ferienwohnungen GmbH, Bremen 50.0 1 2.4 2.3 123 99.0 126 2.5 – 0.6 Warsaw, Poland 148 Ullstein GmbH, Berlin 100.0 49 3.7 0.0 2)

Ringier Axel Springer Magyarország Kft, 124 100.0 125 7.0 2.2 149 United Classifieds s.r.o., Bratislava, Slovakia 60.0 128 4.5 – 2.1 Budapest, Hungary 150 upday GmbH & Co. KG, Berlin 100.0 – 0.3 – 16.3 Ringier Axel Springer Media AG, Zurich, 125 50.0 36 504.0 16.3 Switzerland 151 Vertical Media GmbH, Berlin 88.0 154 – 1.6 – 0.3 Ringier Axel Springer Polska Sp. z o.o., 152 Visual Meta GmbH, Berlin 75.6 87 7.6 6.4 126 100.0 125 38.0 3.1 Warsaw, Poland 153 WEBIMM SAS, Paris, France 65.0 133 1.7 0.8 Ringier Axel Springer Schweiz AG, Zurich, 127 50.0 23 20.7 1.5 2) Switzerland 154 WeltN24 GmbH, Berlin 100.0 31.1 0.0 2) Ringier Axel Springer Slovakia a.s., 155 YOURCAREERGROUP GmbH, Düsseldorf 100.0 136 2.1 0.0 128 89.0 125 45.9 1.5 Bratislava, Slovakia 1) Unless otherwise stated, equity and net income according to local statutory financial statements 129 Room 49 GmbH, Berlin 100.0 33 1.4 0.0 2) of the reporting year 2016. Amounts in foreign currency translated at the exchange rate prevail-

130 Saknai Net Ltd., Tel Aviv, Israel 70.0 68 3.5 3.1 ing on December 31, 2017. 2) 131 Sales Impact GmbH & Co. KG, Hamburg 100.0 1.0 – 1.6 Control and profit and loss transfer agreement or profit transfer agreement. 3) Equity and net income for the business year ended as at September 30, 2016. 132 Saongroup Limited, Dublin, Ireland 100.0 142 15.2 9.7 4) Financial statements are not available. Amounts according to US-GAAP subgroup financial 133 SeLoger.com SAS, Paris, France 100.0 24 301.9 6.4 statements of the company. 5) 134 ShareASale.com Inc., Chicago, USA 100.0 16 2.2 2.8 The company was newly founded. Financial statements have not been available yet. 6) Equity and net income are not mentioned as the financial statements are not published. soFeminine.co.uk Limited, London, United 135 100.0 13 – 1.6 – 0.3 7) Shareholding less than 0.0 %. Kingdom

StepStone Continental Europe GmbH, 136 100.0 138 0.0 0.0 2) Berlin

(22) Declaration of conformity with the German Corporate Governance Code

In accordance with section 161 of the German Stock Corporation Act (Aktiengesetz – “AktG”), Axel Springer SE has made the declaration of conformity with the Ger- man Corporate Governance Code issued by the Execu- tive Board and Supervisory Board permanently available to the shareholders on the Company's website at www.axelspringer.de → Investor Relations → Corporate Governance. The declaration of conformity is also published in the Company's 2017 annual report.

19 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

(23) Duty of disclosure concerning investments in accordance with section 21 WpHG and 10.07 % (corresponding 10,865,514 of a total of 107,895,311 voting The number of shares with voting rights, instruments, rights in Axel Springer SE) corresponds to voting rights and the share of voting rights respectively cited in the that are attributable to him in accordance with Section notifications below each relate to the date specified in 22 WpHG, and with regard to the security identification the relevant notification. In particular, it must be pointed number ISIN DE0005754238 37.91 % (corresponding to out that a 1:3 stock split was carried out effective 40,902,000 of a total of 107,895,311 voting rights in Axel May 31, 2011, which tripled the number of shares, and Springer SE) corresponds to voting rights that are at- that due to a capital increase the Company's subscribed tributable to him in accordance with Section 22 WpHG. capital increased from € 98,940,000 to € 107,895,311 The following were specified as the full chain of subsidi- effective December 9, 2015; since that time, it comprises aries, beginning with the ultimate controlling party:

107,895,311 registered no-par-value shares (previously Dr. Mathias Döpfner (49.08 % of the voting rights) and 98,940,000). Brilliant 310. GmbH.

The Capital Group Companies, Inc., California, Los An- FMR LLC, Wilmington, Delaware, USA, notified us (via a geles, USA, notified us (via a notification dated Janu- notification dated July 25, 2017) that, due to an increase ary 25, 2018) that, due to the acquisition/disposal of of proxy for voting rights, its share of voting rights in Axel shares with voting rights, its share of voting rights in Axel Springer SE, Axel-Springer-Straße 65, 10888 Berlin, as

Springer SE, Axel-Springer-Straße 65, 10888 Berlin, as of July 19, 2017 amounts to 2.94 % (previous notifica- of January 22, 2018 amounts to 5.04 % (corresponding tion: 3.79 %), whereby 2.94 % (corresponding to to 5,439,476 of a total of 107,895,311 voting rights in 3,171,903 of a total of 107,895,311 voting rights in Axel

Axel Springer SE, previous notification: 3.36 %), whereby Springer SE, previous notification: 3.65 %) corresponds these voting rights are attributable to it in accordance to voting rights that are attributable to it in accordance with Section 34 of the German Securities Trading Act with Section 22 WpHG; 0.13 % (corresponding to (Wertpapierhandelsgesetz, “WpHG”, new version). The 144,617 of a total of 107,895,311 voting rights in Axel following were specified as the full chain of subsidiaries, Springer SE) which were attributable to instruments in beginning with the ultimate controlling party: The Capital terms of Section 25 (1) No 1 WpHG according to the Group Companies, Inc., Capital Research and Manage- previous notification are no longer notified. The following ment Company (voting rights: 5.04 %). were specified as the full chain of subsidiaries, beginning with the ultimate controlling party: FMR LLC, Fidelity Dr. Mathias Döpfner, date of birth: January 15, 1963, Management & Research Company, as well as FMR

(name of shareholders holding directly 3 % or more vot- LLC, FIAM Holdings Corp., Fidelity Institutional Asset ing rights, if different from the person subject to the noti- Management Trust Company, as well as FMR LLC, FIAM fication obligation: Axel Springer Gesellschaft für Publizis- Holdings Corp., FIAM LLC. tik GmbH & Co., Dr. h.c. Friede Springer) notified us (via a notification dated December 18, 2017, corrected on Fidelity Investment Trust, Boston, Massachusetts, USA, December 22, 2017) that, due to the acquisition/disposal notified us (via a notification dated July 13, 2017) that, of shares with voting rights, his share of voting rights in due to the acquisition/disposal of shares with voting Axel Springer SE, Axel-Springer-Straße 65, 10888 Berlin, rights, its share of voting rights in Axel Springer SE, Axel- as of December 13, 2017 amounts to 49.93 % (previous Springer-Straße 65, 10888 Berlin, as of July 10, 2017 notification: 50.19 %), whereby with regard to the secu- amounts to 2.99 % (previous notification: 3.06 %), rity identification number ISIN DE0005501357 1.95 % whereby 2.99 % (corresponding to 3,221,075 of a total (corresponding to 2,105,145 of a total of 107,895,311 of 107,895,311 voting rights in Axel Springer SE, previ- voting rights in Axel Springer SE) are held directly by him ous notification: 3.03 %) are held directly by it in accord-

ance with Section 21 WpHG; 0.03 % (corresponding to

20 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

32,862 of a total of 107,895,311 voting rights in Axel Cooperatief, L.P. (Bermuda), General Atlantic Coöper- Springer SE) which were attributable to instruments in atief U.A. (Netherlands). terms of Section 25 (1) No 1 WpHG according to the previous notification are no longer notified. The company The Capital Group Companies, Inc., California, Los An- subject to notification is not controlled and does not con- geles, USA, notified us (via a notification dated June 30, trol any other company holding voting rights in Axel 2017) that, due to the acquisition/disposal of shares with Springer SE. voting rights, its share of voting rights in Axel Springer SE, Axel-Springer-Straße 65, 10888 Berlin, as of

GAP-W International, LLC (Delaware), Dover, Delaware, June 27, 2017 amounts to 3.36 % (corresponding to USA, notified us (via a notification dated July 3, 2017) 3,627,362 of a total of 107,895,311 voting rights in Axel that, due to the acquisition/disposal of shares with voting Springer SE), whereby these voting rights are attributable rights, its share of voting rights in Axel Springer SE, Axel- to it in accordance with Section 22 WpHG. The following Springer-Straße 65, 10888 Berlin, as of June 27, 2017 were specified as the full chain of subsidiaries, beginning amounts to 2.06 % (corresponding to 2.227.655 of a to- with the ultimate controlling party: The Capital Group tal of 107,895,311 voting rights in Axel Springer SE, pre- Companies, Inc., Capital Research and Management vious notification: 4.15 %), whereby these voting rights Company (voting rights: 3.36 %). are attributable to it in accordance with Section 22 WpHG. The following were specified as the full chain GAP-W International, LLC (Delaware), Dover, Delaware, of subsidiaries, beginning with the ultimate controlling USA, (name of shareholders holding directly 3 % or more party: GAP-W International, LLC (Delaware), USA, Gen- voting rights, if different from the person subject to the eral Atlantic Coöperatief U.A., Netherlands. notification obligation: General Atlantic Coöperatief U.A., Netherlands) notified us (via a notification dated Febru- GAP (Bermuda) Limited (Bermuda), Hamilton, Bermuda, ary 8, 2017) that, due to the acquisition/disposal of notified us (via a notification dated July 3, 2017) that, due shares with voting rights, its share of voting rights in Axel to the acquisition/disposal of shares with voting rights, its Springer SE, Axel-Springer-Straße 65, 10888 Berlin, as share of voting rights in Axel Springer SE, Axel-Springer- of February 3, 2017 amounts to 4.15 % (corresponding Straße 65, 10888 Berlin, as of June 27, 2017 amounts to 4,477,655 of a total of 107,895,311 voting rights in to 2.06 % (corresponding to 2.227.655 of a total of Axel Springer SE, previous notification: 8.3 %), whereby 107,895,311 voting rights in Axel Springer SE, previous these voting rights are attributable to it in accordance notification: 4.15 %), whereby these voting rights are at- with Section 22 WpHG. The following were specified as tributable to it in accordance with Section 22 WpHG. the full chain of subsidiaries, beginning with the ultimate The following were specified as the full chain of subsidi- controlling party: GAP-W International, LLC (Delaware), aries, beginning with the ultimate controlling party: GAP USA, General Atlantic Coöperatief U.A., Netherlands

(Bermuda) Limited (Bermuda), General Atlantic GenPar (voting rights: 4.15 %). (Bermuda), L.P. (Bermuda), General Atlantic Partners (Bermuda) III, L.P. (Bermuda), General Atlantic Coöper- Die GAP (Bermuda) Limited (Bermuda), Hamilton, Ber- atief U.A. (Netherlands), as well as GAP (Bermuda) Lim- muda (name of shareholders holding directly 3 % or more ited (Bermuda), General Atlantic GenPar (Bermuda) L.P. voting rights, if different from the person subject to the (Bermuda), General Atlantic Partners (Bermuda) II, L.P. notification obligation: General Atlantic Coöperatief U.A., (Bermuda), General Atlantic Coöperatief U.A. (Nether- Netherlands) notified us (via a notification dated Febru- lands), as well as GAP (Bermuda) Limited (Bermuda), ary 8, 2017, corrected the same day) that, due to the ac- General Atlantic GenPar (Bermuda), L.P. (Bermuda), quisition/disposal of shares with voting rights, its share of General Atlantic Partners (Bermuda), L.P. (Bermuda), voting rights in Axel Springer SE, Axel-Springer-Straße General Atlantic Coöperatief U.A. (Netherlands), as well 65, 10888 Berlin, as of February 3, 2017 amounts to as GAP (Bermuda) Limited (Bermuda), General Atlantic 4.15 % (corresponding to 4,477,655 of a total of

21 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

107,895,311 voting rights in Axel Springer SE, previous Axel Springer Gesellschaft für Publizistik GmbH & Co., notification: 8.3 %), whereby these voting rights are at- Berlin, Germany, notified us (via a notification dated De- tributable to it in accordance with Section 22 WpHG. cember 17, 2015, corrected on January 15, 2016) that, The following were specified as the full chain of subsidi- due to a change in the total number of voting rights, its aries, beginning with the ultimate controlling party: GAP total share of voting rights in Axel Springer SE, Axel- (Bermuda) Limited (Bermuda), General Atlantic GenPar Springer-Straße 65, 10888 Berlin, Germany, as of De-

(Bermuda), L.P. (Bermuda), General Atlantic Partners cember 9, 2015 amounts to 47.27 % (corresponding to (Bermuda) III, L.P. (Bermuda), General Atlantic Coöper- 51,000,030 of a total of 107,895,311 voting rights in Axel atief U.A. (Netherlands) (voting rights: 4.15 %), as well as Springer SE, previous notification: 50.0000294 %), GAP (Bermuda) Limited (Bermuda), General Atlantic whereby these voting rights are held directly by it in ac- GenPar (Bermuda) L.P. (Bermuda), General Atlantic Part- cordance with Section 21 WpHG. The following were ners (Bermuda) II, L.P. (Bermuda), General Atlantic specified as the full chain of subsidiaries, beginning with

Coöperatief U.A. (Netherlands) (voting rights: 4.15 %), as the ultimate controlling party: Dr. h.c. Friede Springer well as GAP (Bermuda) Limited (Bermuda), General At- (voting rights: 54.2 %, total: 54.2 %), Friede Springer Ver- lantic GenPar (Bermuda), L.P. (Bermuda), General Atlan- waltungs GmbH (general partner of Friede Springer tic Partners (Bermuda), L.P. (Bermuda), General Atlantic GmbH & Co. KG), Friede Springer GmbH & Co. KG (vo-

Coöperatief U.A. (Netherlands) (voting rights: 4.15 %), as ting rights: 53.69 %, total: 53.69 %), AS Publizistik GmbH well as GAP (Bermuda) Limited (Bermuda), General At- (general partner of Axel Springer Gesellschaft für Publi- lantic Cooperatief, L.P. (Bermuda), General Atlantic zistik GmbH & Co.), Axel Springer Gesellschaft für Publi-

Coöperatief U.A. (Netherlands) (voting rights: 4.15 %). zistik GmbH & Co. (voting rights amounting to 47.27 %,

total: 47.27 %). Morgan Stanley, Wilmington, Delaware, USA, notified us (via a notification dated January 11, 2016) that, due to AS Publizistik GmbH, Berlin, Germany (name of share- the acquisition/disposal of shares carrying voting rights, holders holding directly 3 % or more voting rights, if dif- its total share of voting rights in Axel Springer SE, Axel- ferent from the company subject to the notification obli- Springer-Straße 65, 10888 Berlin, Germany as of Janu- gation: Axel Springer Gesellschaft für Publizistik GmbH & ary 6, 2016 amounts to 0.67 % (previous notification: Co.), notified us (via a notification dated Decem-

9.55 %), whereby 0.07 % (corresponding to 72,515 of a ber 17, 2015, corrected on January 15, 2016) that, due total of 107,895,311 voting rights in Axel Springer SE, to a change in the total number of voting rights, its total previous notification: 8.3 %) corresponds to voting rights share of voting rights in Axel Springer SE, Axel-Springer- that are attributable to it in accordance with Section 22 Straße 65, 10888 Berlin, Germany, as of Decem-

WpHG, and 0.6 % (corresponding to 647,082 of a total ber 9, 2015 amounts to 47.27 % (corresponding to of 107,895,311 voting rights in Axel Springer SE, previ- 51,000,030 of a total of 107,895,311 voting rights in Axel ous notification: 1.25 %) corresponds to instruments as Springer SE, previous notification: 50.0000294 %), defined by Section 25 (1) No 1 WpHG (restitution claim whereby these voting rights are attributable to it in ac- from securities lending transactions, maturity/expiration: cordance with Section 22 WpHG. The following were due at any time, exercise period/term: due at any time). specified as the full chain of subsidiaries, beginning with The following were specified as the full chain of subsidi- the ultimate controlling party: Dr. h.c. Friede Springer aries, beginning with the ultimate controlling party: Mor- (voting rights: 54.2 %, total: 54.2 %), Friede Springer Ver- gan Stanley, Morgan Stanley Capital Management, LLC, waltungs GmbH (general partner of Friede Springer Morgan Stanley Domestic Holdings, Inc., Morgan Stanley GmbH & Co. KG), Friede Springer GmbH & Co. KG (vo-

& Co. LLC, and Morgan Stanley, Morgan Stanley Invest- ting rights: 53.69 %, total: 53.69 %), AS Publizistik GmbH ment Management Inc. (general partner of Axel Springer Gesellschaft für Publi-

22 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

zistik GmbH & Co.), Axel Springer Gesellschaft für Publi- Tweedy, Browne Company LLC, New York, USA, noti- zistik GmbH & Co. (voting rights: 47.27 %, total: fied us in November 2003 (corrected via a notification in

47.27 %). August 2004) that it had exceeded the voting rights

threshold of 5 % on November 6, 2003, and that the

Friede Springer GmbH & Co. KG, Berlin, Germany, noti- share of voting rights attributable to it amounts to 5.75 % fied us in January 2006 in accordance with Sections 21 (rounded), corresponding to 1,955,211 of a total of f. WpHG that at midnight on December 31, 2005/12 34,000,000 registered no-par-value shares in Axel a.m. on January 1, 2006, its share of voting rights in Axel Springer AG with limited transferability and carrying vot-

Springer AG had exceeded the threshold of 50 % and ing rights. The shares are attributable to it in accordance simultaneously also the thresholds of 5 %, 10 %, and with Section 22 (1) No 6 WpHG.

25 % and thus amounts to around 59.82 % (this corresponds to 20,337,710 shares with voting rights with re- Dr. h.c. Friede Springer, Berlin, Germany, notified us in spect to Axel Springer AG’s capital stock totaling January 2003 in accordance with Section 21 (1) WpHG 34,000,000 shares with voting rights). Friede Springer that her share of voting rights in Axel Springer AG had GmbH & Co. KG holds voting rights amounting to exceeded the threshold of 50 % on October 11, 2002

50.0000294 % as a result of the attribution of voting and amounts to 60.4 % since that time. 55.4 % of these rights held directly by Axel Springer Gesellschaft für Pub- voting rights are attributable to her in accordance with lizistik GmbH & Co. (corresponding to 17,000,010 Section 22 (1) sentence 1 No 1 WpHG. In addition, Dr. shares carrying voting rights) in accordance with Sec- h.c. Friede Springer, Berlin, Germany, notified us in Jan- tion 22 (1) sentence 1 No 1 WpHG, and amounting to uary 2003 in accordance with Section 41 (2) sentence 1 around 9.82 % as a result of the attribution of voting WpHG that 50 % of the voting rights and 10 shares in rights held as treasury shares by Axel Springer AG (cor- Axel Springer Verlag AG were attributable to her as of responding to 3,337,700 shares) in accordance with April 1, 2002. Accordingly, 50 % of the voting rights and Section 22 (1) sentence 1 No 1 WpHG. 10 shares are attributable to her in accordance with Sec- tion 22 (1) sentence 1 No 1 WpHG. Friede Springer Verwaltungs GmbH, Berlin, Germany, notified us in January 2006 in accordance with Sections (24) Events after the reporting date 21 f. WpHG that at midnight on December 31, 2005/ 12 a.m. on January 1, 2006, its share of voting rights in For further information regarding the transfer of the Axel-

Axel Springer AG had exceeded the threshold of 50 % Springer-Hochhaus (headquarter building) in Berlin to the and simultaneously also the thresholds of 5 %, 10 %, and Axel Springer Pensionstreuhand e.V., Berlin, see section

25 % and thus amounts to around 59.82 % (this corre- (8). sponds to 20,337,710 shares with voting rights with re- spect to Axel Springer AG’s capital stock totaling At the beginning of January 2018, Axel Springer and 34,000,000 shares with voting rights). Friede Springer Télévision Française 1 (TF1) signed an agreement on the Verwaltungs GmbH holds voting rights amounting to sale of the stake in the French aufeminin Group indirectly

50.0000294 % as a result of the attribution of voting held by the Axel Springer SE at a price of € 38.74 per rights held directly by Axel Springer Gesellschaft für Pub- share. This was equivalent to a premium of 45.7 % on lizistik GmbH & Co. (corresponding to 17,000,010 the closing price on December 8, 2017. Axel Springer's shares carrying voting rights) in accordance with Sec- 78.43 % stake was therefore valued at € 286.1 million, tion 22 (1) sentence 1 No 1 WpHG, and amounting to plus a monthly interest payment until completion of the around 9.82 % as a result of the attribution of voting transaction. Completion of the transaction requires ap- rights held as treasury shares by Axel Springer AG (cor- proval by the relevant antitrust authorities. responding to 3,337,700 shares) in accordance with Section 22 (1) sentence 1 No 1 WpHG.

23 Financial Statements 2017 Axel Springer SE Notes to the Financial Statements

In June 2017, Axel Springer Digitial Classifieds France (25) Profit utilization proposal SAS, a subsidiary of the Axel Springer SE, concluded a sales contract with the French media holding Spir Com- The Supervisory Board and Executive Board propose munication SA (“Spir”) regarding the acquisition of 100 % that the Company applies the full amount of the distribut- of the shares of Spir subsidiary Concept Multimédia at a able profit of € 215.8 million (PY: € 205.0 million) to pay purchase price of € 105 million in consideration of pur- a dividend of € 2.00 (PY: € 1.90) per qualifying share for chase price adjustments still to be determined depend- the 2017 financial year. ing on the net debt and working capital. The transaction was approved by the French antitrust authorities at the The company does not currently hold any treasury end of January 2018 and closed in early February 2018. shares, so that all the company’s shares qualify for divi- In particular, Concept Multimédia, headquartered in Aix- dends. However, the number of shares qualifying for divi- en-Provence and Paris, runs under the core brand of dends may be reduced in the time remaining before the Logic-Immo.com, a real estate portal in France as well as annual shareholders’ meeting. In that case, an adjusted additional online portals for the brokerage of luxury real profit utilization proposal will be submitted to the annual estate and new builds. Logic-Immo.com reached 2.9 shareholders’ meeting, without changing the target divi- million users in January 2017. dend of € 2.00 per qualifying share.

24 Financial Statements 2017 Axel Springer SE Responsibility Statement Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles, the annual financial statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company, and the combined management report of the Company and the Axel Springer Group includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of the Company.

Berlin, February 20, 2018

Axel Springer SE

Dr. Mathias Döpfner Jan Bayer

Dr. Julian Deutz Dr. Andreas Wiele

25 Financial Statements 2017 Axel Springer SE Independent Auditor’s Report Independent Auditor’s Report

To the Axel Springer SE development. Our opinion on the management report does not cover the information contained in section Report on the audit of the annual “Corporate Governance Report” of the management financial statements and of the report, except for the compensation report. management report Pursuant to Section 322 (3) sentence 1 of the German Commercial Code (Handelsgesetzbuch, “HGB”), we de- Opinions clare that our audit has not led to any reservations relating to the legal compliance of the annual financial state- We have audited the annual financial statements of Axel ments and of the management report. Springer SE, Berlin, which comprise the balance sheet as at December 31, 2017, and the income statement for Basis for the opinions the fiscal year from January 1 to December 31, 2017, and notes to the financial statements, including the We conducted our audit of the annual financial state- recognition and measurement policies presented therein. ments and of the management report in accordance with Section 317 HGB and the EU Audit Regulation (No In addition, we have audited the combined management 537/2014, hereinafter “EU Audit Regulation”) and in report of Axel Springer SE and Axel Springer Group compliance with German Generally Accepted Standards (“management report”) for the fiscal year from January 1 for Financial Statement Audits promulgated by the Insti- to December 31, 2017. With regard to the section „Cor- tute of Public Auditors in Germany (Institut der porate Governance Report“ of the management report Wirtschaftsprüfer, “IDW”). Our responsibilities under we have only audited the information contained in sub- those requirements and principles are further described section “Compensation report”. In accordance with the in the “Auditor’s responsibilities for the audit of the an- German legal requirements, we have not audited the nual financial statements and of the management report” other information contained in section “Corporate Gov- section of our auditor’s report. We are independent of ernance Report” of the management report. the Company in accordance with the requirements of European law and German commercial and professional In our opinion, on the basis of the knowledge obtained in law, and we have fulfilled our other German professional the audit, responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) f) of the EU  the accompanying annual financial statements com- Audit Regulation, we declare that we have not provided ply, in all material respects, with the requirements of non-audit services prohibited under Article 5 (1) of the German commercial law applicable to business cor- EU Audit Regulation. We believe that the audit evidence porations and give a true and fair view of the assets, we have obtained is sufficient and appropriate to provide liabilities and financial position of the Company as at a basis for our opinions on the annual financial state- December 31, 2017 and of its financial performance ments and on the management report. for the fiscal year from January 1 to December 31, 2017 in compliance with German legally required ac- Key audit matters in the audit of the annual counting principles, and financial statements

 the accompanying management report as a whole Key audit matters are those matters that, in our profes- provides an appropriate view of the Company’s posi- sional judgment, were of most significance in our audit of tion. In all material respects, this management report the annual financial statements for the fiscal year from is consistent with the annual financial statements, January 1 to December 31, 2017. These matters were complies with German legal requirements and appropriately presents the opportunities and risks of future

26 Financial Statements 2017 Axel Springer SE Independent Auditor’s Report

addressed in the context of our audit of the annual finan- We have analyzed the business plans by comparing ac- cial statements as a whole, and in forming our opinion tual past earnings and the current performance of busi- thereon; we do not provide a separate opinion on these ness figures. As part of our analysis, we also examined matters. the market performance of comparable companies based on figures from the relevant financial year and Below, we describe what we consider to be the key au- forecasted figures for future financial years. We have veri- dit matters: fied the key assumptions made in the business plan in relation to growth and business performance by discuss- (a) Measurement of non-current financial assets ing these in detail with the executive directors of Axel Reasons why the matter was determined to be a key au- Springer SE. We assessed the appropriateness of these dit matter assumptions on this basis. In the financial statements of Axel Springer SE, the balance sheet item "Non-current financial assets" showed The appropriateness of the various key valuation as- shares in affiliated companies, investments, and loans sumptions, such as the discount interest rate and the totaling € 5,644 million, accounting for approximately growth rate, for example, was examined with the support 93 % of the balance sheet total and exceeding the com- of internal valuation experts based on an analysis of mar- pany's equity by € 3,011 million. ket indicators. We have analyzed the parameters that were considered when calculating the discount interest The company carries out an annual impairment test for rates to ensure correct extrapolation, and have verified non-current financial assets in order to determine that the calculation is in compliance with the correspond- whether there is a write-down or write-up requirement. ing requirements of German commercial law. The result of these measurements depends to a large extent on how the company management estimates fu- By means of sensitivity analyses, we have assessed the ture cash inflows and extrapolates the relevant discount risk of impairment in the event of changes to the key interest rates used. measurement assumptions. Further, we have verified the mathematical accuracy of the valuation model taking into Given the complexity underlying the valuation as well as account the requirements of German commercial law. the discretionary powers that can be exercised as part of the measurement, the measurement of non-current fi- Based on our audit procedures, no reservations apply in nancial assets constitutes a key audit matter within the relation to the measurement of non-current financial as- context of our audit. sets.

Auditor’s response Reference to related disclosures As part of our audit, we examined the process imple- Information relating to the accounting and measurement mented by the executive directors of Axel Springer SE as principles applied to non-current financial assets can be well as the accounting and measurement guidelines found in the notes to the financial statements in the sec- used to calculate the fair values of non-current financial tion “Accounting policies”. The changes in non-current fi- assets in order to determine the possible risk of errors, nancial assets are described in the section on notes to and we also acquired an understanding of the steps in- the balance sheet, section (1) “Fixed assets”. This sec- volved in the process and the internal controls imple- tion also contains an explanation of impairment losses mented. We have established that the company's meth- and write-ups to non-current financial assets. ods of calculating capitalization rates and extrapolating future earnings are in compliance with the requirements of German commercial law and with pronouncements issued by professional bodies.

27 Financial Statements 2017 Axel Springer SE Independent Auditor’s Report

(b) Accrued revenue actions shortly before and after the reporting date. In ad- Reasons why the matter was determined to be a key au- dition, we obtained confirmation of accounts receivable dit matter from clients on a random basis. For the financial year 2017, Axel Springer SE achieved revenues of € 823 million from circulation and advertising Based on our audit procedures, no reservations apply in activities mainly. Circulation revenues are generated from relation to the recognition of revenues from the sale of the sales of newspapers and magazines ("print media") circulation and advertising services. as well as digital subscription models. Advertising revenues are generated from the marketing of advertise- Reference to related disclosures ments and advertising space in online and print media. Detailed information concerning the composition of revenues can be found in the notes to the financial state- The executive directors of Axel Springer SE issued de- ments, in the section on notes to the income statement, tailed accounting guidelines for the recognition of reve- note (11) "Revenues". nue and implemented processes for the recognition of revenue. Other information

Given the large number of different contractual agree- The executive directors are responsible for the other in- ments for the various activities, our view is that the ac- formation. The other information comprises the infor- crual of revenue at the reporting date is complex, and as mation contained in section “Corporate Governance Re- such, there is an elevated risk that accounting errors will port” of the management report, except for the compen- occur. sation report, as well as the section “Responsibility Statement” in accordance with Section 264 (2) sentence Auditor’s response 3 HGB and Section 289 (1) sentence 5 HGB. As part of our audit, we have verified the accounting and measurement guidelines applied in the financial state- Our opinions on the annual financial statements and on ments of Axel Springer SE for the recognition of revenue the management report do not cover the other infor- in accordance with the criteria defined in German com- mation, and consequently we do not express an opinion mercial law. We have verified the processes imple- or any other form of assurance conclusion thereon. mented by the executive directors of Axel Springer SE in relation to the accrual of revenue at year-end, in particu- In connection with our audit, our responsibility is to read lar by verifying that returns and further sales discounts the other information and, in so doing, to consider have been taken into account correctly, and have tested whether the other information the controls implemented as part of these processes.  is materially inconsistent with the annual financial In addition, we have analyzed the key revenues for the fi- statements, with the management report or our nancial year 2017 to determine whether, inter alia, there knowledge obtained in the audit, or is a correlation with the associated trade receivables and with payments received. Furthermore, we have randomly  otherwise appears to be materially misstated. verified accrued revenues on the basis of contractual agreements in terms of the requirements of German Responsibilities of the executive directors and the commercial law concerning the recognition of revenues. supervisory board for the annual financial We have audited the revenues for the financial year 2017 statements and the management report on a random basis with regard to accrual accounting by performing case-by-case assessments of revenue trans- The executive directors are responsible for the preparation of the annual financial statements that comply, in all

28 Financial Statements 2017 Axel Springer SE Independent Auditor’s Report

material respects, with the requirements of German Auditor’s responsibilities for the audit of the annual commercial law applicable to business corporations, and financial statements and of the management report that the annual financial statements give a true and fair view of the assets, liabilities, financial position and finan- Our objectives are to obtain reasonable assurance about cial performance of the Company in compliance with whether the annual financial statements as a whole are German legally required accounting principles. In addi- free from material misstatement, whether due to fraud or tion, the executive directors are responsible for such in- error, and whether the management report as a whole ternal control as they, in accordance with German legally provides an appropriate view of the Company’s position required accounting principles, have determined neces- and, in all material respects, is consistent with the annual sary to enable the preparation of annual financial state- financial statements and the knowledge obtained in the ments that are free from material misstatement, whether audit, complies with the German legal requirements and due to fraud or error. appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report In preparing the annual financial statements, the execu- that includes our opinions on the annual financial state- tive directors are responsible for assessing the Com- ments and on the management report. pany’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, mat- Reasonable assurance is a high level of assurance, but is ters related to going concern. In addition, they are re- not a guarantee that an audit conducted in accordance sponsible for financial reporting based on the going con- with Section 317 HGB and the EU Audit Regulation and cern basis of accounting, provided no actual or legal cir- in compliance with German Generally Accepted Stand- cumstances conflict therewith. ards for Financial Statement Audits promulgated by the Institute of Public Auditors in Germany (Institut der Furthermore, the executive directors are responsible for Wirtschaftsprüfer, “IDW”) will always detect a material the preparation of the management report that, as a misstatement. Misstatements can arise from fraud or er- whole, provides an appropriate view of the Company’s ror and are considered material if, individually or in the position and is, in all material respects, consistent with aggregate, they could reasonably be expected to influ- the annual financial statements, complies with German ence the economic decisions of users taken on the basis legal requirements and appropriately presents the oppor- of these annual financial statements and this manage- tunities and risks of future development. In addition, the ment report. executive directors are responsible for such arrange- ments and measures (systems) as they have considered We exercise professional judgment and maintain profes- necessary to enable the preparation of a management sional skepticism throughout the audit. We also report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient  identify and assess the risks of material misstatement appropriate evidence for the assertions in the manage- of the annual financial statements and of the management report. ment report, whether due to fraud or error, design and perform audit procedures responsive to those The supervisory board is responsible for overseeing the risks, and obtain audit evidence that is sufficient and Company’s financial reporting process for the prepara- appropriate to provide a basis for our opinions. The tion of the annual financial statements and of the man- risk of not detecting a material misstatement resulting agement report. from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

29 Financial Statements 2017 Axel Springer SE Independent Auditor’s Report

 obtain an understanding of internal control relevant to  perform audit procedures on the prospective infor- the audit of the annual financial statements and of ar- mation presented by the executive directors in the rangements and measures (systems) relevant to the management report. On the basis of sufficient appro- audit of the management report in order to design au- priate audit evidence we evaluate, in particular, the dit procedures that are appropriate in the circum- significant assumptions used by the executive direc- stances, but not for the purpose of expressing an tors as a basis for the prospective information, and opinion on the effectiveness of these systems of the evaluate the proper derivation of the prospective infor- Company; mation from these assumptions. We do not express a separate opinion on the prospective information and  evaluate the appropriateness of accounting policies on the assumptions used as a basis. There is a sub- used by the executive directors and the reasonable- stantial unavoidable risk that future events will differ ness of estimates made by the executive directors materially from the prospective information. and related disclosures; We communicate with those charged with governance  conclude on the appropriateness of the executive di- regarding, among other matters, the planned scope and rectors’ use of the going concern basis of accounting timing of the audit and significant audit findings, including and, based on the audit evidence obtained, whether a any significant deficiencies in internal control that we material uncertainty exists related to events or condi- identify during our audit. tions that may cast significant doubt on the Com- pany’s ability to continue as a going concern. If we We also provide those charged with governance with a conclude that a material uncertainty exists, we are re- statement that we have complied with the relevant inde- quired to draw attention in the auditor’s report to the pendence requirements, and communicate with them all related disclosures in the annual financial statements relationships and other matters that may reasonably be and in the management report or, if such disclosures thought to bear on our independence and where appli- are inadequate, to modify our respective opinions. cable, related safeguards. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, From the matters communicated with those charged future events or conditions may cause the Company with governance, we determine those matters that were to cease to be able to continue as a going concern; of most significance in the audit of the annual financial statements of the current period and are therefore the  evaluate the overall presentation, structure and con- key audit matters. We describe these matters in our au- tent of the annual financial statements, including the ditor’s report unless law or regulation precludes public disclosures, and whether the annual financial state- disclosure about the matter. ments present the underlying transactions and events in a manner that the annual financial statements give a Other legal and regulatory requirements true and fair view of the assets, liabilities, financial position and financial performance of the Company in Further information pursuant to Article 10 of the compliance with German legally required accounting EU Audit Regulation principles; We were elected as auditor by the annual general meeting on April 26, 2017. We were engaged by the supervi-  evaluate the consistency of the management report sory board on April 26, 2017. We have been the auditor with the annual financial statements, its conformity of Axel Springer SE without interruption since fiscal year with German law, and the view of the Company’s po- 2007. sition it provides;

30 Financial Statements 2017 Axel Springer SE Independent Auditor’s Report

We declare that the opinions expressed in this auditor’s German Public Auditor responsible for the report are consistent with the additional report to the au- engagement dit committee pursuant to Article 11 of the EU Audit The German Public Auditor responsible for the engage- Regulation (long-form audit report). ment is Nathalie Mielke.

In addition to the financial statement audit, we have pro- Berlin, February 21, 2018 vided to the Company or entities controlled by it the following services that are not disclosed in the annual finan- Ernst & Young GmbH cial statements or in the management report: Due dili- Wirtschaftsprüfungsgesellschaft gence services, auditing of voluntary financial statements, services in connection with enforcement pro- ceedings, reviewing of the interim consolidated financial statements, auditing of the system to ensure compliance with the requirements of Section 32 (1) of the German Securities Trading Act (Wertpapierhandelsgesetz, Ludwig Mielke “WpHG”), auditing of financial statements issued pursu- Wirtschaftsprüfer Wirtschaftsprüferin ant to financial reporting principles for special purposes (German Public Auditor) (German Public Auditor) in accordance with the auditing standard IDW PS 480 of the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, “IDW”) as well as auditing of internal control systems of service companies according to auditing standard IDW PS 951.