Supplement to the Joint Reasoned Statement of the Executive Board and the Supervisory Board

– Non-Binding English Translation –

Mandatory Publication pursuant to Sec. 27 (3) sentence 1 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 Germany

pursuant to Sec. 27 (1) WpÜG

on the public delisting offer (cash offer)

of Traviata B.V. Neue Mainzer Straße 2-4, Maintor Panorama, 12th floor 60311 Frankfurt am Main Germany

to the shareholders of Axel Springer SE

of 5 March 2020

Shares of Axel Springer SE: ISIN: DE0005501357 (listed) ISIN: DE0005754238 (non-listed)

Tendered Shares of Axel Springer SE ISIN: DE000A254W03 (listed) ISIN: DE000A254WZ4 (non-listed)

I. GENERAL INFORMATION ABOUT THE SUPPLEMENT TO THE STATEMENT

On 21 February 2020, in accordance with Secs. 39 (2) sentence 3 no. 1 of the German Stock Ex- change Act (Börsengesetz, "BörsG") in conjunction with Sec. 14 (2) sentence 1 and (3) sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), Traviata B.V., a limited liability company under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with its registered office in Amsterdam, the Nether- lands, and its administrative headquarters in Frankfurt am Main, Germany, registered with the Dutch commercial register (kamer van koophandel) under no. 74999869 (the "Bidder") published the offer document within the meaning of Sec. 11 WpÜG (the "Offer Document") for its public delisting offer (the "Delisting Offer") to all shareholders of Axel Springer SE, with its seat in Berlin, Germany ("Axel Springer" or the "Company" and, together with the companies affiliated with it as the parent company within the meaning of Secs. 15 et seqq. of the German Stock Corporation Act (Aktieng- esetz, "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 Delisting Offer is to ensure compliance with the requirements for delisting the Company from the Frankfurt Stock Exchange. The Listed Axel Springer Shares are traded on the regulated market of the Frankfurt Stock Exchange and are admitted to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard). In addition, the Listed Axel Springer Shares are traded on the sub-segment of the open market of the Berlin stock exchange (Berlin Secondary Regulated Market) and on the open market (im Freiverkehr) of the stock exchanges in Düsseldorf, Hamburg, Hanover, Munich and Stuttgart and on the Tradegate Exchange.

On 27 February 2020, the Executive Board and the Supervisory Board published a joint reasoned statement pursuant to Sec. 27 WpÜG (the "Statement") with regard to the Bidder's Delisting Offer. The Statement was published online in German at go.axelspringer.com/kkr_delisting and as a non- binding English translation at go.axelspringer.com/kkr_delisting_en. Copies of the Statement have been available since 27 February 2020 at Axel Springer SE, Investor Relations, Axel-Springer- Straße 65, 10969 Berlin, Germany (order by telefax to +49 (0) 30 2591-77422 or email to ir@axelspringer.de 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 have also been available for distribution free of charge since 27 February 2020 at Axel Springer SE, Investor Relations, Markgrafenstraße 19A, 10969

Berlin, Germany. Publication and availability of copies for distribution free of charge were announced in the German Federal Gazette (Bundesanzeiger) on 27 February 2020.

After the Statement had been published, it turned out that the information relating to Dr. Stephanie Caspar's intentions regarding the acceptance of the Delisting Offer needed to be amended because all of the Axel Springer Shares held by her are subject to a holding obligation under the terms of the Virtual Stock Option Plan. For this purpose, the Executive Board and the Supervisory Board have decided to issue the present Supplement to the Statement. In this context, the Supervisory Board of Axel Springer SE is represented by the special supervisory board committee established by a resolu- tion of the entire Supervisory Board of 13 February 2020. The members of the committee are the Supervisory Board members Ralph Büchi, Ulrich Plett and Dr. Wolfgang Reitzle.

Unless expressly set out otherwise in this Supplement, the factual and legal notices made, and terms and definitions used, in the Statement also apply to this Supplement.

This Supplement and the Statement form a single uniform document, and this Supplement should be read only in conjunction with the Statement.

II. SUPPLEMENT TO THE STATEMENT REGARDING THE INTENTIONS OF THE MEM- BERS OF THE EXECUTIVE BOARD TO ACCEPT THE OFFER

In Section X. on page 73 of the Statement regarding the intentions of the members of the Executive Board to accept the Delisting Offer, the Executive Board and the Supervisory Board have stated the following:

"All of the members of the Executive Board hold Axel Springer Shares. Dr. Mathias Döpfner intends not to accept the Delisting Offer for any of the Axel Springer Shares directly or indirectly held by him. The remaining members of the Executive Board currently intend to accept the Delisting Offer for all of the Axel Springer Shares held by them; Dr. Stephanie Caspar, however, intends to do so only to the extent that she is not subject to any holding obligations under the Virtual Stock Option Plan."

The information set out in Section X. of the Statement regarding the intentions of the members of the Executive Board to accept the Delisting Offer is restated as follows:

"All of the members of the Executive Board hold Axel Springer Shares. Dr. Mathias Döpfner intends not to accept the Delisting Offer for any of the Axel Springer Shares directly or indirectly held by him. Dr. Caspar intends not to accept the Delisting Offer for any of the Axel Springer Shares held by her because all of the Axel Springer Shares held by her are

subject to a holding obligation under the terms of the Virtual Stock Option Plan. The remaining members of the Executive Board currently intend to accept the Delisting Offer for all of the Axel Springer Shares held by each of them."

No other supplements to or amendments of the Statement are made.

III. PUBLICATION OF THIS SUPPLEMENT TO THE STATEMENT OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

This Supplement to the Statement 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_delisting

in German and at

go.axelspringer.com/kkr_delisting_en

as a non-binding English translation.

Copies of this Supplement to the Statement are available at Axel Springer SE, 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 this Supplement to the Statement will also be available for distribution free of charge at Axel Springer SE, Investor Relations, Markgrafenstraße 19A, 10969 Berlin, Germany. This will be announced in the German Federal Gazette (Bundesanzeiger).

Berlin, 5 March 2020

Axel Springer SE

The Executive Board The Supervisory Board