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

Report of the Executive Board

of Axel Springer SE, Berlin,

regarding the utilisation of authorised capital under exclusion of ’ subscription rights to purchase the remaining 15% of the shares

in the online classifieds company Axel Springer Digital Classifieds

2

Report of the Executive Board regarding the utilisation of authorised capital under exclusion of shareholders’ subscription rights to purchase the remaining 15% of the shares in the online classifieds company Axel Springer Digital Classifieds

In December 2015, Axel Springer SE (hereinafter also referred to as the “Company”) acquired from General Atlantic, a leading global growth equity firm, the remaining 15% of the shares in Axel Springer Digital Classifieds GmbH. Axel Springer Digital Classifieds GmbH, which is now wholly owned by the Axel Springer Group, bundles the digital online classified ads business (the “classifieds business”) which comprises, inter alia, portals such as StepStone, SeLoger, Immowelt/Immonet and yad2. As consideration, Axel Springer SE has granted 8,955,311 new no- registered shares (with certain restrictions on transferability) from the authorised capital created by the annual shareholders’ meeting held in April 2015. In this context, the subscription rights of the shareholders of Axel Springer SE have been excluded. In accordance with the principles recognised by case law, the Executive Board of Axel Springer SE hereby submits the following report on the utilisation of the authorised capital:

1. In accordance with § 5 paragraph 4 of the Articles of Association, the Executive Board was authorised with the consent of the Supervisory Board to increase on one or several occasions the Company’s capital by up to a total of EUR 11,000,000.00 by issuing new no-par value registered shares against cash contributions and/or contributions in kind (including mixed contributions in kind) until 13 April 2020. The Executive Board was also authorised to exclude the subscription rights of the shareholders, subject to Supervisory Board consent, inter alia in case of capital increases against contributions in kind, in particular where companies or parts of companies or participations in companies are acquired. It was possible to determine the profit participation rights carried by the new shares in deviation from Sec. 60 of the German Corporation Act (AktG) in conjunction with Art. 9 (1) (c) (ii) of the SE Regulation (SE-VO).

One way of utilising the authorised capital under exclusion of the subscription rights was the exercise of an option to purchase 15% of the shares in Axel Springer Digital Classifieds GmbH from General Atlantic. By way of an agreement dated 8 December 2014 (“exit agreement”), the Axel Springer Group had increased its original participation in Axel Springer Digital Classifieds GmbH from 70% to 85% against payment of a purchase price of EUR 446 million. Regarding the remaining 15% participation held by General Atlantic, Axel Springer SE was granted a purchase option to be exercised by 30 September 2016 at the latest, which, in principle, provided the granting of shares in the Company as consideration for the granting of shares in Axel Springer Digital Classifieds GmbH. In case of its exercise of the 3

option, Axel Springer SE had the choice whether to grant existing shares or new shares from a capital increase subject to exclusion of the subscription rights. According to the exit agreement, the exchange ratio applicable between the shares in Axel Springer Digital Classifieds GmbH and the shares in Axel Springer SE to be granted as consideration was to be determined by way of valuations of both enterprises in accordance with the Principles for the Performance of Business Evaluations ( Grundsätze zur Durchführung von Unternehmensbewertungen ) of the Institute of Public Auditors in Germany ( Institut der Wirtschaftsprüfer , IDW) and was based on the objective enterprise value ratio.

According to the exit agreement, acquiring the share package held by General Atlantic exclusively against cash payment was only possible if the Company, despite using all reasonable best efforts, was not able to grant Company shares as consideration. In this case, the purchase price had to be based on the amount of EUR 446 million plus interest instead of the enterprise value according to IDW S 1. If the purchase option was not exercised, General Atlantic was to be entitled, inter alia, to sell its remaining share as from 1 January 2018 or to demand a public of Axel Springer Digital Classifieds GmbH after 1 January 2020.

2. On 3 December 2015, the Executive Board of Axel Springer SE decided to exercise the option to purchase the remaining 15% participation in Axel Springer Digital Classifieds GmbH and to grant as consideration new shares by using the authorised capital under exclusion of the subscription rights. For this purpose, the Executive Board has resolved, based on the authorisation under § 5 paragraph 4 of the Articles of Association, to increase the of the Company in the amount of EUR 98,940,000.00 by EUR 8,955,311.00 to EUR 107,895,311.00 by way of a contribution in kind and under exclusion of shareholders’ subscription rights by issuing 8,955,311 no-par value registered shares with a nominal share in the share capital of EUR 1.00 each and entitlement to from 1 January 2015.

The Executive Committee (Präsidium ) acting on behalf of the Supervisory Board of Axel Springer SE approved such decisions of the Executive Board on the very same day. By Supervisory Board resolution of 30 June 2015, by which the respective powers were delegated to the Executive Committee, the latter acted in lieu (and on behalf) of the Supervisory Board.

Subsequently, on 3 December 2015, an amendment agreement to the exit agreement was entered into with General Atlantic in which the exercise of the purchase option and the exchange ratio, i.e., the number of shares to be granted as consideration, were agreed in a binding manner. Accordingly, all new shares were subscribed and 4

acquired by General Atlantic Coöperatif U.A., Amsterdam, the Netherlands. At the same time, the contribution in kind was made by way of a legally valid transfer of the remaining 15% of the shares in Axel Springer Digital Classifieds GmbH to Axel Springer SE.

Also on 3 December 2015, the court-appointed auditor of the contribution in kind, the audit firm Roever Broenner Susat Mazars, Hamburg, certified that the value of the contribution in kind reaches the lowest total issue price for the new shares in the amount of EUR 8.955,311.00. The implementation of the capital increase was registered with the commercial register (Handelsregister ) at the Local Court (Amtsgericht ) of Charlottenburg and has therefore become effective, on 9 December 2015. The share capital of Axel Springer SE thus amounts to EUR 107,895,311.00. The shares held by General Atlantic represent a shareholding of 8.3% in the increased share capital. Holding periods of six and eighteen months, respectively, apply in each case to 50% of the new shares acquired by General Atlantic.

A total of 5,803,799 of the new shares were admitted to trading on 17 December 2015. Admission of the remaining new shares to stock exchange trading is expected to be granted in late 2016.

3. In view of the existing opportunities for strategic development in the digital classifieds business, the Executive Board of Axel Springer has decided to purchase the remaining shares in Axel Springer Digital Classifieds GmbH. The purchase was in the best interests of the Company. Currently, the digital classifieds business is the most profitable business sector of Axel Springer and at the same time strongest in growth. The Executive Board believes that the digital classifieds business will continue to achieve very strong growth in the future. By holding a 100% share in Axel Springer Digital Classifieds GmbH, the Axel Springer Group will benefit even more from such growth. Finally, a strong argument for the exercise of the purchase option was that, otherwise, General Atlantic would have been entitled to sell its share in Axel Springer Digital Classifieds GmbH as from 1 January 2018 or to demand the public listing of Axel Springer Digital Classifieds GmbH as from 1 January 2020. In comparison, the exercise of the purchase option was the economically most attractive choice in the opinion of the Executive Board.

According to the agreements concluded with General Atlantic, in principle, shares in the Company were to be granted as consideration for the granting of shares in Axel Springer Digital Classifieds GmbH. Axel Springer SE had the option either to grant existing shares or new shares from a capital increase subject to exclusion of the subscription rights. Since the Company had no own shares, it would have had to 5

acquire own shares. This was not an option for several reasons. The acquisition of 8,955,311 own shares via the stock exchange would have entailed significant costs and would have significantly impacted the liquidity situation of Axel Springer SE. Further, acquiring own shares in the required number via the stock exchange without affecting the stock exchange price of the share would have taken several months. Implementing a scheme to repurchase its own shares would have taken less time, but would have involved significant effort and cost for the Company. For the aforementioned reasons, the Executive Board has decided - with the consent of the Executive Committee - to issue new shares from authorised capital, thereby protecting the existing liquidity of the Axel Springer Group which is now available for other strategic purposes.

Since the capital increase took place against the contribution in kind of the 15% of shares in Axel Springer Digital Classifieds GmbH exclusively held by General Atlantic, an exclusion of the subscription rights of the shareholders was necessary. The Executive Board is convinced that the exclusion of the subscription rights was necessary in view of the advantages of the acquisition of the shares, and was also in the best interests of the Company.

Finally, the capital increase subject to exclusion of the subscription rights enabled General Atlantic to become a of Axel Springer SE. General Atlantic is an internationally renowned private equity company which is classified by the market as a growth . The Executive Board was and is confident that this participation of General Atlantic will be viewed positively by the , and that the Axel Springer enterprise will be conceived more broadly in the capital market as a digital enterprise.

4. In the Executive Board’s opinion, the value of the contributed shares in Axel Springer Digital Classifieds GmbH is in reasonable proportion to the value of the newly issued 8,955,311 shares in Axel Springer SE and is in line with an objective enterprise value ratio.

In accordance with the exit agreement, valuations of two independent auditors determined in accordance with the Principles for the Performance of Business Evaluations ( Grundsätze zur Durchführung von Unternehmensbewertungen ) of the Institute of Public Auditors in Germany ( Institut der Wirtschaftsprüfer , IDW) (IDW S 1) were taken as the basis for determining the exchange ratio. The audit firm Ernst & Young determined accordingly that, given the objective enterprise value ratio, General Atlantic was to be granted 6.94% of the shares in the increased share capital of Axel Springer SE while the audit firm PricewaterhouseCoopers determined 6

a percentage of 9.59%. Both valuations were based on the assumption that the new shares would be fully entitled to dividends during the entire 2015 financial year.

Following a thorough review of both valuations, the Executive Board of Axel Springer SE has found both results justifiable. Based on its review, the Executive Board decided to agree with General Atlantic on the mean value within the determined range of objective enterprise value ratios, i.e., on 8.3%, thereby eliminating uncertainties of a continued valuation process. Given the expected continued strong growth of the digital classifieds business, the Executive Board is of the opinion that there will be an increase in value at Axel Springer in excess of the pure share value of the participation in Axel Springer Digital Classifieds GmbH from which all shareholders of Axel Springer SE will profit. Finally, if one were to take the purchase price of EUR 446 million agreed in December 2014 for the first tranche of the 15% share in Axel Springer Digital Classifieds GmbH as a basis, a value of approx. EUR 50 per newly issued share would result. This value is close to the stock exchange price of the Axel Springer share at the beginning of December 2015 and thus confirms the reasonableness of the consideration.

5. Following the partial utilisation of the authorised capital, the Executive Board is still authorised, in accordance with § 5 paragraph 4 of the Articles of Association, with the consent of the Supervisory Board, to increase on one or several occasions the share capital until 13 April 2020 by up to a total of EUR 2,044,689.00 by issuing new no-par value registered shares against cash contributions and/or contributions in kind (including mixed contributions in kind) and, in particular cases, to exclude the subscription rights of the shareholders.

7

Berlin, 1 March 2016

Dr. Mathias Döpfner Jan Bayer

Dr. Julian Deutz Dr. Andreas Wiele