Convenience Translation

Axel Springer SE

Berlin

ISIN DE0005501357 (WKN 550135)

ISIN DE000A254W03 (WKN A254W0)

ISIN DE0005754238 (WKN 575423)

ISIN DE000A254WZ4 (WKN A254WZ)

Invitation to the General Meeting

We hereby invite our shareholders to the

2020 Annual General Meeting on 22 April 2020, 10:00 hours

at Axel-Springer-Passage, Markgrafenstraße 19a, 10969 ,

Germany.

Agenda:

1. Presentation of the adopted annual financial statements of SE and the approved consolidated financial statements as at 31 December 2019 together with the consolidated management report of Axel Springer SE and the Group for fiscal year 2019, as well as the report by the Supervisory Board

The above-mentioned documents (including the explanatory report of the Executive Board pursuant to section 176 (1) sentence 1 of the German Stock Corporation Act (Aktiengesetz; "AktG")1 on takeover provisions in accordance

1 The provisions applicable to stock corporations (Aktiengesellschaften) with their registered office in , in particular the provisions of the German Commercial Code and the German Stock Corporation Act, are applied to Axel Springer SE pursuant - 2 -

with section 289a (1) and section 315a (1) of the previous version2 of the German Commercial Code (Handelsgesetzbuch; "HGB")) are available on the website of Axel Springer SE go.axelspringer.com/agm2020 from the time the General Meeting is convened. These documents will also be held available at the General Meeting of Axel Springer SE.

In compliance with the statutory provisions, it is not intended to pass a resolution under agenda item 1 as the Supervisory Board has already approved the annual financial statements and the consolidated financial statements.

2. Appropriation of profits

The Supervisory Board and Executive Board propose to use the full amount of the profits shown on the balance sheet in the amount of € 125,158,560.76 for payment of a dividend for fiscal year 2019 in the amount of € 1.16 per no-par value share entitled to dividends.

As the Company does not hold any treasury shares at the present time, all shares in the Company are therefore entitled to dividends. The number of shares entitled to dividends may, however, change by the date of the General Meeting. In such a case, an adjusted proposal for the appropriation of profits will be submitted to the General Meeting, with an unchanged distribution of € 1.16 per no-par value share entitled to dividends.

The shareholders' claims for payment of their dividend will fall due on the third business day following adoption of the resolution by the General Meeting (section 58 (4) sentence 2

to article 5, article 9 (1) lit. c) ii), article 53 as well as article 61 of EU Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) ("SE Regulation") unless determined otherwise by more specific stipulations of the SE Regulation. 2 As far as in this invitation to the General Meeting a legal norm is marked as “previous version”, this has the following meaning: legislative changes resulting from the Shareholder Rights Directive Implementation Act (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, Federal Law Gazette as of 12 December 2019, p. 2637 et seqq.) ("ARUG II") are generally effective since 1 January 2020. However, for those legal norms marked as "previous version" in this invitation to the General Meeting, ARUG II has stipulated that these legal norms are only applicable at a later date. Up to this later date, the previous version of the respective legal norm continues to apply, which is indicated in this invitation to the General Meeting by the marking as "previous version". - 3 -

AktG). It is therefore intended to pay the dividend on 27 April 2020.

3. Discharge of the members of the Executive Board of Axel Springer SE for fiscal year 2019

The Supervisory Board and Executive Board propose to discharge the members of the Executive Board of Axel Springer SE who were in office in fiscal year 2019 for such period.

4. Discharge of the members of the Supervisory Board of Axel Springer SE for fiscal year 2019

The Supervisory Board and Executive Board propose to discharge the members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2019 for such period.

It is intended to have the Annual General Meeting vote on the resolution to discharge the members of the Supervisory Board in two groups: firstly on the discharge of all members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2019 except for Dr. h. c. , and secondly on the discharge of Dr. h. c. Friede Springer as member of the Supervisory Board of Axel Springer SE.

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

At the recommendation of its Audit Committee, the Supervisory Board proposes the following:

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed

a) auditor for the annual financial statements and consolidated financial statements for fiscal year 2020,

b) auditor for any auditor's review of any six-month interim financial report for fiscal year 2020, and - 4 -

c) any auditor's review of any further interim financial reports in fiscal years 2020 and 2021 until the next Annual General Meeting.

The Audit Committee declares that its recommendation is free from any undue influence by third parties and that it is in particular not subject to any provisions limiting its selection or the selection of the General Meeting of Axel Springer SE regarding the selection of a particular auditor or a particular audit company for the purpose of conducting the audit to certain categories or lists of auditors or audit companies, and that it was therefore free in its decision.

6. Elections to the Supervisory Board

According to article 40 (2) and (3) of the SE Regulation, section 17 of the German SE Implementation Act (SE- Ausführungsgesetz; "SEAG"), section 21 (3) of the German SE Employee Participation Act (SE-Beteiligungsgesetz; SEBG), the arrangements for employee participation at Axel Springer SE between Axel Springer SE (formerly Axel Springer AG) and the Special Negotiating Body of Axel Springer AG dated 18 November 2013 and article 9 (1) of the Articles of Association of Axel Springer SE, the Supervisory Board of Axel Springer SE consists of Supervisory Board members representing the shareholders only and is composed of nine members.

With this Annual General Meeting, the term of office of the following Supervisory Board members will end: Mr. Johannes P. Huth, Mr. Philipp Freise and Ms. Franziska Kayser. They were appointed by the court for a term until this Annual General Meeting after Dr. Alexander Karp, Ms. Iris Knobloch and Dr. Nicola Leibinger-Kammüller resigned from their positions on the Supervisory Board of Axel Springer SE effective to 31 December 2019.

The Supervisory Board proposes to now elect Mr. Johannes P. Huth, Mr. Philipp Freise and Ms. Franziska Kayser as members of the Supervisory Board for a term of office until the end of the General Meeting resolving on the discharge for fiscal year 2023, though no longer than the end of 17 April 2025: - 5 -

a) Mr. Johannes P. Huth, Member and Head of KKR Europe Middle East and Africa, resident in Paris, France,

b) Mr. Philipp Freise, Member and Co-Head of EMEA Private Equity KKR, resident in London, UK, and

c) Ms. Franziska Kayser, Director Private Equity KKR, resident in London, UK.

The Supervisory Board's candidate proposals are based on a recommendation by the Nomination Committee of the Supervisory Board.

It is intended to have the General Meeting resolve on the new elections to the Supervisory Board by way of individual voting.

Under "Further details on agenda item 6" of this agenda, the curricula vitae of the candidates nominated for election and further information are added.

7. Consent to a control and profit and loss transfer agreement between Axel Springer SE and CeleraOne GmbH

Axel Springer SE as controlling company and CeleraOne GmbH, Berlin, a wholly-owned subsidiary of Axel Springer SE, as controlled company concluded a control and profit and loss transfer agreement on 10 March 2020.

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

The control and profit and loss transfer agreement between Axel Springer SE and CeleraOne GmbH concluded on 10 March 2020 is approved.

Under "Further details on agenda item 7" of this agenda, further information are added.

Further details on agenda item 6

Johannes P. Huth ______- 6 -

Johannes P. Huth, born 1960, studied Economics at the London School of Economics (Degree: Bachelor of Science). Subsequently, he attended the University of Chicago, where he earned his M.B.A. in 1986.

From 1986 to 1991, Mr. Huth worked at Salomon Brothers, where he was, inter alia, Vice President (M&A) in London and New York.

From 1991 to 1998, Mr. Huth worked as an investment manager for Investcorp in London. He became a member of Investcorp’s Management Committee and assumed the management for the firm’s operations in Europe.

Since joining KKR & Co. Inc. in 1999, he has been responsible for investments including those in Wincor Nixdorf, Zumtobel, Demag Holdings, MTU Aero Engines, DSD, Selenia, Kion Group, NXP Semiconductors, ProSiebenSat.1, BMG, Wild, WMF and SoftwareOne, ETL and Hensoldt. Mr. Huth is an international investor and Member of KKR and Head of KKR's operations in Europe, the Middle East, and Africa.

Mr. Huth has long-standing experience as a supervisory board member, inter alia as Vice Chairman of the Supervisory Board of NXP Semiconductors (2006-2019), Chairman of the Supervisory Board of ProSiebenSat.1 Media AG (2007-2014), Chairman of the Supervisory Board of WMF AG (2012-2016) and Member of the Supervisory Board of GfK SE (2017–2018).

Memberships in mandatory supervisory boards in Germany:

. Hensoldt Holding GmbH, Chairman of the Supervisory Board

Memberships in comparable boards of business enterprises in Germany and abroad:

. SoftwareOne Holding AG, Switzerland, member of the Board of Directors

Other significant functions:

. Vice-Chair of the Board of Trustees of the Design Museum in London

. Member of the Global Advisory Board of the University of Chicago Booth School of Business - 7 -

. Visiting Fellow at Oxford University

. Trustee, Staedel Museum in Frankfurt

. Member, Council and Audit Committee, LSE

. Member and Tresorier, Conseil d’Administration of Musee des Arts Decoratifs, Paris

Philip Freise ______

Philipp Freise, born 1973, studied Business Administration at WHU Koblenz (Degree: Diplomkaufmann). Subsequently, he attended the University of Texas at Austin, McCombs School of Business, where he earned his M.B.A in 1997. During his studies, Mr. Freise held a scholarship from the German National Scholarship Foundation (Studienstiftung des Deutschen Volkes).

From 1996 to 1999, Mr. Freise worked as Engagement Manager at McKinsey & Company in Vienna, Frankfurt and New York.

In 1999, Mr. Freise co-founded Venturepark, a pan-European venture investment firm, which he managed until 2001.

In 2001, Mr. Freise joined KKR & Co. Inc. where he is a Member and since October 2019 Co-Head of the European Private Equity business. Working closely with the EMEA management team, he built up the firm’s strong German franchise and was responsible for coordinating deals such as Demag, DSD, Zumtobel and most recently Axel Springer. Since 2005, Mr. Freise has also focused on developing the investment team for technology, media and telecommunications in Europe. In this role, he has been involved in many of KKR’s successful investments, including BMG Rights Management, Fotolia, GetYourGuide, GfK, Leonine, Scout24 Schweiz, and .

Mr. Freise has long-standing experience as a supervisory board member, amongst others as Member of the Board of Directors at SBS Broadcasting S.à r.l., Vice Chairman of the Supervisory Board of Scout24 Schweiz AG, Vice Chairman of the Supervisory Board of ProSiebenSat.1 Media AG, Vice Chairman of the Supervisory Board - 8 -

of BMG Rights Management GmbH and Chairman of the Supervisory Board of Fotolia Inc.

Memberships in mandatory supervisory boards in Germany:

. GfK SE, Vice Chairman of the Supervisory Board

Memberships in comparable boards of business enterprises in Germany and abroad:

. GmbH, Member of the Advisory Council

Other significant functions:

. Member of the Board of the Bayreuth Opera Festival ("Gesellschaft der Freunde von Bayreuth")

. Member of the "Agenda Council on the Future of Financing and Capital" of the World Economic Forum

Franziska Kayser ______

Franziska Kayser, born 1987, studied Economics at McGill University in Montreal, Canada, and graduated with First Class Honours in 2008.

After completing her studies, Ms. Kayser began her career in the investment banking division of Credit Suisse in London.

In 2011 Ms. Kayser joined KKR & Co. Inc. and has since been a member of the investment team for technology, media and telecommunications in the EMEA region. During her time at KKR, Ms. Kayser was involved in numerous investments, including, amongst others, GfK, Trainline, Scout24 Switzerland, SMCP and Wild Flavors.

From 2015 to 2019 she served as a member of the Supervisory Board of Trainline. - 9 -

Memberships in mandatory supervisory boards in Germany:

. GfK SE, Member of the Supervisory Board

Memberships in comparable boards of business enterprises in Germany and abroad:

. None

Other significant functions:

. Member of "Level 20 – Women in Private Equity"

The Supervisory Board assumes, also after discussing the matter with the candidates, that they will each be able to devote the expected amount of time involved.

Further details on agenda item 7

The control and profit and loss transfer agreement (hereinafter the "Agreement") between Axel Springer SE (as controlling company) and CeleraOne GmbH has the following material content:

− The management of CeleraOne GmbH will report to Axel Springer SE. Axel Springer SE is entitled to issue instructions to the management of CeleraOne GmbH with regard to managing the company. The management of CeleraOne GmbH is obliged to comply with these instructions.

− Beginning with fiscal year 2020 (or – should the Agreement be entered into the commercial register of the domicile of CeleraOne GmbH only after 31 December 2020 – beginning with the fiscal year in which the Agreement is entered in the commercial register of the domicile of CeleraOne GmbH), CeleraOne GmbH will be obliged to transfer its entire profit determined according to the provisions of the German Commercial Code to Axel Springer SE in analogous application of section 301 AktG as amended from time to time.

− CeleraOne GmbH may, subject to consent being granted by Axel Springer SE, allocate amounts of the net income of the year to other retained earnings (section 272 (3) HGB) to the extent this is permissible under commercial law and economically justifiable according to reasonable commercial - 10 -

judgement. Any other retained earnings established during the term of the Agreement are to be reversed – to the extent this is legally permissible – at the request of Axel Springer SE and to be used to offset any net loss of a year, or to be transferred as profits.

− Any transfer of earnings from the reversal of other retained earnings – including earnings established during the term of the Agreement – or their use to offset a net loss of a year is ruled out; the same applies to any profit carryforward existing at the beginning of the term of the Agreement.

− Axel Springer SE has to take the losses of CeleraOne GmbH according to the provisions of section 302 AktG as amended from time to time.

− The Agreement is subject to consent granted by the General Meeting of Axel Springer SE and consent granted by the shareholders' meeting of CeleraOne GmbH, and will become effective upon entry in the commercial register of CeleraOne GmbH. The shareholders' meetings of CeleraOne GmbH has already granted its consent. The obligation to transfer profits and the obligation to offset losses will apply for the first time as of the beginning of CeleraOne GmbH's fiscal year in which the Agreement takes effect.

− The Agreement has been concluded for an indefinite period of time. It may be terminated by giving three months' notice as per the end of the fiscal year of CeleraOne GmbH, but no earlier than at the end of the fiscal year that expires at least five (5) full years after commencement of the fiscal year of CeleraOne GmbH in which this Agreement becomes effective upon its entry in the commercial register of CeleraOne GmbH.

− The right to terminate the Agreement for cause without any notice period (Kündigung aus wichtigem Grund ohne Einhaltung einer Kündigungsfrist) remains unaffected. Cause is in particular deemed to apply in the event of a divestiture or contribution of interests in CeleraOne GmbH by Axel Springer SE, in each case to the extent that the financial integration of CeleraOne GmbH into Axel Springer SE within the meaning of section 14 (1) sentence 1 no. 1 of the German Corporate Income Tax Act (Körperschaftsteuergesetz; "KStG") - 11 -

ceases to exist, furthermore any merger, division or liquidation of CeleraOne GmbH or of Axel Springer SE, and any transformation of CeleraOne GmbH into a legal form that cannot constitute a controlled company for tax purposes (Organgesellschaft) within the meaning of section 14 KStG.

The Executive Board of Axel Springer SE has submitted with the management of CeleraOne GmbH a combined report on the Agreement according to section 293a AktG in which the conclusion of the Agreement and its content are explained and justified in detail from both legal and economic angles.

As CeleraOne GmbH is a wholly-owned subsidiary to Axel Springer SE, no provisions on adequate compensation (section 304 AktG) and settlement (section 305 AktG) for outside shareholders need to be included in the Agreement. This is also why no valuation of CeleraOne GmbH or audit of the Agreement according to section 293b AktG were necessary.

Documents available for inspection under agenda item 7

The control and profit and loss transfer agreement between Axel Springer SE and CeleraOne GmbH, the annual financial statements of CeleraOne GmbH for fiscal years 2017, 2018 and 2019, the annual financial statements and the management reports of Axel Springer SE for fiscal years 2017, 2018 and 2019 as well as the combined report of the Executive Board of Axel Springer SE and the management of CeleraOne GmbH according to section 293a AktG are available on the website of Axel Springer SE at go.axelspringer.com/agm2020 and available for inspection at the offices of CeleraOne GmbH, Usedomer Straße 4, 13355 Berlin, Germany.

The above-mentioned documents will also be made available at the General Meeting on 22 April 2020.

Total number of shares and voting rights

At the time of convocation of the General Meeting, the Company has a share capital of € 107,895,311.00, divided into 107,895,311 no-par value registered shares. Each no-par value share grants one vote in the General Meeting. At the time of convocation of the General Meeting, the total number of shares and voting rights is thus 107,895,311. - 12 -

At the time of convocation of the General Meeting, the Company does not hold any treasury shares.

Requirements for participating in the General Meeting and exercising voting rights

All shareholders listed in the Company's share register are entitled to participate in the General Meeting, provided the Company receives their registration for participation in the General Meeting at least four days prior to the General Meeting, not counting the date of the General Meeting itself and the date of receipt of the registration by the Company. Consequently, the registration for participation must be received by the Company at the latest on Friday, 17 April 2020, 24:00 hours (midnight) ("last registration date"), in text form (Textform) by postal mail, by fax or by e-mail as follows:

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

A registration form will be sent directly to our shareholders.

In case an intermediary is registered in the Company's share register, they may only exercise the voting right for shares they do not hold if the beneficial owner of the shares has granted a proxy therefor. This applies mutatis mutandis to shareholder organisations, voting advisers and other individuals deemed equivalent pursuant to section 135 (8) AktG.

The registration for participation in the General Meeting does not affect the transferability of the relevant shares. Therefore, shareholders may still dispose of their shares following registration for the General Meeting; the provision in article 5 (3) of the Company's Articles of Association according to which the transfer of shares requires the consent of the Company, remains unaffected. - 13 -

Vis-à-vis the Company only those shareholders who are listed in the share register as such are deemed to be shareholders pursuant to section 67 (2) sentence 1 AktG previous version. Accordingly, the status quo of registrations in the share register on the day of the General Meeting forms the basis for the right to participate, and for the number of voting rights allocated to a person entitled to participate in the General Meeting.

Note regarding a registration stop (Umschreibestopp) in the share register

For organisational reasons, persons who acquire shares and whose requests for change in registration are received by the Company after the last registration date (on 17 April 2020, 24:00 hours) will not be registered in the share register until the end of the General Meeting (registration stop). They may therefore neither exercise participation nor voting rights under these shares by virtue of their own right. In such cases, participation and voting rights remain vested in the shareholder listed in the share register for the respective share until the change has been registered.

Furthermore, due to the review of conditions for granting consent to the purchase of shares required under article 5 (3) of the Company's Articles of Association which must take place prior to a change in registration in the share register, requests for changes in registration that are received by the Company shortly before, or on, 17 April 2020 might, as the case may be, not be recorded in time to allow participation in the General Meeting. All purchasers of shares in the Company who have not yet been recorded in the share register are therefore asked to submit requests for changes in registration in as timely a manner as possible.

Procedure for voting via proxies

Shareholders who are unable to participate in the General Meeting personally or who, as a result of the corona virus (COVID-19), have reservations about attending in person, can have their voting rights exercised by a proxy of their choice, in particular by a bank (Kreditinstitut) or a shareholder organisation. In this event, the aforementioned requirements for participation must be fulfilled for the respective shares as well. - 14 -

If neither an intermediary nor a shareholder organisation nor a voting adviser nor another individual deemed equivalent under section 135 (8) AktG has been granted proxy, proxy must be granted in text form. The same applies to proof of granting of proxy vis-à-vis the Company and to a possible revocation of proxy.

The special statutory provisions of section 135 AktG apply to authorizations of intermediaries, shareholder organizations, voting advisers or other individuals deemed equivalent under section 135 (8) AktG and require, inter alia, that proxy authorization be recorded by the holder in a verifiable manner. In this respect, exceptions from the general text form requirement may apply. The relevant holders of a proxy may, however, stipulate special requirements for their own authorization as proxy; shareholders are therefore requested to consult with the relevant holders of a proxy in good time regarding the applicable form and procedure for granting proxy.

Together with each registration form and the entry ticket, as well as upon request, shareholders will be sent a form that can be used for granting voting proxy.

The granting and revocation of proxy may be declared vis-à-vis the Company or vis-à-vis the holder of proxy.

For the purposes of granting and revoking a proxy by declaration vis-à-vis the Company, as well as for transmitting proof of proxy which has been declared vis-à-vis the holder of proxy, or of its revocation, the following address may be used, to which in particular transmissions by e-mail are also possible:

Axel Springer SE c/o C-HV AG

Gewerbepark 10

92289 Ursensollen

Germany

Telefax: +49 9628/9299872

E-mail: [email protected] - 15 -

Proof of proxy may also be provided by producing the proxy on the day of the General Meeting at security (Einlasskontrolle). In the event that proxy is granted by way of declaration vis-à-vis the Company, no separate proof is required.

As a service, we offer our shareholders the option to authorize a proxy appointed by the Company to exercise their voting right at the General Meeting. In this case, instructions for exercising the voting right must be issued together with the proxy. Holders of a proxy are obliged to vote according to their instructions. A form for the granting of proxy and for the voting instructions will be sent directly to our shareholders. Proxies granted in advance of the General Meeting to a proxy appointed by the Company must be received by the Company together with the voting instructions under the address provided above for granting and revocation of a proxy and for providing proof of proxy, or for the latter's revocation, respectively, no later than on 17 April 2020, 24:00 hours (midnight).

Axel Springer SE monitors the spread of the corona virus (COVID-19), and will take measures with regard to the execution of the General Meeting to counteract the risk of infection in connection with the corona virus. Details of these measures will be published in the internet at go.axelspringer.com/agm2020 as of 26 March 2020.

Against this background, the Company refers explicitly to the above-mentioned possibility of having voting rights exercised by a proxy or a proxy appointed by the Company, so that a shareholder can exercise his or her voting rights at the General Meeting without attending in person.

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

Extension of the agenda

Shareholders whose shares in total amount to the twentieth share of the share capital or the pro rata amount of € 500,000 (corresponding to 500,000 shares) may request, pursuant to article 56 sentences 2 and 3 SE Regulation, section 50 (2) SEAG and section 122 (2) AktG, that items be added to the agenda and be announced. A substantiation or proposal for a resolution must be enclosed with each new item. The request is to be sent in writing to the Executive Board of the Company. It must be received by the - 16 -

Company at least 30 days before the meeting, that is by 22 March 2020, 24:00 hours (midnight).

We ask that any supplementary requests be sent to the following address:

Axel Springer SE Attn.: The Executive Board Postal address: Axel-Springer-Straße 65 10888 Berlin Germany Visitor address: Axel-Springer-Straße 65 10969 Berlin Germany

Additional agenda items which are to be publicly announced will – insofar as they were not announced at the time of convocation – be announced in the German Federal Gazette (Bundesanzeiger) without undue delay (unverzüglich) after receipt of the request. They will also be published in the internet at go.axelspringer.com/agm2020.

Counter-motions and proposed candidates

Pursuant to section 126 (1) AktG, each shareholder is entitled to submit counter-motions to the proposed resolutions with regard to the items on the agenda. If the counter-motions are to be made accessible by the Company, they must be received by the Company at least 14 days before the meeting, that is by 07 April 2020, 24:00 hours (midnight), at the following address:

Axel Springer SE Investor Relations Postal address: Axel-Springer-Straße 65 10888 Berlin Germany Visitor address: Axel-Springer-Straße 65 10969 Berlin Germany Telefax: + 49 30/259177422 E-mail: [email protected] - 17 -

Counter-motions addressed to a different address will not be made accessible.

Subject to section 126 (2) and (3) AktG, counter-motions which are to be made accessible will be published in the internet at go.axelspringer.com/agm2020, including the name of the shareholder and the possible substantiation, as well as possible statements of the boards in their regard.

Pursuant to section 127 AktG, the aforementioned statements apply mutatis mutandis to the proposal of a shareholder for election of members of the Supervisory Board (insofar as this is an item on the agenda of the Annual General Meeting) and the proposal of auditors of financial statements. In addition to the reasons set forth in section 126 (2) AktG, the Executive Board does not need to make an election proposal accessible if, among other things, the proposal does not contain the name, exercised profession and place of residence of the candidate. Furthermore, proposals for the election of members of the Supervisory Board need not be made accessible if they do not contain details about memberships of the proposed candidate in other supervisory boards to be established pursuant to statutory provisions within the meaning of section 125 (1) sentence 5 AktG.

Even if counter-motions and election proposals have been submitted to the Company in advance, they will be considered in the General Meeting only if they are also submitted or presented orally during the meeting. The right of the shareholders to make and submit counter-motions and election proposal at the General Meeting (insofar as this is an item on the agenda of the Annual General Meeting) without prior submission to the Company remains unaffected.

Right to information

Pursuant to section 131 (1) AktG, each shareholder is, upon request during the General Meeting, to be provided information by the Executive Board concerning matters of the Company to the extent such information is necessary for proper assessment of an agenda item, and no right to withhold information applies. The Executive Board's obligation to provide information also extends to the legal and business relationships of Axel Springer SE with its affiliated companies. Furthermore, the obligation to provide information also - 18 -

relates to the situation of the Axel Springer Group and the companies included in the consolidated financial statements of Axel Springer SE. In addition, under agenda item 7 and in accordance with section 293g (3) AktG, upon request at the General Meeting each shareholder has to be provided with information by the Executive Board on all matters relevant to the conclusion of the Agreement of the subsidiary mentioned under this agenda item.

Subject to specific conditions which are further delineated in section 131 (3) AktG, the Executive Board may refuse to provide certain information. Furthermore, the chairman of the General Meeting is authorized to limit the shareholders' right to pose questions and to speak to a reasonable period of time in accordance with the provisions in article 20 (3) sentences 2 and 3 of the Company's Articles of Association.

Further information

Further information concerning the rights of the shareholders under article 56 sentences 2 and 3 SE Regulation, section 50 (2) SEAG, sections 122 (2), 126 (1), 127 and 131 (1) AktG is available in the internet go.axelspringer.com/agm2020.

Data privacy information for shareholders

For the management of the share register and the conduct of the General Meeting the Company collects personal data on its shareholders and / or their authorized proxy. The Company does so within its statutory obligations and to enable the shareholders to exercise their rights at the General Meeting. As data controller, Axel Springer SE will process the data in compliance with the provisions of the EU General Data Protection Regulation ("GDPR") and all further applicable laws. Details of how the personal data is handled and the rights of the shareholders and / or their authorized proxy under the GDPR can be found in the "Data privacy notice for shareholders of Axel Springer SE" at go.axelspringer.com/agm2020.

Broadcast of the General Meeting in the internet

Pursuant to article 22 of the Company's Articles of Association, the chairman of the General Meeting may decide to permit audio and video broadcasting of the General Meeting, in whole or in part. - 19 -

It is intended to enable shareholders of the Company and other interested parties to follow the speech of the Chairman of the Executive Board at the General Meeting in the internet as live audio and video broadcast under go.axelspringer.com/agm2020. It is, however, not intended to broadcast the General Meeting as a whole. After the General Meeting, a recording of the speech of the Chairman of the Executive Board will be made available in the internet at the above address.

- 20 -

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

The information to be made accessible on the Company's homepage pursuant to section 124a AktG, in particular the invitation to the General Meeting, the documents to be made accessible in the meeting, the motions of shareholders and further information, are available in the internet at go.axelspringer.com/agm2020.

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

This invitation to the General Meeting will be published in the German Federal Gazette on 16 March 2020. The invitation to the General Meeting will be sent directly to the shareholders of the Company.

Berlin, March 2020 Axel Springer SE The Executive Board