Joint Reasoned Statement of the Executive Board and the Supervisory Board

– Non-Binding English Translation –

Mandatory Publication pursuant to Sec. 27 (3) in conjunction with Sec. 14 (3) sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Axel Springer SE

Axel-Springer-Straße 65 10888 Berlin

pursuant to Sec. 27 (1) WpÜG

on the voluntary public takeover offer

of Traviata II S.à r.l. 2, rue Edward Steichen 2540 Luxembourg Grand Duchy of Luxembourg

to the shareholders of Axel Springer SE

of 11 July 2019

Shares of Axel Springer SE: ISIN: DE0005501357 (listed) ISIN: DE0005754238 (non-listed) Tendered Shares of Axel Springer SE ISIN: DE000A2YPGA9 (listed) ISIN: DE000A2YPGD3 (non-listed) TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS ...... 2

DEFINITIONS ...... 5

I. GENERAL INFORMATION ABOUT THIS STATEMENT ...... 7

1. Legal and factual bases ...... 7 2. Statement by the competent works council ...... 8

3. Publication of this Statement and possible amendments to the Offer ...... 9 4. Independent responsibility of Axel Springer Shareholders ...... 9 5. Information for Axel Springer Shareholders whose place of residence, seat or habitual abode is in the USA ...... 11

II. GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER ...... 11 1. Axel Springer SE ...... 11 1.1 Legal bases ...... 11 1.2 Members of the Executive Board and of the Supervisory Board ...... 13 1.3 Capital and shareholder structure ...... 13 1.4 Persons acting jointly with Axel Springer ...... 15 1.5 Structure and business of the Axel Springer Group ...... 15 1.6 Business development and selected financial information ...... 18 1.7 Axel Springer's strategy ...... 22

2. Bidder ...... 23 2.1 Bidder's legal bases ...... 23 2.2 Bidder's shareholder structure ...... 24

3. The participation of the Bidder and of persons acting jointly with the Bidder in Axel Springer, information about securities transactions ...... 26 3.1 Persons acting jointly with the Bidder ...... 26 3.2 The participation of the Bidder and of persons acting jointly with the Bidder in Axel Springer ...... 26 3.3 Information about securities transactions ...... 26

4. Possible parallel acquisitions ...... 27

III. INFORMATION ABOUT THE OFFER ...... 27

1. Execution of the Offer ...... 27 2. Publication of the decision to make the Offer ...... 27 3. Review by BaFin and publication of the Offer Document ...... 27

4. Acceptance of the Offer outside the Federal Republic of Germany ...... 28

TABLE OF CONTENTS

5. Background of the Offer and involvement of the Executive Board and the Supervisory Board ...... 28 5.1 Investor Agreement ...... 31 5.2 Shareholders' Agreement ...... 35 5.3 Statement on the Offer of the Bidder ...... 38

6. State of control with respect to Axel Springer after consummation of the Offer ...... 39

7. Main details of the Offer ...... 40 7.1 Offer Price ...... 40 7.2 Acceptance Period, extension of the Acceptance Period and Additional Acceptance Period ...... 41 7.3 Handling of the Offer via Traviata B.V...... 42 7.4 Rights of withdrawal ...... 42 7.5 Offer Conditions ...... 42 7.6 Waiver of Offer Conditions ...... 44 7.7 Trading tendered Axel Springer Shares ...... 45 7.8 Holders of Axel Springer ADRs ...... 45 7.9 Applicable law ...... 46 7.10 Publications ...... 46

8. Financing of the Offer ...... 46 9. Authority of the Offer Document ...... 47

IV. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED ...... 48 1. Type and amount of the consideration ...... 48 2. Statement on the lowest price determined by statute ...... 48 3. Assessment of the fairness of the consideration offered ...... 49 3.1 Fairness Opinions ...... 49 3.2 Comparison with historical share prices ...... 53 3.3 Valuation by financial analysts ...... 54 3.4 Consideration of the Axel Springer Group's development potential ...... 56 3.5 Overall assessment of the fairness of the consideration ...... 56

V. OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER ...... 59

1. Objectives and intentions as set out in the Investor Agreement ...... 59 2. Objectives and intentions as set out in the Offer Document ...... 60 2.1 Future business activities, future use of assets and future obligations of Axel Springer ...... 60 2.2 Seat of the Company and location of key parts of the Company...... 62 2.3 Members of the Executive Board and the Supervisory Board of Axel Springer ...... 62 2.4 Structural measures ...... 63 2.5 Intentions with regard to the business activities of the Bidder and the Bidder Parent Companies ...... 63

3. Evaluation of the objectives of the Bidder and of the expected consequences ...... 64

TABLE OF CONTENTS

3.1 Future business activities, future use of assets and future obligations of Axel Springer ...... 64 3.2 Seat of the Company and location of key parts of the Company...... 66 3.3 Members of the Executive Board and the Supervisory Board of Axel Springer ...... 67 3.4 Possible structural measures and their consequences ...... 68 3.5 Intentions with regard to the Bidder, Traviata B.V. and the Bidder Parent Companies ...... 69 3.6 Financial consequences for Axel Springer ...... 69

4. Possible consequences for the employees, their terms of employment and their representative bodies at Axel Springer as well as for the locations of Axel Springer ...... 71

VI. POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS ...... 72 1. Possible consequences upon acceptance of the Offer ...... 72

2. Possible consequences upon non-acceptance of the Offer ...... 74

VII. OFFICIAL APPROVALS AND PROCEEDINGS ...... 77

VIII. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD ...... 79 1. Specific interests of members of the Executive Board and of the Supervisory Board ..... 79 1.1 Specific interests of members of the Executive Board ...... 79 1.2 Specific interests of members of the Supervisory Board ...... 81

2. Agreements with members of the Executive Board or of the Supervisory Board ...... 82 3. No non-cash benefits or other benefits related to the Offer ...... 82

IX. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER ...... 82

X. RECOMMENDATION ...... 83

DEFINITIONS

A E Acceptance Period ...... 41 EUR ...... 7 Additional Acceptance Period ...... 41 Euro ...... 7 AktG ...... 7 Executive Board ...... 7 Allen & Company ...... 49 Existing Shareholders ...... 30 ASGP ...... 14 Existing Shareholders' Companies ...... 31 Assumed Consortium Participation ...... 39 F Axel Springer ...... 7 Fairness Opinion ...... 49 Axel Springer ADR ...... 10 Fairness Opinions ...... 49 Axel Springer Group ...... 7 FSKG ...... 31 Axel Springer Shareholders ...... 7 G Axel Springer Shares ...... 7 General Works Council ...... 7 B Goldman Sachs ...... 49 BaFin ...... 27 Group Works Council ...... 7 Bidder ...... 7 I Bidder Parent Companies ...... 26 IDW ...... 52 Börsennotierte Axel Springer Aktien ...... 12 Investor...... 31 BörsG ...... 63 Investor Agreement ...... 31 Brilliant...... 14 K C KKR ...... 26 CEST ...... 7 Clearstream ...... 12 L Company ...... 7 Lazard...... 49 Compensation Payment ...... 58 LTIP ...... 80 Competing Offer ...... 41 M D MDAX ...... 12 Delisting ...... 68 Minimum Acceptance Threshold ...... 43 Delisting Offer ...... 74 Deutsche Börse ...... 12

TABLE OF CONTENTS

N Statement ...... 7 Non-Listed Axel Springer Shares ...... 13 Supervisory Board ...... 7

O T Offer ...... 7 Tender Offer Statement ...... 11 Offer Condition ...... 42 Three-Month Average Price ...... 48 Offer Conditions ...... 42 U Offer Document ...... 7 UniCredit Bank ...... 47 Offer Price ...... 7 USA ...... 10 Other Controlling Parties...... 40 V P Virtual Stock Option Plan ...... 80 Positive Recommendation ...... 32 W Prime Standard ...... 12 WpÜG ...... 7 S WpÜG Offer Regulation ...... 27 SE Works Council ...... 7 X Shareholders' Agreement ...... 35 XETRA ...... 12

GENERAL INFORMATION ABOUT THIS STATEMENT

I. GENERAL INFORMATION ABOUT THIS STATEMENT

On 5 July 2019, in accordance with Secs. 34, 14 (2) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), Traviata II S.à r.l. with its seat in Luxembourg, Grand Duchy of Luxembourg, (the "Bidder") published the offer document within the meaning of Sec. 11 WpÜG (the "Offer Document") for its voluntary public takeover offer (the "Offer") to all shareholders of Axel Springer SE, with its seat in Berlin, Germany ("Axel Springer" or the "Company" and, together with its affiliated companies within the meaning of Secs. 15 et seqq. of the German Stock Corporation Act (Aktiengesetz, "AktG"), the "Axel Springer Group", and the shareholders of Axel Springer, the "Axel Springer Shareholders") regarding the acquisition of all registered no-par value shares of Axel Springer with a pro-rata amount of the share capital of EUR 1.00 per share (ISIN: DE0005501357 / WKN: 550135 (listed Axel Springer shares); ISIN: DE0005754238 / WKN: 575423 (non-listed Axel Springer shares)) (the "Axel Springer Shares") against payment of cash consideration in the amount of EUR 63.00 per Axel Springer Share (the "Offer Price").

The Offer Document was submitted to the Executive Board (Vorstand) of Axel Springer (the "Executive Board") on 5 July 2019. On the same day, the Executive Board passed on the Offer Document to Axel Springer's Supervisory Board (the "Supervisory Board") and to Axel Springer's works council (the "SE Works Council"), Axel Springer's group works council (the "Group Works Council") and to Axel Springer's general works council (the "General Works Council").

The Executive Board and the Supervisory Board are hereby issuing this joint reasoned statement pursuant to Sec. 27 WpÜG (the "Statement") with regard to the Bidder's Offer. The Supervisory Board and the Executive Board have each resolved on this Statement on 11 July 2019. In the context of the Statement, the Executive Board and the Supervisory Board point out the following in advance:

1. Legal and factual bases

Under Sec. 27 (1) sentence 1 WpÜG, the executive board and the supervisory board of a target company are required to issue a reasoned statement on a takeover offer and all amendments thereto. The statement may be provided jointly by the target company's executive board and supervisory board. The Executive Board and the Supervisory Board have decided to issue a joint statement regarding the Bidder's Offer. This Statement is being issued solely under German law.

Time data in this Statement is given in Central European Summer Time ("CEST") unless explicitly stated otherwise. The currency designations "EUR" or "Euro" refer to the currency of the European Economic and Monetary Union pursuant to Art. 3 (4) of the Treaty on European Union.

GENERAL INFORMATION ABOUT THIS STATEMENT

To the extent terms such as "at this point in time", "at the date hereof", "currently", "at the moment", "now", "at present" or "today" are used, these terms refer to the date of publication of this Statement, i.e. 11 July 2019.

All information, forecasts, assessments, value judgements, valuations, forward-looking statements and declarations of intent contained in this Statement are based on the information available to the Executive Board and the Supervisory Board on the date of publication of this Statement or reflect their assessments or intentions as at this point in time. Forward-looking statements express intentions, opinions or expectations and entail known or unknown risks and uncertainties, because these statements refer to events and depend on circumstances that will occur in the future. Forward- looking statements are indicated by words and phrases such as "target", "will", "expect", "intend", "estimate", "anticipate", "plan", "determine", or similar words. While the Executive Board and the Supervisory Board assume that the expectations contained in such forward-looking statements are based on justified and verifiable assumptions and, to the best of their knowledge and belief, are correct and complete as at the date hereof, the underlying assumptions may, however, change after the date of the publication of this Statement as a result of political, economic or legal events.

The Executive Board and the Supervisory Board do not intend to update this Statement and do not assume any obligations to update this Statement, unless they are required to do so under German law.

The information contained in this Statement about the Bidder, the persons acting jointly with the Bidder and the Offer is based on the information contained in the Offer Document and other publicly available information unless explicitly stated otherwise. The Executive Board and the Supervisory Board point out that they are not in a position to verify the intentions specified by the Bidder in the Offer Document. It cannot be ruled out that the Bidder may change its stated intentions and that the intentions published in the Offer Document will not be implemented or will be implemented in another way.

2. Statement by the competent works council

In accordance with Sec. 27 (2) WpÜG, the competent works council of the target company can make a statement about the offer to the executive board, which the executive board must then attach to its statement in accordance with Sec. 27 (2) WpÜG irrespective of its obligation under Sec. 27 (3) sentence 1 WpÜG.

Up until publication of this Statement, the competent works councils of Axel Springer have not transmitted statements of their own to the Executive Board. The competent works councils of Axel

GENERAL INFORMATION ABOUT THIS STATEMENT

Springer have informed the Executive Board that they intend to issue a statement of their own. This will take place at a later point in time.

3. Publication of this Statement and possible amendments to the Offer

This Statement and any supplements and/or additional statements regarding any amendments to the Offer will be published in accordance with Sec. 27 (3) and Sec. 14 (3) sentence 1 WpÜG on the internet on the website of the Company at

go.axelspringer.com/kkr

in German and at

go.axelspringer.com/kkr_en

as a non-binding English translation. Copies of the statements are available at Axel Springer, Investor Relations, Axel-Springer-Straße 65, 10969 Berlin, Germany (order by telefax to +49 (0) 30 2591-77422 or email to [email protected] indicating a postal address for mailing) for distribution free of charge (agent (Stelle) within the meaning of Sec. 27 (3) sentence 1 in conjunction with Sec. 14 (3) sentence 1 no. 2 WpÜG). In addition, copies of the Statement will also be available for distribution free of charge at Axel Springer, Investor Relations, Markgrafenstraße 19A, 10969 Berlin, Germany. Publication and availability of copies for distribution free of charge will be announced in the German Federal Gazette (Bundesanzeiger). Additionally, in Canada, a notice on the availability of the Statement will be published in English in the newspaper The Globe and Mail and in French in the newspaper Le Journal de Montréal.

This Statement and any supplements and/or additional statements regarding any amendments to the Offer will be published in German and as a non-binding English translation. No liability is assumed for the correctness or completeness of the English translations. Only the German versions are authoritative.

4. Independent responsibility of Axel Springer Shareholders

The Executive Board and the Supervisory Board point out that the description of the Offer contained in this Statement does not purport to be complete and that solely the terms of the Offer Document apply to the content and the settlement of the Offer. The assessments and recommendations of the Executive Board and the Supervisory Board contained in this Statement do not bind the Axel Springer Shareholders in any way. To the extent that this Statement makes reference to, quotes, summarizes or repeats the Offer or the Offer Document, such statements will only be deemed references, i.e. the Executive Board and the Supervisory Board neither make the

GENERAL INFORMATION ABOUT THIS STATEMENT

terms of the Offer or Offer Document their own, nor do they assume any liability for the correctness or completeness of the Offer or Offer Document.

According to the Bidder's statements in Section 13 of the Offer Document, the Offer can be accepted by all Axel Springer Shareholders in accordance with the terms and provisions set out in the Offer Document and the respective applicable legal provisions. The Offer is not addressed to, and cannot be accepted with regard to the Axel Springer ADRs by, holders of American Depositary Receipts issued by third parties in respect of the Axel Springer Shares ("Axel Springer ADRs" and individually an "Axel Springer ADR"). More detailed information for the holders of Axel Springer ADRs is set out in Section III.7.8 of the Statement and Section 13.9 of the Offer Document.

In Section 1.2 of the Offer Document, the Bidder further points out that for Axel Springer Shareholders whose place of residence or seat is outside the Federal Republic of Germany, it may be difficult to enforce rights and claims arising under the laws of a country other than their own country of residence or seat. In this context, the Bidder points out that Axel Springer has its seat in the Federal Republic of Germany and that some or all of its executive staff and board members may have their place or residence or seat in a country other than their own country of residence or seat. In Section 1.6 of the Offer Document, the Bidder also explains that the acceptance of the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the United States of America ("USA") or Canada may be subject to certain legal restrictions. The Bidder assumes no responsibility for the acceptance of the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the USA or Canada being permissible under the relevant applicable statutory provisions.

Each Axel Springer Shareholder must, at his or her own responsibility, take note of the Offer Document, form his or her own opinion of the Offer and, if required, take any measures that he or she considers necessary for his or her own purposes. Each Axel Springer Shareholder must reach his or her own individual decision on whether and, where applicable, to what extent he or she wishes to accept the Offer, taking into account the overall situation, his or her individual situation (including his or her individual tax situation) and his or her own personal assessment of the future performance and stock exchange price of the Axel Springer Shares. In reaching this decision, the Axel Springer Shareholders should take into account all sources of information available to them and take sufficient account of their own personal interests. The Executive Board and the Supervisory Board do not assume any responsibility for the Axel Springer Shareholders' decisions. If the Axel Springer Shareholders accept the Offer, they are responsible for complying with the requirements and conditions described in the Offer Document.

The Executive Board and the Supervisory Board point out that Axel Springer Shareholders who

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

intend to accept the Offer must check whether this acceptance will be compliant with the legal obligations that may potentially result from their individual situation (e.g. security interests in the shares, restrictions of sales or restrictions with regard to employee shares). The Executive Board and the Supervisory Board cannot assess such individual obligations and/or consider them in their recommendation. The Executive Board and the Supervisory Board advise all individuals, particularly those receiving the Offer Document outside of the Federal Republic of Germany, or those who wish to accept the Offer but are subject to the securities laws of a jurisdiction other than the Federal Republic of Germany, to inform themselves of the applicable legal regulations and to comply with them. The Executive Board and the Supervisory Board recommend that the Axel Springer Shareholders obtain individual tax and legal advice as necessary.

5. Information for Axel Springer Shareholders whose place of residence, seat or habitual abode is in the USA

This Statement is made in accordance with the statutory provisions of the Federal Republic of Germany. It does not constitute a statement pursuant to sec. 14 (d) (1) or 13 (e) (1) of the Securities Exchange Act 1934, as amended in conjunction with the General Rules and Regulations applicable thereunder ("Tender Offer Statement"). The Executive Board and the Supervisory Board also advise the Axel Springer Shareholders whose place of residence, seat or habitual abode is in the USA of the fact that this Statement has been prepared in accordance with a format and structure customary in the Federal Republic of Germany, which differs from the format and structure customary for a Tender Offer Statement in the USA. In addition, the content of this Statement differs from the mandatory information to be provided in a Tender Offer Statement under U.S. law. Furthermore, the Executive Board and the Supervisory Board point out that neither the U.S. Securities and Exchange Commission nor any state securities commission in the USA have approved or disapproved this Statement or reviewed this Statement prior to its publication.

II. GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

1. Axel Springer SE

1.1 Legal bases

Axel Springer is a listed European stock corporation (Societas Europaea, SE) with its seat in Berlin, Germany, registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Charlottenburg under no. HRB 154517 B. The Company's business address is Axel-Springer-Straße 65, 10888 Berlin, Germany. The Company is the parent company of the Axel Springer Group.

The purpose of the Company consists of activities in the fields of (i) journalism, communications,

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

information and entertainment; (ii) development and operation of digital platforms, in particular in the areas of journalistic content and job and real estate classifieds; (iii) marketing of, acting as intermediary for, and trading in rights (in particular image and text rights), contracts (in particular in the field of staff recruitment), journalistic content, various goods (in particular consumer goods and IT products), real estate and applications using media or digital platforms and the provision of the respective related services; and (iv) technology and digitization in connection with the above. The Company may engage in all transactions that are related to the purpose of the Company or that are conducive to directly or indirectly promoting such purpose. The Company may establish, acquire or participate in other companies, in particular companies whose purpose wholly or partly covers the aforementioned areas. The Company may consolidate companies in which it holds equity interests under unified management or limit itself to managing its equities interests. The Company may outsource or entrust all or part of its operations to affiliated enterprises. The fiscal year of the Company is the calendar year.

The Axel Springer Shares are represented by four global certificates deposited with Clearstream Banking AG, Frankfurt am Main, Germany ("Clearstream"):

Certificate ISIN Share nos. Number of shares no. 001 DE0005501357 000 000 001 – 058 038 000 58,038,000 002 DE0005754238* 058 038 001 – 098 940 000 40,902,000 003 DE0005501357 098 940 001 – 104 743 799 5,803,799 004 DE0005501357 104 743 800 – 107 895 311 3,151,512 107,895,311

*) Not admitted to stock exchange trading. Overview II.1.1: List of global certificates of Axel Springer

• The three global certificates with the certificate numbers 001, 003 and 004 represent 66,993,311 Axel Springer Shares in total (share numbers 1 to 58,038,000, 98,940,001 to 104,743,799, and 104,743,800 to 107,895,311), which are admitted to trading under ISIN DE0005501357 in the sub-segment of the regulated market with additional post-admission obligations ("Prime Standard") and are traded via the XETRA electronic trading system ("XETRA") of Deutsche Börse AG, Frankfurt am Main, Germany ("Deutsche Börse") ("Listed Axel Springer Shares"). The Listed Axel Springer Shares are included, inter alia, in the MDAX stock index (ISIN DE0008467416) ("MDAX"). In addition the Listed Axel Springer Shares are traded on the open market (im Freiverkehr) on the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart.

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

• A further global certificate with the certificate number 002 represents 40,902,000 Axel Springer Shares in total (share numbers 58,038,001 to 98,940,000) under ISIN DE0005754238. These Axel Springer Shares are not admitted to stock exchange trading ("Non-Listed Axel Springer Shares"). Of the Non-Listed Axel Springer Shares, 40,505,262 shares are held indirectly by Dr. h.c. Friede Springer via ASGP, and the remaining 396,738 Non-Listed Axel Springer Shares are held by one or more other shareholders.

1.2 Members of the Executive Board and of the Supervisory Board

The Executive Board of Axel Springer currently consists of five members: Dr. Mathias Döpfner (Chairman and CEO), Dr. Julian Deutz (Chief Financial Officer and Head of Human Resources), Jan Bayer (President News Media International), Dr. Stephanie Caspar (President News Media National & Technology) and Dr. Andreas Wiele (President Classifieds Media).

According to the Articles of Association and the agreement on the participation of employees in Axel Springer dated 18 November 2013, the Supervisory Board consists of nine members to be appointed by the annual shareholders' meeting (shareholder representatives). The Supervisory Board currently consists of the following nine members: Ralph Büchi (Chairman), Dr. h.c. Friede Springer (Vice Chairwoman), Oliver Heine, Dr. Alexander Karp, Iris Knobloch, Dr. Nicola Leibinger-Kammüller, Ulrich Plett, Prof. Dr.-Ing. Wolfgang Reitzle and Martin Varsavsky.

1.3 Capital and shareholder structure

The registered share capital (Grundkapital) of the Company at the time of this Statement amounts to EUR 107,895,311.00 and is divided into 107.895.311 no–par value registered shares (Namensaktien) representing a notional amount of EUR 1.00 per share. There are no different classes of shares. Each Axel Springer Share entitles to one vote and is associated with full voting and dividend rights.

The shares may only be transferred with the consent of the Company (restrictions on transferability). The Executive Board issues the consent. The Supervisory Board resolves about issuing the consent. Pursuant to § 5 (3) of the Articles of Association, the consent to the transfer can be refused without stating any reasons. Axel Springer has declared to Deutsche Börse AG as admission office that the Company will refuse its consent to the transfer of Axel Springer Shares only for extraordinary reasons in the best interests of the Company.

According to Section 7.1 of the Offer Document, Dr. h.c. Friede Springer directly holds approximately 5.1% of the shares and voting rights (5,502,450 Axel Springer Shares), and indirectly holds, via Axel Springer Gesellschaft für Publizistik GmbH & Co, a German limited

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

partnership (Kommanditgesellschaft) with its seat in Berlin, Germany, registered with the commercial register of the Local Court of Charlottenburg under no. HRA 10472 ("ASGP"), approximately 37.5% of the shares and voting rights (40,505,262 Axel Springer Shares) in Axel Springer. At the time of publication of the Offer Document, Dr. h.c. Friede Springer and ASGP hold 46,007,712 Axel Springer Shares in total. This corresponds to a proportion of approximately 42.6% of the issued shares and voting rights.

According to the information in Section 7.1 of the Offer Document, Dr. Mathias Döpfner directly holds approximately 1.95% of the shares and voting rights (2,105,145 Axel Springer Shares) and indirectly holds, via Brilliant 310. GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) with its seat in Berlin, Germany, registered with the commercial register of the Local Court of Charlottenburg under no. HRB 102468 ("Brilliant"), a proportion of approximately 0.86% of the shares and voting rights (923,224 Axel Springer Shares). In total, Dr. Mathias Döpfner and Brilliant hold 3,028,369 Axel Springer Shares. This corresponds to a proportion of approximately 2.81% of the issued shares and voting rights. To the Company's knowledge, a total of 1,978,000 of the Axel Springer Shares held by Dr. Mathias Döpfner are subject to a pooling agreement of 14 August 2012 concluded with Dr. h.c. Friede Springer and FSKG. Under the terms of that pooling agreement, the voting rights and other rights arising from the pool-linked shares are to be exercised in the shareholders' meeting of Axel Springer in accordance with the respective resolutions of the pool members, irrespective of whether and how the relevant pool member voted in the resolution by the pool. The voting rights of the pool members in the pool meeting are based on their voting rights at the shareholders' meeting of Axel Springer, calculated on the basis of the respective number of voting pool-linked shares. In total, the pooling agreement currently includes 47,432,202 voting Axel Springer Shares.

According to the voting rights announcements pursuant to Secs. 33 et seqq. of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") received by Axel Springer by 10 July 2019, the following other persons are currently holding notifiable holdings in Axel Springer (i.e., holdings of a minimum of 3% of the voting rights) within the meaning of Secs. 33 et seqq WpHG: Axel Sven Springer holds a proportion of voting rights of approximately 7.36% and Tweedy, Browne Company LLC, New York, USA, holds a proportion of voting rights of approximately 4.90%. In addition, according to information last available to Axel Springer, Ariane Melanie Springer holds a proportion of voting rights of approximately 2.4% (as of: December 2018).

In accordance with § 5 (4) of the Articles of Association, based on the resolution of the shareholders' meeting on 18 April 2018, the Executive Board is authorized, subject to Supervisory Board consent, to increase the share capital once or several times by up to a total of EUR 10,500,000.00 (authorized capital) until 17 April 2023 by issuing new registered no-par value shares against contributions in cash and/or in kind (including mixed contributions in kind). In

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

general, shareholders shall thereby be granted a subscription right on such occasions. However, the Executive Board is authorized to exclude the shareholders' subscription right in specific cases and subject to Supervisory Board consent. As at the date of this Statement, the authorized capital has not been utilized and amounts to EUR 10,500,000.00.

Based on the resolution of the shareholders' meeting on 18 April 2018 (agenda item 7), the Executive Board is authorized, subject to Supervisory Board consent, to acquire treasury shares of the Company of up to 10% of the share capital existing at the time of the resolution until 17 April 2023. The acquisition must only take place on the stock exchange or via a public offer directed to all shareholders or a public invitation to tender for sale. As at the date of this Statement, the Company has not used the above authorization to purchase treasury shares, and the Company does not hold treasury shares.

1.4 Persons acting jointly with Axel Springer

According to Axel Springer, the Company is a controlled company (abhängiges Unternehmen) within the meaning of Sec. 17 (1) AktG of Dr. h.c. Friede Springer. Based on this assumption, Axel Springer and its subsidiaries are deemed persons acting jointly with Dr. h.c. Friede Springer within the meaning of Sec. 2 (5) sentence 3 WpÜG. Persons acting jointly with Axel Springer are therefore also the companies through which Dr. h.c. Friede Springer (indirectly) holds her participation in Axel Springer. Furthermore, reference is made to the information in Section 7.4 below in conjunction with annex 3 of the Offer Document.

1.5 Structure and business of the Axel Springer Group

Axel Springer is a leading media and technology enterprise whose key business areas comprise digital classified ad services and journalism. In the 2018 fiscal year, 70.6% of its revenues and 84.3% of the adjusted EBITDA (in each case based on the operating business, i.e. not taking into account the Services/Holding segment) were generated from digital activities. Axel Springer operates one of the world's largest portfolios of digital classifieds. From an economic point of view, these offers are the most important pillar in the Group, particularly those in the subsegment Jobs and Real Estate. In addition, the offers in the News Media segment include a broadbased portfolio of successfully established brands such as the BILD and WELT Group in Germany or Insider Inc. in the USA. The Marketing Media segment comprises all business models that generate revenues predominantly through reach-based or performance-based forms of advertising.

Axel Springer, as the ultimate holding company of the Axel Springer Group, is a listed stock corporation with its seat in Berlin. The Group also maintains offices at other locations in Germany. In addition, the Group also has numerous companies abroad.

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

Axel Springer's business activities are bundled in three operating segments: Classifieds Media, News Media and Marketing Media. In addition, there is the Services/Holding segment.

Overview II.1.5/1: Segments of the Axel Springer Group

Classifieds Media

The Classifieds Media segment encompasses all business models that generate their revenues primarily through advertisers paying for advertising of jobs, real estate, cars, etc. Axel Springer has built up one of the world's largest portfolios of leading online classified portals in the last ten years. The activities of the Classifieds Media segment are divided into three subsegments: Jobs, Real Estate and General/Other. The following graph gives an overview of the main brands in the Classifieds Media portfolio:

Overview II.1.5/2: Portfolio Classifieds Media

News Media

The News Media segment includes primarily business models that are based on content creation and funded by paying readers and/or advertisers. The News Media segment is sub-divided into national and international offerings. The main activities in the News Media segment are illustrated in the following chart:

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

Overview II.1.5/3: Portfolio News Media

Marketing Media

In the Marketing Media segment, all business models are summarized, the proceeds of which are generated predominantly by advertisers in reach-based or performance-based marketing. The Marketing Media segment is divided into reach-based and performance-based offers. The principal activities are summarized in the graph below:

Overview II.1.5/4: Portfolio Marketing Media

Services/Holding

In the Services/Holding segment, group services, which also include the three domestic printing plants, as well as the holding functions are reported. Group services are purchased by group- internal customers at standard market prices.

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1.6 Business development and selected financial information

1.6.1 Development of the Company's revenues in the 2018 fiscal year as well as in the first quarter of 2019

Revenues 2019 2018 2017 +/- in EUR millions Q 1 in % Classifieds Media 314.8 1,212.5 1,077.7 +20.3 News Media 341.2 1,496.2 1,509.8 -0.9 Marketing Media 104.4 418.3 477.3 -12.4 Services/Holding 11.3 53.7 60.7 -11.5 Axel Springer Group 771.8 3,180.7 3,055.5 +4.1

Overview II.1.6/1: Revenues 2017, 2018 and Q1 2019

In the 2018 fiscal year, revenues of EUR 3,180.7 million were 4.1% higher than the prior year (EUR 3,055.5 million). Both the value in 2018 and the corresponding figure in the prior year take into account the first-time application of the new IFRS 15 accounting standards. The significant part of this growth can be attributed to good operational development. In addition, consolidation effects also contributed, while currency effects had a negative impact overall. Organically, i.e. adjusted for consolidation and exchange rate effects, revenues were 3.8% higher than in the prior year. Once again, growth was driven by our activities in the Classifieds Media segment. Overall, Axel Springer generated 70.6% of the revenues in the digital segment in 2018.

In the period from January 2019 until March 2019, revenues of EUR 771.8 million were at the same level as the prior-year value (–0.2% compared to the prior year: EUR 773.5 million). A good operating performance was offset by consolidation effects, in particular due to the sale of aufeminin in the prior year. Organically, i.e. adjusted for consolidation and currency effects, revenues increased by 3.2%. Once again, growth was driven by the activities in the Classifieds Media segment. Overall, Axel Springer generated 73.8% of revenue in the digital segment in the first quarter of 2019,

1.6.2 Development of the Company's adjusted EBITDA in the 2018 fiscal year as well as in the first quarter of 2019

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Adjusted EBITDA 2019 2018 2017 +/- in EUR millions Q 1 in % Classifieds Media 113.2 487.2 413.2 +17.9 News Media 46.7 228.2 218.8 +4.3 Marketing Media 25.2 89.6 95.6 -6.3 Services/Holding -18.2 -67.0 -81.7 – Axel Springer Group 167.0 737.9 645.8 +14.3 Overview II.1.6/2: Adjusted EBITDA 2017, 2018 and Q1 2019

In the 2018 fiscal year, the adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) was EUR 737.9 million and therefore up by 14.3%, compared with the prior year (EUR 645.8 million). The EBITDA margin increased from 21.1% to 23.2%. The increase in revenue was primarily attributable to the operational improvement in the Classifieds Media segment. In addition, the application of the new IFRS 16 accounting standard, which has been in force for the first time since January 2018, also had a positive effect. Organically, i.e. adjusted for consolidation and currency effects, as well as the effects of IFRS 16, the adjusted EBITDA increased by 8.5%. Overall, Axel Springer generated 84.3% of EBITDA with digital activities in the fiscal year 2018.

In the period from January to March 2019, the adjusted EBITDA was EUR 167.0 million and therefore down by 2.5%, compared with the prior year (EUR 171.2 million). The EBITDA margin fell slightly from 22.1% to 21.6%. The earnings development in the first quarter of 2019 is partly due to consolidation effects, which should weaken significantly as the year progresses. In addition to the sale of aufeminin in the prior year, besides other transactions, the start-up losses from Axel Springer's investment in Purplebricks and Homeday, which were consolidated for the first time in comparison to the prior year, contributed to this. Organically, i.e. adjusted for consolidation and currency effects, the adjusted EBITDA increased by 4.1%. Overall, Axel Springer generated 86.6% of the adjusted EBITDA with digital activities in the first quarter of 2019.

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1.6.3 Development of the Company's adjusted EBIT in the 2018 fiscal year as well as in the first quarter of 2019

Adjusted EBIT 2019 2018 2017 +/- in EUR millions Q 1 in % Classifieds Media 91.0 406.7 361.0 +12.7 News Media 30.0 158.2 182.9 -13.6 Marketing Media 19.2 66.0 77.4 -14.7 Services/Holding -26.9 -103.0 -117.4 - Axel Springer Group 113.4 527.9 504.0 +4.7

Overview II.1.6/3: Adjusted EBIT 2017, 2018 and Q1 2019

Compared with the prior year, adjusted EBIT (earnings before interest and taxes) increased by 4.7% to EUR 527.9 million (previous year: EUR 504.0 million). The lower increase compared to adjusted EBITDA resulted, in particular, from the higher scheduled depreciation, amortization and impairments due to the introduction of the new IFRS 16 accounting standards. Organically, i.e. adjusted for consolidation and currency effects, EBIT increased by 6.4%. The EBIT margin at 16.6% was at the same level as in the prior year (16.5%).

In the period from January 2019 to March 2019, due to increased scheduled depreciation, adjusted EBIT fell compared to the prior year by 6.9% to EUR 113.4 million (previous year: EUR 121.8 million). Consolidation effects in particular, and to a smaller extent currency effects, also had an impact. Organically, i.e. adjusted for consolidation and currency effects, the adjusted EBIT was 2.5% above the prior-year figure. The EBIT margin of 14.7% was below the level of the prior year (15.8%).

1.6.4 Development of the Company's earnings per share in the 2018 fiscal year as well as in the first quarter of 2019

In the 2018 fiscal year, the adjusted net income of the Group increased by 2.5% to EUR 335.7 million (previous year: EUR 327.5 million). As a result of a decline in minority interests, adjusted earnings per share increased by 5.1%; organically, adjusted earnings per share were 8.3% higher than in the prior year.

In the period from January 2019 to March 2019, the adjusted net income of the Group declined by 7.2% to EUR 75.1 million (previous year: EUR 80.9 million). Due to increased minority interests, adjusted earnings per share decreased by 9.5%. In organic terms, adjusted earnings per share were 1.7% above the prior-year figure.

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1.6.5 Outlook

By publishing its ad hoc announcement on 12 June 2019 announcing a voluntary takeover offer by KKR, Axel Springer also communicated the decision of the Executive Board to continue to pursue, against the background of the announced takeover offer, the investments planned for the 2019 fiscal year for the purpose of implementing its growth strategy despite the fact that, based on the economic situation in general, the trend in earnings was apparently weaker than expected, above all, in the Job Classifieds segment. As a result hereof and in view of the digital tax that had in the meantime been introduced in France, the sales and earnings development expected for 2019 is partly to be adjusted. In the Quarterly Statement as of 31 March 2019, Axel Springer had already partly amended its forecast for the current fiscal year based on the sale of the 51% majority stake in the @Leisure Group that has been closed in the meantime. The further adjustment of the forecast that was announced already in the announcement of the transaction results in the following changes at Group level and in the Classifieds Media segment:

Axel Springer expects Group revenues for the 2019 fiscal year to show a decrease in the low single-digit percentage range, having previously expected revenues to be on the prior-year level. Organically, the Company expects an increase in the low single-digit percentage range as opposed to the previously forecasted growth in the low to mid single-digit percentage range.

For the adjusted EBITDA, the Company now forecasts a decline in the low to mid single-digit percentage range having previously expected the margin to be on the prior-year level. The amended forecast assumes organic growth to remain on the prior-year level, having previously expected it to show an increase in the low to mid single-digit percentage range.

Based on the new forecast, the adjusted EBIT is expected to show a decline in the high single-digit percentage range while, previously, a decrease in the low to mid single-digit percentage range had been assumed. Organically, Axel Springer forecasts a decrease in the low single-digit percentage range, whereas a growth in the low single-digit percentage range had been assumed previously.

The Company expects adjusted earnings per share to show a decrease in the high single-digit to low double-digit percentage range; previously, a decrease in the low single-digit percentage range had been forecasted. Organically, the forecast assumes a decrease in the low to mid single-digit percentage range having previously expected an increase in the single-digit percentage range.

In the Classifieds Media segment, the Company expects to see revenues at the prior-year level or even an increase in the low single-digit percentage range, after having previously forecasted a mid single-digit percentage growth in revenues. In parallel, Axel Springer has corrected the expected organic development of the revenues to a growth in the mid to high single-digit percentage range;

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previously, an increase in the high single-digit to low double-digit percentage range had been forecasted. For the adjusted EBITDA, a decrease in the mid single-digit percentage range is expected while the value had previously been assumed to remain on the level of the previous year. Organically, Axel Springer has reduced its forecast of the previously expected increase in the mid single-digit percentage range to a value at prior-year level. As far as the adjusted EBIT is concerned, a decrease in the high single-digit to low double-digit percentage range is now expected after having previously forecasted a decrease in the low single-digit percentage range. The new forecast for organic change of the adjusted EBIT now assumes a decline in the mid single-digit percentage range in contrast to the previously expected an increase in the low to mid single-digit percentage range.

The forecasts for the News Media, Marketing Media and Services/Holding segments continue unaffected by the forecast amendments and may be inspected in the 2018 annual report on pages 65 et seq; the annual report is published on the internet at

https://www.axelspringer.com/en/publications/financial-publications.

All other reports and statements of the Company are also available under this internet address (URL); for further information on the Company and the business development of Axel Springer, reference is made to these reports and statements.

1.7 Axel Springer's strategy

Axel Springer is a media and technology enterprise. Axel Springer pursues the goal of becoming a global market leader in digital journalism and digital classifieds via accelerated growth in sales and investments. For this purpose, in December 2018, the Executive Board resolved on increased investment in these areas and presented this strategy at the investors and analysts event Capital Markets Day on 12 December 2018 in London.

In the Classifieds Media segment, Axel Springer intends to further expand its position as a leading international provider of digital classified portals. The activities are to focus on the Jobs segment in the StepStone Group and the Real Estate (and Cars) segment in the Aviv Group. Key companies in the Aviv Group are SeLoger, Yad2, Immowelt, Immoweb and CarBoat Media.

In addition to organic development, further acquisitions are intended to contribute to growth, depending on acquisition opportunities. Organic growth, additional acquisitions and synergies are to be strengthened or leveraged in these two areas. Expansion is to be implemented both regionally and via a deepening of the value chain.

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In addition, early-stage activities were launched in the Classifieds Media segment and selected minority interests were acquired in order to identify innovative business models and providers at an early stage.

In the News Media segment, Axel Springer intends to exploit the potential of the strong national brands BILD and WELT in digital and print, as well as the potential of international brands such as Business Insider. At the beginning of 2018, Axel Springer rebuilt the previously brand-based organization of the News Media National product portfolio and organized the publishing area across print and digital brands. The editors continue to work together brand-linked and cross- medially. In this way, the very different requirements in the publishing area of the print and the digital business shall be taken into account. The print area is about limiting the circulation decline and aligning Axel Springer's products even more consistently with the readers in order to consolidate the strong position of the titles. The digital sector, on the other hand, requires greater cross-brand investment in technological innovations in the future. With the digital brand subscriptions BILDplus and WELTplus, the basis of paying readers on the internet is established and expanded. Another focus is the expansion of the video content in the digital offers.

Taking into account the overarching strategic priorities of Axel Springer, the strategy in the Marketing Media segment aims at generating sustainable growth in reach marketing and performance marketing alike. In reach marketing, the strategy focuses on financial and consumer information portals. Hereby, it is important to increase the reach and use of offers, increase advertising utilization and develop new advertising, pricing and business models. In performance marketing, the focus is on the closer integration of the activities bundled in the Awin Group, primarily through the standardization of the technical platform and the expansion of services and the publisher network. For the Marketing Media segment, alternative options for action that entail the possible separation of individual parts or the integration thereof into the News Media segment, are to be considered in the medium to long-term perspective.

2. Bidder

The following information has been published by the Bidder in the Offer Document, unless another source is stated. The Bidder is responsible for the information in the Offer Document.

2.1 Bidder's legal bases

The Bidder, Traviata II S.à r.l., is a limited liability company under Luxembourg law (société à responsabilité limitée) with its seat in Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg commercial and companies register (Registre de Commerce et des Sociétés) under B235039. The Bidder's current business address is: 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg. The Bidder's share capital amounts to EUR 12,000.00, which is

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divided into 1,200,000 shares with a nominal value of EUR 0.01 each. The Bidder was established on 31 May 2019 in Luxembourg.

The Bidder's corporate object comprises, inter alia, the acquisition, sale, holding and administration of participations in other companies.

The managing directors (Geschäftsführer) of the Bidder are Wolfgang Zettel, Kristian Jensen, Franziska Kayser and Christian Ollig.

The Bidder is the sole shareholder of Traviata B.V., a limited liability company under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with its seat in Amsterdam, the Netherlands, registered with the Dutch commercial register (kamer van koophandel) under no. 74999869. Traviata B.V. was established on 4 June 2019. In the course of the settlement of the Offer, the tendered Axel Springer Shares shall be directly transferred to Traviata B.V. The Bidder and Traviata B.V. have entered into a settlement agreement to this effect on 11 June 2019. Apart from these shares, the Bidder currently holds no further shares in other undertakings.

2.2 Bidder's shareholder structure

According to the Offer Document, the Bidder's shareholder structure is as follows:

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

KKR Management LLC

KKR & Co. Inc.

KKR Group Holdings Corp.

KKR Fund Holdings GP Limited GP GP KKR Fund Holdings L.P.

KKR Europe V Holdings Limited

KKR Europe V S.à r.l. GP VP KKR Associates KKR SPLimited Europe V SCSp GP

KKR European Fund V (USD)SCSp Interest that confers control KKR Traviata AggregatorGP LLC

GP KKR Traviata Aggregator L. P.

Traviata I S.à r.l.

GP General Partner Traviata II S.à r.l. VP Voting Partner

Traviata B.V.

Overview II.2.2: Bidder's shareholder structure

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For further information on the chain of control and on companies with direct or indirect holdings in the Bidder ("Bidder Parent Companies"), reference is made to Section 6.2 of the Offer Document. According to the information in the Offer Document, the top two companies in the chain of control are KKR Management LLC and KKR & Co. Inc. controlled by the former (together with their affiliated companies, "KKR"). According to the Offer Document, the shareholders of KKR Management LLC are a number of individuals none of whom controls KKR Management LLC. KKR & Co. Inc. is listed on the New York Stock Exchange (NYSE: KKR).

According to the information in the Offer Document, KKR is a leading global investor today with assets of USD 199.5 billion under management (as of 31 March 2019); KKR invests across various alternative asset classes in companies of different industries, pursuing the objective of promoting their growth and increasing their value. In this regard, KKR supports and advises its portfolio companies in strategic and operational terms. KKR possesses comprehensive experience in developing global market leaders in the media and technology sectors, including Bertelsmann/BMG, ProSiebenSat1, SBS Broadcasting, Nielsen, Trainline, Visma, Scout 24 Schweiz, GfK, GetYourGuide, Sonos, GoDaddy and Tele München Gruppe Universum.

3. The participation of the Bidder and of persons acting jointly with the Bidder in Axel Springer, information about securities transactions

3.1 Persons acting jointly with the Bidder

For information regarding the persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG, reference is made to Section 6.4 in conjunction with annex 2 of the Offer Document.

3.2 The participation of the Bidder and of persons acting jointly with the Bidder in Axel Springer

For information regarding Axel Springer Shares held at the time of the publication of the Offer Document by persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG or by their subsidiaries, or regarding the respective voting rights in Axel Springer Shares, as well as regarding the attribution of voting rights from Axel Springer Shares pursuant to Sec. 30 WpÜG, reference is made to Section 6.5 of the Offer Document.

3.3 Information about securities transactions

According to the information provided by the Bidder in Section 6.6 of the Offer Document, during the six-month period prior to 12 June 2019 (the date of publication of the Bidder's decision to launch the Offer pursuant to Sec. 10 (1) sentence 1 WpüG) and until 5 July 2019 (the date of the publication of this Offer Document), the Bidder has not acquired any Axel Springer Shares and has

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not entered into any agreements for the acquisition of Axel Springer Shares. Further, the Bidder states that neither the persons acting jointly with the Bidder pursuant to Sec. 2 (5) WpÜG nor their subsidiaries have acquired any Axel Springer Shares during this period.

4. Possible parallel acquisitions

In Section 6.7 of the Offer Document, the Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire additional Axel Springer Shares outside the Offer on or off the stock exchange. The Bidder states that any such acquisitions or arrangements to acquire Axel Springer Shares will be made outside the USA and in compliance with applicable laws.

III. INFORMATION ABOUT THE OFFER

The following section summarizes certain selected information regarding the Offer that has been taken exclusively from the Offer Document or from publications made by the Bidder:

1. Execution of the Offer

In accordance with Sec. 29 (1) WpÜG, the Offer is carried out by the Bidder in the form of a voluntary public takeover offer (cash offer) for the acquisition of all Axel Springer Shares. The Offer is made as a takeover offer under German law, in particular in accordance with the WpÜG and the Ordinance relating to the contents of the offer document, the consideration payable in the case of takeover bids and mandatory offers and exemption from the obligation to publish and to make an offer (WpÜG-Angebotsverordnung) ("WpÜG Offer Regulation") and certain applicable securities law provisions of the USA. The Executive Board and the Supervisory Board will not be responsible that the legal regulations and provisions applicable to the completion of the Offer are complied with and have therefore not carried out an independent evaluation of whether this is the case.

2. Publication of the decision to make the Offer

The Bidder published its decision to make the Offer pursuant to Sec. 10 (1) sentence 1 WpÜG on 12 June 2019 on the internet at www.traviata-angebot.de.

3. Review by BaFin and publication of the Offer Document

The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungs- aufsicht, "BaFin") has reviewed the Offer Document in accordance with German law and in the German language and, according to the information provided by the Bidder, permitted its publication on 4 July 2019. The Bidder states in the Offer Document that no registrations, approvals or authorizations of the Offer Document and/or the Offer outside the Federal Republic of

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Germany have been applied for or granted.

The Offer Document was published by the Bidder on 5 July 2019 (i) on the internet at www.traviata-angebot.de as well as (ii) by way of keeping available copies of the Offer Document at UniCredit Bank AG, MFM1EG, Arabellastraße 14, 81925 Munich, Germany (order by telefax to +49 (0)89 378-44081 or by email to [email protected], indicating a postal address for mailing) for distribution free of charge in Germany. The announcement regarding (i) the internet address at which the Offer Document will be published, and (ii) the agent making available the Offer Document for distribution free of charge was published in the German Federal Gazette on 5 July 2019. Furthermore, a non-binding English translation of the Offer Document, which has neither been reviewed nor approved by BaFin, was made available at the aforementioned internet address. According to the information provided by the Bidder, in Canada, the Bidder published a notice on the availability of the Offer Document in English in The Globe and Mail and in French in the Le Journal de Montréal.

4. Acceptance of the Offer outside the Federal Republic of Germany

The Bidder explains in the Offer Document that the acceptance of the Offer outside the Federal Republic of Germany, the other Member States of the European Union and the European Economic Area as well as the USA and Canada may be subject to certain legal restrictions. Axel Springer Shareholders who come into possession of this Offer Document outside the Federal Republic of Germany, the other Member States of the European Union and the European Economic Area or the USA and Canada, who wish to accept the Offer outside the Federal Republic of Germany, the other Member States of the European Union and the European Economic Area or the USA and Canada and/or who are subject to statutory provisions other than those of the Federal Republic of Germany, of the other Member States of the European Union and the European Economic Area or of the USA and of Canada are advised by the Bidder to inform themselves of the relevant applicable statutory provisions and to comply with them. According to the information provided by the Bidder, the Bidder does not guarantee that the acceptance of the Offer outside the Federal Republic of Germany, the other Member States of the European Union and the European Economic Area as well as the USA and Canada is permissible. Similarly, neither Axel Springer nor the Executive Board or the Supervisory Board give any such guarantee.

5. Background of the Offer and involvement of the Executive Board and the Supervisory Board

Axel Springer's Executive Board believes that it is difficult to reconcile the consistent implementation of the corporate strategy aiming at increasing the enterprise value in the long-term as well as the investment policy of Axel Springer with the short-term return expectations of the capital market. Against this background, Axel Springer's Executive Board has reviewed several strategic options. It believes that developing and implementing the long-term growth strategy

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presented in December 2018 offers a special opportunity provided that this strategy is supported by a new long-term investor together with Dr. h.c. Friede Springer and the major shareholder ASGP held by her. This will make it easier for the Company to adopt investment decisions with long-term objectives. The Company's Supervisory Board shares this view.

Therefore, the Executive Board considered options for an investment by a long-term investor and has met with potential long-term investors to present its corporate plans to them.

Axel Springer's Executive Board discussed and negotiated indicative proposals for a transaction with potential investors in a diligently conducted process. It became clear in the course of this process that a transaction with KKR as a financially strong investor is in the interest of the Company from the Executive Board's and the Supervisory Board's point of view and reasonable and attractive from the point of view of the Axel Springer Shareholders, the employees and other stakeholders. In particular, a transaction with KKR would allow Axel Springer Shareholders to sell their shares at an attractive price.

In the period from early March 2019 to early June 2019, KKR and the Bidder, with the assistance of their respective advisers, carried out a due diligence with respect to Axel Springer. In parallel, the Company reviewed the feasibility of a potential investment and negotiated the transaction structure with KKR. In further meetings, a possible transaction with KKR was discussed with Dr. h.c. Friede Springer and her advisers and the details of a transaction were negotiated and their feasibility further scrutinized.

When speculations regarding a possible transaction between Axel Springer and KKR became known to Axel Springer on 29 May 2019, Axel Springer communicated in accordance with the applicable legal requirements for capital market communication in an ad hoc announcement of the same day that the Executive Board was in negotiations regarding a potential strategic investment by KKR in Axel Springer. After the speculations had arisen and the ad hoc announcement had been issued by Axel Springer as aforesaid, the stock exchange price of the Axel Springer Shares increased from EUR 45.10 (XETRA closing price of 29 May 2019 – source: Bloomberg) to EUR 54.00 (XETRA opening price of 30 May 2019 – source: Bloomberg).

In the negotiations with KKR, an agreement could be reached in particular with regards to the support of the long-term growth strategy of the Executive Board of Axel Springer. The current strategy of the Executive Board, which provides for investing in further growth projects for long- term value generation, was developed further in cooperation with KKR. This concerns especially the Classifieds segment and News Media segment. The enhancement of the strategy is thus focused on strategic and operative initiatives to strengthen the innovation abilities and productivity of Axel Springer in the long run. Another objective in this context is to accelerate the implementation of

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any growth measures. It has also been agreed with KKR that Axel Springer will continue to be a leading voice to promote independent journalism across all media channels, on both national and international level, in the future.

On 12 June 2019, in the negotiations on a strategic investment of KKR by way of a takeover offer, an agreement was reached on the Offer Price of EUR 63.00 for each Axel Springer Share. In the opinion of the Executive Board and the Supervisory Board, the Offer Price allows Axel Springer Shareholders the opportunity to secure immediately and upfront a significant share of the long-term value creation sought by Axel Springer and KKR, without having to bear the execution risk and the related temporary effects on the earnings position of the Company (as regards the fairness of the Offer consideration, cf. Section IV.3 of the Statement).

On this basis, the Executive Board and the Supervisory Board consented to conclude the Investor Agreement (as defined and described hereinafter in Section III.5.1 of the Statement). The Investor Agreement stipulates the material terms of an investment by KKR by way of the Offer and provides the framework for the future cooperation. Immediately after conclusion of the Investor Agreement, KKR communicated its decision to launch a voluntary public takeover offer for the acquisition of the Axel Springer Shares. The conclusion of the Investor Agreement and KKR's decision to launch a takeover offer was announced by Axel Springer in the ad hoc announcement of 12 June 2019.

According to Axel Springer's knowledge, also on 12 June 2019, the Bidder and Traviata B.V. entered into a Shareholders' Agreement (as defined and described hereinafter in Section III.5.2 of the Statement) with Dr. h.c. Friede Springer and Dr. Mathias Döpfner (the two latter individuals collectively the "Existing Shareholders"). The Shareholders' Agreement provides, inter alia, that a consortium is to be established, subject to the consummation of the Offer, to jointly develop the business further.

To prepare the Statement on the Offer to be issued under Sec. 27 WpÜG, the Supervisory Board established a special committee on 12 June 2019, the members of which are Ralph Büchi, Iris Knobloch, Ulrich Plett and Prof. Dr.-Ing. Wolfgang Reitzle.

To the extent that conflicts of interest could not be ruled out, Dr. Döpfner and Dr. h.c. Springer refrained from participating in their relevant function at Axel Springer in any debates and deliberations of the Executive Board or the Supervisory Board relating to the transaction for the entire process (cf., in this regard, also Section VIII of the Statement). Dr. Julian Deutz as CFO led the negotiations on behalf of the Executive Board. The Executive Board and the Supervisory Board were assisted in the process by their respective financial and legal advisers.

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5.1 Investor Agreement

On 12 June 2019, the Company, the Bidder and Traviata B.V. (the two latter companies collectively the "Investor"), the companies controlled by Dr. h.c. Friede Springer, i.e. ASGP and Friede Springer GmbH & Co. KG ("FSKG"), as well as the company controlled by Dr. Mathias Döpfner, i.e. Epiktet GmbH & Co. KG (ASGP, FSKG and Epiktet GmbH & Co. KG collectively the "Existing Shareholders' Companies") signed an investor agreement (the "Investor Agreement") which stipulates material terms of the Offer, including and in particular the mutual understanding of the terms of the Offer and its implementation, and provides the framework for the future cooperation between the Company, the Investor and the Existing Shareholders' Companies. Executive Board and Supervisory Board each had consented previously to the conclusion of the Investor Agreement in an extraordinary meeting on 12 June 2019.

In the following, certain terms of the Investor Agreement that are material from the point of view of the Executive Board and the Supervisory Board will be summarized. As regards the material objectives and intentions of the Investors under the Investor Agreement, cf. Section III.5.1 of the Statement.

5.1.1 Guiding principles

The parties to the Investor Agreement agreed as guiding principles of the Investor Agreement that the Executive Board and the Supervisory Board welcome the Offer and will generally support it, but that this will not affect the statutory duties of the Executive Board and the Supervisory Board, that no influence will be exerted on the editorial content of the journalist business of Axel Springer and that its editorial independence is to be ensured and that any concerted action of the Bidder and the Existing Shareholders' Companies within the meaning of Sec. 30 (2) WpÜG will only be taken with respect to the Company subject to the consummation of the Offer. It is further clarified that Axel Springer is not a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG.

5.1.2 Agreement on the material terms of the Offer

In the Investor Agreement, the parties agreed on the material terms of the Offer made by the Bidder, in particular on the Offer Price of EUR 63.00 for each Axel Springer Share, and conclusively determined the Offer Conditions.

The Minimum Acceptance Threshold set out in Section 12.1.1 of the Offer Document was agreed between the Investor and the Existing Shareholders' Companies based on the corporate governance pursued. The Bidder may lower this threshold only with the consent of the Existing Shareholders' Companies; the same applies to any waiver thereof. The Bidder may only waive the satisfaction of

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regulatory requirements to which the Offer is subject (merger control clearances; foreign investment clearances; media concentration clearances) to the extent that such a waiver is permissible under applicable law and does not adversely affect Axel Springer.

5.1.3 Support of the Offer

The parties entered into the Investor Agreement based on the expectation that the Executive Board and the Supervisory Board would confirm, after having reviewed the Offer Document and subject to their statutory duties, that (i) in their opinion, the takeover offer is in the best interest of the Company, (ii) the consideration is fair and that (iii) they support the Offer and recommend to accept it ("Positive Recommendation").

The support of the Offer and a Positive Recommendation are subject to certain conditions. These conditions include especially that the Offer is in line with the Investor Agreement and has been approved by BaFin and that the financing of the takeover offer has been confirmed by an independent investment services provider pursuant to Sec. 13 (1) WpÜG (in this regard, cf. Section III.8 of the Statement). The Investor has obtained a binding commitment from the bank commissioned by the Investor to provide the financing. The financing confirmation pursuant to Sec. 13 (1) WpÜG is included in the Offer Document as annex 4.

The Investor Agreement further governs the dealing with any competing transaction, in particular, a competing takeover offer. In the event of a competing transaction, the Executive Board will review a corresponding offer. If the Executive Board, in its due assessment, considers a competing transaction offer to be a better offer with a view to the corporate interests of Axel Springer, the Bidder is allowed to improve its Offer. If the more favorable transaction includes an offer that is subject to the WpÜG, acceptance of a better competing transaction by the Executive Board is subject to the condition that a BaFin-approved offer document has already been published for that offer. If the Bidder does not improve its Offer, the Executive Board and the Supervisory Board are free to withdraw their support for the Bidder's Offer.

5.1.4 Governance of Axel Springer after consummation of the Offer

As regards corporate governance, the parties agree that Axel Springer will continue to operate as a two-tier European stock corporation (Societas Europaea) with an executive board and a supervisory board. The Supervisory Board of Axel Springer is to continue to exist with nine members; the chairman of the Supervisory Board is Ralph Büchi and he will remain in office for the duration of his current term. In the event of a tie, the Supervisory Board chair shall have a casting vote. The Investor intends to be appropriately represented in the Supervisory Board after consummation of the Offer; depending on the amount of its investment, however, such representation will be limited to a maximum of four members. The list of measures and

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transactions of the Executive Board for which the consent of the Supervisory Board is required is to be extended as is customary for such a type of transaction. It is not intended to make any structural changes to Axel Springer that could trigger the obligation to engage in new negotiations on employee participation rights within the meaning of Sec. 18 (3) of the German Act on Employee Participation in an SE (Gesetz über die Beteiligung der Arbeitnehmer in einer Europäischen Gesellschaft, "SEBG") and that, additionally, might jeopardize the special protection granted to Axel Springer as a media company ("tendency" protection (Tendenzschutz) within the meaning of the German Codetermination act). Moreover, the current members of the Executive Board are to remain in office. The material intentions of the Bidder and of Traviata B.V. as regards the corporate governance of Axel Springer after consummation of the Offer are summarized in Section III.5.1.4 of the Statement.

5.1.5 No structural measures

In the Investor Agreement, the Bidder, Traviata B.V. and the Existing Shareholders' Companies clarified that, at the time of conclusion of the Investor Agreement, they had no intentions with regards to any structural measures to be considered after consummation of the offer (e.g. conclusion of a domination and profit transfer agreement with Axel Springer, delisting, squeeze-out or general changes in the capital structure).

After the conclusion of the Investor Agreement, the Investor informed the Existing Shareholders and the Existing Shareholders' Companies as well as the Executive Board of Axel Springer that, after further discussions with the shareholders of the Company, it has come to believe that it is reasonable to seek a Delisting of Axel Springer subject to the consummation of the Offer (cf., in this regard, Section V.2.4 of the Statement). The Investor further communicated that it does not intend to implement any other structural measures (cf., Section 9.5 of the Offer Document).

5.1.6 Further rules for future cooperation

Pursuant to the provisions of the Investor Agreement, the Investor and the Existing Shareholders' Companies will, subject to the consummation of the Offer, pursue a uniform voting policy, which means that they will exercise their rights and their influence (control) with respect to the Company in a joint and coordinated manner. Furthermore, the parties to the Investor Agreement agreed that, after consummation of the Offer, the Investor's communication with Axel Springer will be effected via permanent contact persons.

The Investor and the Existing Shareholders' Companies have undertaken, subject to the consummation of the takeover offer, to support the growth of, as well as investments in, the business of the Axel Springer Group, and to further develop the business. The Investor Agreement does not, however, establish an obligation to provide additional equity capital or debt financing.

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The Investor Agreement also includes customary non-competition clauses for the investor and the Existing Shareholders' Companies.

In accordance with the guiding principle established in the Investor Agreement that Axel Springer will continue to be a leading voice to promote independent journalism across all media channels in the future, the parties stipulated inter alia that the business operations of the WELT Group (including the daily and Sunday newspapers of the WELT, the WELT digital offer and the TV news channel WELT) will be continued in the due discretion of the Executive Board.

5.1.7 Consent to the acquisition of Axel Springer Shares

The Investor Agreement further stipulates that the Company provides its consent required for acquiring Axel Springer Shares in connection with the restrictions on transferability (pursuant to § 5 (3) of the Articles of Association of the Company) as follows:

• In order to support the transaction in the corporate interest, Axel Springer has granted its consent to the Investor to make parallel acquisitions (in this regard, cf. Section II.4 of the Statement) of Axel Springer Shares during the period from the date of the publication of the intention to make a takeover offer (Sec. 10 WpÜG) until the date of the publication of this Statement.

• Axel Springer will consent to the acquisition of Axel Springer Shares that are tendered for sale as well as to additional parallel acquisitions during the period until consummation of the Offer, subject to the following conditions: (i) the Executive Board and the Supervisory Board of the Company have issued a Positive Recommendation and (ii) the support of the takeover offer by the Executive Board and the Supervisory Board of the Company has not been revoked on or before the expiration of the Acceptance Period. After the expiration of the Acceptance Period, any revocation of the consent will be excluded.

In all other respects, the Executive Board and the Supervisory Board will continue their current practice of consenting to the transfer of shares (see, in this regard, Section II.1.3. of this Statement) taking into account their support of the announced Offer.

5.1.8 Lock-Up Period for Axel Springer Shares

It is the common understanding of the parties to the Investor Agreement that, subject to the consummation of the Offer, the Investor and the Existing Shareholders' Companies will refrain from directly or indirectly selling any Axel Springer Shares for a period of, in principle, five years after the consummation of the Offer.

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5.1.9 Term

The term of the Investor Agreement is, in general, linked to the term of the Shareholders' Agreement (in this regard, cf. section III.5.2 of the Statement immediately below). Accordingly, the Investor Agreement will end as and when the Shareholders' Agreement is terminated. In addition, there are exceptional rights of termination that apply in certain circumstances, for example, in the event of a breach of material provisions of the Investor Agreement. Moreover, some of the provisions of the Investor Agreement will cease to apply when the joint controlling influence (Sec. 17 (1) AktG) of the Investor and the Existing Shareholders' Companies over Axel Springer no longer exists. This does not include the provision pursuant to which the Investor may nominate a Supervisory Board member as long as the Investor holds at least 5% of the share capital. Pursuant to the Investor Agreement, for a joint control it is sufficient if the Investor holds a share corresponding to at least 20% of the share capital of Axel Springer and if, at the same time, the Investor together with Dr. h.c. Friede Springer, Dr. Matthias Döpfner and/or the Existing Shareholders' Companies holds a share corresponding to at least 40% of the share capital of Axel Springer.

5.2 Shareholders' Agreement

On 12 June 2019, the Investor, Dr. h.c. Friede Springer and Dr. Mathias Döpfner entered into a shareholders' agreement ("Shareholders' Agreement"). In this agreement, the parties agreed in particular on establishing a consortium subject to the consummation of the Offer to jointly develop the business further, as well as on the future framework of a joint investment in and a joint controlling influence over Axel Springer by the Investor as well as by Dr. h.c. Friede Springer and Dr. Mathias Döpfner (including the Existing Shareholders' Companies). The Existing Shareholders entered into the obligations under the Shareholders' Agreement partly for themselves and partly in some areas on behalf of the Existing Shareholders' Companies. According to the parties to the Shareholders' Agreement currently in place, a more comprehensive shareholders' agreement is to follow at a later time.

The Shareholders' Agreement provides that, as of the date of consummation of the Offer, the investments in the Company of the Existing Shareholders as well as those of the Existing Shareholders' Companies will be as follows:

• Dr. h.c. Friede Springer: approximately 1.0%

• ASGP: approximately 37.5%

• FSKG: approximately 4.1%

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• Dr. Mathias Döpfner: approximately 0.12%

• Epiktet GmbH & Co. KG: approximately 1.83%

• Brilliant: approximately 0.86%

The Company is not a party to the Shareholders' Agreement. This notwithstanding, both the Executive Board and the Supervisory Board are informed of the content of the Shareholders' Agreement and the information contained therein has been taken into consideration in their resolutions on entering into the Investor Agreement.

5.2.1 Agreement on the material terms of the Offer

In the Shareholders' Agreement, the parties agreed on the material terms of the Offer to be made by the Bidder (as regards the relevant provisions in the Investor Agreement, cf. Section III.5.1.2 of the Statement).

5.2.2 No sale of shares by the Existing Shareholders and the Existing Shareholders' Companies

In the Shareholders' Agreement, the Existing Shareholders agreed, subject to any third party rights existing at the time of conclusion of the Shareholders' Agreement, to refrain from tendering into the Offer any Axel Springer Shares directly or indirectly held by them (as regards the conclusion of corresponding non-tender agreements, cf. Section III.8 of the Statement).

5.2.3 Obligations of the Existing Shareholders regarding the completion of the transaction

Subject to any third party rights existing at the date of the Shareholders' Agreement, the Existing Shareholders have assumed the obligation, until the consummation of the Offer, to refrain from otherwise disposing of the Axel Springer Shares (directly or indirectly) held by them and from entering into any binding contractual arrangements with a third party that might conflict with the Shareholders' Agreement or jeopardize the implementation of the transaction with the Investor.

5.2.4 Structural measures after the consummation of the Offer

As regards any structural measures of the Company to be taken after the consummation of the Offer, the parties to the Shareholders' Agreement have agreed on provisions and have expressed intentions that are consistent with those contained in the Investor Agreement (in this regard, cf. Section III.5.1.5 of the Statement).

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5.2.5 Joint control over the Company as of the consummation of the Offer

The Investor and the Existing Shareholders' Companies have undertaken, subject to the condition precedent of consummation of the Offer, to coordinate their actions with respect to the Company and its corporate strategy, including the coordination of the exercise of the voting rights attached to the Axel Springer Shares then held by them. a) Consistent voting policy; shareholder committee

The Shareholders' Agreement provides that the Existing Shareholders' Companies and the Investor pursue a consistent voting policy. In this context, the parties agreed on establishing a six-member shareholder committee as the highest joint decision-making body where their actions with respect to Axel Springer will be jointly coordinated. The allocation of the seats on the shareholder committee will depend on the amount of the investment made by the Investor in Axel Springer. The Investor may nominate a maximum of three members; all other members will be nominated by the Existing Shareholders' Companies. The chairman of the shareholder committee will be nominated by Dr. h.c. Friede Springer and will have a casting vote in the event of a tie. The shareholder committee will generally adopt its decisions by majority vote (taking into account the chairman's casting vote). This does not apply to certain reserved matters that are subject to the consent of the Existing Shareholders' Companies and of the Investor, provided that the Investor's investment in Axel Springer amounts to at least 20%. This provision ensures that no decisions are made at shareholder level without the consent of Dr. h.c. Friede Springer. At the same time, KKR has a veto right in certain reserved matters.

The coordinated voting policy pursued by the Investor and the Existing Shareholders' Companies with respect to Axel Springer will also apply to Axel Springer Shares that were acquired outside of the Offer subject to the consummation of the Offer. b) Executive Board, Supervisory Board In the Shareholders' Agreement, the parties thereto agreed, subject to the condition precedent of consummation of the Offer, to seek to achieve a majority of voting rights in the election of Supervisory Board members in the future, with the relevant provisions in the Shareholders' Agreement corresponding to those set out in the Investor Agreement (in this regard, cf. Section III.5.1.4 of the Statement). Moreover, the current Executive Board of Axel Springer is to remain in office. c) Maintaining editorial independence It is the common understanding of the parties to the Shareholders' Agreement that the editorial independence in the journalist activities of the Company is to be maintained.

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d) Continuation of the WELT Group

The WELT Group division is to be continued in the due discretion of the Executive Board of Axel Springer. This is subject to appropriate management of the annual earnings situation.

e) Lock-Up Period; Exit The Investor and the Existing Shareholders' Companies agreed in the Shareholders' Agreement that they will refrain from selling Axel Springer Shares for a period of, in principle, five years from the consummation of the Offer. f) Term of the announced Shareholders' Agreement The term of the comprehensive shareholders' agreement announced by the parties to the Shareholders' Agreement will be 12 years and will be renewed thereafter in each case by one year unless the agreement is terminated by the Existing Shareholders' Companies or the Investor with six months' notice. In addition, the agreement shall end if the Investor holds less than 20% of the Company's share capital.

5.2.6 Termination of the Shareholders' Agreement

The Shareholders' Agreement will automatically end if (i) the Offer is not consummated by 15 June 2020 or (ii) an Offer Condition not validly waived by the Bidder is definitely not fulfilled, except for the condition that the competent bodies of Axel Springer have granted and not withdrawn their consent to the shares being transferred in connection with the acceptance of the Offer pursuant to Section 12.1.6 of the Offer Document.

5.3 Statement on the Offer of the Bidder

After the publication of the Offer Document on 5 July 2019, the Executive Board and the Supervisory Board have thoroughly reviewed the Offer Document with the assistance of their financial and legal advisers. As regards the Supervisory Board, the committee established to assist the Supervisory Board has assisted in preparing the Statement. On 11 July 2019, concluding meetings of the Executive Board and the Supervisory Board were held in which the valuation and the Fairness Opinions prepared by the advising investment banks (in this regard, see Section IV.3.1 of the Statement) were explained in detail and discussed with financial and legal advisers. The Executive Board and the Supervisory Board agreed to recommend to the Axel Springer Shareholders to accept the Offer.

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6. State of control with respect to Axel Springer after consummation of the Offer

According to the information provided by the Bidder in the Offer Document, upon and subject to the consummation of the Offer, the following parties will exert control over Axel Springer:

a) Traviata B.V. based on o a direct participation in the amount of – based on the Minimum Acceptance Threshold under Section 12.1.1 of the Offer Document – at least 20% of the voting rights (which, at the time of publication of the Offer Document, corresponds to 21,579,063 Axel Springer Shares), and o the Shareholders' Agreement by attribution of the voting rights held directly and indirectly by the Existing Shareholders and the Existing Shareholders' Companies pursuant to Sec. 30 (2) WpÜG (at the time of consummation: 49,036,081 voting rights corresponding to approximately 45.45% of Axel Springer's share capital; i.e. together with the participation of at least 20% directly held by Traviata B.V., approximately 70,615,144 voting rights, corresponding to approximately 65.45% of Axel Springer's share capital (this participation is referred to as the "Assumed Consortium Participation")). b) The Bidder based on o the attribution of the participation directly held by Traviata B.V. pursuant to Sec. 30 (1) sentence 1 no. 1, sentence 3 WpÜG, and o the Shareholders' Agreement due to attribution of the voting rights held by Traviata B.V., the Existing Shareholders and the Existing Shareholders' Companies pursuant to Sec. 30 (2) WpÜG. c) The Bidder Parent Companies, in each case due to attribution of the participation of their subsidiaries (cf. annex 1 of the Offer Document) pursuant to Sec. 30 (1) sentence 1 no. 1, sentence 3 WpÜG and the Assumed Consortium Participation pursuant to Sec. 30 (2) WpÜG. d) Dr. h.c. Friede Springer under the Assumed Consortium Participation which is attributed to her in her capacity as a party to the Shareholders' Agreement as well as through her subsidiaries, i.e. Friede Springer Verwaltungs GmbH, FSKG, AS Publizistik GmbH and ASGP, in accordance with Sec. 30 (1) sentence 1 no. 1, sentence 3 WpÜG and Sec. 30 (2) WpÜG under the Shareholders' Agreement. e) AS Publizistik GmbH as general partner of ASGP to which the participation of its subsidiary ASGP is attributed in accordance with Sec. 30 (1) sentence 1 no 1, sentence 3

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WpÜG and to which the Assumed Consortium Participation is attributed in accordance with Sec. 30 (2) WpÜG. f) Friede Springer Verwaltungs GmbH as general partner of FSKG to which the participation of its subsidiary FSKG is attributed in accordance with Sec. 30 (1) sentence 1 no. 1, sentence 3 WpÜG, whereas the Assumed Consortium Participation is attributed to FSKG in accordance with Sec. 30 (2) WpÜG. g) Dr. Mathias Döpfner on account of his direct participation and the attribution of the participation held by Epiktet GmbH & Co. KG upon consummation of the Offer and by Brilliant as his subsidiaries in accordance with Sec. 30 (1) sentence 1 no. 1, sentence 3 WpÜG and by way of attribution of the Assumed Consortium Participation in accordance with Sec. 30 (2) WpÜG under the Shareholders' Agreement. h) Epiktet GmbH & Co. KG by way of attribution of the Assumed Consortium Participation in accordance with Sec. 30 (2) WpÜG upon consummation of the Offer under the Shareholders' Agreement. i) Epiktet Verwaltungs GmbH, the general partner of Epiktet GmbH & Co. KG, to which the Assumed Consortium Participation of its subsidiary Epiktet GmbH & Co. KG is attributed in accordance with Sec. 30 (1) sentence 1 no. 1, sentence 3 WpÜG and to which the Assumed Consortium Participation is attributed in accordance with Sec. 30 (2) WpÜG upon consummation of the Offer. (the persons and entities specified in d) to i) the "Other Controlling Parties"). According to the information provided by the Bidder in the Offer Document, upon and subject to the consummation of the Offer, Traviata B.V., the Bidder, the Bidder Parent Companies, Epiktet GmbH & Co. KG as well as Epiktet Verwaltungs GmbH will acquire control over Axel Springer in accordance with Sec. 29 (2) WpÜG. According to the information provided by the Bidder in the Offer Document, pursuant to Sec. 35 (3) WpÜG, the completion of this Offer will not result, however, in these companies and individuals being obliged to submit a mandatory offer for shares of Axel Springer.

7. Main details of the Offer

7.1 Offer Price

The Bidder offers the Axel Springer Shareholders to purchase their Axel Springer Shares at the Offer Price of EUR 63.00 per Axel Springer Share in accordance with the terms and conditions of the Offer Document.

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7.2 Acceptance Period, extension of the Acceptance Period and Additional Acceptance Period

The period for accepting the Offer started upon publication of the Offer Document on 5 July 2019 and will end on 2 August 2019, midnight (Frankfurt am Main, Germany, local time) / 6 p.m. (New York, USA, local time).

In the circumstances set out below, the Acceptance Period of the Offer will in each case be extended automatically as follows:

• The Bidder may amend the Offer up to one working day before expiration of the Acceptance Period in accordance with Sec. 21 WpÜG. In the event of an amendment to the Offer pursuant to Sec. 21 WpÜG within the last two weeks before expiration of the Acceptance Period, the Acceptance Period will be extended by two weeks (Sec. 21 (5) WpÜG) and, consequently, would be expected to end on 16 August 2019, midnight (Frankfurt am Main, Germany, local time) / 6 p.m. (New York, USA, local time). This also applies in the event that the amended Offer violates any applicable laws.

• If a competing offer is launched by a third party regarding the Axel Springer Shares during the Acceptance Period for the Offer (the "Competing Offer") and if the Acceptance Period for the present Offer expires prior to the expiration of the acceptance period for the Competing Offer, the expiration date of the Acceptance Period for the present Offer will correspond to the date on which the acceptance period of the Competing Offer expires (Sec. 22 (2) WpÜG). This also applies in the event that the Competing Offer is amended or prohibited or violates any applicable laws.

• If Axel Springer convenes an extraordinary shareholders' meeting in connection with the Offer following publication of the Offer Document, the Acceptance Period will be extended to ten weeks after publication of the Offer Document in accordance with Sec. 16 (3) WpÜG, i.e. until 13 September 2019, midnight (Frankfurt am Main, Germany, local time) / 6 p.m. (New York, USA, local time).

The period for accepting the Offer, including any extensions of this period resulting from the provisions of the WpÜG (but with the exception of the Additional Acceptance Period hereinafter defined), is consistently referred to as the "Acceptance Period" in this Statement.

Axel Springer Shareholders who have not accepted the Offer within the Acceptance Period may still accept the Offer within two weeks after publication of the result of the Offer by the Bidder pursuant to Sec. 23 (1) sentence 1 no. 2 WpÜG ("Additional Acceptance Period") provided none of the Offer Conditions set out in Section 12.1 of the Offer Document has definitely not been

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fulfilled by the end of the Acceptance Period and has not been previously validly waived by the Bidder. This means that the Offer can only be accepted during the Additional Acceptance Period if, in particular, the Minimum Acceptance Threshold has been reached by the end of the Acceptance Period or the Bidder has waived the fulfillment of this Offer Condition. As stated in the Offer Document, the Additional Acceptance Period is expected to commence on 8 August 2019 and to end on 21 August 2019, midnight (Frankfurt am Main, Germany, local time) / 6 p.m (New York, USA, local time) – subject to any statutory extension as described above. After expiration of the Additional Acceptance Period, the Offer can no longer be accepted (regarding the special situation in which the Bidder's shareholding reaches or exceeds the threshold of 95% of Axel Springer's share capital, see Section VI.2 of the Statement).

7.3 Handling of the Offer via Traviata B.V.

For the purposes of the handling of the Offer, the tendered Axel Springer Shares are to be transferred directly to Traviata B.V., a wholly-owned subsidiary of the Bidder.

7.4 Rights of withdrawal

In Section 17.1 and 17.2 of the Offer Document, the Bidder describes the following rights of withdrawal of the shareholders that have accepted the Offer, which will be stated herein only briefly; a detailed description of these rights by the Bidder is included in the Offer Document: (i) the right to withdraw in the event that the Offer is amended, (ii) the right to withdraw in the event of Competing Offers, and (iii) the right to withdraw as regards Non-Listed Axel Springer Shares.

With the right of withdrawal referred to in (iii), the Bidder, under Section 17.2 of the Offer Document, grants the holders of tendered Non-Listed Axel Springer Shares the right to withdraw from their acceptance of the Offer on or before the close of stock exchange trading on the day on which fulfillment of all Offer Conditions (to the extent not validly waived previously) is published. The Bidder declares that the voluntary right of withdrawal granted with respect to the tendered Non-Listed Axel Springer Shares is intended to compensate the shareholders for the fact that there is no trading of tendered Non-Listed Axel Springer Shares on a stock exchange.

The Bidder describes the further details regarding the rights of withdrawal and the consequences of exercising these rights in Section 17.3 of the Offer Document.

7.5 Offer Conditions

According to Section 12 of the Offer Document, the following conditions (referred to jointly as the "Offer Conditions" or individually as an "Offer Condition") will apply to the consummation of the Offer and to the agreements that will be entered into upon acceptance of the Offer. This

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Statement only contains a summary of the Offer Conditions, which conform to the requirements set out in the Investor Agreement. As regards the full wording of the Offer Conditions, reference is made to Section 12 of the Offer Document: a) The "Minimum Acceptance Threshold" of 20% of all Axel Springer Shares in issue at the time of expiration of the Acceptance Period as described in Section 12.1.1 of the Offer Document has been reached; and b) no material corporate action has been taken by Axel Springer's Executive Board as described in Section 12.1.2 of the Offer Document in the period leading up to the expiration of the Acceptance Period; and c) no resolutions of the kind described in Section 12.1.3 of the Offer Document have been taken by the shareholders' meeting of Axel Springer in the period leading up to the expiration of the Acceptance Period; and d) no insolvency proceedings under German law have been opened, applied for or announced as described in Section 12.1.4 of the Offer Document over the assets of Axel Springer or its subsidiaries Axel Springer Digital GmbH, Axel Springer Digital Classifieds GmbH or Axel Springer International GmbH in the period leading up to the expiration of the Acceptance Period; and e) no material adverse change in the market environment of Axel Springer has occurred as described in Section 12.1.5 of the Offer Document in the period leading up to expiration of the Acceptance Period; and f) with the consent of the Supervisory Board of Axel Springer, the Executive Board of Axel Springer has declared on or before the expiration of the Acceptance Period that consent is granted to the acquisition of the tendered Axel Springer Shares by Traviata B.V., subject to the provison that the consent takes effect when the last other Offer Condition has been fulfilled or the Bidder has previously validly waived fulfillment of the last other Offer Condition and provided that the declaration of the Executive Board has not been revoked in the period leading up to the expiration of the Acceptance Period, as set out in Section 12.1.6 of the Offer Document; and g) merger control clearances have been granted by the European Commission, in Israel, in Serbia, in South Africa, in Kenya (if required) and in the USA as well as (if required) by the Competition and Markets Authority pursuant to Section 12.1.7 (a) of the Offer Document by 15 June 2020 at the latest; and

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h) clearance under foreign trade law has been granted by the Federal Ministry for Economic Affairs and Energy pursuant to Section 12.1.7 (b) of the Offer Document by 15 June 2020 at the latest; and

i) clearances under media concentration law have been granted in Germany and Austria pursuant to Section 12.1.7 (c) of the Offer Document by 15 June 2020 at the latest.

The Offer will lapse if one or several of the Offer Conditions have not occurred and if the Bidder has not previously validly waived the respective Offer Condition in accordance with Sec. 21 (1) sentence 1 no. 4 WpÜG. In this event, agreements that came into existence as a result of the Offer being accepted will not be consummated and will cease to exist (condition subsequent). Axel Springer Shares already tendered for sale will be returned. For further details on the Offer Conditions, in particular relating to possible waivers of the Bidder and the legal consequences in the event of a lapse of the Offer, reference is made to Section 12 of the Offer Document.

7.6 Waiver of Offer Conditions

The Offer Conditions set out in Section 12.1 of the Offer Document each constitute independent and separate conditions. To the extent legally permissible, the Bidder reserves the right to waive, in whole or in part, one, several or all of the Offer Conditions up until one working day prior to the end of the Acceptance Period, provided that a fulfillment of the respective Offer Conditions would still be possible. According to the Investor Agreement, however, the Offer Condition of the Minimum Acceptance Threshold having been reached may only be waived as between the parties thereto subject to the consent of the Existing Shareholders' Companies. Under the Investor Agreement, fulfillment of the regulatory conditions set out under Section 12.1.7 of the Offer Document to which the takeover offer is subject may be waived internally only if and to the extent that this is legally permissible and does not adversely affect Axel Springer. Offer Conditions that the Bidder has validly waived will be deemed to have been fulfilled for the purposes of the Offer.

A waiver of Offer Conditions constitutes an amendment of the Offer. The Bidder is obligated to publish each amendment to the Offer, and therefore also any waiver of an Offer Condition, without undue delay in accordance with Sec. 14 (3) sentence 1 WpÜG.

In the event of an amendment of the Offer, the Acceptance Period is automatically extended by two weeks pursuant to Sec. 21 (5) WpÜG, i.e. presumably until 16 August 2019, midnight (Frankfurt am Main, Germany, local time) / 6 p.m. (New York, USA, local time), provided that the publication of the amendment of the Offer occurs within the last two weeks prior to the expiration of the Acceptance Period.

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In the event of a waiver of Offer Conditions, Axel Springer Shareholders that have accepted the Offer prior to the publication of the amendment of the Offer may, prior to the expiration of the Acceptance Period, withdraw from the agreements that were entered into upon acceptance of the Offer pursuant to Sec. 21 (4) WpÜG.

7.7 Trading tendered Axel Springer Shares

The tendered Listed Axel Springer Shares (ISIN DE0005501357) may be traded in the sub- segment of the regulated market (Prime Standard) of the Frankfurt Stock Exchange under ISIN DE000A2YPGA9. Trading is expected to start on the third Banking Day after the commencement of the Acceptance Period. Trading is expected to be discontinued no later than upon the close of trading on the day of publication of the fact that all Offer Conditions have been fulfilled (unless previously validly waived). For further details regarding trading of the tendered Listed Axel Springer Shares on the stock exchange, reference is made to Section 13.8 of the Offer Document.

The acquirers of tendered Listed Axel Springer Shares traded under ISIN DE000A2YPGA9 assume all rights and obligations arising from the agreements concluded by accepting the Offer. In the Offer Document, the Bidder notes that the trading volume and liquidity of the tendered Listed Axel Springer Shares depend on the respective acceptance rate and therefore may not exist at all or may be low and subject to heavy fluctuations. Therefore, it cannot be ruled out that, in the absence of demand, it will not be possible to sell tendered Listed Axel Springer Shares.

According to information provided by the Bidder, the tendered Non-Listed Axel Springer Shares (ISIN DE000A2YPGD3) are not traded on the stock exchange; the Offer will not result in any changes of the transferability of these Non-Listed Axel Springer Shares and the requirements to be met in this respect.

The Listed Axel Springer Shares which are not tendered for sale remain tradeable under ISIN DE0005501357. The Non-Listed Axel Springer Shares which are not tendered for sale retain the ISIN DE0005754238; the Offer will not result in any changes of the transferability of these Non-Listed Axel Springer Shares and the requirements to be met in this respect.

7.8 Holders of Axel Springer ADRs

The Bidder points out that Axel Springer ADRs may not be tendered into the Offer and that holders of Axel Springer ADRs may accept the Offer only after exchange of their Axel Springer ADRs into Axel Springer Shares. Further information by the Bidder for holders of Axel Springer ADRs is set out in Section 13.9 of the Offer Document.

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7.9 Applicable law

According to Section 21 of the Offer Document, the Offer and the agreements entered into between the Axel Springer Shareholders and the Bidder as a result of the acceptance of the Offer will be governed by German law. The exclusive place of jurisdiction for all legal disputes arising from, or in connection with, the Offer (and all agreements entered into as a result of the Offer having been accepted) is Frankfurt am Main, Germany, provided this is legally permissible.

7.10 Publications

In Section 12.3 of the Offer Document, the Bidder states that it will publish without undue delay on the internet at www.traviata-angebot.de (in German and in English) and in the German Federal Gazette if (i) an Offer Condition has been fulfilled, (ii) the Bidder has waived an Offer Condition, (iii) all Offer Conditions have been fulfilled unless previously validly waived by the Bidder, or (iv) the Offer will not be consummated.

In Section 20 of the Offer Document, the Bidder has further announced that it will publish inter alia the respective level of declarations of acceptance received weekly during the Acceptance Period pursuant to Sec. 23 (1) sentence 1 no 1 WpÜG (i) on the internet at www.traviata-angebot.de (in German and in English) and (ii) additionally in German in the Federal Gazette. According to the Bidder, those publications will be made on a daily basis during the last week of the Acceptance Period. The Bidder will publish the results of the Offer pursuant to Sec. 23 (1) sentence 1 nos. 2 and 3 WpÜG without undue delay after the expiration of the Acceptance Period and the Additional Acceptance Period.

The Bidder also points out that all other declarations and announcements by the Bidder required in connection with the Offer pursuant to the WpÜG or under the applicable capital markets law provisions of the USA will be published on the internet at www.traviata-angebot.de (in German and with an English translation) and, to the extent required under the German Securities Acquisition and Takeover Act (WpÜG), in German in the German Federal Gazette.

8. Financing of the Offer

According to Section 14.3 of the Offer Document, the Bidder has taken the measures necessary to ensure that the financial resources required to fully perform the Offer will be available to it at a point in time when the claims for the Offer Price become due. According to information provided by the Bidder, the maximum costs for the Offer (including fulfillment of the payment obligations under the Offer and transaction costs) amount to EUR 6.96 billion. According to the information provided by the Bidder in Section 14.2 of the Offer Document, the Existing Shareholders, the Existing Shareholders' Companies, Brilliant and the Bidder entered into non-tender agreements on

INFORMATION ABOUT THE OFFER

19 June 2019 which is to ensure that the Existing Shareholders, the Existing Shareholders' Companies and Brilliant do not tender the part shown in the table below of the aggregate number of 47,990,389 Axel Springer Shares held by them (corresponding to a percentage of approximately 44.48%) into the Offer.

Committed party Holding covered by the non-tender agreement Dr. h.c. Friede Springer 5,502,450 Axel Springer Shares ASGP 40,505,262 Axel Springer Shares Dr. Mathias Döpfner 1,978,800 Axel Springer Shares Brilliant 3,877 Axel Springer Shares TOTAL: 47,990,389 Axel Springer Shares (corresponding to approximately 44.48% of the Company's share capital)

Overview III.8: Scope of the non-tender agreement

According to the information provided by the Bidder, without taking into account the shares of the Existing Shareholders, the Existing Shareholders' Companies and Brilliant, the maximum costs for the Offer (including fulfillment of the payment obligations under the Offer and transaction costs) amount to approximately EUR 3.93 billion. The details on the financing measures are described by the Bidder in Section 14.3 of the Offer Document.

In addition, according to the information provided by the Bidder in Section 14.4 of the Offer Document, UniCredit Bank AG, with its seat in Munich, Germany ("UniCredit Bank"), has issued the financing confirmation required under Sec. 13 (1) sentence 2 WpÜG. The financing confirmation of 4 July 2019 is attached to the Offer Document as annex 4. The Executive Board and the Supervisory Board have no reason to doubt the correctness of the financing confirmation issued by UniCredit Bank.

The Executive Board and the Supervisory Board point out that this financing confirmation only covers the funds needed for payment of the offer consideration in the amount of EUR 63.00 per Axel Springer Share.

9. Authority of the Offer Document

For further information and details (especially details regarding the Offer Conditions, the Acceptance Periods, the acceptance and settlement modalities and the statutory rights of withdrawal), the Axel Springer Shareholders are referred to the statements in the Offer Document. The above information merely summarizes some of the information contained in the Offer

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Document. Thus, the description of the Offer in this Statement does not purport to be complete and, for an evaluation of Bidder's Offer, the Statement should be read together with the Offer Document. The authoritative provisions for the content of the Offer and its implementation are solely the provisions of the Offer Document. It is the sole responsibility of each Axel Springer Shareholder to take note of the Offer Document and take the actions necessary for themselves.

IV. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

1. Type and amount of the consideration

The Bidder is offering an Offer Price, i.e. consideration within the meaning of Sec. 27 (1) sentence 2 no 1 WpÜG, in an amount of EUR 63.00 in cash for each Axel Springer Share.

2. Statement on the lowest price determined by statute

The Offer Price for the Axel Springer Shares must correspond to the provisions on minimum prices as set forth in Sec. 31 (1) WpÜG and Secs. 4 and 5 of the WpÜG Offer Regulation, with the minimum price being determined based on the higher of the following two thresholds:

• In accordance with Sec. 5 of the WpÜG Offer Regulation, the consideration for purposes of Sec. 27 (1) sentence 2 no 1 WpÜG must – in the event of a takeover offer according to Secs. 29 et seqq. WpÜG – be at least equivalent to the weighted average domestic stock exchange price for Axel Springer Shares over the period of the last three months prior to the publication of the Bidder's decision to submit the Offer ("Three-Month Average Price"). The decision to submit the Offer was published on 12 June 2019.

• In accordance with Sec. 4 of the WpÜG Offer Regulation, the consideration in a takeover offer pursuant to Secs. 29 et seqq. WpÜG must be at least equal to the value of the highest consideration provided or agreed by the Bidder or a person acting jointly with it within the meaning of Sec. 2 (5) WpÜG or one of their subsidiaries for the acquisition of Axel Springer Shares within the last six months prior to the publication of the Offer Document.

In accordance with the Offer Document, the Three-Month Average Price applicable up to and including the cut-off date of 11 June 2019 as notified by BaFin on 19 June 2019 amounted to EUR 49.35. The Offer Price exceeds that amount by EUR 13.65 or 27.7%. The Executive Board and the Supervisory Board also point out that this three-month period is influenced by the positive effects that the ad hoc announcement of 29 May 2019 and the fact that the negotiations with KKR on a strategic investment have become known may have had on the share price of the Axel Springer Shares.

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

According to information provided in the Offer Document, neither the Bidder nor any persons acting jointly with the Bidder nor their respective subsidiaries have purchased Axel Springer Shares, or concluded agreements on the purchase of Axel Springer Shares, in the last six months prior to the publication of the Offer Document.

3. Assessment of the fairness of the consideration offered

The Executive Board and the Supervisory Board have diligently and thoroughly analyzed and assessed the financial fairness of the consideration offered for the Axel Springer Shares. They did so on the basis of the growth strategy and financial planning of the Company presented in December 2018, the historical prices for the Axel Springer Shares – taking into account target prices and underlying analyses published by stock analysts in respect of Axel Springer Shares – certain valuation multiples and historical reference transactions and/or premiums, valuations applying a discounted cash flow analysis as well as other assumptions and information. The Executive Board and the Supervisory Board of Axel Springer have each made a separate assessment of the fairness of the consideration offered. In their respective assessments, the Executive Board was advised by Goldman Sachs Bank Europe SE, Frankfurt a.M., ("Goldman Sachs") and Allen & Company LLC, New York, USA ("Allen & Company"), and the Supervisory Board was advised by Lazard & Co. GmbH, Frankfurt am Main ("Lazard").

Some of the figures shown in this Section were calculated based on figures that were not rounded; the figures shown are rounded, however. Therefore, calculations using the figures in this Section may have results deviating slightly from the figures shown in this Section.

The Executive Board and the Supervisory Board expressly point out that the assessment of the fairness of the consideration offered was made independently and without regard to their obligation to recommend the acceptance of the Offer under certain conditions assumed under the Investor Agreement.

3.1 Fairness Opinions

The Executive Board retained Goldman Sachs and Allen & Company as financial advisers and the Supervisory Board retained Lazard as financial adviser. Goldman Sachs, Allen & Company and Lazard have each prepared a separate opinion with respect to the financial fairness of the Offer Price of EUR 63.00 for the holders of Axel Springer Shares ("Fairness Opinions" and individually a "Fairness Opinion"). In their respective Fairness Opinions, each dated 11 July 2019, Goldman Sachs, Allen & Company and Lazard each come to the conclusion that, subject to the assumptions and limitations contained therein and as of the date of the issuance of the Fairness Opinions (i.e., 11 July 2019), the Offer Price to be paid to the holders of Axel Springer Shares for each Axel Springer Share pursuant to the Offer Document is fair from a financial point of view with regards

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

to such holders of Axel Springer Shares. The Fairness Opinions dated 11 July 2019 are attached to this Statement as Exhibit 1, Exhibit 2 and Exhibit 3 and set forth the assumptions made, the procedures followed, the matters considered and the limitations on the review undertaken in connection with the Fairness Opinions. The Fairness Opinions are limited to the financial fairness of the Offer Price to be paid to the holders of Axel Springer Shares (other than the Existing Shareholders, the Existing Shareholders' Companies, Brilliant, KKR as well as their respective affiliated companies) as of 11 July 2019 with regards to these holders. They do not include any assessment or examination of any other conditions or aspects of the Offer or of any conditions or aspects of other contracts or agreements contemplated by the Offer or entered into or amended in connection therewith or which may be pursued after consummation of the Offer including the fairness of the Offer for, or any consideration received in connection therewith by, the holders of any other class of securities or for creditors, or for persons to which Axel Springer has granted rights in any other manner.

The Executive Board and the Supervisory Board of Axel Springer have each conducted thorough reviews of the respective Fairness Opinion obtained by each of the financial advisers independently of each other; they have discussed the findings of the respective Fairness Opinion in detail with representatives of Goldman Sachs and Allen & Company or Lazard, and have independently and critically assessed those findings.

The Executive Board and the Supervisory Board point out that the Fairness Opinions were provided solely for the purpose of informing and assisting the Executive Board and the Supervisory Board of Axel Springer in connection with the assessment of the financial fairness of the Offer Price and that third parties, including the holders of Axel Springer Shares, cannot rely on them. The Fairness Opinions are neither directed at third parties (including the holders of Axel Springer Shares) nor do they establish any protective rights for third parties. Third parties cannot derive any rights from the Fairness Opinions. No contractual relationship between Goldman Sachs or Allen & Company or Lazard, on the one hand, and third parties who read such Fairness Opinions, on the other, comes into existence in this context. Neither the Fairness Opinions nor the respective underlying mandate agreements between Goldman Sachs or Allen & Company or Lazard, on the one hand, and Axel Springer, on the other, have a protective effect for third parties or lead to an inclusion of third parties in their respective scope of protection.

The Fairness Opinions are especially not addressed to the Axel Springer Shareholders and do not constitute a recommendation by Goldman Sachs, Allen & Company or Lazard as to whether or not any holder of Axel Springer Shares should tender their shares in connection with the Offer or accept the Offer. The consent of Goldman Sachs, Allen & Company and Lazard to attach their respective Fairness Opinions to this Statement as an exhibit does not and will not constitute any enlargement of or addition to the group of persons to whom these Fairness Opinions are addressed

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

or who are permitted to rely on these Fairness Opinions, and this consent does not lead to an inclusion of third parties in their respective scope of protection. Furthermore, the Fairness Opinions do not address the relative merits of the Offer as compared to any strategic alternatives that may be available to the Bidder, Traviata B.V. or Axel Springer.

In connection with preparing their respective Fairness Opinions, Goldman Sachs, Allen & Company and Lazard, according to the information provided by each of them, reviewed the Offer Document, the annual reports of Axel Springer for the five fiscal years before 31 December 2018, certain interim reports of Axel Springer, certain other communications from Axel Springer to its shareholders and certain internal analyses and forecasts that were prepared by Axel Springer's management and Executive Board in respect of Axel Springer and the use of which was approved by Axel Springer. The financial advisers have also held discussions with members of the management and the Executive Board of Axel Springer regarding their assessment of the business operations and financial condition of Axel Springer in the past and present, as well as regarding the future prospects of Axel Springer. Furthermore, the reported price and trading activity for Axel Springer Shares were analyzed and certain financial and stock market information for Axel Springer was compared with similar information on certain strategic investments made in the recent past in the media and technology industry and in other industries. Finally, other studies and analyses were performed and other factors were considered as the financial advisers deemed appropriate.

The Executive Board and the Supervisory Board also point out that the Fairness Opinions of Goldman Sachs, Allen & Company and Lazard are subject to certain assumptions and reservations and that it is necessary to read and study the Fairness Opinions in their entirety in order to understand their scope. For purposes of rendering the Fairness Opinions and with the consent of Axel Springer, Goldman Sachs, Allen & Company and Lazard relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information (including publicly available information) provided to, discussed with or analyzed by them without assuming any responsibility for an independent verification thereof. In that regard, they assumed with the consent of the Executive Board and the Supervisory Board that the internal financial analyses and forecasts for Axel Springer have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management and of the Executive Board of Axel Springer. Goldman Sachs, Allen & Company and Lazard further assumed that all governmental, regulatory and other permits and approvals necessary for the consummation of the Offer will be obtained without any adverse effect on the expected benefits of the Offer that could be meaningful to their analysis. Goldman Sachs, Allen & Company and Lazard have assumed that the transaction will be consummated in accordance with the provisions and conditions set forth in the Offer Document without them being waived or modified in any way meaningful to their analysis. The Fairness Opinions do not include any assessment as to the prices at which Axel

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Springer Shares will be traded at any time, as to the impact of the Offer on the solvency or viability of Axel Springer or the Investor, or as to the ability of Axel Springer or the Investor to pay their respective obligations when they come due. The Fairness Opinions are based, in particular, on the economic, the monetary, the market and other conditions as in effect on, and the information made available to them, as of the date of the issuance of the respective Fairness Opinion. Events occurring after the date of the issuance of the respective Fairness Opinions may have an impact on the assumptions made when preparing the respective Fairness Opinion and on the results therein. Goldman Sachs, Allen & Company and Lazard have no obligation to update, revise or reaffirm their respective Fairness Opinions with regard to circumstances, developments or events arising or occurring after the date of the respective Fairness Opinions.

Goldman Sachs, Allen & Company and Lazard have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance- sheet assets and liabilities) of Axel Springer or of any of its subsidiaries and they have not been furnished with any such evaluation or appraisal. In addition, the Fairness Opinions do not constitute valuation reports (Wertgutachten) as typically rendered by qualified auditors and must not be considered as such. Furthermore, they do not comply with the standards for such valuation reports as defined by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland e.V. – ("IDW")) (IDW S 1 for company evaluations; IDW S 8 for the preparation of fairness opinions). Fairness opinions of the type issued by Goldman Sachs, Allen & Company and Lazard differ in a number of important respects from a company evaluation or a fairness opinion by qualified auditors.

Furthermore, Goldman Sachs, Allen & Company and Lazard have issued no statement about whether or not the terms and conditions of the Offer are consistent with the requirements of the WpÜG or the WpÜG Offer Regulation or comply with any other legal requirements.

Goldman Sachs and Allen & Company have acted as financial advisers to the Executive Board of Axel Springer and Lazard has acted as financial adviser to the Supervisory Board of Axel Springer in connection with the Offer. For their work as financial advisers in connection with the Offer, the financial advisers receive fees from the Company that are customary in the market and payment of which – with regard to the financial advisers of the Executive Board – is largely dependent on the consummation of the Offer. Furthermore, Axel Springer has agreed to reimburse certain of their expenses arising from their engagement and indemnify them against certain liabilities that may arise in connection with the Offer. It is pointed out that Goldman Sachs and/or Allen & Company and/or Lazard and their respective affiliated companies have from time to time provided financial advisory or underwriting services to Axel Springer or its affiliated companies and to KKR or its affiliated companies and portfolio companies and may have maintained in the past or may maintain other business relationships at present or in the future with Axel Springer, the Existing

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Shareholders, the Existing Shareholders' Companies, Brilliant, the Investor, KKR or their respective affiliated companies or, where applicable, portfolio companies, for which Goldman Sachs and/or Allen & Company and/or Lazard have received or will receive remuneration and reimbursements of expenses. Furthermore, the Supervisory Board member Iris Knobloch is also a member of the Board of Directors of Lazard Ltd which is the shareholder (indirectly) controlling Lazard. Moreover, Goldman Sachs, Allen & Company and Lazard and their respective affiliated companies are engaged in advisory, underwriting, financing, principal investing, sales, trading, research, asset management and other financial and non-financial activities and services for various natural and legal persons, which may result in, among other things, them acquiring, holding or selling, for their own or a third-party account, financial instruments of any kind (or exercising voting rights in respect therewith) issued by Axel Springer, by the Investor, by the Existing Shareholders, by the Existing Shareholders' Companies, by Brilliant, by KKR or by their respective affiliated companies, by portfolio companies and by third parties.

3.2 Comparison with historical share prices

In order to assess the financial fairness of the consideration offered, the Executive Board and the Supervisory Board have also considered the development of the stock exchange price of Listed Axel Springer Shares admitted to trading on the regulated market under ISIN DE0005501357.

On 29 May 2019, after the close of XETRA trading, Axel Springer published an ad hoc announcement announcing that Axel Springer was in negotiations with KKR and Dr. h.c. Friede Springer on a potential strategic investment of KKR in Axel Springer. Following the publication of this ad hoc announcement, the share price of the Axel Springer Share rose and closed on 30 May 2019 with a closing price of EUR 55.10, i.e. 22.2% above the closing price of EUR 45.10 on 29 May 2019 (based on the stock exchange closing price of the Axel Springer Share in the electronic trading system (XETRA closing price) of the Frankfurt Stock Exchange (source: Bloomberg)).

The Executive Board and the Supervisory Board are of the opinion that the share price of the Axel Springer Share was influenced as from 30 May 2019 by market rumors regarding a potential strategic investment of KKR in Axel Springer and therefore consider 29 May 2019 the last stock exchange trading day of the Axel Springer Share on which the share price was unaffected by takeover speculations. Based on the stock exchange price of the Axel Springer Share on 29 May 2019 as the last stock exchange trading day preceding upcoming rumors regarding a takeover of Axel Springer, the Offer consideration implies the following premiums:

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

• The closing price of the Axel Springer Share in XETRA trading of the Frankfurt Stock Exchange on 29 May 2019 was EUR 45.10 (source: Bloomberg). The Offer Price thus includes a premium of EUR 17.90 or 39.7% based on this price.

• The volume weighted average domestic stock exchange price (XETRA) of the Axel Springer Share during the last three months preceding (and including) 29 May 2019 was EUR 47.925 (source: Bloomberg). Based on this stock exchange price, the Offer Price includes a premium of EUR 15.07 or 31.5%.

Based on the stock exchange price of the Axel Springer Share prior to the publication of the decision to launch the Offer on 12 June 2019, the Offer consideration of EUR 63.00 implies the following premiums:

• The stock exchange price (XETRA closing price) of the Axel Springer Share of 11 June 2019, the last trading day prior to the publication of the decision to launch the Offer, amounted to EUR 56.00 (source: Bloomberg). Based on this stock exchange price, the Offer consideration of EUR 63.00 includes a premium of EUR 7.00 or 12.5%.

• The weighted average domestic stock exchange price of the Axel Springer Share during the three month-period preceding the publication of the Bidder's decision to make the offer, i.e. up until (and including) 11 June 2019, was notified to the Bidder to amount to EUR 49.35 by BaFin by a letter dated 19 June 2019. The Offer consideration of EUR 63.00 thus includes a premium of EUR 13.65 or 27.7% based on this Three-Month Average Price.

3.3 Valuation by financial analysts

The average target price expectation (median) of price targets published by selected financial analysts for the Axel Springer Share before the initial ad hoc announcement by Axel Springer about the transaction (i.e., before 29 May 2019) was EUR 55.80. The Offer Price is approximately 12.9% above the median.

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Bank Analysis date Target price Nord LB 12 March 2019 EUR 46.00 HSBC 29 April 2019 EUR 54.00 Berenberg 7 May 2019 EUR 43.00 Bankhaus Lampe 7 May 2019 EUR 50.00 Morgan Stanley 7 May 2019 EUR 56.00 Kepler Cheuvreux 7 May 2019 EUR 62.00 Independent Research 8 May 2019 EUR 53.00 Barclays 8 May 2019 EUR 57.30 Landesbank BW 8 May 2019 EUR 60.00 Warburg 8 May 2019 EUR 63.00 DZ Bank 9 May 2019 EUR 50.00 Goldman Sachs 9 May 2019 EUR 60.10 JP Morgan 15 May 2019 EUR 60.00 Alpha Value 23 May 2019 EUR 55.60 Median EUR 55.80

Overview IV.3.3/1: Valuation by financial analysts prior to 29 May 2019

If, on the other hand, only the recommendations of financial analysts given after publication of the Bidder's intention to make a takeover offer and of the ad hoc announcement of Axel Springer on 12 June 2019 are used as a standard of comparison with respect to the Offer Price, however, the median is EUR 63.00, which equals the Offer Price.

Bank Analysis date Target price Bankhaus Lampe 12 June 2019 EUR 50.00 Berenberg 12 June 2019 EUR 52.00 Morgan Stanley 12 June 2019 EUR 56.00 Deutsche Bank 12 June 2019 EUR 63.00 Barclays 12 June 2019 EUR 63.00 Independent Research 12 June 2019 EUR 63.00 DZ Bank 12 June 2019 EUR 63.00 Warburg 13 June 2019 EUR 63.00 Landesbank BW 13 June 2019 EUR 63.00 Nord LB 14 June 2019 EUR 63.00 Kepler Cheuvreux 17 June 2019 EUR 63.00 UBS 18 June 2019 EUR 63.00 HSBC 19 June 2019 EUR 63.00 Alpha Value 4 July 2019 EUR 56.20 Median EUR 63.00

Overview IV.3.3/2: Valuation by financial analysts from 12 June 2019

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

3.4 Consideration of the Axel Springer Group's development potential

In order to assess the fairness of the consideration offered, the Executive Board and the Supervisory Board have also taken into account the historical business development of the Axel Springer Group and the corresponding future opportunities and risks. In the opinion of the Executive Board and the Supervisory Board, the Offer Price allows Axel Springer Shareholders the opportunity to secure immediately and upfront a significant share of the targeted long-term value creation without having to bear the execution risk and related temporary effects on the earnings position of the Company.

3.5 Overall assessment of the fairness of the consideration

The Executive Board and the Supervisory Board have diligently and thoroughly analyzed and assessed the fairness of the consideration offered by the Bidder. In doing so, the Executive Board and the Supervisory Board have taken note of the contents of the Fairness Opinions, have verified the plausibility thereof and have taken these contents into account, but have also conducted their own analyses. In particular, the Executive Board and the Supervisory Board have taken the following aspects into account that were applied at Axel Springer Group level and/or on a sum-of- the parts basis:

• the premium above historical stock exchange prices;

• the valuations of independent analysts;

• multiples of comparable listed companies;

• historical takeover premiums; and

• a discounted cash flow analysis.

Taking into account the Fairness Opinions, the aspects set out above, the potential for development of Axel Springer, as well as the overall situation regarding the Offer, the Executive Board and the Supervisory Board consider the consideration offered by the Bidder per Axel Springer Share to be fair from a financial point of view.

• The Offer Price reflects the result of intense negotiations in a process that was conducted diligently with various potential long-term investors.

• The Offer Price includes a premium of approximately 31.5% over the volume weighted average domestic stock exchange price of the Axel Springer Share in the XETRA trading

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

system of the Frankfurt Stock Exchange during the last three months prior to and including 29 May 2019, which was, according to statements made by the Bidder, the last day before the negotiations on a strategic investment of KKR in Axel Springer became known.

• The takeover premium over the last XETRA closing price of the Axel Springer Share before 29 May 2019, i.e. the last stock exchange trading day preceding upcoming rumors regarding a strategic investment of KKR in Axel Springer, is within the range of the historical takeover premiums usually paid in the last ten years in Germany in transactions with a volume of more than EUR 100 million.

• The Offer Price corresponds to the median of the current analysts' target prices of EUR 63.00 following the publication of the intention of the Bidder to make a takeover offer, since such analysts' target prices had already priced in the expected Offer Price and the probability of a successful takeover. If, however, the analysts' target prices for Axel Springer published prior to 29 May 2019 (i.e., the initial ad hoc announcement by Axel Springer about the transaction) are taken as the basis, the Offer Price exceeds the median of EUR 55.80 by far.

• For a valuation based on multipliers of comparable listed enterprises, a more differentiated analysis would be expedient due to the different profiles of Axel Springer's business segments. Based on multipliers, and taking into account the finance profile of listed undertakings that are considered to be comparable undertakings for the individual business segments from the point of view of the Executive Board and the Supervisory Board, the Offer Price fairly reflects the Company's enterprise value.

• The discounted cash flow analysis, which is often used to determine the fundamental enterprise value, renders differing results depending on which expectations and on which discount rate it is based. Based on assumptions deemed realistic by the Executive Board and the Supervisory Board, the Offer Price fairly reflects the Company's enterprise value.

• In their respective Fairness Opinions, Goldman Sachs, Allen & Company and Lazard consider the Offer Price to be fair from a financial point of view. The Executive Board and the Supervisory Board have each convinced themselves of the plausibility and suitability of the procedures, methodologies and analyses applied by Goldman Sachs and Allen &

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Company as far as the Executive Board is concerned and by Lazard as far as the Supervisory Board is concerned.

• In the opinion of the Executive Board and the Supervisory Board, the Offer Price allows Axel Springer Shareholders the opportunity to secure immediately and upfront a significant share of the targeted long-term value creation without having to bear the execution risk and related temporary effects on the earnings position of the Company.

The Executive Board and the Supervisory Board do not provide any assessment of a capitalized earnings value (Ertragswert) of Axel Springer in accordance with the IDW S 1 valuation standard and no assessment, either, as to whether a higher or lower amount than the Offer Price ("Compensation Payment") would possibly have to be assessed, or will be assessed in the future within the scope of a statutorily prescribed adequate compensation, for example, in connection with the conclusion of a domination and profit transfer agreement (where applicable), a possible squeeze-out of minority shareholders or a possible conversion measure. Compensation Payments, if any, are calculated based on the enterprise value of Axel Springer at a future date and are subject to the control of the courts in the course of appraisal rights proceedings (Spruchverfahren). In this respect, it also has to be taken into consideration that in the course of judicial proceedings, an assessment based upon other methods of valuation could possibly result in a higher or lower value.

Furthermore, the Executive Board and the Supervisory Board expressly point out that Axel Springer Shareholders who have already tendered or who will tender their Axel Springer Shares for sale will have no claim to payment of the difference between the Offer Price and any Compensation Payment should the Compensation Payments exceed the Offer Price, even if such measure occurs within one year of the final announcement in accordance with Sec. 23 (1) sentence 1 no 2 WpÜG (cf. Sec. 31 (5) sentence 2 WpÜG).

Subject to the condition precedent of consummation of the Offer, the Bidder has announced in Section 9.5 of the Offer Document its intention to propose to Dr. h.c. Friede Springer, Dr. Mathias Döpfner and to the Executive Board of Axel Springer that Axel Springer file an application pursuant to Sec. 39 (2) no. 1 of the German Stock Exchange Act (Börsengesetz, "BörsG") with the stock exchanges on which the Axel Springer Shares are admitted to trading on the regulated market for revocation of the admission to trading on these stock exchanges (revocation of the admission to trading in connection with another offer to the Axel Springer Shareholders published pursuant to the provisions of the WpÜG) (cf. also Sections V.2.4, V.3.4 and VI.2 of this Statement).

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

V. OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

1. Objectives and intentions as set out in the Investor Agreement

As set out in Section III.5.1 of the Statement, the Investor Agreement contains inter alia general agreements and understandings regarding the Bidder and Traviata B.V. supporting the long-term growth strategy of Axel Springer, the structure of the transaction and the future corporate governance after the consummation of the Offer. The Investor Agreement also contains specific and binding statements regarding the objectives and intentions that its parties pursue with the transaction. The material objectives and intentions of the Bidder, Traviata B.V. and the Bidder Parent Companies set out in the Investor Agreement can be summarized as follows:

• Strategic partnership between Axel Springer, the Bidder and Traviata B.V.

In the Investor Agreement, the Bidder and Traviata B.V. have undertaken to support the growth of, as well as investments in, the business of the Axel Springer Group, and to further develop the business. They agreed, in this context, to assess on a case-by-case basis whether they will provide equity capital for future transactions of Axel Springer subject to the consummation of the takeover offer. However, no financing commitment for the Bidder, Traviata B.V. or the Bidder Parent Companies exists based on the Investor Agreement.

• Journalistic business and editorial independence

No influence is to be exerted on the editorial content of the journalistic business of Axel Springer and its editorial independence is to be ensured. In addition, the parties to the Investor Agreement have laid down their common understanding that the business operations of the WELT Group (including the daily and Sunday newspapers of the WELT, the WELT digital offers and the TV news channel WELT) will be continued by Axel Springer.

• Supervisory Board and Executive Board

In the Investor Agreement, the Bidder and Traviata B.V. agreed with the other parties to the agreement that Axel Springer will continue to operate as a two-tier European stock corporation (Societas Europaea) with an executive board and a supervisory board. It is their joint intention, together with the other parties to the Investor Agreement, that the Supervisory Board is to continue to exist unchanged with nine members, that the Supervisory Board is to have a chairman who has a casting vote in case of a tie and that Traviata B.V. is be represented on the Supervisory Board. For

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

the term of his current appointment, Ralph Büchi is to remain the Chairman of the Supervisory Board. Moreover, the current Executive Board of Axel Springer is to remain in office.

• Structural measures

The Investor Agreement does not contain any agreements on future structural measures. After the publication of the intention to submit the Offer, the Bidder and Traviata B.V. informed Axel Springer of their intention to pursue a Delisting (in this regard, cf. Section V.2.4 of the Statement below). According to the information provided in the Offer Document, the Bidder does not intend to take any other structural measures (for instance, the conclusion of a domination and profit transfer agreement, a squeeze-out or fundamental changes to the capital structure).

• Lock-up Periods for Axel Springer Shares

In Section 8.3.7 of the Offer Document, the Bidder points out that, in the Investor Agreement, the Bidder and Traviata B.V. as well as the Existing Shareholders' Companies have laid down their intention not to sell any Axel Springer Shares during a period of, in principle, five years from the consummation of the Offer.

2. Objectives and intentions as set out in the Offer Document

In the Offer Document, the Bidder has updated, amended and further specified the objectives and intentions as set out in the Investor Agreement with regard to Axel Springer. The intentions of the Bidder, Traviata B.V. and of the Bidder Parent Companies, which are set out in the following, are outlined in more detail in Section 9 of the Offer Document. The Bidder states that the legal basis of some of the intentions and obligations as set out in the Offer Document is the Shareholders' Agreement and the Investor Agreement.

According to the information provided by the Bidder in the Offer Document, neither the Bidder nor Traviata B.V. or the Bidder Parent Companies or – to the Bidder's knowledge – the Other Controlling Parties have any intentions other than those set forth in Section 9 of the Offer Document with regard to Axel Springer and, to the extent they are affected by the Offer, with regard to the Bidder and Traviata B.V. as well as the Bidder Parent Companies.

2.1 Future business activities, future use of assets and future obligations of Axel Springer

2.1.1 Strategic partnership between Axel Springer and the Bidder/Traviata B.V.

In the Investor Agreement entered into with Axel Springer, the Bidder and Traviata B.V. agreed on the strategic and commercial backgrounds of the transaction. The Bidder, Traviata B.V. and the

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

Bidder Parent Companies have set out the strategic background of the transaction in more detail in Section 9.1.1 of the Offer Document. According thereto, to the extent permissible under applicable law, the Bidder, together with the Existing Shareholders, intends to closely cooperate with the Executive Board of Axel Springer regarding the future business activities, assets and obligations of Axel Springer, and to support the Executive Board in further developing the information offers of the many media brands and digital classified ad services as well as, in view of the quickly changing and highly competitive business environment, in strengthening the Company's market position through further strategic and operative initiatives as well as capital expenditures for growth measures (for the supporting intentions, cf. also Sections 8.1 and 8.2 of the Offer Document).

In accordance with the stipulations set forth in the Investor Agreement, the Bidder further specifies in the Offer Document that it supports the organic growth plans of Axel Springer – which, among other things, require significant capital expenditures in staff, products, technology and brands – in order to strengthen the added value for customers and consumers in the long term and increase the enterprise value in a sustainable way.

Moreover, it is the Bidder's intention, according to the information provided in the Offer Document, to assist the Executive Board, after the consummation of the Offer, in the identification and assessment of options of strategic investments in companies and complementary purchases that are in the best interest of Axel Springer. These plans of Axel Springer provide that, besides the organic development, other complementary purchases are to contribute to the growth as well, depending on what possibilities for acquisitions arise; these complementary purchases could, relative to the need for funding, also be financed by equity capital of the Bidder, according to the information provided by the Bidder in the Offer Document.

It is further the Bidder's intention, according to the information provided in the Offer Document, to support the Executive Board with regard to other strategic and operative initiatives in order to strengthen the Company's innovation capacity and productivity as well as its appeal as an employer in the long term. The Bidder further points out that the intentions of the Bidder and Traviata B.V. with regard to the WELT Group are in line with the stipulations set forth in the Investor Agreement (in this regard, cf. Section V.1 of the Statement).

2.1.2 Capital structure

According to the information provided by the Bidder in Section 9.1.2 of the Offer Document, it is envisaged that Axel Springer continues to make growth-oriented investments and acquisitions. The Bidder furthermore states that no intentions regarding a fundamental change to the capital structure exist.

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

2.1.3 Editorial independence

In Section 9.1.3 of the Offer Document, the Bidder emphasizes that it is the intention of both Axel Springer and the Bidder that Axel Springer will be a leading voice of independent journalism across all channels, on both a national and international level, also in the years to come. In this context, the Bidder refers to its obligations under the Shareholders' Agreement and the Investor Agreement to maintain the editorial independence in the context of the journalistic activities of Axel Springer.

2.1.4 Brand names

In Section 9.1.4 of the Offer Document, the Bidder acknowledges that the Axel Springer Group is the owner of a number of strong brands that enjoy a high status and recognition value among customers and consumers in the relevant markets and countries. It is therefore the Bidder's intention, according to the information provided in the Offer Document, to keep the brand names and to support Axel Springer in further increasing brand recognition.

2.2 Seat of the Company and location of key parts of the Company

According to the information provided by the Bidder in Section 9.2 of the Offer Document, in connection with the Offer, it intends neither to relocate the corporate seat (Satzungssitz) of Axel Springer away from Berlin or the corporate headquarters of Axel Springer away from Berlin nor to cause any other member of the Axel Springer Group to relocate their corporate seats or their headquarters. As regards the close-down or the merging of sites, according to the information provided in the Offer Document, the Bidder has no intentions that go beyond supporting any plans and recommendations of the Executive Board, and it expressly states that it recognizes the competence of the Executive Board in this respect.

2.3 Members of the Executive Board and the Supervisory Board of Axel Springer

In Section 9.4 of the Offer Document, the Bidder states that it is its intention that Axel Springer is to remain a two-tier European stock corporation (Societas Europaea) with an Executive Board and a Supervisory Board and that the current Executive Board of Axel Springer is to remain in office.

According to the information provided in the Offer Document, it is the Bidder's intention to fully support the Executive Board of Axel Springer in implementing its strategy and to work together with the Executive Board of Axel Springer in a constructive manner.

According to the information provided in the Offer Document, it is also the Bidder's intention that the Supervisory Board of Axel Springer will continue to consist of nine members, all of whom will be elected by the shareholders; the Supervisory Board will be chaired by an independent chairman,

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

who has a casting vote in case of a tie. The Bidder states in the Offer Document that it seeks to be represented on the Supervisory Board based on the amount of its shareholding, it being entitled to nominate a maximum of four out of the nine Supervisory Board members for election.

The Bidder further specifies in the Offer Document that it would welcome the establishment of a new management participation program at the level of Axel Springer following consummation of the Offer, and it further points out that any decisions in this regard would have to be taken by the competent corporate bodies of Axel Springer at their due discretion (nach pflichtgemäßem Ermessen).

2.4 Structural measures

In Section 9.5 of the Offer Document, the Bidder states that it intends, subject to the consummation of the takeover offer, to propose to the Existing Shareholders and the Executive Board of Axel Springer that Axel Springer files an application with the stock exchanges on which the Axel Springer Shares are admitted to trading on the regulated market for revocation of the admission to trading pursuant to Sec. 39 (2) no. 1 of the German Stock Exchange Act (Börsengesetz, "BörsG") of the Listed Axel Springer Shares (revocation of the admission to trading in connection with another offer made to the shareholders of the target company pursuant to the provisions of the WpÜG). The Bidder clarifies in this respect that the Offer does not constitute a public "delisting offer" within the meaning of Sec. 39 (2) no. 1 BörsG and that such a "delisting offer" would have to be made separately.

According to the information provided in the Offer Document, the Bidder does not intend to implement any other structural measures (for instance, the conclusion of a domination and profit transfer agreement, a squeeze-out or fundamental changes to the capital structure).

The Bidder states that it does not rely on structural measures even if, after the consummation of the Offer, together with the Existing Shareholders' Companies it were to have the majority required to decide on such measures in the shareholders' meeting of Axel Springer. The Minimum Acceptance Threshold of 20% as determined in Section 12.1.1 of the Offer Document was, according to information provided by the Bidder, not chosen with respect to a minimum holding that is required for the purposes of a structural measure, either, but corresponds to the participation that is deemed appropriate by the parties to the Shareholders' Agreement.

2.5 Intentions with regard to the business activities of the Bidder and the Bidder Parent Companies

According to the information provided by the Bidder in Section 9.6 of the Offer Document, the Bidder, Traviata B.V. and the Bidder Parent Companies as well as – to the Bidder's knowledge –

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

the Other Controlling Parties do not intend to take specific actions in connection with the Offer, except for the effects on the assets, liabilities, financial position and results of the Bidder and Traviata B.V. as described in Section 15 of the Offer Document, with regard to the seat of the companies or the location of key parts of the Company, the use of assets or future obligations of the Bidder, Traviata B.V. and the Bidder Parent Companies, the members of the governing bodies of the Bidder, Traviata B.V. and the Bidder Parent Companies or the employees, their representative bodies and the terms of employment of the Bidder, Traviata B.V. and the Bidder Parent Companies.

3. Evaluation of the objectives of the Bidder and of the expected consequences

3.1 Future business activities, future use of assets and future obligations of Axel Springer

3.1.1 Strategic partnership between Axel Springer and the Bidder/Traviata B.V.

The Executive Board and the Supervisory Board strongly believe that the close cooperation intended by the Bidder with the Existing Shareholders and the Executive Board on the future business activities, the assets and future obligations of Axel Springer is in the best interest of Axel Springer. The cooperation furthermore complies with the growth strategy pursued by the Executive Board to increase the enterprise value of Axel Springer in the long-term, the further development of which was and is to be carried out together with KKR.

Axel Springer seeks to become a worldwide leading provider of digital journalism and digital classified ad services. The intended strategic partnership with the Bidder/Traviata B.V. offers excellent strategic perspectives for the further development of the information offers of the many media brands and classified ad services of Axel Springer. For this purpose, major capital expenditures will be pursued in the coming years that may temporarily affect financial performance and that are to pay off over a long-term sustainable investment horizon. The Bidder and the Bidder Parent Companies would be a strong strategic and financial partner for Axel Springer. They have considerable expertise in the areas of digital business models and media and have a successful track record of investments in Germany and throughout Europe. The Executive Board and the Supervisory Board share the Bidder's assessment that the business environment is highly competitive and changing quickly and that operative initiatives as well as capital expenditures for growth measures may therefore further strengthen the competitive position of Axel Springer.

The Executive Board and the Supervisory Board appreciate that the Bidder supports Axel Springer's organic growth plans and that, in doing so, it expressly refers to the key elements of the growth strategy pursued by the Executive Board and the Supervisory Board. These include significant capital expenditures in staff, products, technology and brands that are to strengthen the added value for customers and consumers in the long term and to increase the value of Axel

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

Springer in a sustainable way in the interest of all shareholders. The Executive Board and the Supervisory Board see further growth potential in particular in the fields of Classifieds and digital content.

The Bidder's intention to support the Executive Board after the consummation of the Offer in the identification and assessment of options for strategic investments in companies and complementary purchases in the best interest of Axel Springer may substantially promote the implementation of the sustainable growth strategy, and is therefore seen as very positive by the Executive Board and the Supervisory Board. The Executive Board and the Supervisory Board see potential for complementary purchases in particular in the Classifieds segment as well as in Digital Content. The possibility addressed by the Bidder that complementary purchases could be supported in the future relative to their need for funding by granting equity capital is particularly welcome. This may result in new options for future transactions to arise for Axel Springer, or in existing options for transactions being easier to realize.

The Executive Board and the Supervisory Board also appreciate the fact that the Bidder intends to support the Executive Board in other strategic and operative initiatives for the strengthening of the Company's innovation capacity and productivity as well as its appeal as an employer in the long term, and they intend to also use the expertise of the Bidder and the Bidder Parent Companies in portfolio management for the benefit of Axel Springer. The innovation capacity and productivity as well as the appeal as an employer are fundamental to the entrepreneurial success of Axel Springer.

The Executive Board and the Supervisory Board also consider it positive that Axel Springer has been able to reach a consensus with the Bidder and Traviata B.V. in the Investor Agreement on continuing the operations of the business division of the WELT Group. The Investor Agreement follows the guiding principle that Axel Springer will continue to be a leading voice of independent journalism across all channels in the future. In this context, it was agreed at the instigation of Axel Springer inter alia that the WELT Group (including the daily and Sunday newspapers of the WELT, the WELT digital offers and the TV news channel WELT) will be continued. In accordance with Axel Springer's general corporate practice, an adequate financial position is to be ensured.

Axel Springer's journalistic business, specifically the WELT Group and the BILD Group, constitutes a traditional and important pillar of the Axel Springer Group and forms part of Axel Springer's strategy for the future.

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

3.1.2 Capital structure

In light of the growth strategy pursued by them, the Executive Board and the Supervisory Board consider it positive that it also meets the Bidder's expectations that Axel Springer will continue to make growth-oriented investments and acquisitions. The Executive Board and the Supervisory Board also consider it positive that the Bidder did not announce any intentions regarding a fundamental change to the capital structure of Axel Springer. In the opinion of the Executive Board and the Supervisory Board, the capital structure of Axel Springer has proven itself in the past and also constitutes an excellent basis for the future of Axel Springer.

3.1.3 Editorial independence

In the opinion of the Executive Board and the Supervisory Board, editorial independence is a material cornerstone of the success of the media company Axel Springer as a nationally and internationally leading voice for independent journalism. The Executive Board and the Supervisory Board therefore appreciate the fact that the Bidder has made an undertaking to Axel Springer in the Investor Agreement to maintain the editorial independence with regard to the journalistic activities of Axel Springer and that it has expressly committed itself to editorial independence in the Offer Document as well.

3.1.4 Brand names

The Executive Board and the Supervisory Board consider it positive that the Bidder intends to keep the brand names of the Axel Springer Group and to also support Axel Springer in further increasing the awareness for its brands. This is because the brands are a key intangible asset of Axel Springer and contribute to its business success to a significant degree. Therefore, the Bidder rightly notes that the strong brands are of great importance for and have a high recognition value among customers and consumers in the respective markets and countries.

3.2 Seat of the Company and location of key parts of the Company

The Executive Board and the Supervisory Board appreciate the fact that the corporate seat and the corporate headquarters of Axel Springer are to remain in Berlin and that the statutory seats and main offices of the other members of the Axel Springer Group are not intended to be moved, either. The corporate headquarters in the German capital of Berlin provides an excellent basis for running a media company, and stability regarding the location of the corporate headquarters and the main offices of Axel Springer is also in the interest of the employees of Axel Springer. The Executive Board and the Supervisory Board also consider it positive that the Bidder does not intend to close down or merge locations but that it confides, in this respect, in the management and competence of the Executive Board which it, in principle, intends to support. A periodical evaluation of Axel Springer's location structure forms part of the responsible management while observing cost

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

discipline, which must be taken into consideration, in particular, when it comes to reorganizing activities. Currently, however, the Executive Board and the Supervisory Board have no intention to close down or merge specific sites.

3.3 Members of the Executive Board and the Supervisory Board of Axel Springer

The Executive Board and the Supervisory Board consider it positive that it has been agreed in the Investor Agreement and confirmed by the Bidder in the Offer Document that Axel Springer is to remain a two-tier European stock corporation (Societas Europaea) with an Executive Board and a Supervisory Board. Furthermore, the current Executive Board is to remain in office. Keeping the proven legal form with a two-tier administrative structure and a stable composition of the Executive Board provides an important basis for further pursuing the intended sustainable growth strategy. The fact that the Bidder fully supports the Executive Board of Axel Springer in the implementation of its strategy and that it is willing to constructively cooperate with the Executive Board is very welcome and further strengthens the reliable basis for pursuing the sustainable growth strategy.

The Executive Board and the Supervisory Board also consider it positive that the Bidder intends to keep the size of the Supervisory Board unchanged at nine members, all of whom will be elected by the shareholders, and that the Supervisory Board will be chaired by an independent chairman who will have a casting vote in case of a tie. The size of the Supervisory Board of nine members appears to be particularly suitable as it provides for the necessary range of skills so that, on the one hand, an adequate number of suitable persons may contribute their differing knowledge and experience to the work of the Supervisory Board and, on the other hand, the Supervisory Board can work efficiently. The independent chairman's right to cast the decisive vote allows for the Supervisory Board to reach an agreement in all circumstances. The fact that the Bidder seeks to be represented on the Supervisory Board based on the amount of its shareholding is appropriate in the opinion of the Executive Board and the Supervisory Board taking in to account the significant investment and participation intended by the Bidder. Additionally, the other consortium members are also to be fairly represented on the Supervisory Board.

The Executive Board and the Supervisory Board welcome the fact that the Bidder appreciates the establishment of a new management participation program at the level of Axel Springer and that it acknowledges at the same time that any decisions in this respect are to be taken by the competent corporate bodies of Axel Springer alone. In the opinion of the Executive Board and the Supervisory Board, performance-based remuneration components aiming to secure the Company's long-term success are in line with good corporate governance as they provide incentives that satisfy the best interests of all shareholders. This is why they are an important part of the remuneration of the Executive Board of Axel Springer already today.

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

3.4 Possible structural measures and their consequences

The application for revocation of the admission of the Listed Axel Springer Shares to trading on the regulated market pursuant to Sec. 39 (2) no. 1 BörsG aimed at by the Bidder ("Delisting") requires another offer that must be published in accordance with the provisions of the WpÜG and submitted to the Axel Springer Shareholders for the acquisition of their Axel Springer Shares in return for appropriate cash compensation. The legal requirements of such an offer include, inter alia, that the appropriate cash compensation must be at least equivalent to the weighted average domestic stock exchange price of the securities during the last six months prior to the publication of the decision to submit such offer. In the event of a Delisting, Shareholders who did not accept the Bidder's Offer published on 5 July 2019 would once again have the opportunity to tender their shares into a "delisting offer".

The Executive Board and the Supervisory Board believe that a Delisting generally makes sense because, in their opinion, it is difficult to reconcile the consistent implementation of the corporate strategy aiming at increasing the enterprise value in the long-term as well as the investment policy of Axel Springer with the short-term return expectations of the capital market. Before a decision on a Delisting can be taken, the Company's best interests must, however, be comprehensively reviewed. In particular, the specific circumstances after the consummation of the Offer must be taken into consideration in this regard, including, inter alia, the acceptance level and the remaining free float. Should the Bidder provide a corresponding proposal and consent to submit another public offer, the Executive Board and the Supervisory Board would review the proposal in the specific situation, taking into account any advantages and disadvantages for the Company associated therewith. No decision on a Delisting has been taken so far by the Executive Board and the Supervisory Board. The same applies if the Bidder were to propose a revocation of the admission of Axel Springer Shares to trading on the regulated market with additional post-admission obligations (Prime Standard) or discontinuation of trading on the open market of the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart.

In the opinion of the Executive Board and the Supervisory Board, the fact that, according to the information provided in the Offer Document, the Bidder does not intend any other structural measures (for instance, concluding a domination and profit transfer agreement, a squeeze-out or fundamental changes to the capital structure) is not opposed to the implementation of the growth strategy. From the Executive Board's and the Supervisory Board's point of view, such structural measures do not constitute a requirement for implementing the long-term growth strategy pursued by the Executive Board and the Supervisory Board. Against this background, the Executive Board and the Supervisory Board consider it positive that the Bidder does not intend to fundamentally change the capital structure; in all other respects, this intention is rated neutral by the Executive Board and the Supervisory Board.

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

3.5 Intentions with regard to the Bidder, Traviata B.V. and the Bidder Parent Companies

The Executive Board and the Supervisory Board appreciate the fact that the Bidder and Traviata B.V. intend not to sell any Axel Springer Shares during a period of five years from the consummation of the Offer. This clearly shows the Bidder's intention of making a long-term investment in order to support the long-term growth strategy. In all other respects, the intentions of the Bidder, Traviata B.V. and the Bidder Parent Companies as well as – to the Bidder's knowledge – the Other Controlling Parties with regard to the Bidder, Traviata B.V. and the Bidder Parent Companies, do not affect Axel Springer, which is why they are rated neutral by the Executive Board and the Supervisory Board.

3.6 Financial consequences for Axel Springer

3.6.1 Financing

Material financing agreements of Axel Springer contain break clauses for the lenders that are triggered by a change of control event. This applies, in particular, to the following financing agreements:

• promissory notes (Schuldscheindarlehen) with a total volume of EUR 704.5 million, as well as

• the syndicated loan agreement (Konsortialkreditvertrag) currently amounting to EUR 1,500 million (from that EUR 250 million are currently drawn).

The Executive Board and the Supervisory Board of Axel Springer believe that the consummation of the Offer will not result in rights due to a change of control deriving from these financing agreements. The Company is currently coordinating its understanding of those agreements with the respective parties. The financing banks participating in the syndicated loan agreement informed Axel Springer that they share this understanding.

The Executive Board and the Supervisory Board also point out that – depending on the actual participation level of KKR in Axel Springer after the consummation of the Offer – it cannot be ruled out that the financing banks might change their estimate of the creditworthiness of Axel Springer after the consummation of the Offer. This could also have an impact on the economic and contractual conditions of future financing agreements.

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

3.6.2 Tax consequences

As at 31 December 2018, Axel Springer and the Axel Springer Group companies based in Germany reported corporate income tax loss carry-forwards in the total amount of approximately EUR 51.4 million and trade tax loss carry-forwards of approximately EUR 130.7 million. The Executive Board and the Supervisory Board point out that, in the event of a transfer of more than 50% of the Axel Springer Shares to Traviata B.V. (relevant change of ownership), both any existing loss carry-forwards and any current tax losses incurred in the period leading up to the relevant change of ownership might be eliminated if there are no hidden reserves reported in the tax balance sheets of the respective companies that are taxable in Germany.

3.6.3 Dividend policy

In Section 15.4 (b) of the Offer Document, the Bidder points out that it is impossible to predict whether it will be possible in coming fiscal years to continue to pay a dividend per Axel Springer Share in the range of amounts previously paid (for the 2017 fiscal year: EUR 2.00; for the 2018 fiscal year: EUR 2.10). At the same time, the Bidder states, however, that it expects the future dividend of Axel Springer to be in the same range as in the 2018 fiscal year or to increase slightly. Future proposals on dividends to be made to the shareholders' meeting will be decided upon by the Executive Board and the Supervisory Board taking into consideration the state of the implementation of the intended growth strategy and the financial means required in this respect. It cannot be ruled out that the dividend policy pursued in the past may be changed in the future.

The Executive Board and the Supervisory Board point out that, to the extent that Traviata B.V. and the Existing Shareholders' Companies will in the future hold the required majority of the voting rights for taking decisions on the utilization of the distributable profit of the respective preceding fiscal year at the annual shareholders' meeting, they may determine the amount of the dividend to be paid based on the respective distributable profit available. This also includes the possibility to resolve that no profits will be distributed.

Should the Offer not have been consummated before the next annual shareholders' meeting in 2020, the Axel Springer Shareholders will also receive a dividend (if any) on Axel Springer Shares tendered for sale in accordance with the resolution on the appropriation of distributable profit adopted by the shareholders' meeting. With regard to the passing of that resolution, the Axel Springer Shareholders are also entitled to exercise the voting rights attached to the Axel Springer Shares tendered for sale. A dividend distribution does not result in an adjustment of the consideration offered.

OBJECTIVES AND INTENTIONS OF THE BIDDER, TRAVIATA B.V. AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

4. Possible consequences for the employees, their terms of employment and their representative bodies at Axel Springer as well as for the locations of Axel Springer

The Executive Board and the Supervisory Board share the opinion of the Bidder as stated in Section 9.3 of the Offer Document that the competence and commitment of the workforce constitutes an essential prerequisite for the current and future business success of the Axel Springer Group. The Executive Board and the Supervisory Board therefore appreciate the fact that the Bidder has announced in the Offer Document that it intends to support Axel Springer in increasing its appeal as an employer. This could contribute, in the opinion of the Executive Board and the Supervisory Board, to further improving the position of the Axel Springer Group as a digital publishing house when competing with other technology companies for qualified staff.

The Bidder acknowledges the competence of the Executive Board of Axel Springer with regard to determining the terms of employment and the personnel situation and, according to its own statements, has no intentions concerning the employees of the Axel Springer Group and their representative bodies or their terms of employment that go beyond supporting the plans and recommendations of the Executive Board. As is presently the case, the Executive Board is the suitable corporate body for coordinating the terms of employment and the personnel situation with the employee representative bodies at Axel Springer in a close and trusting fashion. The close cooperation with the employees' representative bodies has already proven its worth in the past and is planned to be continued also in the future in order to maintain the high level of motivation of the employees of Axel Springer and to keep it up during the pursuit of the long-term growth-strategy. The Executive Board therefore welcomes the aforementioned intentions of the Bidder.

The Executive Board has not taken any decisions in connection with the Offer that affect the employees, their representative bodies, their terms of employment or the sites of Axel Springer. At the same time, the Executive Board and the Supervisory Board will, in line with their practice in the past, continue their cost discipline and reorganize activities that are in decline or do not offer long-term growth. To the extent that due to the strategic cooperation with KKR additional investments are made or planned investments are implemented faster, this may lead to new employment opportunities within the Axel Springer Group.

For Axel Springer employees, the mandatory holding periods with regard to the Axel Springer Shares under employee participation programs are temporarily suspended so that they are able to accept the Offer under the same conditions as all other Axel Springer Shareholders.

Otherwise, no consequences of the Offer affecting the employees, their representative bodies and their terms of employment or the sites of Axel Springer are foreseeable.

POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

The Executive Board and the Supervisory Board appreciate the fact that, according to the Investor Agreement and the Offer Document, the Bidder and Traviata B.V. do not intend to take any structural changes with regard to Axel Springer that may cause an obligation to renegotiate (Neuverhandlungspflicht) employee participation rights within the meaning of Sec. 18 (3) SEBG and that might jeopardize the special protection granted to Axel Springer as a media company ("tendency" protection (Tendenzschutz) within the meaning of German Codetermination Act). The current corporate governance has proven its worth for Axel Springer as an independent media company.

VI. POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

The following explanations are intended to provide Axel Springer Shareholders with the necessary information to evaluate the consequences of accepting the Offer or not. The following information contains aspects that the Executive Board and the Supervisory Board deem relevant for the decision to be made by the Axel Springer Shareholders regarding the acceptance of the Offer. Such a list can never be complete, however, because individual circumstances and special characteristics cannot be taken into consideration. Axel Springer Shareholders must take their own decision as to whether and to what extent they will accept the Offer. The following aspects can only serve as a guideline. All Axel Springer Shareholders should take their own personal circumstances, including their individual tax situation and individual tax consequences of accepting the Offer or not, adequately into account when making the decision. The Executive Board and the Supervisory Board recommend that each Axel Springer Shareholder should obtain expert advice if and to the extent necessary.

1. Possible consequences upon acceptance of the Offer

Taking into account the above, all Axel Springer Shareholders who intend to accept the Offer should, inter alia, note the following:

• Axel Springer Shareholders who accept or have accepted the Offer will no longer benefit from any positive development of the stock exchange price of the Axel Springer Shares or from any favorable business development of the Axel Springer Group as regards their Axel Springer Shares tendered for sale. The stock exchange price of the Listed Axel Springer Shares can also have an impact on the price at which Non-Listed Axel Springer Shares may be sold.

• The consummation of the Offer and the payment of the Offer Price will not take place until all Offer Conditions have either been fulfilled or the Bidder has waived fulfillment thereof, to the extent that this is possible. Until such moment in time, the consummation of the Offer or the final decision on its non-consummation may be delayed. The consummation of

POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

the Offer may, in particular, be delayed on account of regulatory approvals or procedures that must be obtained or completed, respectively, prior to the consummation of the Offer. In the meantime, the Axel Springer Shareholders who have accepted the Offer may also be restricted in their possibilities to dispose of the Axel Springer Shares for which they have accepted the Offer. In these cases, the shareholders have a contractually agreed right of withdrawal from the Offer in accordance with Section 17.2 of the Offer Document only for Non-Listed Axel Springer Shares tendered for sale and held by them.

• The agreements which came into existences as a result of the Offer being accepted will not be performed and will cease to exist (condition subsequent), and delivered Axel Springer Shares will be returned, if the Offer Conditions have not been fulfilled or not validly waived by the Bidder by the end of the Acceptance Period (see Section 12.2 of the Offer Document for further details).

• The Listed Axel Springer Shares tendered for sale and the Non-Listed Axel Springer Shares tendered for sale will in each case have a separate ISIN, and there may be no fungibility between these and the respective Axel Springer Shares not tendered for sale. If the acceptance level is low, liquidity of the Listed Axel Springer Shares tendered for sale may be low and the actual chances of disposal for Non-Listed Axel Springer Shares may be limited, too. The Listed Axel Springer Shares tendered for sale may be traded under the separate ISIN at a different price than the Listed Axel Springer Shares not tendered for sale. Correspondingly, there may be differences in price for Non-Listed Axel Springer Shares as well.

• After the consummation of the Offer and the expiration of the one-year period pursuant to Sec. 3 (5) WpÜG, the Bidder is entitled to acquire additional shares at higher prices over the counter, without being required to raise the Offer Price for the benefit of those Axel Springer Shareholders who have already accepted the Offer. The Bidder might also purchase Axel Springer Shares at a higher price via the stock exchange within the above mentioned one-year period, without being required to amend the Offer Price for the benefit of those Axel Springer Shareholders who have already accepted the Offer.

• Axel Springer Shareholders who accept the Offer do not participate in Compensation Payments, if any, that would be payable by operation of law (or due to the interpretation of the laws based on case law) in the event of certain structural measures, if any, realized after the consummation of the Offer (in particular the conclusion of a domination and profit transfer agreement, a squeeze-out or reorganization measures, which, according to the information provided by the Bidder, are not intended, however). Compensation Payments, if any, would be calculated based on the enterprise value of Axel Springer at a future date

POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

and be subject to control by the courts in the course of appraisal rights proceedings (Spruchverfahren). Such Compensation Payments may be higher or lower than the Offer Price.

2. Possible consequences upon non-acceptance of the Offer

Axel Springer Shareholders who do not accept the Offer and who also do not otherwise sell their Axel Springer Shares remain Axel Springer Shareholders, but should inter alia note the following:

• In accordance with its intention expressed in Section 9.5 of the Offer Document, the Bidder could propose to Axel Springer's Executive Board to apply to the stock exchanges on which the Axel Springer Shares are admitted to trading on the regulated market for revocation of their admission pursuant to Sec. 39 (2) no. 1 BörsG (commonly referred to as a delisting; as regards this possibility cf. also Section V.3.4 of the Statement). If such a Delisting occurs, the tradeability of the currently Listed Axel Springer Shares could be substantially restricted. The revocation of the admission to trading on the regulated market is only permissible according to Sec. 39 (2) sentence 3 no. 1 BörsG if, at the time the application is made, an offer for the acquisition of all Axel Springer Shares that are the subject of the application has been published in accordance with the provisions of the WpÜG ("Delisting Offer"). Depending on the given situation, it is possible that the Offer Price under a Delisting Offer is higher or lower than or equal to the Offer Price of the Offer. Some institutional investors could be obligated in accordance with their fund rules or investment requirements to tender their Axel Springer Shares into a Delisting Offer or to sell them in some other way. A consequence of such other sale could be an oversupply of Listed Axel Springer Shares in a comparatively illiquid market, which could have adverse effects on the price at which the Axel Springer Shares may be traded.

• The Bidder could limit itself to causing Axel Springer's Executive Board to apply for a revocation of the admission of the Axel Springer Shares to the regulated market with additional post-admission obligations (Prime Standard) or to discontinue trading on the open markets of the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart. If the Axel Springer Shares are no longer listed on the Prime Standard, all Axel Springer Shareholders would no longer benefit from the more stringent reporting duties applicable in this sub-segment of the regulated market.

• The Bidder states that, upon consummation of the Offer, neither the Bidder nor Traviata B.V. or the Bidder Parent Companies or Epiktet GmbH & Co. KG or its general partner, Epiktet Verwaltungsgesellschaft mbH, will be obligated to make a mandatory offer to the Axel Springer Shareholders pursuant to Sec. 35 (3) WpÜG.

POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

• The Listed Axel Springer Shares that have not been tendered into the Offer continue to be traded on the respective stock exchanges until a possible Delisting of these Axel Springer Shares occurs. Axel Springer Shareholders bear the risk of the future development of the Axel Springer Group and therefore also of the future development of the stock exchange price of the Axel Springer Shares. The current stock exchange price of the Axel Springer Shares may reflect the fact that the Bidder has published the Offer. It is uncertain whether the stock exchange price of the Axel Springer Shares will increase or decrease in the future or whether it will remain at a similar level. The stock exchange price of the Listed Axel Springer Shares can also have an impact on the price at which Non-Listed Axel Springer Shares may be sold.

• It is possible that, depending on the number of Axel Springer Shareholders who do not accept the Offer, the Minimum Acceptance Threshold for the Offer of 20% will not be met and the Offer will not be consummated (see Section III.7.5 of the Statement). If the Offer is not consummated, this could have material adverse consequences for the stock exchange price of the Listed Axel Springer Shares. The stock exchange price of the Listed Axel Springer Shares can also have an impact on the price at which Non-Listed Axel Springer Shares may be sold.

• The implementation of the Offer will presumably result in a reduction of the free float of Axel Springer Shares. The number of Axel Springer Shares in free float could even be reduced to such an extent that the liquidity of the Listed Axel Springer Shares decreases significantly. As a result, it may not be possible to execute purchase or sell orders relating to Listed Axel Springer Shares, or at least not in a timely manner. Furthermore, the decreasing liquidity of the Listed Axel Springer Shares could result in lower market prices and greater price fluctuations than in the past. Comparable actual difficulties of disposal may also arise for Non-Listed Axel Springer Shares.

• A significant reduction of the market capitalization in free float could result in the Listed Axel Springer Shares being excluded from the MDAX on one of the next index adjustment dates. Specifically, if – in the future – less than 10% of the Listed Axel Springer Shares remain in free float, it is to be expected that Axel Springer will be excluded from the MDAX because this 10% threshold is an obligatory minimum requirement for inclusion of shares in the MDAX. This could lead to investment funds and other institutional investors, whose investments mirror indices such as the MDAX, selling their Listed Axel Springer Shares. This could result in an oversupply of Listed Axel Springer Shares in a comparatively illiquid market, impacting adversely on the stock exchange price of the Listed Axel Springer Shares. The stock exchange price of the Listed Axel Springer Shares

POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

can also have an impact on the price at which Non-Listed Axel Springer Shares may be sold.

• If the Bidder's Offer is consummated, Traviata B.V. together with the Existing Shareholders' Companies will – taking into account the Minimum Acceptance Threshold of 20% provided for in the Offer Document – probably hold an absolute majority of the shares and voting rights. Axel Springer would then be a company controlled jointly by Traviata B.V. and the Existing Shareholders' Companies within the meaning of Sec. 17 AktG (in this regard, cf. Section III.6 of the Statement above). The legal framework for this dependency between the controlling shareholders and Axel Springer is defined by Secs. 311 et seqq. AktG. The controlling shareholders may initiate actions that are disadvantageous to Axel Springer provided that the disadvantage is compensated for in accordance with corporate group law (Konzernrecht). It cannot be ruled out that such actions may result in a weakening of the business and earnings power of Axel Springer.

• To the extent that Traviata B.V. and the Existing Shareholders' Companies will in the future hold the required majority of the voting rights for taking decisions on the utilization of the distributable profit at the shareholders' meeting, they will be able to determine the amount of the dividend to be paid based on the respective distributable profit available. This also includes the option to resolve not to make any distribution of profits or to resolve to make a distribution that is lower compared to the dividend policy pursued in the past.

• Depending on the level of acceptance of the Offer and possible other acquisitions of shares by the Bidder, Traviata B.V., or any person acting jointly with them, or by the Existing Shareholders' Companies, these may jointly have the necessary qualified majority to implement certain corporate structural measures under stock corporation law (Aktienrecht) or to adopt other resolutions of significant importance at the Company's annual shareholders' meeting. Possible structural measures are inter alia (where legally permissible) changes to the Articles of Association, capital increases, exclusion of subscription rights in the event of corporate action, the conclusion of a domination and profit transfer agreement, squeeze-out, restructurings, merger (including merger of both Axel Springer and Traviata B.V. into a company to be newly founded) and dissolution (including dissolution by transfer). According to the Bidder's statement in Section 8.2.4 and 9.5 of the Offer Document, the Bidder and Traviata B.V. pursue a Delisting but no other structural measures.

• Based on a domination and profit transfer agreement, the Bidder or Traviata B.V. would – as the controlling company – be in a position to give the Executive Board of Axel Springer binding instructions regarding the company management. Due to the obligation to transfer

OFFICIAL APPROVALS AND PROCEEDINGS

profits, the entire net income of Axel Springer will be transferred to the Bidder in such case. The outside shareholders will then receive, instead of a dividend, adequate compensation pursuant to Sec. 304 AktG from the controlling company.

• In the event that Traviata B.V. or any other company holds, after the consummation of the Offer or at a later point in time, Axel Springer Shares representing 95% or more of the share capital of Axel Springer, the Bidder could request the transfer of the Axel Springer Shares of the then remaining outside minority shareholders in return for appropriate cash compensation in accordance with Secs. 327a et seqq. AktG (squeeze-out under stock corporation law). If Traviata B.V. or any other company holds, after the consummation of the Offer or at a later point in time, Axel Springer Shares in the amount of at least 90% of the share capital of Axel Springer, it could request the transfer of the remaining Axel Springer Shares in return for appropriate cash compensation under Sec. 62 (5) of the German Transformation Act (Umwandlungsgesetz) and Secs. 327a et seqq. AktG (squeeze- out under merger law). In order to meet the respective holding threshold required, the relevant company could also borrow shares held by other shareholders.

• The Bidder, Traviata B.V. or persons acting in concert with them could cause Axel Springer and Traviata B.V. to be merged into another company. A merger agreement must provide for the then outside Axel Springer Shareholders to receive shares of the acquiring entity as compensation for the loss of their Axel Springer Shares at an appropriate conversion ratio. If the acquiring entity is not a listed stock corporation, SE or KGaA, appropriate cash compensation must be offered to the Axel Springer Shareholders. The latter does not apply in the event that the Axel Springer Shares have been delisted before.

• Some of the aforementioned measures could give rise to an obligation of the Bidder or Traviata B.V. to make an offer to the minority shareholders to acquire their shares for adequate consideration or to pay a recurring compensation amount. Any consideration or compensation payments made to the Axel Springer Shareholders in connection with possible structural measures implemented by the Bidder could be higher or lower than or equal to the Offer Price.

VII. OFFICIAL APPROVALS AND PROCEEDINGS

The Executive Board and the Supervisory Board point out that in Section 11 of the Offer Document, the Bidder has set out that the planned acquisition of Axel Springer Shares requires various merger control, foreign investment and media concentration clearances. The following sets

OFFICIAL APPROVALS AND PROCEEDINGS

out basic information on the official approvals and proceedings required for the transaction as well as on the course of the respective proceedings:

• First of all, the transaction requires, according to the Bidder, a merger control clearance by the European Commission. Due to the business activities of Axel Springer, the Bidder does not expect that the transaction will give rise to serious concerns regarding its compatibility with the common market. Furthermore, the transaction requires clearance by the Competition and Markets Authority (CMA) in the United Kingdom in the event that the CMA declares jurisdiction over the transaction following the United Kingdom's withdrawal from the European Union. Such scenario would only be realistic, however, if the United Kingdom and the European Union cannot reach an agreement that establishes the framework for "Brexit" and contains provisions regarding the treatment of ongoing merger control procedures. According to the Bidder, the transaction furthermore requires clearance in Israel, Serbia, South Africa and possibly Kenya. The Bidder does not expect the transaction to give rise to serious concerns under competition law in any of those four countries. According to the Bidder's assessment, the transaction may only be carried out in the United States once it has been notified to certain US authorities and certain waiting periods have expired. The Bidder assumes that the examination carried out by the US authorities will not give rise to any serious concerns but that the waiting period will be up to one month. The Bidder does not expect the competent authority to have any concerns as to the terms. Finally, the transaction must also be notified to the competent authorities in Egypt, but only after the closing of the transaction. In this case, the Bidder does not expect the competent authority to have any concerns as to the terms either.

• The acquisition of a direct or indirect participation of at least 10% of the voting rights in Axel Springer may be examined by the Federal Ministry for Economic Affairs and Energy pursuant to Sec. 55 of the German Foreign Trade and Payments Regulation (Außenwirtschaftsverordnung) for reasons of public order or security of the Federal Republic of Germany. Within three months as of the publication of the decision to submit the Offer, the Ministry can conduct an ex officio review under foreign trade law, in the wake of which it may impose restrictions on, or prohibit, the acquisition.

• In Germany, the transaction is subject to media concentration control, which serves the safeguarding of pluralism and the prevention of a dominant influence on the broadcasting market. Under the Austrian Cartel Act, the transaction also requires media concentration control aimed at the safeguarding of media plurality. In none of the clearance procedures does the Bidder expect any concerns as to the terms. In addition, the transaction must be notified to the Italian broadcasting regulatory authority after its completion. Due to the

INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

turnover thresholds in Italy, however, only a notification obligation applies in this case and not an approval requirement.

For further details on official approvals and proceedings required according to information provided by the Bidder and on the current state of the proceedings, please refer to the Bidder's further statements in Section 11 of the Offer Document.

VIII. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

1. Specific interests of members of the Executive Board and of the Supervisory Board

1.1 Specific interests of members of the Executive Board

The Chairman of the Executive Board Dr. Mathias Döpfner will become a member of the consortium that is formed subject to the consummation of the Offer and that will comprise the Bidder, Traviata B.V. and the other Existing Shareholders' Companies held by Dr. h.c. Friede Springer. Dr. Mathias Döpfner holds 2,105,145 Axel Springer Shares (approximately 1.95% of the share capital) directly and 923,224 Axel Springer Shares (approximately 0.86% of the share capital) indirectly via Brilliant and, hence, a total of 3,028,369 of all Axel Springer Shares (approximately 2.81% of the share capital). To the Company's knowledge, 1,978,000 shares held by Dr. Mathias Döpfner are subject to a pooling agreement concluded with Dr. h.c. Friede Springer and FSKG. In the Shareholders' Agreement, Dr. Mathias Döpfner has undertaken that, upon the consummation of the takeover offer, he will contribute the Axel Springer Shares directly held by him – except for 126,345 (approximately 0.12%) shares directly held by him – to Epiktet GmbH & Co. KG, which he controls, so that thereafter Epiktet GmbH & Co. KG will hold 1,978,000 Axel Springer Shares (approximately 1.83% of the share capital). Dr. Mathias Döpfner has furthermore undertaken in the Shareholders' Agreement, subject to the consummation of the takeover offer, to coordinate his behavior with regard to Axel Springer and the business strategy of Axel Springer with a consortium comprising the Bidder, Traviata B.V. and the companies controlled by Dr. h.c. Friede Springer. This coordination includes, in particular, the exercising of voting rights attached to Axel Springer Shares that are held directly or indirectly (in this regard, cf. Section III.5.2 of the Statement above). Dr. Mathias Döpfner is, due to him being a party to the Shareholders' Agreement and due to Epiktet GmbH & Co. KG, a company controlled by him, being a party to the Investor Agreement, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) sentence 1 WpÜG (cf. Section 6.4 of the Offer Document).

Where potential conflicts of interests existed, the Chairman of the Executive Board, Dr. Mathias Döpfner, did not participate in the deliberations and resolutions of the Executive Board of Axel Springer regarding the transaction. This particularly applies to deliberations and resolutions on

INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

negotiations with the Bidder regarding the Investor Agreement and the Offer Price. Due to potential conflicts of interest, as a precautionary measure, he has participated neither in the deliberation nor in the resolution of the Executive Board of Axel Springer regarding this Statement.

All other Executive Board members also hold Axel Springer Shares directly and/or indirectly and are not subject to any holding obligations towards the Bidder.

The Executive Board members already in office in the 2016 fiscal year (Dr. Mathias Döpfner, Dr. Julian Deutz, Jan Bayer and Dr. Andreas Wiele) are entitled to enrol in a Long-term Incentive Plan ("LTIP") which was granted to them as of 1 May 2016 and, including holding periods, runs until 2023. Neither the Offer nor the consummation of the Offer will lead to early termination of the LTIP or an acceleration of payments based on the LTIP. The LTIP provides for a participation in the increase in the enterprise value, measured based on market capitalization, in the form of an entitlement to receive cash compensation with a subsequent obligation to buy Axel Springer Shares. The entitlement to compensation presupposes an increase in Axel Springer's market capitalization adjusted for dividends of at least 40% in a set period of time (average value for 90 calendar days until 30 April 2020 or until 30 April 2021) as compared with a reference period in the 2016 fiscal year. If the target is achieved, the Executive Board members participating in the LTIP will be entitled to receive payments in the total amount of 3.63% of the increase in Axel Springer's market capitalization (limited to a maximum of 60% of this increase). The Offer Price exceeds the stock exchange price as of which the relevant increase in the market capitalization is reached based on the current number of shares. As a consequence, claims for payment may arise under the LTIP where the stock exchange price of Axel Springer is close to or exceeds the Offer Price in the periods of time determined in the LTIP.

Dr. Stephanie Caspar, who was appointed to the Executive Board in March 2018, does not participate in the LTIP but in a virtual stock option plan for the Executive Board ("Virtual Stock Option Plan"). For Dr. Caspar to be able to exercise the option rights granted to her under the Virtual Stock Option Plan, inter alia, the stock exchange price of the Axel Springer Shares must significantly exceed the Offer Price after the expiry of a set waiting period. Pursuant to the terms of the Virtual Stock Option Plan, Dr. Stephanie Caspar must still invest in Axel Springer Shares in order to avoid the expiry of rights under the Virtual Stock Option Plan.

The Bidder has stated that, in principle, it considers it sensible that board members participate directly or indirectly in the share capital of Axel Springer in order to set medium- and long-term incentives for a sustainable increase of the enterprise value (cf. Sections 9.4 and 18 of the Offer Document).

INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

The Investor Agreement provides for the current Executive Board of Axel Springer to remain in office. No exceptional rights of termination arise under the service agreements of the individual Executive Board members due to the Offer or its consummation.

1.2 Specific interests of members of the Supervisory Board

Together with the Existing Shareholders' Companies held by her, the Supervisory Board member, Dr. h.c. Friede Springer, will become a member of the consortium that is formed subject to the consummation of the Offer and that will comprise the Bidder, Traviata B.V. and the other Existing Shareholders' Company held by Dr. Mathias Döpfner. Dr. h.c. Friede Springer holds 5,502,450 Axel Springer Shares (approximately 5.1% of the share capital) directly and 40,505,262 Axel Springer Shares (approximately 37.5% of the Axel Springer Shares) indirectly via ASGP, which she controls, and, hence, a total of 46,007,712 of the Axel Springer Shares (approximately 42.6% of the share capital). In the Shareholders' Agreement, Dr. h.c. Friede Springer has undertaken that, upon the consummation of the Offer, she will contribute the Axel Springer Shares directly held by her (except for Axel Springer Shares in a volume corresponding to approximately 1% of the share capital of Axel Springer) to FSKG, which she controls, so that thereafter FSKG will hold approximately 4.1% of the share capital. Dr. h.c. Friede Springer has furthermore undertaken in the Shareholders' Agreement, subject to the consummation of the takeover offer, to coordinate her behavior with regard to Axel Springer and the business strategy of Axel Springer with a consortium comprising the Bidder, Traviata B.V. and the companies controlled by Dr. Mathias Döpfner. This coordination includes, in particular, the exercising of voting rights attached to Axel Springer Shares that are held directly or indirectly (in this regard, cf. Section III.5.2 of the Statement above). Dr. h.c. Friede Springer is, due to her being a party to the Shareholders' Agreement and due to ASGP and FSKG, which are controlled by her, being parties to the Investor Agreement, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) sentence 1 WpÜG (cf. Section 6.4 of the Offer Document).

Where potential conflicts of interests existed, Dr. h.c. Friede Springer did not participate in any deliberations and resolutions of the Supervisory Board of Axel Springer regarding the transaction, in particular, regarding the Investor Agreement and price negotiations conducted with the Bidder. Due to potential conflicts of interest, as a precautionary measure, she has participated neither in the deliberation nor in the resolution on the decision of the Supervisory Board of Axel Springer regarding this Statement.

Of the members of the Supervisory Board, in addition to Dr. h.c. Friede Springer, only Ralph Büchi and Oliver Heine directly or indirectly hold Axel Springer Shares. These shares are not subject to any holding obligations towards the Bidder.

INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER

The Investor Agreement provides for Ralph Büchi to remain the Chairman of the Supervisory Board for the duration of this current term.

2. Agreements with members of the Executive Board or of the Supervisory Board

The Bidder or any persons acting jointly with the Bidder have not entered into any agreements with individual members of the Executive Board or the Supervisory Board except for the Shareholders' Agreement, to which Dr. h.c. Friede Springer and Dr. Mathias Döpfer are a party, and the Investor Agreement, to which the Existing Shareholders' Companies controlled by them are a party, and they did not offer the members of the Executive Board the prospect of amendments or extensions to their service contracts. Additionally, the Executive Board and the Supervisory Board point in this context to the existing pooling agreement of 2012 concluded between Dr. Mathias Döpfner and Dr. h.c. Friede Springer and FSKG.

3. No non-cash benefits or other benefits related to the Offer

The members of the Executive Board and the Supervisory Board have not been granted, promised or given the prospect of financial benefits or any other non-cash benefits by the Bidder or any persons acting jointly with the Bidder.

IX. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER

All of the members of the Executive Board hold Axel Springer Shares. None of the members currently intends to accept the Bidder's Offer for all of the Axel Springer Shares or individual Axel Springer Shares held by them. Dr. Mathias Döpfner has furthermore undertaken, in accordance with the non-acceptance undertaking (Nichtannahmevereinbarung) that he has entered into with the Bidder, not to accept the Offer.

All of the members of the Supervisory Board holding Axel Springer Shares (Ralph Büchi, Dr. h.c. Friede Springer and Oliver Heine) currently intend not to accept the Offer for all of the Axel Springer Shares held by them. Dr. h.c. Friede Springer has furthermore undertaken, in accordance with the non-acceptance undertaking that she has entered into with the Bidder, not to accept the Offer.

RECOMMENDATION

Notwithstanding the recommendation of the Executive Board and the Supervisory Board to the Axel Springer Shareholders to accept the Offer, the Executive Board members and Supervisory Board members, to the extent that they are holding Axel Springer Shares, will keep their shares and will not tender them into the Offer. It is in line with their entrepreneurial beliefs to hold shares in the company managed by them. That way, they want to directly participate in the Company's chances and risks and express their identification with the company and with the growth strategy that the Executive Board has developed. This has been an integral part of the practice of Axel Springer for a long time and was communicated to KKR in advance.

X. RECOMMENDATION

In consideration of the information in this Statement and the overall circumstances in connection with the Offer, the Executive Board and the Supervisory Board are of the opinion that the consideration offered by the Bidder is fair within the meaning of Sec. 31 (1) WpÜG. In addition, they have also taken the Fairness Opinions prepared by the financial advisers Goldman Sachs, Allen & Company and Lazard into account in the assessment of the fairness of the consideration offered.

On this basis, the Executive Board and the Supervisory Board are of the opinion that a strategic investment of KKR in Axel Springer is in the best interest of Axel Springer, its Shareholders and other stakeholders. This is why the Executive Board and the Supervisory Board are in favor of and support the Offer.

In consideration of the above explanations, the Executive Board and the Supervisory Board recommend to all Axel Springer Shareholders that they accept the Offer and tender their Axel Springer Shares into the Offer.

Each Axel Springer Shareholder has to decide whether or not to accept the Offer by considering the overall circumstances, his or her individual circumstances and his or her personal assessment of the potential future performance of the value and the stock exchange price of Axel Springer Shares. Subject to mandatory applicable law, the Executive Board and the Supervisory Board assume no responsibility in the event that the acceptance or non-acceptance of the Offer should subsequently have adverse economic consequences for any Axel Springer Shareholder.

RECOMMENDATION

Berlin, 11 July 2019

Axel Springer SE

The Executive Board The Supervisory Board

Exhibit 1: Fairness Opinion of Goldman Sachs of 11 July 2019 Exhibit 2: Fairness Opinion of Allen & Company of 11 July 2019 Exhibit 3: Fairness Opinion of Lazard of 11 July 2019

Exhibit 1

Fairness Opinion by Goldman Sachs dated 11 July 2019

Goldman Sachs Bank Europe SE ~ MesseTurm ~ Friedrich-Ebert-Anlage 49 ~ D-60308 Frankfurt am Main Tel: +49 {0)69 7532 1000 ~ Fax: +49 (0)69 7532 2800

PERSONAL AND CONFIDENTIAL

July 11, 2019

Executive Board Axel Springer SE Axel-Springer-Str. 65 10888 Berlin

Lady and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view to the holders (other than Dr. h. c. Friede Springer, Dr. Mathias Dopfner (both together the "Core Shareholders"), Axel Springer Gesellschaft fur Publizistik GmbH & Co ("ASGP"), Friede Springer GmbH & Co. KG ("FSKG"), Epiktet GmbH & Co. KG ("Epiktet" and together with A~GP and FSKG the "Core Shareholder Companies"), Brilliant 310. GmbH ("brilliant") and KKR & Co Inc. ("KKR") and their respective affiliates) of the outstanding registered shares with no par value (auf den Namen lautende Stuckaktien), each representing a pro rata amount of the registered share capital of €1.00 per share (each, a "Share" and together, the "Shares"), of Axel Springer SE (the "Company"), a European Company (Societas Europaea, SE) organized and existing under the taws of the Federal Republic of Germany, of the €63.00 in cash per Share to be paid to such holders by Traviata II S.a r.l (a wholly-owned subsidiary of KKR)(the "Bidder") in the Tender Offer (as defined below) pursuant to the Offer Document (as defined below), the investment agreement between the Company, the Bidder, Traviata B.V. (the "Acquirer" and together with the Bidder, the "Investor") and the Core Shareholder Companies, dated as of June 12, 2019 (the "Investment Agreement"), and the letter agreement between the Investor, the Core Shareholders and the Core Shareholder Companies, dated as of June 12, 2019 (the "Letter Agreement" and together with the Investment Agreement, the "Agreements").

As provided in the Agreements and as part of the transaction contemplated in the Agreements and the Offer Document (collectively, the "Transaction Documents" and such transaction, the "Transaction"), the Bidder published on July 5, 2019 the offer document (the "Offer Document") for its voluntary public takeover offer (freiwilliges offentliches Ubernahmeangebot) (the "Tender Offer") pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz — "WpUG") to offer each shareholder of the Company the acquisition of all of their Shares (other than the Shares that are directly or indirectly held by the Core Shareholders and that are to some extent subject to qualified non-tender agreements pursuant to the Letter Agreement). As contemplated by the Agreements, the Offer Document provides that in the course of the settlement of the Tender Offer the tendered shares will be acquired by

Sitz: Frankfurt am Main; Registergericht: Amtsgericht Frankfurt am Main HRB 114190 Vorstand: Dr. Wolfgang Fink (Vorsitzender); Thomas Degn-Petersen; Dr. Matthias Bock; Pierre Chavenon Vorsitzender des Aufsichtsrats: Dermot McDonogh Executive Board Axel Springer SE July 11, 2019 Page 2 the Acquirer and the tendering shareholders of the Company will receive €63.00 for each tendered Share.

Goldman Sachs Bank Europe SE and its affiliates (collectively "Goldman Sachs" or "we") are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invests may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, the Investor, the Core Shareholders, the Core Shareholder Companies, Brilliant, any of their respective affiliates and third parties, including KKR and its affiliates and portfolio companies, or any currency or commodity that may be involved in the Transaction. We have acted as financial advisor to the Executive Board (Vorstanc~ of the Company in connection with, and have participated in certain of the negotiations leading to, the Transaction. We expect to receive fees for our services in connection with the Transaction, the principal portion of which is contingent upon consummation of the Tender Offer, and the Company has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. We have provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which our Investment Banking Division has received, and may receive, compensation. We also have provided certain financial advisory and/or underwriting services to KKR and/or its affiliates and portfolio companies from time to time for which our Investment banking Division has received, and may receive, compensation, including having acted as financial advisor to Capsugel Inc., a portfolio company of funds affiliated with KKR, with respect to its sale in July 2017; as joint bookrunner with respect to the public offering by KKR of 22,000,000 shares of Gardner Common Stock in November 2017; as joint bookrunner with respect to the public offering by Selecta Group B.V., a portfolio company of funds affiliated with KKR, of its 5.875% floating rate guaranteed bonds due 2024 (aggregate principal amount $4,288,000,000) in January 2018; as joint bookrunner with respect to a bank loan (aggregate principal amount $5,709,000,000) for Kohlberg Kravis Roberts & Co. (UK), an affiliate of KKR, with respect to the acquisition of Flora Food Group in March 2018; as joint bookrunner with respect to the public offering by KKR of 26,550,851 shares of Gardner Common Stock in May 2018; as joint lead agent with respect to a bank loan (aggregate principal amount $4,380,000,000) for KKR with respect to its acquisition of BMC Software Inc. in June 2018; as joint lead agent with respect to a bank loan (aggregate principal amount $5,350,000,000) for KKR with respect to its acquisition of Envision Healthcare Corp. in Septer~ber 2018; and as financial advisor to Kohlberg Kravis Roberts & Co. (Asia), an affiliate of KKR, with respect to its acquisition of LCY Chemical Corp. in January 2019. We may also in the future provide financial advisory and/or underwriting services to the Company, the Investor, KKR, the Core Shareholders, the Core Shareholder Companies, Brilliant, and their respective affiliates and, as applicable, portfolio companies for which our Investment Banking Division may receive compensation. Goldman Sachs also may have co- invested with KKR and its affiliates from time to time and may have invested in limited partnership units of affiliates of KKR from time to time and may do so in the future.

In connection with this opinion, eve have reviewed, among other things, the finalized draft of the reasoned statement of the executive board and the supervisory board of the company prepared in accordance with section 27 paragraph 1 VVpUG (Gemeinsame begrundete Stellungnahme des Vorstands and des Aufsichtsrats) in the form approved by you; the Offer Document; the Executive Board Axel Springer SE July 11, 2019 Page 3

Agreements; annual reports to stockholders of the Company for the five years ended December 31, 2018; certain interim reports to stockholders of the Company; certain other communications from the Company to its stockholders; certain publicly available research analyst reports for the Company; and certain internal financial analyses and forecasts for the Company prepared by its management as approved for our use by the Company (the "Forecasts"). We have also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Shares; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the news publishing, classifieds, other digital media and marketing industries and in other industries; and performed such other studies and analyses, and considered such other factors, as we deemed appropriate.

For purposes of rendering this opinion, we have, with your consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, us, without assuming any responsibility for independent verification thereof. In that regard, we have assumed with your consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. We have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and we have not been furnished with any such evaluation or appraisal. We have assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be, obtained without any adverse effect on the expected benefits of the Transaction in any way meaningful to our analysis. We have assumed that the Transaction will be consummated on the terms set forth in the Transaction Documents, without the waiver, modification or addition of any term or condition the effect of which would be in any way meaningful to our analysis.

Our opinion does not address the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the fairness from a financial point of view to the holders (other than the Core Shareholders, the Core Shareholder Companies, Brilliant, KKR and their respective affiliates) of Shares, as of the date hereof, of the €63.00 in cash per Share to be paid to such holders in the Tender Offer pursuant to the Transaction Documents. We do not express any view on, and our opinion does not address, any other term or aspect of the Transaction Documents or the Transaction or any term or aspect of any other agreement or instrument contemplated by the Transaction Documents, entered into or amended in connection with the Transaction or potentially pursued after the Transaction, including, any potential delisting offer, any potential enterprise agreement (Unternehmensvertrag) (e.g., a domination and/or profit and loss pooling agreement), any potential squeeze-out transaction, any potential merger transaction in accordance with the German Transformation Act (Umwandlungsgesetz, UmwG) or any other integration measures involving the Company that may be entered into or taken, as applicable by the Investor, KKR, the Core Shareholders9 the Core Shareholder Companies, Brilliant or any of their respective affiliates subsequent to the completion of the Tender Offer, the fairness of the Transaction to, or any consideration received i n connection Executive Board Axei Springer SE July 11, 2019 Page 4 therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Transaction, whether relative to the €63.00 in cash per Share to be paid to the holders (other than the Core Shareholders, the Core Shareholder Companies, Brilliant, KKR and their respective affiliates) of Shares in the Tender Offer pursuant to the Transaction Documents or otherwise. We are not expressing any opinion as to the prices at which the Shares will trade at any time or as to the impact of the Transaction on the solvency or viability of the Company or the Investor or the ability of the Company or the Investor to pay their respective obligations when they come due. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided solely for the information and assistance of the Executive Board (Vorstana~ of the Company in connection with its consideration of the Tender Offer and such opinion does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Tender Offer or any other matter. This opinion has been approved by a fairness committee of Goldman Sachs.

This opinion is not, is not intended to be and should nat be construed to be, a valuation report (Wertgutachten) of the type typically rendered by qualified auditors (Wirtschaftsprcifer) or independent valuation experts. Accordingly, this opinion has not been prepared in accordance with the standards and guidelines for valuation reports prepared by qualified auditors as set by the German Institute of Public Auditors (Institut der Wirtschaftsprufer in Deutschland e. V., IDVI~ ("IDW"). In particular, this opinion has neither been prepared in accordance with the standards and guidelines set forth by the IDW for the preparation of a company valuation (commonly referred to as "IDW S 1 ") nor the standards and guidelines set forth by the IDW for the preparation of a fairness opinion (commonly referred to as "IDW S 8"). An opinion like this as to whether a consideration is fair from a financial point of view differs in a number of important respects from a valuation report or a fairness opinion prepared by qualified auditors or independent valuation experts as well as from accounting valuations generally. In addition, we do not express any view on, and our opinion does not address, whether or not the terms and conditions of the Tender Offer are consistent with the requirements of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- and Ubernahmegesetz) and the regulations promulgated thereunder or comply with any other legal requirements.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the €63.00 in cash per Share to be paid to the holders (other than the Core Shareholders, the Core Shareholder Companies, Brilliant, KKR and their respective affiliates) of Shares in the Tender Offer pursuant to the Transaction Documents is fair from a financial point of view to such holders of Shares. Executive Board Axel Springer SE July 11, 2019 Page 5

Very truly yours,

Goldman Sachs Bank urope SE Name: ~~rt~ s~~~~ '~~ Title: ~~ ~ ~. `~~~ ~~

Goldman Sachs Bank Europe SE Name: .~-,,..., "!~..,.~-.- Title: ...~ ~~~

Exhibit 2

Fairness Opinion by Allen & Company dated 11 July 2019

Exhibit 3

Fairness Opinion by Lazard dated 11 July 2019

LAZARD

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

11 July2019

Dear Members of the Supervisory Board:

We understand that Traviata II S.ä r.l. (the “Bidder”) launched a public offer on 5 July 2019 (the “Offer” or the “Transaction”) for all of the issued and outstanding ordinary shares (the “Shares”) of Axel Springer SE (the “Company”) for an amount in cash equal to Euro 63.00 per ordinary share (the “Consideration”). We further understand from the offer document {Angebotsunterlage or “Offer Document”) that the Bidder and Traviata B.V. entered into an agreement with Dr. h.c. Friede Springer and Dr. Mathias Döpfner (the “Core Shareholders”) pursuant to which the Core Shareholders agreed not to seil or tender into the Offer the Shares held directly or indirectly by them. While certain provisions of the Offer are summarized herein, the terms and conditions of the Offer are more fully set forth in the Offer Document. The holders of the Shares other than the Core Shareholders, the Bidder or any of their respective affiliates are hereinafter referred to as the “Shareholders”.

You have requested the opinion of Lazard & Co. GmbH (“Lazard”) as of the date hereof as to the faimess, from a financial point of view, to the Shareholders of the Consideration to be paid in the Offer. In connection with this opinion, we have:

(i) reviewed the financial terms and conditions of the Offer as set forth in the Offer Document;

(ii) reviewed certain publicly available historical business and financial information relating to the Company;

(iii) reviewed various financial forecasts and other data provided to us by the Company relating to the business of the Company;

(iv) held discussions with members of the senior management of the Company as well as the Chairman of the Supervisory Board with respect to the business and prospects of the Company;

Lazard & Co. GmbH Neue Mainzer Straße 69-75 AG Frankfurt am Main HRB 39698, DSHD: DE814224949 60311 Frankfurt am Main Geschäftsführer: Ken Oliver Fritz-Früh, Jörg Asmussen, +49 69 1700730 Manuel Echterbecker, Christof Söndermann, Christian Straube www.lazard.com -2- LAZARD

(v) reviewed public Information with respect to certain other Companies in lines of business we believe to be generally relevant in evaluating the business of the Company;

(vi) reviewed the financial terms of certain transactions involving Companies in lines of businesses we believe to be generally relevant in evaluating the business of the Company;

(vii) reviewed the historical stock prices and trading volumes of the Shares; and

(viii) conducted such other financial studies, analyses and investigations as we deemed appropriate.

In preparing this opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of all of the foregoing Information (including publicly available information), including, without limitation, all the financial and other information and reports provided or discussed with us and all representations made to us. We have not undertaken any independent investigation or appraisal of such information, reports or representations. We have not provided, obtained or reviewed on your behalf any specialist advice, including but not limited to, legal, accounting, actuarial, environmental, information technology or tax advice, and accordingly our opinion does not take into account the possible implications of any such specialist advice.

We have assumed that the valuation of assets and liabilities and the profit and cash flow forecasts, including future Capital expenditure projections made by the management of the Company are fair and reasonable. We have not independently investigated, valued or appraised any of the assets or liabilities (contingent or otherwise) of the Company or the solvency or fair value of the Company, and we have not been fumished with any such valuation or appraisal. With respect to the financial forecasts and projections utilized in our analyses, we have assumed, with your consent, that they have been reasonably prepared based on the best currently available estimates and judgments of the management of the Company as to the future results of operations and financial condition and performance of the Company, and we have assumed, with your consent, that such financial forecasts and projections will be realized in the amounts and at the times contemplated thereby. We assume no responsibility or liability for and express no view as to any such forecasts, projections or the assumptions on which they are based.

In preparing our opinion, we have assumed that the Transaction will be consummated on terms and subject to the conditions described in the Offer Document without any waiver or modification of any of its material terms or conditions. We have also assumed that all governmental, regulatory or other approvals and consents required in connection with the consummation of the Offer will be obtained without any reduction in the benefits of the Offer to the shareholders of the Company or any adverse effect on the Company or the Transaction.

Lazard & Co. GmbH Neue Mainzer Straße 69-75 AG Frankfurt am Main HRB 39698, USt-ID: DE814224949 60311 Frankfurt am Main Geschäftsführer: Ken Oliver Fritz-Früh, Jörg Asmussen, +49 69 1700730 Manuel Echterbecker, Christof Söndermann, Christian Straube www.lazard.com -3- LAZARD

Further, our opinion is necessarily based on the financial, economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events or circumstances occurring after the date hereof (including changes in laws and regulations) may affect this opinion and the assumptions used in preparing it, and we do not assume any Obligation to update, revise or reaffirm this opinion.

We are acting as financial advisor to the Supervisory Board of the Company in connection with the Transaction and will receive a fee for our Services, which is payable upon the end of the Offer. Lazard or other Companies of the Lazard Group have in the past provided financial advisory Services to affiliates of the Bidder for which they have received customary fees, are currently providing financial advisory Services to affiliates of the Bidder on matters unrelated to the Transaction for which they will receive customary fees and may in the future provide financial advisory Services to the Company, the Bidder or any of their affiliates for which they may receive customary fees. A member of the Supervisory Board is a member of the board of directors of Lazard Ltd, Lazard’s ultimate Controlling shareholder. In addition, certain Companies ofthe Lazard Group may trade in the Shares and other securities of the Company for their own account and for the accounts of their customers, and accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company, the Bidder and/or certain of their respective affiliates. We do not express any opinion as to the price at which the Shares may trade at any time.

This opinion is being provided solely for the benefit of the Supervisory Board of the Company (in its capacity as such) in connection with, and for the purposes of, in its consideration, in its sole independence of judgment, of the Offer and is not on behalf or for the benefit of, and shall not confer rights or remedies upon any shareholder of the Company, the Bidder or any other person. This opinion may not be used or relied upon by any person other than the Supervisory Board of the Company for any purpose. This opinion addresses only the faimess, as of the date hereof, from a financial point of view, to the Shareholders of the Consideration to be paid in the Offer, and does not address any other aspect or implication of the Transaction, including without limitation, any legal, tax, regulatory or accounting matters or the form or structure of the Transaction, or any agreements or arrangements entered into in connection with, or contemplated by, the Transaction. In particular, we do express any view whether the Consideration will comply with the minimum price requirements as set forth in the German Securities Acquisition and Takeover Act (JVpÜG). In connection with our engagement, we were not authorized to, and we did not, solicit indications of interest from third parties regarding a potential transaction with the Company. In addition, our opinion does not address the relative merits of the Transaction as compared to any alternative transaction or strategy that might be available to the Company or the merits of the underlying decision by the Company to engage in the Transaction. This opinion is not intended to and does not constitute a recommendation to any person as to whether such person should tender Shares pursuant to the Offer or as to how any shareholder of the Company should vote or act with respect to the Offer or any matter relating thereto. Further, this opinion does not in any manner address the prices at which the Shares will trade following the consummation of the Transaction.

This opinion does not represent a valuation as it is usually carried out by auditors according to German Company law requirements and is not be regarded as such. A fairness opinion to assess the fairness from a financial point of view of an offered consideration varies substantially from valuations conducted by auditors. In particular, we have not conducted a valuation in accordance with the mies and procedures of the Institute of Public Auditors in Germany (IDW) (IDW Sl). In addition, this opinion has not been prepared in accordance with the Principles for the Preparation of Fairness Opinions (IDW S8) published by the IDW.

This opinion is confidential and may not be disclosed, referred to or communicated by you (in whole or in pari) to any third party for any purpose whatsoever without our prior written authorization, except that you may publish this opinion as part of your reasoned Statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) in relation to the Transaction.

This opinion is issued in the German language and only the German Version is binding. If any translations of this opinion may be delivered, they are provided only for ease of reference, have no legal effect and we make no representation as to (and accept no liability in respect of) the accuracy of any such translation. This opinion shall be governed by and construed in accordance with German law.

Based on and subject to the foregoing, we are of the opinion, as of the date hereof, that the Consideration to be paid in the Offer is fair, from a financial point of view, to the Shareholders.

Very truly yours,

Lazard & Co. GmbH

Manuel Echterbecker Managing Director

Lazard & Co. GmbH Neue Mainzer Straße 69-75 60311 Frankfurt am Main AG Frankfurt am Main HRB 39698, USt-ID: DE814224949 Geschäftsführer: Ken Oliver Fritz-Früh, Jörg Asmussen, +49 69 1700730 Manuel Echterbecker, Christof Söndermann, Christian Straube www.lazard.com