Financial Statements of SE for the period ending 16December 31, 2016

Financial Statements of Axel Springer SE

3 Balance Sheet

4 Income Statement

5 Notes to the Financial Statements

5 General information

5 Accounting policies

7 Notes to the balance sheet

13 Notes to the income statement

15 Other disclosures

24 Auditor’s Report

The combined management report of Axel Springer SE and Axel Springer Group is published in the Axel Spring- er Group’s 2016 annual report.

2

Financial Statements 2016 Axel Springer SE Balance Sheet

Balance Sheet

€ millions Note 12/31/2016 12/31/2015

Fixed assets (1) 5,605.9 5,572.5

Current assets 298.1 283.4

Prepaid expenses 4.5 1.7

ASSETS 5,908.5 5,857.6

€ millions Note 12/31/2016 12/31/2015

Equity (4) 2,565.8 2,463.6

Provisions (5) 266.7 327.1

Liabilities (6) 3,051.8 3,033.6

Deferred income 24.2 33.3

EQUITY AND LIABILITIES 5,908.5 5,857.6

3

Financial Statements 2016 Axel Springer SE Income Statement

Income Statement

€ millions Note 2016 2015

Net income 296.4 213.5

Distributable profit 205.0 194.2

4 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

Notes to the Financial Statements

General information As a result of the outsourcing of the company's automo- tive, computer, and sports magazine activities on legally Axel Springer SE is a European exchange-listed stock independent subsidiaries with economic effect as of corporation (Societas Europaea) with its head office in January 1, 2016, especially revenues, purchased goods , . The company is registered with the and services, and other operating expenses declined commercial register of Berlin-Charlottenburg Local Court significantly compared with the previous year. To this under the number HRB 154517 B. extent, the previous year's figures are not comparable with the figures for the year under review. The annual financial statements were prepared in ac- cordance with the provisions of the German Commercial Fixed assets Code (Handelsgesetzbuch – HGB) and the German Stock Corporation Act (Aktiengesetz – AktG) in conjunc- Intangible assets and tangible fixed assets that have tion with Article 61 of Council Regulation (EC) No been purchased are recognized at cost. Finite-lived 2157/2001. assets are depreciated systematically using the straight- line method over the expected useful life. Additional The balance sheet and income statement correspond to write-downs to the lower fair value on the balance sheet the classification requirements of the HGB; the income date are charged if the impairment is expected to be statement was prepared using the total cost (nature of permanent. expense) method. The annual financial statements were prepared in (€); all amounts are reported in Systematic depreciation and amortization was based on € millions unless otherwise indicated. Totals and per- the following typical useful lives: centages were calculated based on the non-rounded amounts and may differ from a calculation based in years Useful life on the reported amounts in millions of Euros. To improve clarity and legibility, individual line items were aggregated in the balance sheet and income statement and then presented separately in the notes to the annual financial statements.

The annual financial statements and the combined man- agement report of the Company and Axel Springer Group will be published in the Federal Gazette. Accounting policies

The accounting regulation reforms under the Accounting Directive Implementation Act (Bilanzrichtlinie-Umsetzungs- gesetz – BilRUG) were fully implemented in the reporting period. The resulting effects on the recognition, meas- Non-current financial assets are recognized at acquisi- urement, and presentation of individual line items of the tion cost or at the lower fair value on the balance sheet financial statements have been noted in the following date if impairments are expected to be permanent. presentation of accounting policies and in the notes to the balance sheet and the income statement, respective- ly.

5 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

Current assets liabilities and expected losses from executory contracts in the necessary settlement amount, taking into account Raw materials and supplies as well as merchandise are expected price and cost increases. Provisions with a measured at acquisition cost or the lower fair value on remaining term of more than one year are discounted at the balance sheet date; semi-finished and finished goods the matching average market interest rate of the past are measured at production cost. In addition to direct seven financial years. material and labor costs, production cost includes an appropriate share of the necessary indirect material and Net interest income only includes interest from the com- labor costs, including depreciation to the extent they are pounding of provisions attributable to the reporting year. related to production. Inventory risks associated with the Income and expenses from plan assets are combined storage period or reduced utility are accounted for with the interest cost of pension provisions. Income and through appropriate allowances. expenses resulting from changes in the actuarial interest rate are recognized under other operating income and Receivables and other assets are recognized at nominal personnel expenses respectively. value or acquisition cost or the lower fair value on the balance sheet date. Individual risks are accounted for Liabilities are recognized at the settlement amount. through adequate allowances. Taxes Cash and cash equivalents include cash on hand, cash in banks as well as checks and are recognized at nomi- Deferred taxes nal value or the lower fair value on the balance sheet Deferred taxes are calculated for temporary differences date. between the tax bases of assets and liabilities and the carrying amounts of those assets and liabilities in the Provisions and liabilities separate financial statements as well as for interest and losses carried forward. Dependent enterprises in the Provisions for pensions and similar obligations (“Pension fiscal unit for income tax purposes and partnerships in provisions”) are measured on the basis of actuarial calcu- which Axel Springer SE is invested are also included in lations according to the projected unit credit method and the calculation. Deferred tax assets and liabilities are reflect future compensation and pension adjustments. netted; any resulting net deferred tax assets are not Discounting is based on the average market interest rate recognized. of the past ten (PY: seven) financial years on the basis of an assumed remaining maturity of 15 years. Other taxes Since the reporting year, expenses for other taxes have In order to secure and fulfill pension obligations of Axel been reported under other operating expenses and are Springer SE a so-called Contractual Trust Arrangement listed separately in the notes. The prior-year figures have exists. The legally independent registered association, been adjusted accordingly. Axel Springer Pensionstreuhand e.V., Berlin, is responsi- ble for the management in trust of assets that serve only Currency translation to fulfill pension obligations and are protected from ac- cess by all other creditors (plan assets). The plan assets As a rule, receivables and other assets, cash and cash are measured at fair value and netted with the pension equivalents, and liabilities denominated in foreign curren- provisions. cy are translated at the mean spot exchange rate prevail- ing on the balance sheet date. Provisions for taxes and other provisions are recognized based on prudent business judgment for contingent

6 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

Financial derivatives together with the underlying transactions in reporting units if the requirements for hedge accounting have been Financial derivatives can be used according to the Com- met. Otherwise, they are measured separately at fair pany's guidelines, in particular to hedge interest rate and value and unrealized losses are recognized in the income currency risks. Financial derivatives are normally grouped statement.

Notes to the balance sheet

(1) Fixed assets

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

12/31/2016 120.4 2.0 122.4

Accumulated amortization and impairments

12/31/2016 102.3 0.0 102.3

Carrying amounts

12/31/2016 18.1 2.0 20.1

Impairments of intangible assets in the amount of € 1.8 million (PY: € 0.3 million) were recognized in the reporting period.

7 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

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

12/31/2016 263.5 14.9 60.4 46.9 385.7

Accumulated depreciation and impairments

12/31/2016 172.7 13.0 49.4 0.0 235.1

Carrying amounts

12/31/2016 90.8 1.9 11.0 46.9 150.6

The disposals of the financial year largely related to the sale of the office building complex in .

8 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

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

12/31/2016 5,438.5 107.0 37.6 9.4 0.6 5,593.1

Accumulated impairments

12/31/2016 139.6 0.0 8.8 9.4 0.1 157.9

Carrying amounts

12/31/2016 5,298.9 107.0 28.8 0.0 0.5 5,435.2

Impairments of non-current financial assets in the amount to affiliated companies in order to finance company of € 18.8 million (PY: € 54.9 million) were recognized in acquisitions. Other loans decreased mainly as a result of the reporting period. the prematurely repayments of the vendor loans granted in connection with the sale of our national regional The additions largely related to additional contributions to , as well as TV program guides and wom- affiliated companies' additional paid-in capital and loans en’s magazines in the 2014 financial year.

(2) Inventories (3) Receivables and other assets

€ millions 12/31/2016 12/31/2015 € millions 12/31/2016 12/31/2015

Inventories 2.2 2.2

In the previous year, a partial amount of advance pay- Receivables and other assets 278.1 244.8 ments amounting to € 9.3 million was deducted from semi-finished goods and services amounting to € 9.6 million. Receivables from affiliated companies mainly included financial receivables from Group-wide cash management.

9 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

(4) Equity Retained earnings Retained earnings developed as follows: Subscribed capital The fully paid-in capital stock of € 107.9 million compris- Other Statutory retained Retained es 107,895,311 registered no-par-value shares, each € millions reserve earnings earnings with a notional value of € 1.00 per share. Shares can only be transferred with the Company's consent.

Authorized capital Balance at 12/31/2016 10.2 1,694.8 1,705.0 At the annual shareholders' meeting of April 14, 2015, the Executive Board, with the consent of the Supervisory Board, was authorized to increase the capital stock by up to € 11,000,000 by April 13, 2020 through the issue As of December 31, 2016, retained earnings of € 33.9 of new registered no-par-value shares against cash million (PY: € 10.9 million) were subject to a profit distri- contributions and/or contributions in kind (authorized bution restriction. The restriction amount resulted from capital). In this regard, the Executive Board can, with the the fair value measurements of plan assets in the amount consent of the Supervisory Board, exclude shareholders' of € 4.1 million (PY: € 7.5 million) and from the meas- subscription rights in the event of a capital increase urement of the settlement amount of pension obligations against contributions in kind. in the amount of € 19.3 million (PY: € 0.0 million), see Note (5). Additionally, deferred tax liabilities recognized to By resolution of the Axel Springer SE Executive Board on these effects led to a calculative surplus of deferred tax December 3, 2015, and the consent of the Supervisory assets, which raised the restricted retained earnings in Board on that same date, the capital stock was in- the amount of € 10.5 million (PY: € 3.4 million). creased by € 8,955,311 to € 107,895,311 as a result of the issue of 8,955,311 registered no-par-value shares (5) Provisions with dividend entitlement as of January 1, 2015. The capital was increased against contributions in kind, while € millions 12/31/2016 12/31/2015 excluding subscription rights. This was entered into the commercial register on December 9, 2015. The new shares were issued in consideration of the acquisition of company shares. The value of contributions in kind Provisions 266.7 327.1 amounted to € 462.9 million. The resulting premium of € 453.9 million was allocated to the additional paid-in capital. Pension provisions As of December 31, 2016, the remaining authorized Pension provisions were determined as follows: capital amounted unchanged to € 2,044,689.

€ millions 12/31/2016 12/31/2015 Additional paid-in capital As at the balance sheet date, the additional paid-in capi- tal remained unchanged at € 547.9 Mio. Pension provisions 125.4 142.8

10 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

Pension provisions were recognized to account for obli- chase price of € 67.5 million based on the sale as of gations arising from vested pension rights and current January 1, 2016. Non-current securities exclusively benefits of former and active employees of Axel Springer comprised shares in a special alternative investment fund SE and their surviving dependents, based on individual (AIF) as defined in the German Capital Investment Code contracts, labor management agreements, and contribu- (investment assets), which invests in particular in securi- tions made to a company pension plan by way of salary ties, money market instruments, and derivatives. The conversion (Axel Springer Vario Rente). recognized market value of the investment assets corre- sponded to their share value. Cash and cash equivalents The settlement amount was determined based on an were recognized at the nominal amount. actuarial interest rate of 4.0 % (PY: 3.9 %) p.a. as well as a pension and qualifying trend of 1.50 % (PY: 1.75 %) p.a. The following acquisition costs were incurred for plan assets: The life expectancy was taken from Dr. Klaus Heubeck's Mortality Tables 2005 G. € millions 12/31/2016 12/31/2015

The settlement amount of pension obligations using an interest rate based on the average market interest rate of the past seven financial years (3.2 %) amounted to Acquisition cost of plan assets 154.4 149.7 € 313.7 million. The difference of € 28.0 million com- pared to the amount actually recognized (€ 285.7 million) was subject to a profit distribution restriction, taking deferred taxes into account (see Note (4)). Other provisions Other provisions included, in particular, provisions for Plan assets comprised the following: performance-dependent compensation and share-based payment plans (€ 47.0 million.; PY: € 59.0 million), struc- € millions 12/31/2016 12/31/2015 tural measures (€ 9.7 million; PY: € 24.1 million), com- mitments based on partial retirement agreements (€ 13.2 million; PY: € 16.8 million), outstanding supplier invoices (€ 13.5 million; PY: € 13.4 million) and granted

Fair value of plan assets 160.3 160.6 guarantees in connection with the sale of German re- gional newspapers, TV program guides, and women’s magazines in the financial year 2014 (€ 9.2 million; PY: € 14.8 million). In the previous year, land and buildings included office properties which had been valued at the agreed pur-

11 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

(6) Liabilities

Remaining term Remaining term

longer longer than 1 longer than 1 longer up to 1 year, up to than 5 up to 1 year, up to than 5 € millions 12/31/2016 year 5 years years 12/31/2015 year 5 years years

Liabilities 3,051.8 1,638.2 1,413.6 0.0 3,033.6 1,745.9 1,287.4 0.1

Liabilities to affiliated companies included mainly financial (8) Transactions not included on the balance sheet liabilities arising from Group-wide cash management. From 2011 to 2013, three sections of the Axel Springer Other liabilities included tax liabilities of € 8.2 million (PY: office building in Hamburg were transferred in trust to € 7.5 million). Axel Springer Pensionstreuhand e.V. (hereinafter the "Association") for recognition as plan assets. Axel (7) Contingent liabilities Springer SE entered into lease agreements expiring in August 2031 with the Association for the continued use As of the reporting date, the following contingent liabili- of the building sections. In connection with the sale of ties existed: the building sections by the Association on Janu- ary 1, 2016, the lease agreements were terminated Mio. € 12/31/2016 12/31/2015 prematurely at the end of the financial year 2015, so that no further leasing expenses were incurred.

(9) Other financial commitments

Contingent liabilities 48.1 64.5 Other financial commitments as of the reporting date amounted to € 254.3 million (PY: € 30.0 million) as a result of the new construction project at the Berlin loca- The claims from the cited contingent liabilities are not tion. expected to be asserted based on the beneficiaries' previous payment practices and taking into account the (10) Financial derivatives knowledge acquired leading up to the preparation date. Forward exchange deals As of the reporting date, there were no pending forward exchange deals. As of December 31, 2015, there were long-term forward exchange deals on the sale of

12 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

GBP 60.7 million. The fair value determined on the basis Notes to the income statement of forward exchange rates amounted to € -11.0 million. The forward exchange deals were passed on to subsidi- aries under identical terms and conditions (purchase of (12) Revenues foreign currencies). The respective purchase and sale of foreign currencies were treated as hedges and were not € millions 2016 2015 recognized.

In addition, there were short-term forward exchange deals on the purchase of CHF 20.0 million and

GBP 6.1 million that were recognized separately as of Revenues 833.1 998.1 the balance sheet date. The fair values determined on the basis of forward exchange rates amounted to € -0.1 million and € 0.0 million. The negative fair value was correspondingly recognized as a liability. As a result of the redefinition of revenues according to the BilRUG, the previous year's revenues would have Foreign exchange options been higher by € 72.2 million, while the other operating As of the reporting date, there were no pending forward income would have been correspondingly lower. The exchange options. As of December 31, 2015, there were prior-year figures were restated to improve comparability short-term foreign exchange options on the sale of with the amounts for the year under review. USD 34.5 million and on the purchase of USD 4.5 million. The fair values determined on the basis of accepted Revenues were realized almost entirely in Germany. option pricing models amounted to € 0.5 million and € 0.1 million, respectively. The foreign exchange options (13) Other operating income and expenses were passed on to subsidiaries under identical terms and conditions. The respective counterpart foreign exchange Concerning the adjustment of the other operating in- options were treated as hedges and were not recog- come of the previous year, see Note (12). Income unre- nized. lated to the accounting period from the disposal of fixed assets (€ 98.4 million; PY: € 0.3 million), from the rever- (11) Deferred taxes sal of provisions (€ 31.1 million; PY: € 12.3 million), and from receivables written down in previous years (€ 0.5 Deferred taxes were calculated based on a combined million; PY: € 26.8 million) was recognized under other income tax rate of 31.0 %, remaining unchanged from operating income. last year. As in the previous year, the calculation of taxes as of December 31, 2016, resulted in net deferred tax Income from the disposal of fixed assets in the amount assets. This was mainly the result of the lower measure- of € 91.2 million was exceptional and resulted from the ment of pension obligations for tax purposes. sale of the office building complex in Hamburg.

Currency translation in the reporting period resulted in gains of € 5.3 million (PY: € 11.7 million) and losses of € 5.8 million (PY: € 15.9 million).

Other operating expenses contained expenses from other taxes in the amount of € 3.9 million (PY: € 2.2 million).

13 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

(14) Purchased goods and services (16) Net income from non-current financial assets

€ millions 2016 2015 € millions 2016 2015

Profit and loss transfer 207.5 284.5 Purchased goods and services 208.5 272.9

(15) Personnel expenses

€ millions 2016 2015 Net income from non-current financial assets 233.2 279.6

Personnel expenses 203.9 266.8 (17) Net interest income

€ millions 2016 2015

The average number of employees during the year was as follows:

2016 2015

Total employees 1,586 1,861 Net interest income – 30.1 – 28.5

Interest expenses from the compounding of pension provisions (€ 11.7 million; PY: € 7.7 million) included expenses from plan assets in the amount of € 0.3 million (PY: income in the amount of € 4.9 million).

14 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

Other disclosures

(18) Supervisory Board

Dr. Giuseppe Vita Dr. Nicola Leibinger-Kammüller Chairman of the Supervisory Board of Axel Springer SE President and Chairwoman of the Managing Board of TRUMPF Seats on comparable boards in Germany and abroad: GmbH + Co. KG . UniCredit S.p.A., Italy (Chairman of the Board of Directors) Seats on other mandatory supervisory boards: . Lufthansa AG (until April 2016) Dr. h. c. . Siemens AG Vice Chairwoman of the Supervisory Board of Axel Springer SE . Voith GmbH Seats on other mandatory supervisory boards: . ALBA Finance plc & Co. KG aA (until December 2016) Prof. Dr.-Ing. Wolfgang Reitzle . ALBA plc & Co. KG aA (until December 2016) Entrepreneur Seats on comparable boards in Germany and abroad: Seats on other mandatory supervisory boards: . ALBA Group plc & Co. KG (Advisory Board, until December 2016) . Continental AG (Chairman) . Hawesko Holding AG (Vice Chairman) William E. Ford (since August 29, 2016) . Linde AG (Chairman, since May 2016) CEO General Atlantic . Medical Park AG (Chairman) Seats on comparable boards in Germany and abroad: Seats on comparable boards in Germany and abroad: . IHS Markit Ltd., Great Britain (Board of Directors) . Ivoclar Vivadent AG, Liechtenstein (Board of Directors) . Oak Hill Advisors, L.P., USA (Partnership Committee) . LafargeHolcim Ltd., Switzerland (Chairman of the Board of Directors, . TBG AG, Switzerland (Board of Directors) since May 2016) . Tory Burch LLC, USA (Board of Directors) Martin Varsavsky Oliver Heine CEO Prelude Fertility Inc. Attorney at law and partner in the law firm Heine & Partner Seats on comparable boards in Germany and abroad: Seats on comparable boards in Germany and abroad: . Fon Wireless Limited, Great Britain (Chairman of the Board of Directors) . YooApplications AG, Switzerland (Board of Directors) Prof. Dr. (until July 31, 2016) Rudolf Knepper University Professor (emer.) FU Berlin; Permanent Fellow (emer.) Entrepreneur of the Wissenschaftskolleg zu Berlin (Institute for Advanced Lothar Lanz Study Berlin) Member of various supervisory boards Seats on other mandatory supervisory boards:

. Bauwert AG (Chairman) . Home 24 AG (Chairman)

. TAG Immobilien AG (Vice Chairman) . Zalando SE (since May 2016 Chairman, previously member of the Supervisory Board) Seats on comparable boards in Germany and abroad: . Do∕an TV Holding A.S., Turkey (Supervisory Board) . Kinnevik AB, Sweden (Board of Directors, since May 2016)

15 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

(19) Executive Board

Dr. Mathias Döpfner Dr. Andreas Wiele Chairman and Chief Executive Officer President Marketing and Classified Ad Models Journalist Lawyer Seats on comparable boards in Germany and abroad: Seats on mandatory supervisory boards: . Axel Springer Schweiz AG, Switzerland (Chairman of the Board of . Immowelt AG (Chairman) Directors) . Immowelt Holding AG (Chairman) . Inc., USA (Chairman of the Board of Directors) . ZANOX AG (Chairman) . eMarketer Inc., USA (Board of Directors, since July 2016) Seats on comparable boards in Germany and abroad: . Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors) . @Leisure Holding B.V., Netherlands (Chairman of the Board of Directors) . Time Warner Inc., USA (Board of Directors) . AUFEMININ SA, France (Board of Directors) . Vodafone Group Plc., Great Britain (Board of Directors) . Axel Springer Digital Classifieds France SAS, France (Chairman of the . Warner Music Group Corp., USA (Board of Directors) Supervisory Board) . Axel Springer Digital Classifieds GmbH (Chairman of the Supervisory Jan Bayer Board, until February 2016) President Paid Models . Business Insider Inc., USA (Board of Directors) Media scholar . Car & Boat Media SAS, France (Chairman of the Supervisory Board) Seats on comparable boards in Germany and abroad: . Coral-Tell Ltd., Israel (Chairman of the Board of Directors) . Business Insider Inc., USA (Board of Directors) . Immoweb SA, Belgium (Chairman of the Board of Directors) . eMarketer Inc., USA (Board of Directors, since July 2016) . Media Impact GmbH & Co. KG (Advisory Board) . Media Impact GmbH & Co. KG (Advisory Board) . meinestadt.de GmbH (Chairman of the Supervisory Board) . Ringier Axel Springer Media AG, Switzerland (Board of Directors, since . SeLoger.com SAS, France (Chairman of the Supervisory Board) June 2016) . StepStone GmbH (Chairman of the Supervisory Board)

Dr. Julian Deutz Chief Financial Officer Master’s Degree in Business Administration Seats on mandatory supervisory boards: . Immowelt AG (from June 2016 until December 2016) . Immowelt Holding AG (from June 2016 until December 2016) Seats on comparable boards in Germany and abroad: . Axel Springer Digital Classifieds GmbH (Supervisory Board, until February 2016) . Axel Springer International AG, Switzerland (Board of Directors) . Axel Springer Schweiz AG, Switzerland (Board of Directors) . ITAS Media Private Limited, India (Board of Directors, until October 2016) . Ringier Axel Springer Management AG, Switzerland (Board of Direc- tors, until June 2016) . Ringier Axel Springer Media AG, Switzerland (Board of Directors, until June 2016) . Ringier Axel Springer Schweiz AG, Switzerland (Board of Directors) . SeLoger.com SAS, France (Supervisory Board) . StepStone GmbH (Supervisory Board)

16 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

(20) Compensation of the Supervisory Board and participation in the increase in the company value, the Executive Board measured on the basis of market capitalization. It will be distributed in the form of a cash bonus and contains a The remuneration of the members of the Supervisory subsequent obligation to purchase Axel Springer shares Board in the reporting period amounted to € 3.0 million in the corresponding amount. At the grant date, the (PY: € 3.0 million). value of the LTIP was determined at € 32.1 million using a stochastic model for the valuation of stock options. The remuneration of the members of the Executive Board of Axel Springer SE amounted to € 19.2 million The remuneration of former members of the Executive (PY: € 18.9 million). As of May 1, 2016, the current Board and their surviving dependents in the reporting members of the Executive Board were granted addition- period amounted to € 2.7 million (PY: € 2.7 million); ally a long-term variable remuneration in the form of a provisions in the amount of € 27.5 million (PY: € 29.9 long-term incentive plan (“LTIP“) with a duration – includ- million) were recognized for pension obligations. ing lock-up periods – until 2023. The LTIP stipulates a

(21) List of investments

Significant investments as of December 31, 2016 are listed below.

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

1 @Leisure BR B.V., Eindhoven, Netherlands 100.0 2 32.1 7.3 20 Axel Springer Digital GmbH, Berlin 100.0 2,733.8 0.0 2) @Leisure Holding B.V., Rotterdam, Axel Springer Digital Ventures GmbH, 2 51.0 19 7.3 4.5 21 100.0 20 420.8 0.0 2) Netherlands Berlin AanZee VillaXL B.V. (previously Villa XL Axel Springer Druckhaus Spandau GmbH 3 100.0 2 0.2 0.1 22 100.0 2.4 – 1.3 B.V.), Bergen, Netherlands & Co. KG, Berlin 4 AC3 SAS, Guipavas, France 40.0 122 - - 5) 23 Axel Springer España S.A., Madrid, Spain 100.0 3.8 – 1.7 5 Airbnb, Inc., San Francisco, USA 0.1 - - 6) Axel Springer Financial Media GmbH, 24 100.0 1.3 0.0 Munich 6 alFemminile s.r.l., Milan, Italy 100.0 12 5.9 – 0.8 25 Axel Springer France S.A.S., , France 100.0 – 0.4 – 0.8 ANTENNE BAYERN GmbH & Co. KG, 7 16.0 - - 6) Ismaning Axel Springer ideAS Engineering GmbH, 26 100.0 42 0.1 0.0 2) Berlin 8 APM Print d.o.o., Belgrade, Serbia/Kosovo 100.0 111 4.3 0.7 Axel Springer ideAS Ventures GmbH, 2) AS TV-Produktions- und Vertriebsges. 27 100.0 42 4.8 0.0 9 100.0 2.8 0.8 Berlin mbH, Hamburg 28 Axel Springer International GmbH, Berlin 100.0 0.0 0.0 2) 10 AS TYFP Media GmbH & Co. KG, Berlin 50.0 16.1 – 0.1 Axel Springer International Holding GmbH, 29 100.0 28 1,952.6 0.0 2) 11 AS-NYOMDA Kft, Kecskemét, Hungary 100.0 113 0.9 1.2 Berlin

12 AUFEMININ SA, Paris, France 78.4 29 104.9 35.6 Axel Springer International Limited, 30 100.0 29 472.4 25.7 Axel Springer All Media GmbH & Co. KG, London, Great Britain 13 100.0 0.0 – 0.1 Berlin Axel Springer Kundenservice GmbH, 31 100.0 0.5 0.0 2) 14 Axel Springer Asia GmbH, Hamburg 100.0 29 12.0 – 0.5 Hamburg Axel Springer Mediahouse Berlin GmbH, Axel Springer Auto-Verlag GmbH (previ- 32 100.0 1.1 0.0 2) 15 ously Axel Springer Auto & Motorsport 100.0 0.0 0.0 2) Berlin Verlag GmbH), Hamburg 33 Axel Springer Norway AS, Oslo, Norway 100.0 30 204.3 4.5

Axel Springer Beteiligungen Schweiz AG, 3) Axel Springer Offsetdruckerei Ahrensburg 16 100.0 37 31.0 – 1.5 34 100.0 16.9 0.6 Zurich, Switzerland GmbH & Co. KG, Ahrensburg

Axel Springer Digital Classifieds France Axel Springer Offsetdruckerei Kettwig 17 100.0 19 606.2 – 10.3 35 100.0 5.8 – 0.9 SAS, Paris, France GmbH & Co. KG,

Axel Springer Digital Classifieds GmbH, 2) Axel Springer Plug and Play Accelerator 18 100.0 20 949.4 0.0 36 50.0 21 2.6 – 0.7 Berlin GmbH, Berlin

Axel Springer Digital Classifieds Holding 2) Axel Springer Schweiz AG, Zurich, 19 100.0 18 993.6 0.0 37 100.0 32.4 – 3.5 GmbH, Berlin Switzerland

17 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

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

Axel Springer Services & Immobilien 78 Idealo Internet GmbH, Berlin 74.9 20 28.2 22.9 38 100.0 2.2 0.0 2) GmbH, Berlin 79 Immonet GmbH, Hamburg 100.0 82 30.2 5.9 39 Axel Springer Sport Verlag GmbH, Hamburg 100.0 0.0 0.0 2) 80 Immoweb SA, Brussels, Belgium 80.0 17 54.8 14.6 40 Axel Springer Syndication GmbH, Berlin 100.0 42 0.5 0.0 2) 81 Immowelt AG, Nuremberg 100.0 82 10.1 2.8 Axel Springer TV Productions GmbH, 41 100.0 3.2 0.0 2) Hamburg 82 Immowelt Holding AG, Nuremberg 55.0 19 152.4 4.2

"Axel Springer Verlag" Beteiligungsgesell- 83 INFOR BIZNES Sp. z o.o., Warsaw, 49.0 112 7.4 0.6 42 100.0 170.5 0.0 2) schaft mbH, Berlin 84 Jobs.ie Ltd, Dublin, Ireland 100.0 121 8.3 2.7 2) 43 B.Z. Ullstein GmbH, Berlin 100.0 42 15.4 0.0 Jobsite UK (Worldwide) Limited, London, 85 100.0 128 17.6 10.6 44 Belles Demeures S.A.S., Paris, France 100.0 105 2.9 1.2 Great Britain

Bilanz Deutschland Wirtschaftsmagazin 86 Lakestar II LP, Guernsey, Guernsey 6.6 21 69.3 – 4.3 45 100.0 42 0.0 0.0 2) GmbH, Hamburg Land & Leisure A/S, Copenhagen, 87 100.0 2 45.8 2.6 4) 46 GmbH & Co. KG, Berlin 100.0 67.5 4.7 Denmark

47 Blikk Kft., Budapest, Hungary 100.0 114 0.3 2.7 88 Livingly Media, Inc., San Carlos, USA 100.0 12 – 3.3 – 5.6

Bonial Enterprises North America Inc., New 89 Marmiton SAS, Paris, France 100.0 12 8.9 3.0 48 100.0 49 3.2 – 15.9 York, USA 90 Maz&More TV-Produktion GmbH, Berlin 100.0 138 0.0 0.0 2)

49 Bonial Holding GmbH, Berlin 72.5 20 1.8 – 0.2 91 Media Impact GmbH & Co. KG, Berlin 74.9 13 2.7 – 14.2 2) 50 Bonial International GmbH, Berlin 100.0 49 18.6 0.0 50.0 115 Media Impact Polska Sp. z o.o., Warsaw, 92 5.5 1.5 51 Bonial SAS, Paris, France 100.0 50 – 3.8 – 0.7 Poland 50.0 99

52 Bonial Ventures GmbH, Berlin 74.9 – 4.7 – 0.8 93 meinestadt.de GmbH, Cologne 100.0 94 10.2 0.0 2)

53 Business Insider Inc., New York City, USA 100.0 21 26.2 – 17.7 94 meinestadt.de Holding GmbH, Berlin 100.0 19 63.2 1.3

54 Candidate Manager Ltd, Dublin, Ireland 100.0 121 – 1.3 0.4 Milkround Online Ltd., London, Great 95 100.0 130 10.2 1.3 61.0 19 Britain

55 Car&Boat Media SAS, Paris, France 57.3 10.7 39.0 17 96 My Little Paris S.A.S., Paris, France 70.0 12 10.1 3.6

56 Casamundo GmbH, Hamburg 100.0 3 2.3 1.1 97 Netmums Limited, London, Great Britain 100.0 12 11.6 2.6

57 Commerz-Film GmbH, Berlin 100.0 29 326.6 – 12.2 98 ONET Holding Sp. z o.o., Warsaw, Poland 75.0 114 278.3 10.0 Onet.S.A. (previously Grupa Onet.pl SA), COMPUTER BILD Digital GmbH (previously 99 100.0 98 144.5 4.8 58 Axel Springer Computer Verlag GmbH), 100.0 0.0 0.0 2) Krakow, Poland Hamburg 100 OnetMarketing Sp. z o.o., Krakow, Poland 100.0 99 99.7 6.6

59 Coral-Tell Ltd., Tel Aviv, Israel 100.0 19 19.7 12.2 101 Ozy Media, Inc., Mountain View CA, USA 16.8 21 11.9 – 14.2 4) 60 DanCenter A/S, Copenhagen, Denmark 100.0 87 6.0 3.9 PACE Paparazzi Catering & Event GmbH, 102 100.0 0.3 0.0 2) Digital Window Limited, London, Great Berlin 61 100.0 140 33.6 9.5 Britain 103 Pnet (Pty) Ltd, Johannesburg, South Africa 100.0 121 6.0 1.4

62 Doğan TV Holding A.S., Istanbul, Turkey 7.0 57 413.5 – 46.3 104 Praxis SARL, Chambery, France 100.0 105 – 0.5 – 0.7

DreamLab sp. z o.o. (previously DreamLab 63 100.0 99 5.6 3.1 105 PressImmo On Line S.A.S., Paris, France 100.0 122 127.7 43.6 Onet.pl sp. z o.o.), Krakow, Poland 106 profession.hu Kft, Budapest, Hungary 100.0 114 1.5 3.6 Dreizehnte "Media" Vermögensverwal- 64 100.0 3.2 0.0 tungsges. mbH, Hamburg 107 Project A Ventures GmbH & Co. KG, Berlin 26.3 20 58.8 – 2.2

Editions Mondadori Axel Springer (EMAS) 108 QWANT SAS, Paris, France 19.0 21 3.4 – 4.1 65 50.0 25 7.4 7.2 S.E.N.C., Montrouge Cedex, France Radio Hamburg GmbH & Co. KG, 109 35.0 6.4 4.8 66 eMarketer Inc., New York, USA 93.4 21 5.6 6.2 Hamburg

EMAS Digital SAS, Montrouge Cedex, RADIO/TELE FFH GmbH & Co. Betriebs- 67 50.0 25 – 3.3 – 2.4 110 15.0 - - 6) France KG, Bad Vilbel

ENFEMENINO AUFEMININ S.A (previously Ringier Axel Springer d.o.o., Belgrade, 68 100.0 12 3.4 0.9 111 100.0 114 14.0 1.1 enFemenino SARL), Madrid, Spain Serbia/Kosovo

69 eprofessional GmbH, Hamburg 100.0 140 2.0 0.6 Ringier Axel Springer Inwestycje Sp. z o.o., 112 99.0 115 3.0 0.2 Warsaw, Poland 70 Finanzen Corporate GmbH, Berlin 100.0 – 11.3 0.0 Ringier Axel Springer Magyarország Kft, 113 100.0 114 4.8 3.4 71 finanzen.net GmbH, Karlsruhe 75.0 21 0.9 5.1 Budapest, Hungary

72 Garantie System SAS, Paris, France 100.0 55 5.4 0.5 Ringier Axel Springer Media AG, Zurich, 114 50.0 30 529.8 – 20.1 73 GoBrands Sp. z o.o., Krakow, Poland 100.0 99 – 13.2 – 10.9 Switzerland

Ringier Axel Springer Polska Sp. z o.o., 74 Gofeminin.de GmbH, Cologne 100.0 12 15.6 2.0 115 100.0 114 35.0 4.4 Warsaw, Poland 75 Good & Co Labs, Inc., San Francisco, USA 100.0 125 - - 5) Ringier Axel Springer Schweiz AG, Zurich, 116 50.0 16 - - 5) 76 Group Nine Media, Inc., New York, USA 13.0 21 - - 5) Switzerland

99.0 125 Ringier Axel Springer Slovakia a.s., 117 89.0 114 35.9 3.7 77 ictjob SPRL, Waterloo, Belgium 2.2 2.2 Bratislava, Slovakia 1.0 126

18 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

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

118 Room 49 GmbH, Berlin 100.0 27 1.4 0.0 2) Umzugsauktion GmbH & Co. KG, 133 100.0 79 1.2 1.1 Schallstadt 119 Saknai Net Ltd., Tel Aviv, Israel 70.0 59 0.4 2.0 United Classifieds s.r.o., Bratislava, 134 60.0 117 6.7 – 0.1 120 Sales Impact GmbH & Co. KG, Hamburg 100.0 – 1.4 – 5.5 Slovakia

121 Saongroup Limited, Dublin, Ireland 100.0 128 7.0 2.7 135 upday GmbH & Co. KG, Berlin 100.0 – 0.5 – 3.5

97.7 17 136 Vertical Media GmbH, Berlin 88.0 138 – 1.3 – 0.3 122 SeLoger.com SAS, Paris, France 295.5 0.5 2.3 19 137 Visual Meta GmbH, Berlin 75.6 78 11.4 10.3

soFeminine.co.uk Limited, London, Great 2) 123 100.0 12 – 1.4 – 0.6 138 WeltN24 GmbH, Berlin 100.0 31.1 0.0 Britain 139 YOURCAREERGROUP GmbH, Dusseldorf 100.0 125 2.1 0.0 2) 124 StepStone Deutschland GmbH, Dusseldorf 100.0 125 27.7 0.0 2) 140 ZANOX AG, Berlin 52.5 20 76.7 6.1 125 StepStone GmbH, Berlin 100.0 19 453.6 0.0 2)

ZANOX VEICULAÇÃO DE PUBLICIDADE 100.0 140 100.0 125 141 1.2 1.1 126 StepStone NV, Brussels, Belgium – 0.5 – 1.1 NA INTERNET LTDA., São Paulo, Brazil 0.0 169 7) 0.0 127 7) 142 Zuio GmbH, Berlin 100.0 42 1.6 0.0 2) StepStone Österreich GmbH, Vienna, 127 100.0 124 0.8 – 1.7 Austria 1) Unless otherwise stated, equity and net income according to local statutory financial statements StepStone UK Holding Limited, London, 128 100.0 125 211.1 – 0.3 from reporting year 2015. Amounts in foreign currency translated at the exchange rate prevail- Great Britain ing on December 31, 2016. Tecoloco International Inc, Panama City, 2) 129 100.0 121 – 2.9 0.0 Control and profit and loss transfer agreement or profit transfer agreement. Panama 3) Equity and net income for the business year ended as at September 30, 2016. Totaljobs Group Limited, London, Great 4) Equity and net income for the business year ended as at September 30, 2015. 130 100.0 128 21.6 13.1 Britain 5) The company was established in the reporting period. Financial statements have not been 131 Transfermarkt GmbH & Co. KG, Hamburg 51.0 46 1.7 1.7 available yet. 6) Equity and net income are not mentioned as the financial statements are not published. 132 Ullstein GmbH, Berlin 100.0 42 3.7 0.0 2) 7) Shareholding less than 0.0 %.

(22) Declaration of conformity with the German effective December 9, 2015; since that time, it comprises Corporate Governance Code 107,895,311 registered no-par-value shares (previously 98,940,000). In accordance with section 161 of the German Stock Corporation Act (Aktiengesetz – AktG), Axel Springer SE Dr. Mathias Döpfner, Potsdam, Germany (name of has made the declaration of conformity with the German shareholders holding directly 3 % or more voting rights, if Corporate Governance Code issued by the Executive different from the person subject to the notification obli- Board and Supervisory Board permanently available to gation: Axel Springer Gesellschaft für Publizistik GmbH & the shareholders on the Company's website at Co., Dr. h.c. Friede Springer) notified us (via a notification www.axelspringer.de → Investor Relations → Corporate dated August 26, 2016) that, due to the acquisi- Governance. The declaration of conformity is also pub- tion/disposal of shares with voting rights, his share of lished in the Company's 2016 annual report. voting rights in Axel Springer SE, Axel-Springer-Straße

65, 10888 Berlin, as of June 16, 2016 amounts to 50.19 %

(23) Duty of disclosure concerning investments (previous notification: 49.93 %), whereby with regard to the security identification number ISIN DE0005501357

The number of shares with voting rights, instruments, 1.95 % (corresponding to 2,105,145 of a total of and the share of voting rights respectively cited in the 107,895,311 voting rights in Axel Springer SE) are held notifications below each relate to the date specified in directly by him in accordance with section 21 of the the relevant notification. In particular, it must be pointed German Securities Trading Act (Wertpapierhan- out that a 1:3 stock split was carried out effective delsgesetz – WpHG) and 10.33 % (corresponding May 31, 2011, which tripled the number of shares, and 11,149,014 of a total of 107,895,311 voting rights in Axel that due to a capital increase the Company's subscribed Springer SE) corresponds to voting rights that are at- capital increased from € 98,940,000 to € 107,895,311 tributable to him in accordance with section 22 WpHG,

19 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

and with regard to the securitiy identification number ISIN search Company; FMR LLC, Fidelity Management Trust

DE0005754238 37.91 % (corresponding to 40,902,000 Company; FMR LLC, FIAM Holdings Corp., Fidelity Insti- of a total of 107,895,311 voting rights in Axel Springer tutional Asset Management Trust Company; FMR LLC, SE) corresponds to voting rights that are attributable to FIAM Holdings Corp., FIAM LLC. him in accordance with section 22 WpHG. The following were specified as the full chain of subsidiaries, beginning Morgan Stanley, Wilmington, Delaware, USA, notified us with the ultimate controlling party: Dr. Mathias Döpfner (via a notification dated January 11, 2016) that, due to

(50.19 % of the voting rights) and Brilliant 310. GmbH. the acquisition/disposal of shares carrying voting rights, its total share of voting rights in Axel Springer SE, Axel- Fidelity Investment Trust, Boston, Massachusetts, USA, Springer-Straße 65, 10888 Berlin, Germany as of Janu- notified us (via a notification dated August 19, 2016) that, ary 6, 2016 amounts to 0.67 % (previous notification: due to the acquisition/disposal of shares with voting 9.55 %), whereby 0.07 % (corresponding to 72,515 of a rights, its share of voting rights in Axel Springer SE, Axel- total of 107,895,311 voting rights in Axel Springer SE,

Springer-Straße 65, 10888 Berlin, as of August 16, 2016 last notification: 8.3 %) corresponds to voting rights that amounts to 3.06 %, whereby 3.03 % (corresponding to are attributable to it in accordance with section 22

3,264,077 of a total of 107,895,311 voting rights in Axel WpHG, and 0.6 % (corresponding to 647,082 of a total Springer SE) are held directly by it in accordance with of 107,895,311 voting rights in Axel Springer SE, last section 21 WpHG, and 0.03 % (corresponding to 32,862 notification: 1.25 %) corresponds to instruments as de- of a total of 107,895,311 voting rights in Axel Springer fined by section 25 (1) no. 1 WpHG (restitution claim SE) corresponds to instruments as defined by section 25 from securities lending transactions, maturity/expiration: (1) no. 1 WpHG (restitution claim from securities lending due at any time, exercise period/term: due at any time). transactions, maturity/expiration: not specified, exercise The following were specified as the full chain of subsidi- period/term: no specific period/term). The company aries, beginning with the ultimate controlling party: Mor- subject to notification is not controlled and does not gan Stanley, Morgan Stanley Capital Management, LLC, control any other company holding voting rights in Axel Morgan Stanley Domestic Holdings, Inc., Morgan Stanley Springer SE. & Co. LLC, and Morgan Stanley, Morgan Stanley In- vestment Management Inc. FMR LLC, Wilmington, Delaware, USA, notified us (via a notification dated August 9, 2016) that, due to an in- GAP (Bermuda) Limited (Bermuda), Hamilton, Bermuda crease of proxy for voting rights, its share of voting rights (name of shareholders holding directly 3 % or more vot- in Axel Springer SE, Axel-Springer-Straße 65, 10888 ing rights, if different from the company subject to the

Berlin, as of August 4, 2016 amounts to 3.79 % (previous notification obligation: General Atlantic Coöperatief U.A., notification: 3.54 %), whereby 3.65 % (corresponding to the Netherlands), notified us (via a notification dated 3,941,821 of a total of 107,895,311 voting rights in Axel December 17, 2015) that, due to the acquisition/disposal

Springer SE, previous notification: 3.06 %) corresponds of shares with voting rights, its total share of voting rights to voting rights that are attributable to it in accordance in Axel Springer SE, Axel-Springer-Straße 65, 10888 with section 22 WpHG and 0.13 % (corresponding to Berlin, Germany, as of December 9, 2015 amounts to

144,617 of a total of 107,895,311 voting rights in Axel 8.3 % (corresponding to 8,955,311 of a total of

Springer SE, previous notification: 0.48 %) corresponds 107,895,311 voting rights in Axel Springer SE), whereby to instruments as defined by section 25 (1) no. 1 WpHG these voting rights are attributable to it in accordance (restitution claim from securities lending transactions, with section 22 WpHG. The following were specified as maturity/expiration: not specified, exercise period/term: the full chain of subsidiaries, beginning with the ultimate no specific period/term). The following were specified as controlling party: GAP (Bermuda) Limited (Bermuda), the full chain of subsidiaries, beginning with the ultimate General Atlantic GenPar (Bermuda), L.P. (Bermuda), controlling party: FMR LLC, Fidelity Management & Re- General Atlantic Partners (Bermuda) III, L.P. (Bermuda),

20 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

General Atlantic Coöperatief U.A. (the Netherlands) (vot- the full chain of subsidiaries, beginning with the ultimate ing rights: 8.3 %, total: 8.3 %), as well as GAP (Bermuda) controlling party: Dr. h.c. Friede Springer (voting rights:

Limited (Bermuda), General Atlantic GenPar (Bermuda) 54.2 %, total: 54.2 %), Friede Springer Verwaltungs L.P. (Bermuda), General Atlantic Partners (Bermuda) II, GmbH (general partner of Friede Springer GmbH & Co. L.P. (Bermuda), General Atlantic Coöperatief U.A. (the KG), Friede Springer GmbH & Co. KG (voting rights:

Netherlands) (voting rights: 8.3 %, total: 8.3 %), as well as 53.69 %, total: 53.69 %), AS Publizistik GmbH (general GAP (Bermuda) Limited (Bermuda), General Atlantic partner of Axel Springer Gesellschaft für Publizistik GenPar (Bermuda), L.P. (Bermuda), General Atlantic GmbH & Co.), Axel Springer Gesellschaft für Publizistik

Partners (Bermuda), L.P. (Bermuda), General Atlantic GmbH & Co. (voting rights amounting to 47.27 %, total:

Coöperatief U.A. (the Netherlands) (voting rights: 8.3 %, 47.27 %). total: 8.3 %), as well as GAP (Bermuda) Limited (Bermu- da), General Atlantic Coöperatief, L.P. (Bermuda), Gen- AS Publizistik GmbH, Berlin, Germany (name of share- eral Atlantic Coöperatief U.A. (the Netherlands) (voting holders holding directly 3 % or more voting rights, if rights: 8.3 %, total: 8.3 %). different from the company subject to the notification obligation: Axel Springer Gesellschaft für Publizistik GAP-W International, LLC (Delaware), Dover, Delaware, GmbH & Co.), notified us (via a notification dated De-

USA (name of shareholders holding directly 3 % or more cember 17, 2015, corrected on January 15, 2016) that, voting rights, if different from the company subject to the due to a change in the total number of voting rights, its notification obligation: General Atlantic Coöperatief U.A., total share of voting rights in Axel Springer SE, Axel- the Netherlands), notified us (via a notification dated Springer-Straße 65, 10888 Berlin, Germany, as of De-

December 17, 2015) that, due to the acquisition/disposal cember 9, 2015 amounts to 47.27 % (corresponding to of shares with voting rights, its total share of voting rights 51,000,030 of a total of 107,895,311 voting rights in Axel in Axel Springer SE, Axel-Springer-Straße 65, 10888 Springer SE, previous notification: 50.0000294 %), Berlin, Germany, as of December 9, 2015 amounts to whereby these voting rights are attributable to it in ac-

8.3 % (corresponding to 8,955,311 of a total of cordance with section 22 WpHG. The following were 107,895,311 voting rights in Axel Springer SE), whereby specified as the full chain of subsidiaries, beginning with these voting rights are attributable to it in accordance the ultimate controlling party: Dr. h.c. Friede Springer with section 22 WpHG. The following were specified as (voting rights: 54.2 %, total: 54.2 %), Friede Springer the full chain of subsidiaries, beginning with the ultimate Verwaltungs GmbH (general partner of Friede Springer controlling party or the ultimate controlling company: GmbH & Co. KG), Friede Springer GmbH & Co. KG

GAP-W International, LLC (Delaware), USA, General (voting rights: 53.69 %, total: 53.69 %), AS Publizistik Atlantic Coöperatief U.A., (the Netherlands) (voting rights: GmbH (general partner of Axel Springer Gesellschaft für

8.3 %, total: 8.3 %). Publizistik GmbH & Co.), Axel Springer Gesellschaft für

Publizistik GmbH & Co. (voting rights: 47.27 %, total:

Axel Springer Gesellschaft für Publizistik GmbH & Co., 47.27 %). Berlin, Germany, notified us (via a notification dated December 17, 2015, corrected on January 15, 2016) Friede Springer GmbH & Co. KG, Berlin, Germany, noti- that, due to a change in the total number of voting rights, fied us in January 2006 in accordance with sections 21 f. its total share of voting rights in Axel Springer SE, Axel- WpHG that at midnight on December 31, 2005/12 a.m. Springer-Straße 65, 10888 Berlin, Germany, as of De- on January 1, 2006, its share of voting rights in Axel cember 9, 2015 amounts to 47.27 % (corresponding to Springer AG had exceeded the threshold of 50 % and

51,000,030 of a total of 107,895,311 voting rights in Axel simultaneously also the thresholds of 5 %, 10 %, and 25 %

Springer SE, last notification: 50.0000294 %), whereby and thus amounts to around 59.82 % (this corresponds these voting rights are held directly by it in accordance to 20,337,710 shares with voting rights with respect to with section 21 WpHG. The following were specified as Axel Springer AG’s capital stock totaling 34,000,000

21 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

shares with voting rights). Friede Springer GmbH & Co. that her share of voting rights in Axel Springer AG had

KG holds voting rights amounting to 50.0000294 % as a exceeded the threshold of 50 % on October 11, 2002 result of the attribution of voting rights held directly by and amounts to 60.4 % since that time. 55.4 % of these Axel Springer Gesellschaft für Publizistik GmbH & Co. voting rights are attributable to her in accordance with (corresponding to 17,000,010 shares carrying voting section 22 (1) sentence 1 no. 1 WpHG. In addition, Dr. rights) in accordance with section 22 (1) sentence 1 no. h.c. Friede Springer, Berlin, Germany, notified us in Jan-

1 WpHG, and amounting to around 9.82 % as a result of uary 2003 in accordance with section 41 (2) sentence 1 the attribution of voting rights held as treasury shares by WpHG that 50 % of the voting rights and 10 shares in Axel Springer AG (corresponding to 3,337,700 shares) in Axel Springer Verlag AG were attributable to her as of accordance with section 22 (1) sentence 1 no. 1 WpHG. April 1, 2002. Accordingly, 50 % of the voting rights and 10 shares are attributable to her in accordance with Friede Springer Verwaltungs GmbH, Berlin, Germany, section 22 (1) sentence 1 no. 1 WpHG. notified us in January 2006 in accordance with sections 21 f. WpHG that at midnight on December 31, 2005/ (24) Events after the reporting date 12 a.m. on January 1, 2006, its share of voting rights in

Axel Springer AG had exceeded the threshold of 50 % In January 2017, the zanox Group, in which Axel Spring- and simultaneously also the thresholds of 5 %, 10 %, and er SE holds a majority interest, acquired 100 % of the

25 % and thus amounts to around 59.82 % (this corre- shares in ShareASale.com Inc, Chicago, USA, a leading sponds to 20,337,710 shares with voting rights with affiliate network in the USA. The preliminary acquisition respect to Axel Springer AG’s capital stock totaling costs, which were mainly financed through shareholder 34,000,000 shares with voting rights). Friede Springer loans of Axel Springer SE, amounted to € 43.0 million Verwaltungs GmbH holds voting rights amounting to and included besides the purchase price of € 33.0 mil-

50.0000294 % as a result of the attribution of voting lion a preliminary purchase price adjustment of € 0.6 rights held directly by Axel Springer Gesellschaft für million as well as contingent considerations up to € 9.4 Publizistik GmbH & Co. (corresponding to 17,000,010 million for agreed profit targets to be achieved in the shares carrying voting rights) in accordance with sec- financial year 2017. tion 22 (1) sentence 1 no. 1 WpHG, and amounting to around 9.82 % as a result of the attribution of voting (25) Profit utilization proposal rights held as treasury shares by Axel Springer AG (cor- responding to 3,337,700 shares) in accordance with The Supervisory Board and Executive Board propose section 22 (1) sentence 1 no. 1 WpHG. that the Company applies the full amount of the distrib- utable profit of € 205.0 million (PY: € 194.2 million) to Tweedy, Browne Company LLC, New York, USA, noti- pay a dividend of € 1.90 (PY: € 1.80) per qualifying share fied us in November 2003 (corrected via a notification in for the 2016 financial year. August 2004) that it had exceeded the voting rights threshold of 5 % on November 6, 2003, and that the The company does not currently hold any treasury share of voting rights attributable to it amounts to 5.75 % shares, so that all the company’s shares qualify for divi- (rounded), corresponding to 1,955,211 of a total of dends. However, the number of shares qualifying for 34,000,000 registered no-par-value shares in Axel dividends may be reduced in the time remaining before Springer AG with limited transferability and carrying vot- the annual shareholders’ meeting. In that case, an ad- ing rights. The shares are attributable to it in accordance justed profit utilization proposal will be submitted to the with section 22 (1) no. 6 WpHG. annual shareholders’ meeting, without changing the target dividend of € 1.90 per qualifying share. Dr. h.c. Friede Springer, Berlin, Germany, notified us in January 2003 in accordance with section 21 (1) WpHG

22 Financial Statements 2016 Axel Springer SE Notes to the Financial Statements

(26) Responsibility statement

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

Berlin, February 27, 2017

Axel Springer SE

Dr. Mathias Döpfner Jan Bayer

Dr. Julian Deutz Dr. Andreas Wiele

23 Financial Statements 2016 Axel Springer SE Auditor’s Report

Auditor’s Report

We have audited the annual financial statements, com- Springer Group. We believe that our audit provides a prising the balance sheet, the income statement and the reasonable basis for our opinion. notes to the financial statements, together with the bookkeeping system, and the combined management Our audit has not led to any reservations. report of the Axel Springer SE and Axel Springer Group of Axel Springer SE, Berlin, for the fiscal year from Janu- In our opinion, based on the findings of our audit, the ary 1 to December 31, 2016. The maintenance of the annual financial statements comply with the legal re- books and records and the preparation of the annual quirements and give a true and fair view of the net assets, financial statements and combined management report financial position and results of operations of the Com- of the Axel Springer SE and Axel Springer Group in ac- pany in accordance with German principles of proper cordance with German commercial law are the respon- accounting. The combined management report of the sibility of the Company's management. Our responsibility Axel Springer SE and Axel Springer Group is consistent is to express an opinion on the annual financial state- with the annual financial statements, complies with the ments, together with the bookkeeping system, and the legal requirements and as a whole provides a suitable combined management report of the Axel Springer SE view of the Company's position and suitably presents the and Axel Springer Group based on our audit. opportunities and risks of future development.

We conducted our audit of the annual financial state- Berlin, February 27, 2017 ments in accordance with Sec. 317 HGB ["Han- delsgesetzbuch": "German Commercial Code"] and Ernst & Young GmbH German generally accepted standards for the audit of Wirtschaftsprüfungsgesellschaft financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in Ludwig Mielke accordance with German principles of proper accounting Wirtschaftsprüfer Wirtschaftsprüferin and in the combined management report of the Axel [German Public Auditor] [German Public Auditor] Springer SE and Axel Springer Group are detected with reasonable assurance. Knowledge of the business activi- ties and the economic and legal environment of the Company and expectations as to possible misstate- ments are taken into account in the determination of audit procedures. The effectiveness of the accounting- related internal control system and the evidence support- ing the disclosures in the books and records, the annual financial statements and the combined management report of the Axel Springer SE and Axel Springer Group are examined primarily on a test basis within the frame- work of the audit. The audit includes assessing the ac- counting principles used and significant estimates made by management, as well as evaluating the overall presen- tation of the annual financial statements and combined management report of the Axel Springer SE and Axel

24