Convenience Translation Axel Springer SE Berlin ISIN DE0005501357 (WKN 550135) ISIN DE000A254W03 (WKN A254W0) ISIN DE0005754238 (WKN 575423) ISIN DE000A254WZ4 (WKN A254WZ) Invitation to the General Meeting We hereby invite our shareholders to the 2020 Annual General Meeting on 22 April 2020, 10:00 hours at Axel-Springer-Passage, Markgrafenstraße 19a, 10969 Berlin, Germany. Agenda: 1. Presentation of the adopted annual financial statements of Axel Springer SE and the approved consolidated financial statements as at 31 December 2019 together with the consolidated management report of Axel Springer SE and the Group for fiscal year 2019, as well as the report by the Supervisory Board The above-mentioned documents (including the explanatory report of the Executive Board pursuant to section 176 (1) sentence 1 of the German Stock Corporation Act (Aktiengesetz; "AktG")1 on takeover provisions in accordance 1 The provisions applicable to stock corporations (Aktiengesellschaften) with their registered office in Germany, in particular the provisions of the German Commercial Code and the German Stock Corporation Act, are applied to Axel Springer SE pursuant - 2 - with section 289a (1) and section 315a (1) of the previous version2 of the German Commercial Code (Handelsgesetzbuch; "HGB")) are available on the website of Axel Springer SE go.axelspringer.com/agm2020 from the time the General Meeting is convened. These documents will also be held available at the General Meeting of Axel Springer SE. In compliance with the statutory provisions, it is not intended to pass a resolution under agenda item 1 as the Supervisory Board has already approved the annual financial statements and the consolidated financial statements. 2. Appropriation of profits The Supervisory Board and Executive Board propose to use the full amount of the profits shown on the balance sheet in the amount of € 125,158,560.76 for payment of a dividend for fiscal year 2019 in the amount of € 1.16 per no-par value share entitled to dividends. As the Company does not hold any treasury shares at the present time, all shares in the Company are therefore entitled to dividends. The number of shares entitled to dividends may, however, change by the date of the General Meeting. In such a case, an adjusted proposal for the appropriation of profits will be submitted to the General Meeting, with an unchanged distribution of € 1.16 per no-par value share entitled to dividends. The shareholders' claims for payment of their dividend will fall due on the third business day following adoption of the resolution by the General Meeting (section 58 (4) sentence 2 to article 5, article 9 (1) lit. c) ii), article 53 as well as article 61 of EU Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) ("SE Regulation") unless determined otherwise by more specific stipulations of the SE Regulation. 2 As far as in this invitation to the General Meeting a legal norm is marked as “previous version”, this has the following meaning: legislative changes resulting from the Shareholder Rights Directive Implementation Act (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, Federal Law Gazette as of 12 December 2019, p. 2637 et seqq.) ("ARUG II") are generally effective since 1 January 2020. However, for those legal norms marked as "previous version" in this invitation to the General Meeting, ARUG II has stipulated that these legal norms are only applicable at a later date. Up to this later date, the previous version of the respective legal norm continues to apply, which is indicated in this invitation to the General Meeting by the marking as "previous version". - 3 - AktG). It is therefore intended to pay the dividend on 27 April 2020. 3. Discharge of the members of the Executive Board of Axel Springer SE for fiscal year 2019 The Supervisory Board and Executive Board propose to discharge the members of the Executive Board of Axel Springer SE who were in office in fiscal year 2019 for such period. 4. Discharge of the members of the Supervisory Board of Axel Springer SE for fiscal year 2019 The Supervisory Board and Executive Board propose to discharge the members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2019 for such period. It is intended to have the Annual General Meeting vote on the resolution to discharge the members of the Supervisory Board in two groups: firstly on the discharge of all members of the Supervisory Board of Axel Springer SE who were in office in fiscal year 2019 except for Dr. h. c. Friede Springer, and secondly on the discharge of Dr. h. c. Friede Springer as member of the Supervisory Board of Axel Springer SE. 5. Appointment of the auditor of the annual financial statements and the consolidated financial statements, appointment of the auditor for any auditor's review of any six-month interim financial report and for any auditor's review of any further interim financial reports At the recommendation of its Audit Committee, the Supervisory Board proposes the following: Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed a) auditor for the annual financial statements and consolidated financial statements for fiscal year 2020, b) auditor for any auditor's review of any six-month interim financial report for fiscal year 2020, and - 4 - c) any auditor's review of any further interim financial reports in fiscal years 2020 and 2021 until the next Annual General Meeting. The Audit Committee declares that its recommendation is free from any undue influence by third parties and that it is in particular not subject to any provisions limiting its selection or the selection of the General Meeting of Axel Springer SE regarding the selection of a particular auditor or a particular audit company for the purpose of conducting the audit to certain categories or lists of auditors or audit companies, and that it was therefore free in its decision. 6. Elections to the Supervisory Board According to article 40 (2) and (3) of the SE Regulation, section 17 of the German SE Implementation Act (SE- Ausführungsgesetz; "SEAG"), section 21 (3) of the German SE Employee Participation Act (SE-Beteiligungsgesetz; SEBG), the arrangements for employee participation at Axel Springer SE between Axel Springer SE (formerly Axel Springer AG) and the Special Negotiating Body of Axel Springer AG dated 18 November 2013 and article 9 (1) of the Articles of Association of Axel Springer SE, the Supervisory Board of Axel Springer SE consists of Supervisory Board members representing the shareholders only and is composed of nine members. With this Annual General Meeting, the term of office of the following Supervisory Board members will end: Mr. Johannes P. Huth, Mr. Philipp Freise and Ms. Franziska Kayser. They were appointed by the court for a term until this Annual General Meeting after Dr. Alexander Karp, Ms. Iris Knobloch and Dr. Nicola Leibinger-Kammüller resigned from their positions on the Supervisory Board of Axel Springer SE effective to 31 December 2019. The Supervisory Board proposes to now elect Mr. Johannes P. Huth, Mr. Philipp Freise and Ms. Franziska Kayser as members of the Supervisory Board for a term of office until the end of the General Meeting resolving on the discharge for fiscal year 2023, though no longer than the end of 17 April 2025: - 5 - a) Mr. Johannes P. Huth, Member and Head of KKR Europe Middle East and Africa, resident in Paris, France, b) Mr. Philipp Freise, Member and Co-Head of EMEA Private Equity KKR, resident in London, UK, and c) Ms. Franziska Kayser, Director Private Equity KKR, resident in London, UK. The Supervisory Board's candidate proposals are based on a recommendation by the Nomination Committee of the Supervisory Board. It is intended to have the General Meeting resolve on the new elections to the Supervisory Board by way of individual voting. Under "Further details on agenda item 6" of this agenda, the curricula vitae of the candidates nominated for election and further information are added. 7. Consent to a control and profit and loss transfer agreement between Axel Springer SE and CeleraOne GmbH Axel Springer SE as controlling company and CeleraOne GmbH, Berlin, a wholly-owned subsidiary of Axel Springer SE, as controlled company concluded a control and profit and loss transfer agreement on 10 March 2020. The Supervisory Board and Executive Board propose to resolve as follows: The control and profit and loss transfer agreement between Axel Springer SE and CeleraOne GmbH concluded on 10 March 2020 is approved. Under "Further details on agenda item 7" of this agenda, further information are added. Further details on agenda item 6 Johannes P. Huth ___________________________________________________________________ __ - 6 - Johannes P. Huth, born 1960, studied Economics at the London School of Economics (Degree: Bachelor of Science). Subsequently, he attended the University of Chicago, where he earned his M.B.A. in 1986. From 1986 to 1991, Mr. Huth worked at Salomon Brothers, where he was, inter alia, Vice President (M&A) in London and New York. From 1991 to 1998, Mr. Huth worked as an investment manager for Investcorp in London. He became a member of Investcorp’s Management Committee and assumed the management for the firm’s operations in Europe. Since joining KKR & Co. Inc. in 1999, he has been responsible for investments including those in Wincor Nixdorf, Zumtobel, Demag Holdings, MTU Aero Engines, DSD, Selenia, Kion Group, NXP Semiconductors, ProSiebenSat.1, BMG, Wild, WMF and SoftwareOne, ETL and Hensoldt. Mr. Huth is an international investor and Member of KKR and Head of KKR's operations in Europe, the Middle East, and Africa. Mr. Huth has long-standing experience as a supervisory board member, inter alia as Vice Chairman of the Supervisory Board of NXP Semiconductors (2006-2019), Chairman of the Supervisory Board of ProSiebenSat.1 Media AG (2007-2014), Chairman of the Supervisory Board of WMF AG (2012-2016) and Member of the Supervisory Board of GfK SE (2017–2018).