Financial Statements of Axel Springer SE for the Period Ending 15December 31, 2015 Financial Statements of Axel Springer SE

Financial Statements of Axel Springer SE for the period ending 15December 31, 2015 Financial Statements of Axel Springer SE

3 Balance Sheet

4 Income Statement

5 Notes to the Financial Statements

5 General information

5 Accounting policies

7 Notes to the balance sheet

12 Notes to the income statement

14 Other disclosures

22 Auditor’s Report

The combined management report of Axel Springer SE and Axel Springer Group is published in the Axel Springer Group’s 2015 annual report.

2 Financial Statements 2015 Axel Springer SE Balance Sheet

Balance Sheet

€ millions Note 12/31/2015 12/31/2014

Fixed assets (1) 5,572.5 4,505.6

Current assets 283.4 312.2

Prepaid expenses 1.7 1.5

ASSETS 5,857.6 4,819.3

€ millions Note 12/31/2015 12/31/2014

Equity (4) 2,463.6 1,965.1

Provisions (5) 327.1 383.2

Liabilities (6) 3,033.6 2,434.1

Deferred income 33.3 36.9

EQUITY AND LIABILITIES 5,857.6 4,819.3

Financial Statements 2015 Axel Springer SE Income Statement

Income Statement

€ millions Note 2015 2014

Profit from ordinary activities 255.9 69.7

Extraordinary profit (18) 0.0 797.8

Net income 213.5 590.8

Distributable profit 194.2 295.4

4 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Notes to the Financial Statements

General information in years Useful life

The annual financial statements of Axel Springer SE, Berlin (“Axel Springer SE” or "Company"), were prepared in accordance with the provisions of the German Com- mercial Code (Handelsgesetzbuch – HGB) and the Ger- man Stock Corporation Act (Aktiengesetz – AktG) in conjunction 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 prepared in euros (€); all amounts are reported in € millions unless otherwise indicated. Totals and per- centages were calculated based on the non-rounded Non-current financial assets are recognized at acquisi- Euro amounts and may differ from a calculation based tion cost or at the lower fair value on the balance sheet on the reported amounts in millions of Euros. To improve date if impairments are expected to be permanent. clarity and legibility, individual line items were aggregated in the balance sheet and income statement and then Current assets presented separately in the notes to the annual financial statements. Raw materials and supplies as well as merchandise are measured at acquisition cost or the lower fair value on The annual financial statements and the combined man- the balance sheet date; semi-finished and finished goods agement report of the Company and Axel Springer are measured at production cost. In addition to direct Group will be published in the Federal Gazette. material and labor costs, production cost includes an appropriate share of the necessary indirect material and Accounting policies labor costs, including depreciation to the extent they are related to production. Inventory risks associated with the Fixed assets storage period or reduced utility are accounted for through appropriate allowances. Intangible assets and tangible fixed assets that have been purchased are recognized at cost. Finite-lived Receivables and other assets are recognized at nominal assets are depreciated systematically using the straight- value or acquisition cost or the lower fair value on the line method over the expected useful life. Additional balance sheet date. Individual risks are accounted for write-downs to the lower fair value on the balance sheet through adequate allowances. date are charged if the impairment is expected to be permanent. Cash and cash equivalents include cash on hand, cash in banks as well as checks and are recognized at nomi- Systematic depreciation and amortization was based on nal value or the lower fair value on the balance sheet the following typical useful lives: date.

5 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Equity interest expense. Income and expenses resulting from changes in the actuarial interest rate are recognized The acquisition cost of treasury shares is deducted from under other operating income and personnel expenses subscribed capital in the amount of the calculated share respectively. of the capital stock; the remaining amount is offset against other retained earnings. Liabilities are recognized at the settlement amount.

Provisions and liabilities Deferred taxes

Provisions for pensions and similar obligations (“Pension Deferred taxes are calculated for temporary differences provisions”) are measured on the basis of actuarial calcu- between the tax bases of assets and liabilities and the lations according to the projected unit credit method and carrying amounts of those assets and liabilities in the reflect future compensation and pension adjustments. separate financial statements as well as for interest and losses carried forward. Dependent enterprises in the In order to secure and fulfill pension obligations of Axel fiscal unit for income tax purposes and partnerships in Springer SE a so-called Contractual Trust Arrangement which Axel Springer SE is invested are also included in exists. The legally independent registered association, the calculation. Deferred tax assets and liabilities are Axel Springer Pensionstreuhand e.V., Berlin, is responsi- netted; any resulting net deferred tax assets are not ble for the management in trust of assets that serve only recognized. to fulfill pension obligations and are protected from ac- cess by all other creditors (plan assets). The plan assets Currency translation are measured at fair value and netted with the pension provisions. As a rule, receivables and other assets, cash and cash equivalents, and liabilities denominated in foreign curren- Provisions for taxes and other provisions are recognized cy are translated at the mean spot exchange rate prevail- based on prudent business judgment for contingent ing on the balance sheet date. liabilities and expected losses from executory contracts in the necessary settlement amount, taking into account Financial derivatives expected price and cost increases. Financial derivatives can be used according to the Com- Provisions with a remaining term of more than one year pany's guidelines, in particular to hedge interest rate and are discounted at the matching average market interest currency risks. Financial derivatives are normally grouped rate of the past seven financial years. together with the underlying transactions in reporting units if the requirements for hedge accounting have been Net interest income only includes interest from the com- met. Otherwise, they are measured separately at fair pounding of provisions attributable to the reporting year. value and unrealized losses are recognized in the income Income from plan assets is netted with corresponding statement.

6 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Notes to the balance sheet

(1) Fixed assets

€ millions Acquisition or production cost Accumu- Carrying amounts lated Depreci- depreciation, ation, amorti- amorti- zation, and zation, and impair- impair- ments 01/01/2015 Additions Transfers Disposals 12/31/2015 ments 12/31/2015 12/31/2014 2015

Intangible assets 123.6 8.5 0.1 – 6.7 125.5 97.1 28.4 29.9 9.3

Property, plant and equipment 1,143.0 18.4 – 0.1 – 675.8 485.5 340.2 145.3 191.0 12.1

Non-current financial assets 4,496.9 1,726.2 0.0 – 615.6 5,607.5 208.7 5,398.8 4,284.7 54.9

Fixed assets 5,763.5 1,753.1 0.0 – 1,298.1 6,218.5 646.0 5,572.5 4,505.6 76.3

Write-downs of tangible and intangible assets in the nies' additional paid-in capital in order to finance compa- amount of € 0.3 million (PY: € 16.5 million) and impair- ny acquisitions and restructuring within the Group. ments of non-current financial assets in the amount of € 54.9 million (PY: € 12.6 million) were recognized in the (2) Inventories reporting period. € millions 12/31/2015 12/31/2014 The disposals of acquisition or production costs for property, plant, and equipment, as well as the reduction in the relevant residual carrying amounts, mainly resulted from the contributions of the newspaper printing plants in Inventories 2.2 12.5 Ahrensburg, Berlin-Spandau, and Essen-Kettwig to legally independent companies as of January 1, 2015.

The additions and disposals of financial assets largely related to additional contributions to associated compa-

7 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

The decline in raw materials and supplies resulted in subscription rights in the event of a capital increase particular from the contributions of the printing plants to against contributions in kind. independent companies (see Note (1)). By resolution of the Axel Springer SE Executive Board on A partial amount of advance payments already received December 3, 2015, and the consent of the Supervisory amounting to € 9.3 million (PY: € 0.0 million) was de- Board on that same date, the capital stock was in- ducted from unfinished goods and services amounting to creased by € 8,955,311 to € 107,895,311 as a result of € 9.6 million (PY: € 0.5 million). the issue of 8,955,311 registered no-par-value shares with dividend entitlement as of January 1, 2015. The (3) Receivables and other assets capital was increased against contributions in kind, while excluding subscription rights. This was entered into the € millions 12/31/2015 12/31/2014 commercial register on December 9, 2015. The new shares were issued in consideration of the acquisition of company shares. The value of contributions in kind amounted to € 462.9 million. The resulting premium of € 453.9 million was allocated to the additional paid-in capital.

As of December 31, 2015, the authorized capital amounted to € 2,044,689.

Receivables and other assets 244.8 199.8 (c) Treasury shares The portfolio of treasury shares developed during the

reporting period as follows:

Receivables from affiliated companies mainly included Acquisi- financial receivables from Group-wide cash management. Share of capital stock tion cost Fair value € % € millions € millions (4) Equity

(a) Subscribed capial The fully paid-in capital stock of € 107.9 million (PY: € 98.9 million) comprises 107,895,311 registered no- par-value shares (PY: 98,940,000), each with a notional value of € 1.00 per share. Shares can only be transferred with the Company's consent.

Balance at (b) Authorized capital 12/31/2015 0 0.00 % 0.0 0.0 At the annual shareholders' meeting of April 14, 2015, 1) The relative share of capital stock was calculated on the basis of the existing capital stock at the Executive Board, with the consent of the Supervisory the time of the transactions, which amounted to € 98,940,000. Board, was authorized to increase the capital stock by up to € 11,000,000 by April 13, 2020 through the issue In the reporting period, 127,368 Axel Springer shares of new registered no-par-value shares against cash were issued to employees of the Axel Springer Group contributions and/or contributions in kind (authorized within the framework of a share participation program. In capital). In this regard, the Executive Board can, with the order to operate the program, 128,000 shares were consent of the Supervisory Board, exclude shareholders'

8 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

acquired on the stock market. The unissued shares were (a) Pension provisions subsequently sold on the stock market. Pension provisions were determined as follows:

(d) Additional paid-in capital € millions 12/31/2015 12/31/2014 In the reporting period, the additional paid-in capital increased by € 453.9 million to € 547.9 million due to the premium yielded from the capital increase against Pension provisions 142.8 158.7 contributions in kind.

(e) Retained earnings Retained earnings developed as follows: Pension provisions were recognized to account for obligations arising from vested pension rights and current Other benefits of former and active employees of Axel Springer Statutory retained Retained € millions reserve earnings earnings SE and their surviving dependents, based on individual contracts, labor management agreements, and contributions made to a company pension plan by way of salary conversion (Axel Springer Vario Rente).

The settlement amount was determined based on an

actuarial interest rate of 3.9 % (PY: 4.6 %) p.a. as well as

an unchanged pension and salary trend of 1.75 % p.a. The life expectancy was taken from Dr. Klaus Heubeck's Mortality Tables 2005 G. Balance at 12/31/2015 10.2 1,603.4 1,613.6

Pension obligations amounting to € 29.9 million were eliminated as a result of staff transfers in connection with As of December 31, 2015, retained earnings of the spinoff of the printing plants (see Note (1)), as well as € 10.9 million (PY: € 10.1 million) were subject to a profit the merging of Axel Springer SE's WELT Group and distribution restriction. The restriction amount of news channel N24 to form WeltN24 GmbH. € 7.5 million (PY: € 7.0 million) resulted from the fair value measurements of plan assets. Additionally, de- Plan assets comprised the following: ferred tax liabilities recognized to this effect led to a cal- culative surplus of deferred tax assets, which raised the € millions 12/31/2015 12/31/2014 restricted retained earnings in the amount of € 3.4 million (PY: € 3.1 million).

(5) Provisions Fair value of plan assets 160.6 155.7

€ millions 12/31/2015 12/31/2014

Land and buildings included office properties which were valued at the agreed purchase price of € 67.5 million based on the sale as of January 1, 2016. Non-current Provisions 327.1 383.2 securities exclusively comprised shares in a special alter- native investment fund (AIF) as defined in the German

9 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Capital Investment Code (investment assets), which (b) Other provisions invests in particular in securities, money market instru- Other provisions included provisions for performance- ments, and derivatives. The recognized market value of dependent compensation and share-based payment the investment assets corresponded to their share value. plans (€ 59.0 million; PY: € 51.1 million), structural Cash and cash equivalents were recognized at the nom- measures (€ 24.1 million; PY: € 37.6 million), commit- inal amount. ments based on partial retirement agreements (€ 16.8 million; PY: € 32.7 million), outstanding supplier The following acquisition costs were incurred for plan assets: invoices (€ 13.4 million; PY: € 17.6 million), and granted guarantees in connection with the sale of German re- € millions 12/31/2015 12/31/2014 gional newspapers, TV program guides, and women’s magazines in the previous year (€ 14.8 million; PY: € 24.2 million). Other personnel provisions amounting to € 25.3 million were eliminated due to staff transfers associated with the printing plants and the WELT Group Acquisition cost of plan assets 149.7 145.6 (see above).

(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 12/31/2015 year 5 years years 12/31/2014 year 5 years years

Liabilities 3,033.6 1,745.9 1,287.4 0.1 2,434.1 1,298.4 887.0 248.7

Liabilities to affiliated companies included mainly financial (7) Contingent liabilities liabilities arising from Group-wide cash management. As of the reporting date, there were contingent liabilities Other liabilities included tax liabilities of € 7.5 million (PY: from warranties (€ 24.2 million; PY: € 24.4 million) as € 8.5 million). well as guarantees (€ 40.3 million; PY: € 50.9 million).

The claims from the cited contingent liabilities are not expected to be asserted based on the beneficiaries'

10 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

previous payment practices and taking into account the the basis of forward exchange rates amounted to knowledge acquired leading up to the preparation date. € -0.1 million (PY: € 0.0 million) and € 0.0 million (PY: € 0.0 million). The negative fair value was corresponding- (8) Transactions not included on the balance sheet ly recognized as a liability.

From 2011 to 2013, three sections of the Axel Springer (b) Foreign exchange options office building in Hamburg were transferred in trust to As of the reporting date, there were short-term foreign Axel Springer Pensionstreuhand e.V. (hereinafter the exchange options on the sale of USD 34.5 million (PY: "Association") for recognition as plan assets. Axel USD 0.0 million) and on the purchase of USD 4.5 million Springer SE entered into lease agreements expiring in (PY: USD 0.0 million). The fair values determined on the August 2031 with the Association for the continued use basis of accepted option pricing models amounted to of the building sections. In connection with the sale of € 0.5 million (PY: € 0.0 million) and € 0.1 million (PY: the building sections by the Association on Janu- € 0.0 million) respectively. The foreign exchange options ary 1, 2016, the lease agreements were terminated early were passed on to subsidiaries under identical terms and at the end of the year under review. As such, no further conditions. The respective counterpart foreign exchange leasing expenses were incurred. As of December 31, options were treated as hedges and were not recog- 2014, the estimated future expenses from leasing nized. agreements amounted to € 75.4 million. (11) Deferred tax (9) Other financial commitments Deferred taxes were calculated based on a combined

Other financial commitments as of the reporting date income tax rate of 31.0 %, remaining unchanged from amounted to € 30.0 million (PY: € 111.5 million). These last year. As in the previous year, the calculation of taxes commitments resulted mainly from paper purchasing as of December 31, 2015, resulted in net deferred tax agreements, as well as from other orders of inventory assets. This was mainly the result of the lower measure- stock and fixed assets. ment of pension obligations for tax purposes.

(10) Financial derivatives

(a) Forward exchange deals As of December 31, 2015, there were long-term forward exchange deals on the sale of GBP 60.7 million (PY: GBP 78.2 million). The fair value determined on the basis of forward exchange rates amounted to € -11.0 million (PY: € -7.3 million). The forward exchange deals were passed on to subsidiaries under identical terms and conditions (purchase of foreign currencies). The respective purchase and sale of foreign currencies were treated as hedges and were not recognized.

In addition, there were short-term forward exchange deals on the purchase of CHF 20.0 million (PY: CHF 29.5 million) and GBP 6.1 million (PY: GBP 0.0 million) that were recognized separately as of the balance sheet date. The fair values determined on

11 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Notes to the income statement (15) Personnel expenses

€ millions 2015 2014 (12) Revenues

€ millions 2015 2014

Personnel expenses 266.8 382.1

Revenues 925.9 1,174.6 The average number of employees during the year was as follows:

Revenues were realized almost entirely in Germany. 2015 2014

(13) Other operating income and expenses

Income unrelated to the accounting period from the Total employees 1,861 3,364 disposal of fixed assets (€ 0.3 million; PY: € 5.8 million), from the reversal of provisions (€ 12.3 million; PY: € 6.2 million), and from receivables written down in previous years (€ 26.8 million; PY: € 28.9 million) was rec- (16) Net income from non-current financial assets ognized under other operating income.

Currency translation in the reporting period resulted in € millions 2015 2014 gains of € 11.7 million (PY: € 2.9 million) and losses of € 15.9 million (PY: € 4.1 million). Profit and loss transfers 284.5 35.2 (14) Purchased goods and services

€ millions 2015 2014

Purchased goods and services 272.9 290.4

Net income from non-current financial assets 279.6 52.3

12 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

(17) Net interest income (18) Extraordinary profit

€ millions 2015 2014 The extraordinary profit reported in the previous year of € 797.8 million resulted from the sale of the Axel Spring- er Group's German regional newspapers, TV program guides, and women's magazines to FUNKE Me- diengruppe, which was finalized on April 30, 2014 and took economic effect as of January 1, 2014.

(19) Taxes

€ millions 2015 2014 Net interest income – 28.5 – 32.2

Taxes 42.4 276.7 Interest expenses from the compounding of pension provisions were offset by income from plan assets in the amount of € 4.9 million (PY: € 6.3 million).

13 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Other disclosures

(20) 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: . Lufthansa AG Dr. h. c. Friede Springer . Siemens AG Vice Chairwoman of the Supervisory Board of Axel Springer SE . Voith GmbH Seats on other mandatory supervisory boards: . ALBA Finance plc & Co. KG aA Prof. Dr. Wolf Lepenies . ALBA plc & Co. KG aA University Professor (emer.) FU Berlin; Permanent Fellow (emer.) Seats on comparable boards in Germany and abroad: of the Wissenschaftskolleg zu Berlin (Institute for Advanced . ALBA Group plc & Co. KG (Advisory Board) Study Berlin)

Oliver Heine Prof. Dr.-Ing. Wolfgang Reitzle Attorney at law and partner in the law firm Heine & Partner Entrepreneur Seats on comparable boards in Germany and abroad: Seats on other mandatory supervisory boards: . YooApplications AG, Switzerland (Board of Directors) . Continental AG (Chairman) . Hawesko Holding AG Rudolf Knepper . Medical Park AG (Chairman) Entrepreneur Seats on comparable boards in Germany and abroad: Lothar Lanz . LafargeHolcim Ltd., Switzerland (Chairman of the Board of Directors, Member of various supervisory boards until July 2015 "Holcim Ltd") Seats on other mandatory supervisory boards: . Ivoclar Vivadent AG, Liechtenstein (Member of the Board of Directors since January 2015) . Bauwert AG (Chairman since December 2015) . Home 24 AG (Chairman since September 2015) Martin Varsavsky . TAG Immobilien AG CEO of Fon Wireless Limited . Zalando SE Seats on comparable boards in Germany and abroad: . Do∕an TV Holding A.S., Turkey (Supervisory Board)

14 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

(21) Executive Board

Dr. Mathias Döpfner Dr. Andreas Wiele Chairman and Chief Executive Officer President Marketing and Classified Ad Models Journalist Lawyer Seats on comparable boards in Germany and abroad: Seats on mandatory supervisory boards: . Axel Springer Schweiz AG, Switzerland (Chairman of the Board of . Immowelt AG (Chairman since October 2015) Directors) . Immowelt Holding AG (Chairman since October 2015) . Business Insider Inc., USA (Chairman of the Board of Directors since . ZANOX AG (Chairman) October 2015) Seats on comparable boards in Germany and abroad: . B.Z. Ullstein GmbH (Advisory Board until October 2015) . @Leisure Holding B.V., Netherlands (Chairman of the Board of Direc- . Ozy Media, Inc., USA (Board of Directors until December 2015) tors since January 2015) . RHJ International SA, Belgium (Board of Directors until February 2015) . AUFEMININ SA, France (Board of Directors) . Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors . Axel Springer Digital Classifieds France SAS, France (Chairman of the since December 2015) Supervisory Board) . Time Warner Inc., USA (Board of Directors) . Axel Springer Digital Classifieds GmbH (Chairman of the Supervisory . Vodafone Group Plc., United Kingdom (Board of Directors since April Board) 2015) . Axel Springer Digital Classifieds Holding GmbH (Chairman of the Adviso- . Warner Music Group Corp., USA (Board of Directors) ry Board until March 2015) . Business Insider Inc., USA (Board of Directors since January 2015) Jan Bayer . B.Z. Ullstein GmbH (Advisory Board until October 2015) President Paid Models . Car & Boat Media SAS, France (Chairman of the Supervisory Board) Media scholar . Coral-Tell Limited, Israel (Chairman of the Board of Directors) Seats on comparable boards in Germany and abroad: . Immoweb SA, Belgium (Chairman of the Board of Directors) . Media Impact GmbH & Co. KG (Advisory Board since June 2015) . Media Impact GmbH & Co. KG (Advisory Board since June 2015) . Business Insider Inc., USA (Board of Directors since October 2015) . meinestadt.de GmbH (Chairman of the Supervisory Board) . PRINOVIS Limited, United Kingdom (Board of Directors until Decem- Dr. Julian Deutz ber 2015) Chief Financial Officer . SeLoger.com SAS, France (Chairman of the Supervisory Board) Master’s Degree in Business Administration . StepStone GmbH (Chairman of the Supervisory Board) Seats on comparable boards in Germany and abroad: . Automotive Exchange Private Limited, India (Board of Directors until February 2015) . Axel Springer Digital Classifieds GmbH (Supervisory Board) . Axel Springer Schweiz AG, Switzerland (Board of Directors) . ITAS Media Private Limited, India (Board of Directors) . Ringier Axel Springer Magyarország Kft., Hungary (Supervisory Board) . Ringier Axel Springer Management AG, Switzerland (Board of Direc- tors) . Ringier Axel Springer Media AG, Switzerland (Board of Directors)

. Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors

since December 2015)

. SeLoger.com SAS, France (Supervisory Board since June 2015)

. StepStone GmbH (Supervisory Board since April 2015)

15 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

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

The remuneration of members of the Supervisory Board various conditions, have a term of six years and can be in the reporting period amounted to € 3.0 million exercised after a period of four years at the earliest. The (PY: € 3.0 million). fair values of the stock appreciation rights at the grant dates were determined on the basis of a Black-Scholes The remuneration of members of the Executive Board of model to be € 1.4 million and € 4.2 million respectively. Axel Springer SE amounted to € 18.9 million (PY: € 17.8 million). In addition, a total of 205,313 and The remuneration of former members of the Executive 675,000 stock appreciation rights were issued to mem- Board and their surviving dependents in the reporting bers of the Executive Board in the previous year, effec- period amounted to € 2.7 million (PY: € 2.6 million); tive January 1, 2014 and September 1, 2014 respective- provisions in the amount of € 29.9 million (PY: ly. The stock appreciation rights, which are subject to € 29.1 million) were recognized for pension obligations.

(23) List of investments

Significant investments as of December 31, 2015 are listed below.

Share Share holding Equity Net income holding Equity Net income No. Company in % Via No. € millions1) € millions1) No. Company in % Via No. € millions1) € millions1)

1 @Leisure BR B.V., Eindhoven, Netherlands 100.0 2 24.7 7.5 Axel Springer TV Productions GmbH, 22 100.0 3.2 0.0 2) Hamburg @Leisure Holding B.V., Rotterdam, 2 51.0 11 - - Netherlands "Axel Springer Verlag", Beteiligungsgesell- 23 100.0 169.4 0.0 2) schaft mbH, Berlin 3 alFemminile s.r.l., Milan, Italy 100.0 6 6.7 2.0 Axel Springer Vertriebsservice GmbH, 24 100.0 20.6 0.0 2) 4 AR Technology SAS, Paris, France 86.5 39 – 8.8 – 1.7 Hamburg

5 AS TYFP Media GmbH & Co. KG, Munich 50.0 9.0 0.0 25 B.Z. Ullstein GmbH, Berlin 100.0 23 15.4 0.0 2)

6 AUFEMININ SA, Paris, France 80.8 18 67.6 13.5 26 BILD GmbH & Co. KG, Berlin 100.0 68.5 5.8

7 Axel Springer Asia GmbH, Hamburg 100.0 18 11.5 – 0.6 27 Bonial Enterprises GmbH & Co. KG, Berlin 100.0 29 11.9 0.0

Axel Springer Digital Classifieds France Bonial Enterprises North America Inc., New 8 100.0 10 616.5 – 6.0 28 100.0 27 5.7 – 5.9 SAS, Paris, France York, USA

Axel Springer Digital Classifieds GmbH, 9 100.0 11 949.3 0.0 2) 29 Bonial Holding GmbH, Berlin 72.5 11 - - Berlin 30 Bonial International GmbH, Berlin 100.0 29 13.2 6.2 Axel Springer Digital Classifieds Holding 10 100.0 9 993.5 0.0 2) GmbH, Berlin 31 Business Insider Inc., New York, USA 96.5 12 18.4 – 1.6

11 Axel Springer Digital GmbH, Berlin 100.0 1.511.7 0,0 2) 32 Car&Boat Media SAS, Paris, France 51.0 10 53.6 10.7 Axel Springer Digital Ventures GmbH, 33 Commerz-Film GmbH, Berlin 100.0 18 338.8 11.8 12 100.0 11 58.6 0.0 2) Berlin 34 Coral-Tell Ltd., Tel Aviv, Israel 100.0 10 7.3 7.0 13 Axel Springer Editions SAS, Paris, France 100.0 44 – 21.5 – 0.3 Digital Window Limited, London, Great 35 100.0 81 31.8 9.9 14 Axel Springer España S.A., Madrid, Spain 100.0 5.5 – 2.1 Britain

15 Axel Springer France S.A.S., Paris, France 100.0 0.4 2.4 36 Doğan TV Holding A.S., Istanbul, Turkey 9.3 33 - - Axel Springer ideAS Ventures GmbH, Dreizehnte "Media" Vermögensverwal- 16 100.0 23 4.7 0.0 2) 37 100.0 – 3.2 0.8 Berlin tungsges. mbH, Hamburg 17 Axel Springer International GmbH, Berlin 100.0 1.909.3 0.0 2) Editions Mondadori Axel Springer (EMAS) 38 50.0 15 6.5 6.3 S.E.N.C., Montrouge Cedex, France Axel Springer International Holding GmbH, 18 100.0 17 1.950.6 0.0 2) Berlin EMAS Digital SAS, Montrouge Cedex, 39 50.0 15 – 6.1 – 2.7 France Axel Springer International Limited, 19 100.0 18 673.6 – 51.6 London, Great Britain Finanzen Corporate Publishing GmbH, 40 100.0 – 11.3 – 0.2 Berlin 20 Axel Springer Norway AS, Oslo, Norway 100.0 19 320.6 11.2 41 finanzen.net GmbH, Karlsruhe 75.0 12 1.6 4.3 Axel Springer Schweiz AG, Zurich, 21 100.0 72.6 5.0 Switzerland 42 Gofeminin.de GmbH, Cologne 100.0 6 13.6 1.7

16 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Share Share holding Equity Net income holding Equity Net income No. Company in % Via No. € millions1) € millions1) No. Company in % Via No. € millions1) € millions1)

43 Grupa Onet.pl SA, Krakow, Poland 100.0 59 154.7 – 10.2 Ringier Axel Springer Media AG, Zurich, 66 50.0 19 647.4 140.7 Switzerland Hammerich & Lesser Zeitschriften- und 44 100.0 - - Buchverlag GmbH, Hamburg Ringier Axel Springer Polska Sp. z o.o., 67 100.0 66 37.1 4.2 Warsaw, Poland 45 Idealo Internet GmbH, Berlin 74.9 11 26.4 26.4 Ringier Axel Springer Slovakia a.s., 68 100.0 66 32.2 3.3 46 Immonet GmbH, Hamburg 100.0 49 28.6 4.3 Bratislava, Slovakia

47 Immoweb SA, Brussels, Belgium 80.0 8 40.2 13.0 69 Saongroup Limited, Dublin, Ireland 100.0 75 5.8 11.2

48 Immowelt AG, Nuremberg 100.0 49 114.5 – 3.0 1,9 10 3) 70 SeLoger.com SAS, Paris, France 294,9 136,2 49 Immowelt Holding AG, Nuremberg 55.0 10 - - 97,7 8

50 Jobs.ie Ltd, Dublin, Ireland 100.0 69 5.6 2.5 71 Smarthouse Media GmbH, Karlsruhe 91.0 12 2.9 2.7 Jobsite UK (Worldwide) Limited (previously 72 StepStone Deutschland GmbH, Düsseldorf 100.0 73 27.7 0.0 2) 51 Evenbase Recruitment Ltd.), London, 100.0 75 8.3 32.4 Great Britain 73 StepStone GmbH, Berlin 100.0 10 453.6 0.0 2)

52 Livingly Media, Inc., San Carlos, USA 100.0 6 – 2.0 – 3.4 StepStone Österreich GmbH, Vienna, 74 100.0 72 1.3 – 2.6 Austria 53 Marmiton SAS, Paris, France 100.0 6 5.9 2.1 StepStone UK Holding Limited, London, 75 100.0 73 247.0 3.0 54 Media Impact GmbH & Co. KG, Berlin 74.9 – 0.8 – 10.5 Great Britain 2) 55 meinestadt.de GmbH, Cologne 100.0 56 10.2 0.0 Totaljobs Group Limited, London, Great 76 100.0 75 12.7 6.7 Britain 56 meinestadt.de Holding GmbH, Berlin 100.0 10 3.9 – 0.9 77 Ullstein GmbH, Berlin 100.0 23 3.7 0.0 2) 57 My Little Paris S.A.S., Paris, France 70.0 6 6.5 3.3 78 Visual Meta GmbH, Berlin 75.6 45 9.2 8.0 58 Netmums Limited, London, Great Britain 100.0 6 11.5 2.0

Viviana Investments Sp. z o.o., Warsaw, 59 ONET Holding Sp. z o.o., Warsaw, Poland 75.0 66 286.5 – 1.8 79 100.0 67 7.0 – 3.0 Poland 60 OnetMarketing Sp. z o.o., Krakow, Poland 100.0 43 97.8 2.9 80 WeltN24 GmbH, Berlin 100.0 31.1 0.0 2) 61 Ozy Media, Inc., Mountain View CA, USA 16.8 12 - - 81 ZANOX AG, Berlin 52.5 11 70.6 – 2.3 62 Pnet (Pty) Ltd, Johannesburg, South Africa 100.0 69 3.9 1.2 1) 63 PressImmo On Line S.A.S., Paris, France 100.0 70 84.1 41.7 Equity and net income according to local statutory financial statements from reporting year 2014. Amounts in foreign currency translated at the exchange rate prevailing on December 31,

64 Project A Ventures GmbH & Co. KG, Berlin 26.3 11 40.7 – 8.0 2015. Ringier Axel Springer d.o.o., Belgrade, 2) Control and profit and loss transfer agreement. 65 100.0 66 15.5 0.9 Serbia/Kosovo 3) Company incorporated in reporting period; statutory financial statements not available.

(24) Declaration of conformity with the German out that a 1:3 stock split was carried out effective Corporate Governance Code May 31, 2011, which tripled the number of shares, and that due to a capital increase the Company's subscribed In accordance with section 161 of the German Stock capital increased from € 98,940,000 to € 107,895,311 Corporation Act (Aktiengesetz – AktG), Axel Springer SE effective December 9, 2015; since that time, it comprises has made the declaration of conformity with the German 107,895,311 registered no-par-value shares (previously Corporate Governance Code issued by the Executive 98,940,000). Board and Supervisory Board permanently available to the shareholders on the Company's website at Morgan Stanley, Wilmington, Delaware, USA, notified us www.axelspringer.de → Investor Relations → Corporate (via a notification dated January 11, 2016) that, due to Governance. The declaration of conformity is also pub- the acquisition/disposal of shares carrying voting rights, lished in the Company's 2015 annual report. its total share of voting rights in Axel Springer SE, Axel- Springer-Straße 65, 10888 Berlin, Germany as of Janu-

(25) Duty of disclosure concerning investments ary 6, 2016 amounts to 0.67 % (last notification: 9.55 %),

whereby 0.07 % (corresponding to 72,515 of a total of The number of shares with voting rights, instruments, 107,895,311 voting rights in Axel Springer SE, last notifi- and the share of voting rights respectively cited in the cation: 8.30 %) corresponds to voting rights that are notifications below each relate to the date specified in attributable to it in accordance with section 22 of the the relevant notification. In particular, it must be pointed German Securities Trading Act (Wertpapierhan-

17 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

delsgesetz – WpHG), and 0.60 % (corresponding to Morgan Stanley, Wilmington, Delaware, USA (name of 647,082 of a total of 107,895,311 voting rights in Axel shareholder: Morgan Stanley & Co. International plc)

Springer SE, last notification: 1.25 %) corresponds to notified us (via a notification dated December 30, 2015, instruments as defined by section 25 (1) no. 1 WpHG corrected on January 11, 2016) that, due to the acquisi- (restitution claim from securities lending transactions, tion/disposal of shares carrying voting rights and the maturity/expiration: due at any time, exercise period/term: acquisition/disposal of instruments, its total share of due at any time). The following were specified as the full voting rights in Axel Springer SE, Axel-Springer-Straße chain of subsidiaries, beginning with the ultimate control- 65, 10888 Berlin, Germany, as of December 21, 2015 ling party or the ultimate controlling company: Morgan amounts to 9.73 %, whereby 3.54 % (corresponding to Stanley, Morgan Stanley Capital Management, LLC, 3,815,468 of a total of 107,895,311 voting rights in Axel Morgan Stanley Domestic Holdings, Inc., Morgan Stanley Springer SE) corresponds to voting rights that are at- & Co. LLC, and Morgan Stanley, Morgan Stanley In- tributable to it in accordance with section 22 WpHG, and vestment Management Inc. 6.19 % (corresponding to 6,682,219 of a total of 107,895,311 voting rights in Axel Springer SE) corre- Morgan Stanley, Wilmington, Delaware, USA (name of sponds to instruments as defined by section 25 (1) no. 1 shareholder: Morgan Stanley & Co. International plc) WpHG (restitution claim from securities lending transac- notified us (via a notification dated December 30, 2015, tions, maturity/expiration: due at any time, exercise peri- corrected on January 11, 2016) that, due to the acquisi- od/term: due at any time). The following were specified tion/disposal of shares carrying voting rights and the as the full chain of subsidiaries, beginning with the ulti- acquisition/disposal of instruments, its total share of mate controlling party or the ultimate controlling compa- voting rights in Axel Springer SE, Axel-Springer-Straße ny: Morgan Stanley, Morgan Stanley International Hold- 65, 10888 Berlin, Germany as of December 22, 2015 ings Inc., Morgan Stanley International Limited, Morgan amounts to 9.55 % (last notification: 9.73 %), whereby Stanley UK Group, Morgan Stanley Investments (UK),

8.30 % (corresponding to 8,959,340 of a total of Morgan Stanley & Co. International plc (voting rights:

107,895,311 voting rights in Axel Springer SE, last notifi- 3.50 %, instruments: 5.55 %, total: 9.05 %), as well as cation: 3.54 %) corresponds to voting rights that are Morgan Stanley, Morgan Stanley Capital Management, attributable to it in accordance with section 22 WpHG, LLC, Morgan Stanley Domestic Holdings, Inc., Morgan and 1.25 % (corresponding to 1,346,598 of a total of Stanley & Co. LLC, and Morgan Stanley, Morgan Stanley 107,895,311 voting rights in Axel Springer SE, last notifi- Investment Management Inc. cation: 6.19 %) corresponds to instruments as defined by section 25 (1) no. 1 WpHG (restitution claim from securi- GAP (Bermuda) Limited (Bermuda), Hamilton, Bermuda ties lending transactions, maturity/expiration: due at any (name of shareholder: General Atlantic Coöperatief U.A., time, exercise period/term: due at any time). The follow- the Netherlands) notified us (via a notification dated De- ing were specified as the full chain of subsidiaries, begin- cember 17, 2015) that, due to the acquisition/disposal of ning with the ultimate controlling party or the ultimate shares carrying voting rights, its total share of voting controlling company: Morgan Stanley, Morgan Stanley rights in Axel Springer SE, Axel-Springer-Straße 65, International Holdings Inc., Morgan Stanley International 10888 Berlin, Germany, as of December 9, 2015

Limited, Morgan Stanley UK Group, Morgan Stanley amounts to 8.3 % (corresponding to 8,955,311 of a total Investments (UK), Morgan Stanley & Co. International plc of 107,895,311 voting rights in Axel Springer SE),

(voting rights: 8.30 %, total: 8.94 %), as well as Morgan whereby these voting rights are attributable to it in ac- Stanley, Morgan Stanley Capital Management, LLC, cordance with section 22 WpHG. The following were Morgan Stanley Domestic Holdings, Inc., Morgan Stanley specified as the full chain of subsidiaries, beginning with & Co. LLC, and Morgan Stanley, Morgan Stanley In- the ultimate controlling party or the ultimate controlling vestment Management Inc. company: GAP (Bermuda) Limited (Bermuda), General Atlantic GenPar (Bermuda), L.P. (Bermuda), General

18 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

Atlantic Partners (Bermuda) III, L.P. (Bermuda), General controlling party or the ultimate controlling company: Dr.

Atlantic Coöperatief U.A. (the Netherlands) (voting rights: h.c. Friede Springer (voting rights: 54.20 %, total:

8.30 %, total: 8.30 %), as well as GAP (Bermuda) Limited 54.20 %), Friede Springer Verwaltungs GmbH (general (Bermuda), General Atlantic GenPar (Bermuda) L.P. partner of Friede Springer GmbH & Co. KG), Friede

(Bermuda), General Atlantic Partners (Bermuda) II, L.P. Springer GmbH & Co. KG (voting rights: 53.69 %, total:

(Bermuda), General Atlantic Coöperatief U.A. (the Neth- 53.69 %), AS Publizistik GmbH (general partner of Axel erlands) (voting rights: 8.30 %, total: 8.30 %), as well as Springer Gesellschaft für Publizistik GmbH & Co.), Axel GAP (Bermuda) Limited (Bermuda), General Atlantic Springer Gesellschaft für Publizistik GmbH & Co. (voting

GenPar (Bermuda), L.P. (Bermuda), General Atlantic rights amounting to 47.27 %, total: 47.27 %). Partners (Bermuda), L.P. (Bermuda), General Atlantic

Coöperatief U.A. (the Netherlands) (voting rights: 8.30 %, AS Publizistik GmbH, Berlin, Germany, (name of share- total: 8.30 %), as well as GAP (Bermuda) Limited (Ber- holder: Axel Springer Gesellschaft für Publizistik GmbH & muda), General Atlantic Coöperatief, L.P. (Bermuda), Co.) notified us (via a notification dated Decem- General Atlantic Coöperatief U.A. (the Netherlands) (vot- ber 17, 2015, corrected on January 15, 2016) that, due ing rights: 8.30 %, total: 8.30 %). to a change in the total number of voting rights, its total share of voting rights in Axel Springer SE, Axel-Springer- GAP-W International, LLC (Delaware), Dover, Delaware, Straße 65, 10888 Berlin, Germany, as of Decem-

USA, (name of shareholder: General Atlantic Coöperatief ber 9, 2015 amounts to 47.27 % (corresponding to U.A., the Netherlands) notified us (via a notification dated 51,000,030 of a total of 107,895,311 voting rights in Axel

December 17, 2015) that, due to the acquisition/disposal Springer SE, last notification: 50.0000294 %), whereby of shares carrying voting rights, its total share of voting these voting rights are attributable to it in accordance rights in Axel Springer SE, Axel-Springer-Straße 65, with section 22 WpHG. The following were specified as 10888 Berlin, Germany, as of December 9, 2015 the full chain of subsidiaries, beginning with the ultimate amounts to 8.30 % (corresponding to 8,955,311 of a controlling party or the ultimate controlling company: Dr. total of 107,895,311 voting rights in Axel Springer SE), h.c. Friede Springer (voting rights: 54.20 %, total: whereby these voting rights are attributable to it in ac- 54.20 %), Friede Springer Verwaltungs GmbH (general cordance with section 22 WpHG. The following were partner of Friede Springer GmbH & Co. KG), Friede specified as the full chain of subsidiaries, beginning with Springer GmbH & Co. KG (voting rights: 53.69 %, total: the ultimate controlling party or the ultimate controlling 53.69 %), AS Publizistik GmbH (general partner of Axel company: GAP-W International, LLC (Delaware), USA, Springer Gesellschaft für Publizistik GmbH & Co.), Axel General Atlantic Coöperatief U.A., (the Netherlands) Springer Gesellschaft für Publizistik GmbH & Co. (voting

(voting rights: 8.30 %, total: 8.30 %). rights: 47.27 %, total: 47.27 %).

Axel Springer Gesellschaft für Publizistik GmbH & Co., Dr. Mathias Döpfner, Potsdam, Germany, notified us on Berlin, Germany, notified us (via a notification dated August 20, 2012 (corrected via a notification dated Au- December 17, 2015, corrected on January 15, 2016) gust 30, 2012) in accordance with section 21 (1) sen- that, due to a change in the total number of voting rights, tence 1 WpHG that on August 14, 2012 his share of its total share of voting rights in Axel Springer SE, Axel- voting rights in Axel Springer Aktiengesellschaft, Axel- Springer-Straße 65, 10888 Berlin, Germany, as of De- Springer-Straße 65, 10888 Berlin, Germany, had ex- cember 9, 2015 amounts to 47.27 % (corresponding to ceeded the thresholds of 3 %, 5 %, 10 %, 15 %, 20 %,

51,000,030 of a total of 107,895,311 voting rights in Axel 25 %, 30 %, and 50 % of the voting rights and amounts

Springer SE, last notification: 50.0000294 %), whereby to 54.65 % as of that date (corresponding to 54,073,659 these voting rights are held directly by it in accordance of a total of 98,940,000 voting rights in Axel Springer with section 21 WpHG. The following were specified as Aktiengesellschaft). Of this figure, 1.13 % of the voting the full chain of subsidiaries, beginning with the ultimate rights (1,120,347 voting rights) are attributable to him in

19 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

accordance with section 22 (1) sentence 1 no. 1 WpHG, Axel Springer AG (corresponding to 3,337,700 shares) in and 53.39 % of the voting rights (52,826,967 voting accordance with section 22 (1) sentence 1 no. 1 WpHG. rights) are attributable to him in accordance with section 22 (2) sentence 1 WpHG. The voting rights attributable Tweedy, Browne Company LLC, New York, USA, noti- to Dr. Döpfner in accordance with section 22 (2) sen- fied us in November 2003 (corrected via a notification in tence 1 WpHG are attributed to him by Dr. h.c. Friede August 2004) that it had exceeded the voting rights

Springer and by Friede Springer GmbH & Co. KG. threshold of 5 % on November 6, 2003, and that the

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

Springer AG had exceeded the threshold of 50 % and with section 22 (1) no. 6 WpHG. simultaneously also the thresholds of 5 %, 10 %, and 25 % and thus amounts to around 59.82 % (this corresponds Dr. h.c. Friede Springer, Berlin, Germany, notified us in to 20,337,710 shares with voting rights with respect to January 2003 in accordance with section 21 (1) WpHG Axel Springer AG’s capital stock totaling 34,000,000 that her share of voting rights in Axel Springer AG had shares with voting rights). Friede Springer GmbH & Co. exceeded the threshold of 50 % on October 11, 2002

KG holds voting rights amounting to 50.0000294 % as a and amounts to 60.4 % since that time. 55.4 % of these result of the attribution of voting rights held directly by voting rights are attributable to her in accordance with Axel Springer Gesellschaft für Publizistik GmbH & Co. section 22 (1) sentence 1 no. 1 WpHG. In addition, Dr. (corresponding to 17,000,010 shares carrying voting h.c. Friede Springer, Berlin, Germany, notified us in Jan- rights) in accordance with section 22 (1) sentence 1 no. uary 2003 in accordance with section 41 (2) sentence 1

1 WpHG, and amounting to around 9.82 % as a result of WpHG that 50 % of the voting rights and 10 shares in the attribution of voting rights held as treasury shares by Axel Springer Verlag AG were attributable to her as of Axel Springer AG (corresponding to 3,337,700 shares) in April 1, 2002. Accordingly, 50 % of the voting rights and accordance with section 22 (1) sentence 1 no. 1 WpHG. 10 shares are attributable to her in accordance with section 22 (1) sentence 1 no. 1 WpHG. Friede Springer Verwaltungs GmbH, Berlin, Germany, notified us in January 2006 in accordance with sections (26) Profit utilization proposal 21 f. WpHG that at midnight on December 31, 2005/ 12 a.m. on January 1, 2006, its share of voting rights in Axel The Supervisory Board and Executive Board propose

Springer AG had exceeded the threshold of 50 % and that the Company apply the full amount of the distributa- simultaneously also the thresholds of 5 %, 10 %, and 25 % ble profit of € 194.2 million (PY: € 295.4 million) to pay a and thus amounts to around 59.82 % (this corresponds dividend of € 1.80 (PY: € 1.80) per qualifying share for to 20,337,710 shares with voting rights with respect to the 2015 financial year. Axel Springer AG’s capital stock totaling 34,000,000 shares with voting rights). Friede Springer Verwaltungs The company does not currently hold any treasury

GmbH holds voting rights amounting to 50.0000294 % shares, so that all the company’s shares qualify for divi- as a result of the attribution of voting rights held directly dends. However, the number of shares qualifying for by Axel Springer Gesellschaft für Publizistik GmbH & Co. dividends may be reduced in the time remaining before (corresponding to 17,000,010 shares carrying voting the annual shareholders’ meeting. In that case, an ad- rights) in accordance with section 22 (1) sentence 1 no. justed profit utilization proposal will be submitted to the

1 WpHG, and amounting to around 9.82 % as a result of annual shareholders’ meeting, without changing the the attribution of voting rights held as treasury shares by target dividend of € 1.80 per qualifying share.

20 Financial Statements 2015 Axel Springer SE Notes to the Financial Statements

(27) 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 that the combined management report of the Com- pany 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 de- scription of the principal opportunities and risks associated with the expected development of the Company.

Berlin, February 16, 2016

Axel Springer SE

Dr. Mathias Döpfner Jan Bayer

Dr. Julian Deutz Dr. Andreas Wiele

21 Financial Statements 2015 Axel Springer SE Auditor’s report

Auditor’s Report

We have audited the annual financial statements, com- Springer Group. We believe that our audit provides a prising the balance sheet, the income statement and the reasonable basis for our opinion. notes to the financial statements, together with the bookkeeping system, and the combined management Our audit has not led to any reservations. report of the Axel Springer SE and Axel Springer Group of Axel Springer SE, Berlin, for the fiscal year from Janu- In our opinion, based on the findings of our audit, the ary 1 to December 31, 2015. The maintenance of the annual financial statements comply with the legal re- books and records and the preparation of the annual quirements and give a true and fair view of the net assets, financial statements and combined management report financial position and results of operations of the Com- of the Axel Springer SE and Axel Springer Group in ac- pany in accordance with German principles of proper cordance with German commercial law are the respon- accounting. The combined management report of the sibility of the Company's management. Our responsibility Axel Springer SE and Axel Springer Group is consistent is to express an opinion on the annual financial state- with the annual financial statements and as a whole ments, together with the bookkeeping system, and the provides a suitable view of the Company's position and combined management report of the Axel Springer SE suitably presents the opportunities and risks of future and Axel Springer Group based on our audit. development.

We conducted our audit of the annual financial state- Berlin, February 19, 2016 ments in accordance with Sec. 317 HGB ["Han- delsgesetzbuch": "German Commercial Code"] and Ernst & Young GmbH German generally accepted standards for the audit of Wirtschaftsprüfungsgesellschaft financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in Ludwig Mielke accordance with German principles of proper accounting Wirtschaftsprüfer Wirtschaftsprüferin and in the combined management report of the Axel [German Public Auditor] [German Public Auditor] Springer SE and Axel Springer Group are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting- related internal control system and the evidence support- ing the disclosures in the books and records, the annual financial statements and the combined management report of the Axel Springer SE and Axel Springer Group are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the annual financial statements and combined management report of the Axel Springer SE and Axel