joint reasoned statement of the executive board and the ......the commercial register of the local...

– 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)

Joint Reasoned Statement of the Executive Board and the Supervisory Board

of

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 27 February 2020

Shares of Axel Springer SE: ISIN: DE0005501357 (listed)

ISIN: DE0005754238 (non-listed)

TABLE OF CONTENTS

2

Tendered Shares of

Axel Springer SE ISIN: DE000A254W03 (listed)

ISIN: DE000A254WZ4 (non-listed)

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS ...................................................................................................................... 3

DEFINITIONS ...................................................................................................................................... 7

I. GENERAL INFORMATION ABOUT THIS STATEMENT .............................................. 9

1. Important note regarding the annual report for the 2019 fiscal year ............................... 10

2. Legal and factual bases .......................................................................................................... 11

3. No statements by the competent works councils .................................................................. 12

4. Publication of this Statement and possible amendments to the Delisting Offer ............... 12

5. Independent responsibility of Axel Springer Shareholders ................................................ 12

6. Information for Axel Springer Shareholders whose place of residence, seat or habitual

abode is in the USA ................................................................................................................. 14

II. GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER ........... 14

1. Axel Springer SE .................................................................................................................... 14 1.1 Legal bases .................................................................................................................. 14 1.2 Members of the Executive Board and of the Supervisory Board ................................ 15 1.3 Capital structure ........................................................................................................... 15 1.4 Shareholder structure ................................................................................................... 16 1.5 Previous Takeover Offer, Agreement of 12 June 2019, Investor Agreement,

Shareholders' Agreement and Pooling Agreement ...................................................... 18 1.6 Persons acting jointly with Axel Springer ................................................................... 22 1.7 Representation and listing of the Axel Springer Shares; listed bonds ......................... 23 1.8 2019 single-entity and consolidated financial statements, 2019 annual report, 2020

Annual Shareholders' Meeting ..................................................................................... 24 1.9 Structure and business of the Axel Springer Group .................................................... 24 1.10 Business development and selected financial information .......................................... 27 1.11 Axel Springer's strategy ............................................................................................... 31

2. Bidder ...................................................................................................................................... 32 2.1 Bidder's legal bases ...................................................................................................... 32 2.2 Bidder's shareholder structure ..................................................................................... 33 2.3 Persons acting jointly with the Bidder ......................................................................... 35 2.4 The participation of the Bidder and of persons acting jointly with the Bidder in

Axel Springer ............................................................................................................... 35 2.5 Information about securities transactions executed in the Pre-acquisition Period ...... 35

3. Possible parallel acquisitions ................................................................................................. 36

III. INFORMATION ABOUT THE DELISTING ..................................................................... 36

1. Consideration of a delisting by the Bidder the Bidder and the Company ......................... 36

TABLE OF CONTENTS

4

2. Delisting Agreement of 23 January 2020 .............................................................................. 38 2.1 The Bidder's Delisting Offer ........................................................................................ 38 2.2 The Company's support of the Delisting ..................................................................... 38 2.3 Confirmations in the reasoned statement ..................................................................... 39 2.4 Consent to the acquisition of Axel Springer Shares .................................................... 39 2.5 Intentions and obligations of the Bidder ...................................................................... 39 2.6 Term of the Delisting Agreement ................................................................................ 39

3. Further handling of the matter by the Executive Board and the Supervisory Board ...... 39

4. Delisting Application and entry into effect of the Delisting, cessation of inclusion in

trading on the open market ................................................................................................... 40

IV. INFORMATION ABOUT THE DELISTING OFFER ...................................................... 41

1. Execution of the Delisting Offer ............................................................................................ 41

2. Publication of the decision to make the Delisting Offer ...................................................... 41

3. Review by BaFin and publication of the Offer Document .................................................. 41

4. Main details of the Delisting Offer ........................................................................................ 42 4.1 Offer Price ................................................................................................................... 42 4.2 Acceptance Period, extension of the Acceptance Period ............................................. 42 4.3 Rights of withdrawal ................................................................................................... 43 4.4 No offer conditions ...................................................................................................... 43 4.5 No trading of tendered Axel Springer Shares .............................................................. 43 4.6 Holders of Axel Springer ADRs .................................................................................. 43 4.7 Applicable law ............................................................................................................. 44 4.8 Publications ................................................................................................................. 44

5. Financing of the Delisting Offer ............................................................................................ 44

6. Acceptance of the Delisting Offer outside the Federal Republic of Germany .................. 46

7. Authority of the Offer Document .......................................................................................... 46

V. OBJECTIVES AND INTENTIONS OF THE BIDDER AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER ...... 46

1. Objectives and intentions as set out in the Offer Document ............................................... 46 1.1 Delisting....................................................................................................................... 47 1.2 Future business activities, future use of assets and future obligations of Axel

Springer ....................................................................................................................... 48 1.3 Seat of the Company and location of key parts of the Company................................. 49 1.4 Members of the Executive Board and the Supervisory Board of Axel Springer ......... 50 1.5 Structural measures ...................................................................................................... 50 1.6 Intentions with regard to the business activities of the Bidder and the Bidder Parent

Companies ................................................................................................................... 51

TABLE OF CONTENTS

5

2. Evaluation of the objectives of the Bidder and of the expected consequences for Axel

Springer ................................................................................................................................... 51 2.1 Delisting....................................................................................................................... 51 2.2 Future business activities, future use of assets and future obligations of Axel

Springer ....................................................................................................................... 51 2.3 Seat of the Company and location of key parts of the Company................................. 53 2.4 Members of the Executive Board and the Supervisory Board of Axel Springer ......... 54 2.5 Possible structural measures and their consequences .................................................. 55 2.6 Intentions with regard to the business activities of the Bidder and the Bidder Parent

Companies ................................................................................................................... 55 2.7 Dividend policy ........................................................................................................... 56

3. 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 ...... 56

VI. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED ................................... 58

1. Type and amount of the consideration ................................................................................. 58

2. Statement on compliance with the legal provisions applicable to the amount of the

consideration ........................................................................................................................... 58

3. Additional aspects regarding the assessment of the consideration offered ....................... 59 3.1 Comparison with the consideration offered in the context of the Previous Takeover

Offer ............................................................................................................................ 59 3.2 Comparison with historical stock exchange prices of the Axel Springer Shares ........ 60 3.3 Analyst estimates ......................................................................................................... 61

4. Final statement on the amount of the consideration ........................................................... 62

VII. POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS ............... 63

1. Possible consequences upon acceptance of the Delisting Offer .......................................... 63

2. Possible consequences upon non-acceptance of the Delisting Offer................................... 65

VIII. OFFICIAL APPROVALS AND PROCEEDINGS ............................................................. 69

IX. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND OF THE SUPERVISORY BOARD ...................................................................................................... 69

1. Specific interests of members of the Executive Board and of the Supervisory Board ..... 69 1.1 Specific interests of members of the Executive Board ................................................ 69 1.2 Specific interests of members of the Supervisory Board ............................................. 71

2. Agreements with members of the Executive Board or of the Supervisory Board ............ 72

3. No non-cash or other benefits related to the Delisting Offer .............................................. 73

X. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER ...................................................... 73

TABLE OF CONTENTS

6

XI. RECOMMENDATION ......................................................................................................... 74

DEFINITIONS

7

DEFINITIONS

2

2020 Annual Shareholders' Meeting ............... 24

A

Acceptance Period ........................................... 43

Agreement of 12 June 2019 ............................. 18

AktG .................................................................. 9

ASGP ............................................................... 17

Axel Springer .................................................... 9

Axel Springer ADR ......................................... 13

Axel Springer ADRs ....................................... 13

Axel Springer Group ......................................... 9

Axel Springer Shareholders ............................... 9

Axel Springer Shares ......................................... 9

B

BaFin ............................................................... 38

Bidder ................................................................ 9

Bidder Parent Companies ................................ 35

BörsG ................................................................ 9

Brilliant ............................................................ 17

C

Clearstream ...................................................... 23

Company ........................................................... 9

Compensation Payment ................................... 62

Competing Offer ............................................. 42

D

Delisting ............................................................ 9

Delisting Agreement.......................................... 9

Delisting Application ........................................ 9

Delisting Offer .................................................. 9

E

Epiktet ............................................................. 17

EUR ................................................................. 11

Euro ................................................................. 11

Executive Board .............................................. 10

Existing Shareholders ..................................... 18

Existing Shareholders' Companies .................. 18

F

Family Shareholders ....................................... 17

FSKG .............................................................. 18

G

General Works Council ................................... 10

Group Works Council ..................................... 10

I

Investor............................................................ 18

Investor Agreement ......................................... 19

K

KKR ................................................................ 35

L

Listed Axel Springer Shares ............................ 23

LTIP ................................................................ 70

N

Non-Listed Axel Springer Shares ................... 23

O

Offer Document ................................................ 9

Offer Price ......................................................... 9

TABLE OF CONTENTS

8

P

Parent Undertaking .......................................... 21

Pooling Agreement .......................................... 22

Pre-acquisition Period ..................................... 36

Previous Takeover Offer ................................. 18

S

SE Works Council ........................................... 10

Shareholders' Agreement ................................. 21

Statement ......................................................... 10

Supervisory Board ........................................... 10

T

Tender Offer Statement ................................... 14

Traviata II ........................................................ 18

U

UniCredit Bank ............................................... 45

USA ................................................................. 13

V

Virtual Stock Option Plan ............................... 71

W

WpHG ............................................................. 18

WpÜG ............................................................... 9

WpÜG Offer Regulation ................................. 41

X

XETRA ........................................................... 23

GENERAL INFORMATION ABOUT THIS STATEMENT

9

I. GENERAL INFORMATION ABOUT THIS 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 Übernahme-

gesetz, "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 Netherlands, 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 affiliat-

ed with it as the parent company within the meaning of Secs. 15 et seqq. of the German Stock Cor-

poration 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 Bidder is a holding company held indirectly by funds that are advised by KKR (the Bidder's

corporate structure is set out in more detail in Section II.2.2 of this Statement).

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 Sec-

ondary Regulated Market) and on the open market (im Freiverkehr) of the stock exchanges in Düs-

seldorf, Hamburg, Hanover, Munich and Stuttgart and on the Tradegate Exchange. Details on the

Axel Springer Shares are set out in Section II.1.7 of this Statement.

For this purpose, the Bidder and the Company entered into a delisting agreement (the "Delisting

Agreement") on 23 January 2020 under which the Company has agreed to apply for revocation of

the admission of the Axel Springer Shares to trading on the regulated market of the Frankfurt Stock

Exchange pursuant to Sec. 39 (2) sentence 1 BörsG ("Delisting") no later than five working days

prior to the expiry of the Acceptance Period for the Delisting Offer (such application, the "Delist-

ing Application"). In addition, Axel Springer has agreed to take all reasonable steps, after prior

coordination with the Bidder, to end the inclusion of the Axel Springer Shares in the sub-segment


10

of the open market of the Berlin stock exchange (Berlin Secondary Regulated Market) and in the

open market of the stock exchanges in Düsseldorf, Hamburg, Hanover, Munich and Stuttgart and in

Tradegate Exchange – to the extent that this inclusion had been applied for by Axel Springer – with

effect from the time of the Delisting at the earliest. More details on the Delisting Agreement are set

out in Section III.2 of this Statement.

The Offer Document was submitted to the Executive Board (Vorstand) of Axel Springer (the "Ex-

ecutive Board") on 21 February 2020. 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 Delisting Offer. The Ex-

ecutive Board and the Supervisory Board each resolved on this Statement on 27 February 2020. In

the context of the Statement, the Executive Board and the Supervisory Board point out the follow-

ing in advance:

1. Important note regarding the annual report for the 2019 fiscal year

The information in this Statement, in particular in Sections II.1.9 to II.1.11, already take ac-

count of key financial figures and other content of the single-entity and consolidated financial

statements for the 2019 fiscal year as prepared by the Executive Board and audited by the

auditor. The 2019 single-entity and consolidated financial statements have not been approved

by the Supervisory Board so far and have thus not been adopted yet. The 2019 single-entity

and consolidated financial statements are scheduled to be approved and adopted on

10 March 2020. The Company's annual report for the 2019 fiscal year, which includes the

2019 single-entity and consolidated financial statements, is to be published on 11 March 2020.

The annual report for the 2019 fiscal year will be available on the Company's website at

https://www.axelspringer.com/de/publikationen/finanzpublikationen

as of 11 March 2020.

The Axel Springer Shareholders are recommended to take note of the 2019 Annual Financial

Statements prior to making a decision on the acceptance of the Delisting Offer.


11

2. Legal and factual bases

Under Sec. 27 (1) sentence 1, (3) WpÜG, the executive board and the supervisory board of a target

company are required to issue and publish a reasoned statement on a public tender 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 Delisting Offer. This Statement is being issued solely

under German law.

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 the European Union. To the extent terms

such as "at this point in time", "at the date hereof", "currently", "at the moment", "now", "at pre-

sent" or "today" are used, these terms refer to the date of publication of this Statement, i.e.,

27 February 2020, unless explicitly stated otherwise.

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 inten-

tions, 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 Delisting 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 later change its stated

intentions and that the intentions published in the Offer Document will not be implemented or will

be implemented in another way.


12

3. No statements by the competent works councils

The competent works councils of Axel Springer have informed the Executive Board that they do

not intend to issue statements of their own regarding the Delisting Offer under Sec. 27 (2) WpÜG.

4. Publication of this Statement and possible amendments to the Delisting Offer

This Statement and any supplements and/or additional statements regarding any amendments to the

Delisting 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_delisting

in German and at

go.axelspringer.com/kkr_delisting_en

as a non-binding English translation.

Copies of the statements 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 the Statement will also be available for distribution free of

charge at Axel Springer SE, Investor Relations, Markgrafenstraße 19A, 10969 Berlin, Germany.

Publication and availability of copies for distribution free of charge will be announced in the Ger-

man Federal Gazette (Bundesanzeiger).

This Statement and any supplements and/or additional statements regarding any amendments to the

Delisting 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 ver-

sions are authoritative.

5. Independent responsibility of Axel Springer Shareholders

The Executive Board and the Supervisory Board point out that the description of the Delisting Of-

fer contained in this Statement does not purport to be complete and that solely the terms of the Of-

fer Document apply to the content and the settlement of the Delisting 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 refer-

ence to, quotes, summarizes or repeats the Delisting Offer or the Offer Document, such statements


13

will only be deemed references, i.e., the Executive Board and the Supervisory Board neither make

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

the correctness or completeness of the Delisting Offer or Offer Document.

According to the Bidder's statements in Section 13 of the Offer Document, the Delisting 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 Delisting Offer is not

addressed to, and cannot be accepted with regard to the Axel Springer ADRs by, holders of Ameri-

can 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 IV.4.6 of this Statement and Section 13.8 of

the Offer Document.

In Section 1.2 of the Offer Document, the Bidder further points out that for Axel Springer Share-

holders 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 coun-

try 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 Delisting

Offer outside the Federal Republic of Germany, the Member States of the European Union and of

the European Economic Area or the United States of America ("USA") may be subject to certain

legal restrictions. The Bidder assumes no responsibility for the acceptance of the Delisting Offer

outside the Federal Republic of Germany, the Member States of the European Union and of the

European Economic Area or the USA being permissible under the relevant applicable statutory

provisions.

Each Axel Springer Shareholder must, at his or her own responsibility, take note of the Offer Doc-

ument, form his or her own opinion of the Delisting 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 Delisting 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 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 suffi-

cient 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 Delisting Offer, they are responsible for complying with the requirements

and conditions described in the Offer Document.

GENERAL INFORMATION ABOUT AXEL SPRINGER AND THE BIDDER

14

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

intend to accept the Delisting 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, par-

ticularly those receiving the Offer Document outside of the Federal Republic of Germany, or those

who wish to accept the Delisting 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.

6. 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.

This Statement does not constitute a statement pursuant to Sec. 14 (d) (1) or 13 (e) (1) of the Secu-

rities Exchange Act 1934, as amended, in conjunction with the General Rules and Regulations ap-

plicable 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 cus-

tomary 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. Fur-

thermore, 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 dis-

approved 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 Ber-

lin, Germany, registered with the commercial register (Handelsregister) of the Local Court

(Amtsgericht) of Charlottenburg (Berlin) under no. HRB 154517 B. The Company's business ad-


15

dress 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 (a) journalism, communications,

information and entertainment; (b) development and operation of digital platforms, in particular in

the areas of journalistic content and job and real estate classifieds; (c) marketing of, acting as in-

termediary 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 (d) 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 inter-

ests 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.

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). At the end of

31 May 2020, Dr. Andreas Wiele will leave the Executive Board of the Company and will no long-

er be working for the Company. From that date on, the Executive Board of Axel Springer will con-

sist of only four members.

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), Philipp Freise, Oliver Heine, Johannes P. Huth, Franziska Kayser,

Ulrich Plett, Prof. Dr.-Ing. Wolfgang Reitzle and Martin Varsavsky.

1.3 Capital 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 (Namen-


16

saktien) representing a notional amount of the share capital 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 be transferred only with the consent of the Company (restrictions on transferabil-

ity). 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 the 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. In the Delisting Agreement, the Com-

pany has granted its consent to the acquisition of Axel Springer Shares by the Bidder in the period

between the publication on 23 January 2020 of the intention to make a Delisting Offer and the con-

summation of the Delisting Offer. This consent relates, in particular, to the Axel Springer Shares

tendered into the Delisting Offer.

In accordance with § 5 (4) of the Articles of Association, based on the resolution of the sharehold-

ers' 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 con-

tributions in cash and/or in kind (including mixed contributions in kind). In general, the sharehold-

ers shall be granted a subscription right on such occasions. However, the Executive Board is au-

thorized 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 Execu-

tive 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 may take place on the stock exchange or via a public offer directed to all

shareholders or a public invitation to tender shares 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 Shareholder structure

According to Section 6.5.1 of the Offer Document, as at the time of publication of the Offer Docu-

ment, the Bidder directly holds approximately 45.02% of the share capital and voting rights in the

Company (48,570,084 Axel Springer Shares). The Bidder has announced that it has acquired no

further Axel Springer Shares in the period up to and including 25 February 2020.


17

According to Section 6.5.2 of the Offer Document, Dr. h.c. Friede Springer directly holds approxi-

mately 5.1% of the share capital and voting rights in the Company (5,502,450 Axel Springer

Shares), and indirectly holds, via Axel Springer Gesellschaft für Publizistik GmbH & Co, a Ger-

man limited partnership (Kommanditgesellschaft) with its seat in Berlin, Germany, registered with

the commercial register of the Local Court of Charlottenburg (Berlin) under no. HRA 10472

("ASGP"), approximately 37.54% of the share capital and voting rights in the Company

(40,505,262 Axel Springer Shares). 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 42.64% of the share capital and voting rights in the Company.

According to the information in Section 6.5.3 of the Offer Document, Dr. Mathias Döpfner directly

holds approximately 0.12% of the share capital and voting rights in the Company (126,345 Axel

Springer Shares) and indirectly holds, (i) via Brilliant 310. GmbH, a German limited liability com-

pany (Gesellschaft mit beschränkter Haftung (GmbH)) with its seat in Berlin, Germany, registered

with the commercial register of the Local Court of Charlottenburg (Berlin) under no. HRB 102468

("Brilliant"), a proportion of approximately 0.86% of the share capital and voting rights in the

Company (923,224 Axel Springer Shares) and (ii) via Epiktet GmbH & Co. KG, a German limited

partnership (Kommanditgesellschaft) with its seat in Hohen Neuendorf, Germany, registered with

the commercial register of the Local Court of Neuruppin under no. HRA 3277 ("Epiktet"), a pro-

portion of approximately 1.83% of the share capital and voting rights in the Company (1,978,800

Axel Springer Shares). In aggregate, Dr. Mathias Döpfner, Brilliant and Epiktet thus directly hold

approximately 2.81% of the share capital and voting rights in the Company (3,028,369 Axel

Springer Shares).

As the Bidder, Dr. h.c. Friede Springer and Dr. Mathias Döpfner are coordinating their behavior

with regard to the Company, the voting rights attached to the Axel Springer Shares directly and

indirectly held by them are mutually attributed to them. The underlying agreements are summa-

rized in Section II.1.5 below. The remaining Axel Springer Shares are held as follows:

According to the information in Section 7.1 of the Offer Document, (i) Axel Sven Springer directly

holds approximately 5.05% (5,444,767 Axel Springer Shares) of the share capital and voting rights

in the Company and (ii) Ariane Melanie Springer directly holds approximately 0.96% (1,039,467

Axel Springer Shares) of the share capital and voting rights in the Company (Axel Sven Springer

and Ariane Melanie Springer together also referred to as the "Family Shareholders").

A total of 3,804,912 Axel Springer Shares is not held by the shareholders referred to above; this

corresponds to a proportion of approximately 3.53% of the share capital and voting rights in the

Company. According to the voting rights announcements pursuant to Secs. 33 et seqq. of the Ger-


18

man Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") received by the Company by

26 February 2020, there are no other persons currently holding notifiable holdings in the Company

(i.e., holdings of a minimum of 3% of the voting rights) within the meaning of Secs. 33 et seqq.

WpHG.

1.5 Previous Takeover Offer, Agreement of 12 June 2019, Investor Agreement, Shareholders'

Agreement and Pooling Agreement

1.5.1 Previous Takeover Offer

For the most part, the Bidder's participation in the Company was acquired under the voluntary pub-

lic takeover offer of 5 July 2019 for a consideration in the amount of EUR 63.00 per Axel Springer

Share (the "Previous Takeover Offer"). The Previous Takeover Offer had not been submitted by

the Bidder but by the Bidder's sole shareholder, Traviata II S.à r.l., a limited liability company un-

der Luxembourg law (société à responsabilité limitée) with its seat in Luxembourg, registered with

the Luxembourg commercial and companies register (Registre de Commerce et des Sociétés) under

B235039 ("Traviata II"). The Previous Takeover Offer was consummated on 18 December 2019.

As a result of the consummation, a total of 45,859,688 Axel Springer Shares were transferred di-

rectly to the Bidder.

The Previous Takeover Offer submitted by Traviata II had been aimed at the acquisition of a partic-

ipation in Axel Springer for the purpose of supporting the Company's strategy together with

Dr. h.c. Friede Springer and Dr. Mathias Döpfner (together, the "Existing Shareholders"). To this

end, Traviata II and the Bidder (together, the "Investor") entered into an agreement with the Exist-

ing Shareholders on 12 June 2019 (the "Agreement of 12 June 2019").

1.5.2 Agreement of 12 June 2019

Under the Agreement of 12 June 2019, the parties agreed, subject to the consummation of the Pre-

vious Takeover Offer, to coordinate their behavior with regard to the Company for the purpose of

jointly supporting the Company's strategy. The Existing Shareholders entered into the obligations

under the Agreement of 12 June 2019 partly for themselves and in some areas on behalf of the

companies controlled by them. The companies controlled by Dr. h.c. Friede Springer for which

Dr. h.c. Friede Springer has entered into obligations under the Agreement of 12 June 2019 are

Friede Springer GmbH & Co. KG, a German limited partnership (Kommanditgesellschaft) with its

seat in Berlin, Germany, registered with the commercial register of the Local Court of Charlotten-

burg (Berlin) under HRA 37113 B ("FSKG"), and ASGP. The company controlled by Dr. Mathias

Döpfner for which Dr. Mathias Döpfner has entered into obligations under the Agreement of

12 June 2019 is Epiktet (together with FSKG and ASGP the "Existing Shareholders' Compa-

nies").


19

1.5.3 Investor Agreement

Also on 12 June 2019, the Investor and the Existing Shareholders' Companies on the one hand and

the Company on the other hand entered into an investor agreement (the "Investor Agreement")

that set out, in particular, material terms and conditions of the Previous Takeover Offer, and under

which the Company undertook to support the takeover offer. The most important principles and

terms of the Investor Agreement that will remain relevant after the consummation of the Previous

Takeover Offer can be summarized as follows:

Guiding principles

The Investor Agreement is based on the following guiding principles: (i) it will not affect the statu-

tory duties of the Executive Board and the Supervisory Board, and (ii) no influence will be exerted

on the editorial content of the journalist business of Axel Springer and its editorial independence is

to be ensured.

Governance and Supervisory Board of the Company

The arrangements agreed between the Investor and the Existing Shareholders in the Agreement of

12 June 2019 regarding the representation of the Existing Shareholders' Companies and of the In-

vestor in the Company's Supervisory Board and the composition of the Company's Executive

Board were also included in the Investor Agreement. Pursuant thereto, the Supervisory Board is to

continue to consist of nine members and be chaired by an independent chairman. For the term of

his current appointment, Ralph Büchi will remain the Chairman of the Supervisory Board. The

Investor will have the right to propose nominees for election to the Supervisory Board depending

on the amount of its investment; the number of nominees is limited, however, to a maximum of

four. For as long as the Investor holds an interest in the Company's share capital of more than 5%,

it is entitled to nominate one Supervisory Board member. If the Investor holds an interest in the

Company's share capital of at least 20%, it is entitled to nominate one member of the Chairman's

Committee (Präsidium) of the Supervisory Board. Currently (as set out in Section II.1.2 of this

Statement), three members nominated by the Investor are members of the Company's Supervisory

Board: Johannes Huth, Philipp Freise and Franziska Kayser.

Moreover, the parties to the Investor Agreement are in agreement that the Company is to remain a

two-tier European stock corporation (Societas Europaea, SE) with an Executive Board and a Su-

pervisory Board. The Investor Agreement also stipulates that the Investor and the Existing Share-

holders' Companies do not intend to make any structural changes to the Company 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


20

der Arbeitnehmer in einer Europäischen Gesellschaft, "SEBG") and that, additionally, might jeop-

ardize the special protection granted to the Company as a media company ("tendency" protection

(Tendenzschutz) within the meaning of German co-determination law). The Investor and the Exist-

ing Shareholders' Companies will coordinate the relevant steps to be taken with the Company on a

case-by-case basis.

Rules for future cooperation

The Investor and the Existing Shareholders' Companies have agreed that, as from the consumma-

tion of the Previous Takeover Offer, they will 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 have agreed that the

Investor's communication with Axel Springer after the consummation of the Previous Takeover

Offer will be effected via permanent contact persons.

The Investor and the Existing Shareholders' Companies have undertaken, subject to the consumma-

tion of the Previous Takeover Offer, to support the growth of, as well as investments in, the busi-

ness 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. The

Investor Agreement also includes customary non-competition clauses for the investor and the Ex-

isting 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 (includ-

ing the daily and Sunday newspapers of the WELT, the WELT digital offer and the TV news chan-

nel WELT) will be continued in the due discretion of the Executive Board.

No intention to sell

The Investor Agreement states that the Investor and the Existing Shareholders' Companies intend

not to sell any Axel Springer Shares for a period of, in principle, five years after the consummation

of the Previous Takeover Offer.

Term of the Investor Agreement

In the event of termination of the Shareholders' Agreement, which was entered into to supplement

and further specify the Agreement of 12 June 2019 (see Section 1.5.4 of this Statement), the Inves-

tor Agreement will end as well, provided that, for the purposes of this paragraph, the Shareholders'


21

Agreement will be deemed terminated even if only the Investor's right to nominate one member of

the Company's Supervisory Board based on a participation of at least 5% still exists. As for the

other provisions of the Investor Agreement, certain terms – most of them relating to the Company's

governance – will cease to apply if the Company is no longer jointly controlled by the Investor and

the Existing Shareholders' Companies. In addition, both parties have customary special termination

rights, for example, in the event of material breaches of duty.

1.5.4 Shareholders' Agreement

Simultaneously with the consummation of the takeover offer on 18 December 2019, the Agreement

of 12 June 2019 was supplemented and further specified by an exhaustive shareholders' agreement

between the Investor and the Existing Shareholders' Companies (the "Shareholders' Agreement").

Also on 18 December 2019, a parent company of the Bidder entered into an agreement on share-

holders' commitments with the Existing Shareholders regarding those obligations under the Share-

holders' Agreement by which inter alia the Axel Springer Shares that are held (directly or indirect-

ly) by the Existing Shareholders and that were not already subject to coordinated behavior based on

the Shareholders' Agreement became subject to the coordination of behavior (the "Parent Under-

taking"). The arrangements agreed in the Agreement of 12 June 2019 regarding the representation

of the Existing Shareholders' Companies and of the Investor in the Company's Supervisory Board

and the composition of the Company's Executive Board were also included in the Shareholders'

Agreement. The material provisions of the Investor Agreement regarding the composition of the

Supervisory Board and the Company's governance were likewise included and affirmed in the

Shareholders' Agreement. The five-year lock-up period starting upon the consummation of the

Previous Takeover Offer was also affirmed in the Shareholders' Agreement.

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 shareholder

committee where their actions with respect to Axel Springer will be jointly coordinated. The share-

holder committee is an unincorporated body consisting of six members. Of those members, three

are appointed by the Investor and three by the Existing Shareholders' Companies. As a matter of

principle, the shareholder committee passes resolutions by simple majority vote; in the event of a

tie, the chairman appointed by FSKG has a casting vote. A unanimous resolution is required to be

adopted by the shareholder committee, however, regarding certain reserved matters.

1.5.5 Pooling Agreement between Dr. h.c. Friede Springer and Dr. Mathias Döpfner

Furthermore, according to the information provided in Section 6.5.4 of the Offer Document, all

Axel Springer Shares held directly or indirectly by Dr. Mathias Döpfner and Dr. h.c. Friede

Springer are pool-linked. This is based on the pooling agreement entered into between


22

Dr. h.c. Friede Springer and FSKG on 14 August 2012, which Dr. Mathias Döpfner joined on the

same day (the "Pooling Agreement"). On 17 December 2019, the Pooling Agreement was updated

by an agreement entered into between Dr. h.c. Friede Springer, ASGP, FSKG and Dr. Mathias

Döpfner and Epiktet. ASGP and Epiktet have joined the Pooling Agreement, and Dr. Mathias Dö-

pfner and Dr. h.c. Friede Springer have joined the Pooling Agreement with their previously not

pool-linked Axel Springer Shares. The terms of the Pooling Agreement currently require, inter alia,

the following: The voting rights and other rights arising from the pool-linked Axel Springer 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 Axel Springer Shares. In total, the Pooling Agreement

currently includes 49,036,081 voting Axel Springer Shares. Pursuant to the agreement of

17 December 2019, the provisions applicable to the pool-linked shares regarding the exercise of

voting rights at the shareholders' meeting of Axel Springer now also apply mutatis mutandis to the

exercise of rights and performance of duties under the Investor Agreement, the Agreement of

12 June 2019, in the shareholder committee and under the Shareholders' Agreement and under the

Parent Undertaking. Where voting at the shareholders' meeting is governed by these agreements,

these provisions will take precedence over the provisions of the Pooling Agreement. The pool

members will always cast a uniform vote for the pool-linked Axel Springer Shares.

1.6 Persons acting jointly with Axel Springer

Annex 1 of the Offer Document contains a list of the indirect and direct subsidiaries of Axel

Springer SE, which are therefore to be deemed persons acting jointly with each other and with Axel

Springer pursuant to Sec. 2 (5) sentence 3 WpÜG.

Based on the shareholder structure described in Section II.1.4 and the agreements between share-

holders described in Section II.1.5 of this Statement, it must be assumed that the Bidder and

Dr. h.c. Friede Springer exert a controlling influence within the meaning of Sec. 2 (6) WpÜG over

the Company. Dr. Mathias Döpfner, on the other hand, does not exert a controlling influence within

the meaning of Sec. 2 (6) WpÜG over the Company because Dr. h.c. Friede Springer directly and

indirectly holds the vast majority of the Axel Springer Shares that are subject to the Pooling

Agreement. Based on this assumption, Axel Springer SE and its subsidiaries listed in Annex 1 of

the Offer Document must be deemed to be persons acting jointly with Dr. h.c. Friede Springer and

the Bidder pursuant to Sec. 2 (5) sentence 3 WpÜG. As a consequence, the companies via which

Dr. h.c. Friede Springer (indirectly) holds her participation in Axel Springer SE, i.e. – as described

in more detail in Section 6.5.2 of the Offer Document – AS Publizistik GmbH, ASGP, FSKG and


23

Friede Springer Verwaltungs GmbH, and the Bidder Parent Companies listed in part 1 of annex 3

of the Offer Document are also persons acting jointly with Axel Springer SE.

1.7 Representation and listing of the Axel Springer Shares; listed bonds

The Axel Springer Shares are represented by four global certificates deposited with Clearstream

Banking AG, Frankfurt am Main, Germany ("Clearstream"):

Certificate no.

ISIN Share nos. Number of shares

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.1.7: 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 ("Listed Axel Springer

Shares"). In addition, the Listed Axel Springer Shares are traded on the stock exchanges in

Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart and on the Tradegate Ex-

change on the open market (im Freiverkehr).

The 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"). According to the information provided by the Bidder, 396,738 Non-

Listed Axel Springer Shares are held directly by the Bidder and the remaining 40,505,262

Non-Listed Axel Springer Shares are held indirectly by Dr. h.c. Friede Springer via ASGP.

The Company has issued interest-bearing bonds with a total volume of EUR 702,000,000, which

are admitted to trading on the regulated market of the Frankfurt Stock Exchange and are also being

traded on other stock exchanges. Bonds with maturities between 28 February 2020 and 31 March

2020 will be redeemed and cease to be listed.


24

1.8 2019 single-entity and consolidated financial statements, 2019 annual report, 2020 Annual

Shareholders' Meeting

The Executive Board has prepared the single-entity and consolidated financial statements for the

2019 fiscal year on 18 February 2020. On 18 February 2020, it made a proposal as to the appropria-

tion of distributable profit that provides for payment of a dividend of EUR 1.16 per Axel Springer

Share. The Company's auditor has audited the single-entity and consolidated financial statements

and issued an unqualified audit opinion for both sets of financial statements on 19 February 2020.

The Executive Board will submit the audited single-entity and consolidated financial statements

together with the proposal as to the appropriation of distributable profit to the Company's Supervi-

sory Board probably on 2 March 2020. The Supervisory Board will decide on the approval of the

single-entity and consolidated financial statements and on the proposal as to the appropriation of

distributable profit on 10 March 2020. The Company's annual report for the 2019 fiscal year is to

be published on 11 March 2020.

The Company's annual shareholders' meeting is scheduled to take place on 22 April 2020 (the

"2020 Annual Shareholders' Meeting"); the invitation to the meeting is expected to be published

in the German Federal Gazette (Bundesanzeiger) on 16 March 2020. The invitation will include the

management's proposal as to the appropriation of distributable profit. All Axel Springer Sharehold-

ers recorded in the Company's share register are entitled to attend the 2020 Annual Shareholders'

Meeting and to exercise their voting rights provided that the registration for participation in the

2020 Annual Shareholders' Meeting is received by the Company at least four days – not counting

the day of the 2020 Annual Shareholders' Meeting and the day of receipt – before the 2020 Annual

Shareholders' Meeting, i.e., the registration must have been received on or before 17 April 2020.

The Axel Springer Shareholders' claim to payment of any dividend resolved upon by the share-

holders' meeting becomes due and payable on the third business day following the date of the reso-

lution of the shareholders' meeting (Sec. 58 (4) sentence 2 AktG). A dividend is thus expected to be

paid on 27 April 2020 to all shareholders recorded in the Company's share register on the day of

the 2020 Annual Shareholders' Meeting.

1.9 Structure and business of the Axel Springer Group

In terms of revenues generated in the digital classifieds business and in terms of the number of

digital subscriptions, Axel Springer is a leading media and technology enterprise whose key busi-

ness areas comprise digital classified ad services and journalism. 73.3% of revenues are generated

from digital activities. In terms of turnover, Axel Springer operates one of the world's largest port-

folios of digital classifieds. From an economic point of view, these offers are the most important

pillar in the Group, particularly those in the Jobs and Real Estate sub-segment. 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. In the 2019


25

fiscal year, the Marketing Media segment comprised all business models that generate revenues

predominantly through reach-based or performance-based forms of advertising.

Axel Springer SE, 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.

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.1.9/1: Segments of the Axel Springer Group in 2019

Classifieds Media

The Classifieds Media segment encompasses all business models that generate their revenues pri-

marily 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 two operating areas: StepStone and

AVIV. The following graph gives an overview of the main brands in the Classifieds Media portfo-

lio:


26

Overview II.1.9/2: Classifieds Media portfolio

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:

Overview II.1.9/3: News Media portfolio

Marketing Media

In the Marketing Media segment, all business models are comprised the proceeds of which are

generated predominantly by advertisers in reach-based or performance-based marketing. In the

2019 fiscal year, the Marketing Media segment was divided into reach-based and performance-

based offers. The principal activities are summarized in the graph below:


27

Overview II.1.9/4: Marketing Media portfolio

Services/Holding

In the Services/Holding segment, group services, which also included the three domestic printing

plants in the 2019 fiscal year, as well as the holding functions are reported. Group services are pur-

chased by group-internal customers at standard market prices.

1.10 Business development and selected financial information

1.10.1 Development of revenues in the 2019 fiscal year

Revenues in EUR millions

2019

2018 +/- in %

Classifieds Media 1,213.8 1,212.5 +0.1

News Media 1,430.9 1,496.2 -4.4

Marketing Media 421.5 418.3 +0.8

Services/Holding 46.0 53.7 -14.4

Axel Springer Group 3,112.1 3,180.7 -2.2

Overview II.1.10/1: Revenues 2018 and 2019

In the 2019 fiscal year, revenues of EUR 3,112.1 million were 2.2% lower than the prior year

(EUR 3,180.7 million). The decline was due to consolidation effects. Organically, i.e., adjusted for

consolidation and currency effects, revenues were at the same level as in the prior year (+ 0,1%).

Overall, Axel Springer generated 73.3% of the revenues in the digital segment in the 2019 fiscal

year.


28

1.10.2 Development of adjusted EBITDA in the 2019 fiscal year

Adjusted EBITDA in EUR millions

2019

2018 +/- in %

Classifieds Media 468.4 487.2 -3.8

News Media 138.5 228.2 -39.3

Marketing Media 107.8 89.6 20.3

Services/Holding -84.1 -67.0 –

Axel Springer Group 630.6 737.9 -14.5

Overview II.1.10/2: Adjusted EBITDA 2018 and 2019

In the 2019 fiscal year, the adjusted EBITDA (earnings before interest, taxes, depreciation and

amortization) was EUR 630.6 million and therefore down by 14.5% compared with the prior year

(EUR 737.9 million). The margin declined from 23.2% to 20.3%. Some of the decline was due to

consolidation effects. Currency effects did not play a material role. Organically, i.e. adjusted for

consolidation and currency effects, adjusted EBITDA declined by 11.0%. This decline is for the

most part due to provisions made for the substantial restructuring measures announced for the

News Media National sub-segment.

1.10.3 Development of adjusted EBIT in the 2019 fiscal year

Adjusted EBIT in EUR millions

2019

2018 +/- in %

Classifieds Media 377.9 406.7 -7.1

News Media 72.1 158.2 -54.4

Marketing Media 83.3 66.0 +26.1

Services/Holding -118.6 -103.0 -

Axel Springer Group 414.5

527.9 -21.5

Overview II.1.10/3: Adjusted EBIT 2018 and 2019

Compared with the prior year, adjusted EBIT (earnings before interest and taxes) declined by

21.5% to EUR 414.5 million (previous year: EUR 527.9 million). The decline, which is higher than

the decline in EBITDA, is due to increased amortization and depreciation. Organically, EBIT de-

clined by 16.8%. Similarly to adjusted EBITDA, the decline in organic terms was mostly due to

provisions made for the announced restructuring measures. The EBIT margin of 13.3% was below

the level of the prior year (16.6%).


29

1.10.4 Development of earnings per share in the 2019 fiscal year

In the 2019 fiscal year, the adjusted net income of the Group declined by 21.5% to EUR 263.7

million (previous year: EUR 335.7 million). As a result of an increase in minority interests, adjust-

ed earnings per share declined by 25.9% to EUR 2.02; organically, adjusted earnings per share

were 20.8% lower than in the prior year.

1.10.5 Outlook

Strategic and organizational orientation

Axel Springer intends to become the global market leader in digital journalism and classified ad

services. To reach this goal, it permanently develops its offering and seeks to further enlarge its

business organically and, where possible, by way of targeted acquisitions. Together with KKR,

Axel Springer intends to keep pursuing the growth path on which it has set out and to generate

long-term enterprise value appreciation.

Anticipated business developments and financial performance of the Group

The forecast for the 2020 fiscal year takes into account the consolidation effects from the

transactions in the 2019 fiscal year, mainly the deconsolidation of the @Leisure Group as of June

2019, various acquisitions for StepStone, in particular, the inclusion of Appcast as of July 2019 and

the first-time consolidation of MeilleursAgents in the area of the AVIV Group as of October 2019.

The forecast takes into account the new attribution of individual companies within the segments

applicable as from 1 January 2020. With the beginning of the 2020 fiscal year, reporting in all four

segments will be adjusted so that it will reflect the changed internal control structure. This relates,

in particular, to the News Media, Marketing Media and Services/Holding segments. The most

important adjustments include the attribution of the idealo Group (previously attributed to the

Marketing Media segment) to the News Media National sub-segment and also the inclusion of

Bonial, eprofessional and finanzen.net (each previously attributed to Marketing Media) in the News

Media International sub-segment. Thus the key operational unit remaining in the Marketing Media

segment, which will no longer be divided into sub-segments, is the Awin Group. Moreover, the

three domestic printing plants (formerly part of Services/Holding) are now attributed to the News

Media National sub-segment. Except for the IT division, which will also be part of the News Media

National sub-segment as from January 2020, the key holding functions will continue to be

consolidated in the non-operating Services/Holding segment also in the future. This results in the

following adjusted figures for the individual segments for the 2019 fiscal year:


30

Adjusted figures for 2019

in EUR millions Revenues Adjusted EBITDA Adjusted EBIT

Classifieds Media 1,214.2 466.7 375.8

News Media 1,761.6 210.5 99.9

Marketing Media 129.6 35.6 23.6

Services/Holding 6.7 –82.1 –84.7

For the 2020 fiscal year, Axel Springer expects growth in Group revenues to remain on the prior-

year level. For adjusted EBITDA, the Company expects a decline in the low to mid double-digit

percentage range* due to increased investments in future growth. For adjusted EBIT, the

expectation is a significant decline compared to the prior year due to higher depreciation,

amortization and impairment.

The revenues of the Classifieds Media segment are expected to grow in the low to mid single-digit

percentage range. Consolidation effects, in particular, those from the first-time consolidation of

Appcast as of July 2019 and MeilleursAgents as of October 2019 are set off primarily by the

deconsolidation effect from the sale of the @Leisure Group as of June 2019. For adjusted

EBITDA, a decline in the high double-digit percentage range* due to increased investments in

future growth is expected. For adjusted EBIT, Axel Springer expects a figure that is significantly

lower than in the prior year due to higher depreciation, amortization and impairment.

In the News Media segment, the Company anticipates a mostly market-related decline in the low

single-digit percentage range in the 2020 fiscal year. Adjusted EBITDA is expected to remain on

the prior-year level, whereas adjusted EBIT is expected to decline in the mid single-digit

percentage range due to higher depreciation, amortization and impairment.

In the Marketing Media segment, revenues are expected to grow in the low to mid single-digit

percentage range. Axel Springer expects growth in adjusted EBITDA to remain on the prior-year

level. For adjusted EBIT, Axel Springer expects a decline in the low single-digit percentage range.

In the Services/Holding segment, the Company anticipates a decline in revenues in the high single-

digit percentage range. Growth in adjusted EBITDA is expected to remain on the prior-year level.

In the case of adjusted EBIT, Axel Springer expects an increase (improvement) in the mid single-

digit percentage range.

* The term "double-digit percentage range" refers to the range of at least 10% and at most 20%, in line with

the English term "teens".


31

With regard to liquidity and financial position, investments in property, plant and equipment and

intangible assets will be stable at the prior-year level as expected. In this context, investments in the

new building in Berlin continue to have an impact, albeit to a lesser extent than in the prior year.

The sale of the new building is to be completed in 2020. Excluding the investments for the new

building, investments are expected to be significantly above the prior-year figure. Financing will be

provided by operating cash flow.

Future dividend proposals submitted to the shareholders' meeting are to take into account the status

of the implementation of the growth strategy at the relevant point in time and the financing required

therefor.

The annual average number of employees in the Group for 2020 is expected to be higher than the

prior-year figure. This is largely due to acquisitions and organic growth in staff in connection with

the further transformation of the Company.

The future development of the financial performance, liquidity, and financial position has been

planned on the basis of assumptions that the Company believes are plausible and sufficiently

probable. However, actual developments could possibly be much different from the assumptions

applied and thus from the business plans and trend forecasts prepared on the basis of those

assumptions.

In particular, the forecast is based on the assumption that no significant deterioration in the

expectations regarding the economic environment will follow and that the actual exchange rates do

not deviate significantly from the underlying assumed exchange rates.

The forecasts for revenues, adjusted EBITDA and adjusted EBIT include the effects of known

acquisitions and divestments expected at the time of the preparation of the financial statements (see

above) as well as planned restructuring expenses.

1.11 Axel Springer's strategy

Axel Springer has become the European market leader in terms of various key ratios such as reach,

revenues or profit and is now pursuing the goal of becoming a global market leader in digital jour-

nalism and digital classifieds. It therefore places strategic priority on the Classifieds Media and

News Media segments. For the purposes of implementing the strategy and improving the value of

the Company, the growth strategy is to be pursued even more persistently than in previous years.

Segment strategies:


32

In the Classifieds Media segment, Axel Springer intends to further expand its position as a leading

international provider of digital classified portals. In addition to organic development, further ac-

quisitions are intended to contribute to growth, depending on acquisition opportunities.

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 BILD and

WELT national brands in digital and print as well as the potential of international brands, such as

Business Insider.

The publishing area of Axel Springer is organized across print and digital brands. The editors to

work together brand-linked and cross-medially, however. In this way, the very different require-

ments 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 the 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. With the digital

brand subscriptions BILDplus and WELTplus, the basis of paying readers on the internet is estab-

lished and expanded. Business Insider also offers a digital subscription: BI Prime. Another focus is

the expansion of the video content in the digital offers of BILD and WELT. Capital expenditure to

broaden this offer is to be increased in the years to come.

Via the central marketer Media Impact, the segment offers advertisers an attractive, cross-media

and high-reach platform for advertising campaigns.

The strategy in the Marketing Media segment aims towards successfully advancing the closer inte-

gration of the activities bundled in the Awin Group through the standardization of the technical

platform and the expansion of services and the publisher network.

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 is a limited liability company under the laws of the Netherlands (Besloten Ven-

nootschap met beperkte aansprakelijkheid), registered with the Dutch commercial register (Kamer


33

van Koophandel) in Amsterdam, the Netherlands, under registration number 74999869, with its

registered office in Amsterdam, the Netherlands, and its administrative headquarters in Frankfurt

am Main, Germany. The Bidder's share capital amounts to EUR 1.00, which is divided into one

share with a nominal value of EUR 1.00. The Bidder was established on 3 June 2019.

The Bidder's corporate object comprises, inter alia, the acquisition, sale and holding of assets of

any kind. The Bidder currently holds no shares in other undertakings except for its participation in

Axel Springer. The managing directors (Geschäftsführer) of the Bidder are Markus Trierweiler,

Stefan Gerhard Lambert, Franziska Kayser and Christian Ollig.

2.2 Bidder's shareholder structure

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


34

Overview II.2.2: Bidder's shareholder structure

KKR ManagementLLP

KKR & Co. Inc.

KKR Group Holdings Corp.

KKR Europe V

Holdings Limited

KKR Europe V S.à r.l .

KKR Traviata Aggregator GP LLC

Traviata I S.à r.l .

Traviata II S.à r.l .

KKR Traviata Aggregator L. P .

KKR SPLimited

KKR European

Fund V

(USD) SCSp

KKR Associates Europe V SCSp

KKR Group Partnership L.P.

GP

GP

GP

GP

VP

Interest that confers

control

Traviata B.V.

GP General Partner VP Voting Partner


35

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 LLP and KKR & Co. Inc. controlled by the former

(together with their affiliated companies, "KKR"). According to the Offer Document, the

shareholders of KKR Management LLP are a number of individuals none of whom controls KKR

Management LLP. 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 218 billion under management (as of 31 December 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.

2.3 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 3 of the Offer Document.

2.4 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 re-

garding the attribution of voting rights from Axel Springer Shares pursuant to Sec. 30 WpÜG, ref-

erence is made to Sections 6.5.1 to 6.5.6 of the Offer Document.

For information regarding instruments pursuant to Sec. 38 WpHG held at the time of the publica-

tion of the Offer Document by the Bidder and by persons acting jointly with the Bidder within the

meaning of Sec. 2 (5) WpÜG or by their subsidiaries, reference is made to Section 6.5.7 of the

Offer Document.

2.5 Information about securities transactions executed in the Pre-acquisition Period

According to the information provided by the Bidder in Section 6.6 of the Offer Document, in the

period starting six months before the publication of the decision to make the Delisting Offer on

23 January 2020 and ending upon publication of the Offer Document on 21 February 2020 (the

INFORMATION ABOUT THE DELISTING

36

"Pre-acquisition Period"), neither the Bidder nor persons acting jointly with the Bidder, or their

subsidiaries within the meaning of Sec. 2 (5) WpÜG acquired any Axel Springer Shares or entered

into any agreements under which the transfer of title to Axel Springer Shares could be claimed,

apart from the acquisitions specified in the Offer Document (Previous Takeover Offer, contribution

of shares into Epiktet and other off-exchange acquisitions made by the Bidder and by persons act-

ing jointly with the Bidder, or their subsidiaries within the meaning of Sec. 2 (5) WpÜG).

For the 45,859,688 Axel Springer Shares tendered under the Previous Takeover Offer, a considera-

tion of EUR 63.00 was paid for each Axel Springer Share. Epiktet did not grant any consideration

to Dr. Mathias Döpfner for his contribution of 1,978,800 Axel Springer Shares into the capital re-

serve of Epiktet. The highest consideration paid by the Bidder and by persons acting jointly with

the Bidder within the meaning of Sec. 2 (5) WpÜG for the acquisition of Axel Springer Shares

during the Pre-acquisition Period outside the Previous Takeover Offer amounted to EUR 63.00 per

Axel Springer Share. Details regarding these acquisitions effected on and off the stock exchange

during the Pre-acquisition Period are summarized in annex 4 of the Offer Document.

3. 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 of the Delisting Offer on or

off the stock exchange. The Bidder states that any such acquisitions or arrangements to acquire

Axel Springer Shares will be in compliance with applicable laws. The Company has already grant-

ed its consent to such parallel acquisitions for the period up to the consummation of the Delisting

Offer.

III. INFORMATION ABOUT THE DELISTING

1. Consideration of a delisting by the Bidder the Bidder and the Company

Based on the discussions between the Investor and shareholders of the Company held directly after

the publication of the decision to launch the Previous Takeover Offer on 12 June 2019, the Investor

had come to the conclusion that delisting the Company after the consummation of the Previous

Takeover Offer would make sense. The Investor thus intended to propose to the Existing Share-

holders and the Executive Board of the Company – subject to the consummation of the Previous

Takeover Offer – to file an application under Sec. 39 (2) sentence 1 BörsG for revocation of the

admission of the Axel Springer Shares to trading on the regulated market of the Frankfurt Stock

Exchange. The Investor has communicated this assessment and intention to the Company's Execu-

tive Board and the Existing Shareholders by letter dated 22 June 2019. This intention was already

disclosed in the offer document in relation to the Previous Takeover Offer, which was published on

5 July 2019. The Executive Board and the Supervisory Board had already stated their belief in the


37

reasoned statement on the Previous Takeover Offer that a delisting generally made sense because 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.

In view of, inter alia, the small percentage of Axel Springer Shares remaining in free float (for

details, see Section II.1.4 of this Statement), after the consummation of the Previous Takeover Of-

fer the Investor again reviewed the advantages of having the Company delisted and discussed them

with the Company. In those discussions, the Bidder communicated its willingness to submit a pub-

lic tender offer to create the conditions required for the filing of a delisting application under

Sec. 39 (2) sentence 3 no. 1 BörsG provided that a delisting agreement would be concluded with

the Company.

The Executive Board and the Supervisory Board have thoroughly reviewed the advantages and

disadvantages of a delisting with the assistance of their financial and legal advisers. Dr. Julian

Deutz, acting as CFO on behalf of the Executive Board, led the review and the negotiations with

the Bidder regarding a delisting agreement. On 23 January 2020, the Executive Board and the Su-

pervisory Board resolved on the conclusion of the Delisting Agreement negotiated with the Bidder.

The Executive Board and the Supervisory Board resolved to conclude the Delisting Agreement

negotiated with the Bidder and to implement the Delisting pursuant to the terms of the Delisting

Agreement (details on the terms of the agreement are set out in Section III.2 of this Statement).

The Executive Board and the Supervisory Board have come to the conclusion that the Delisting is

in the best corporate interest of Axel Springer. The Executive Board and the Supervisory Board

believe that Axel Springer does not depend on access to the stock exchange as a means of raising

capital and will be best positioned for the future as an unlisted company. The Delisting will permit

the Company to make strategic decisions with a long-term perspective independent of the investors'

expectations and the special rules and regulations applicable to listed companies. Moreover, the

Delisting will help reduce administrative expenses that would be incurred as a result of the addi-

tionally applicable legal provisions if the stock exchange listing were maintained. As the regulatory

efforts in connection with the admission to stock exchange trading will no longer be necessary and

financial reporting will be made easier, management capacities will be freed as well. The Executive

Board and the Supervisory Board also assume that the Delisting and the fact that the relating finan-

cial reporting will no longer be necessary will have only minor effects on the commercial and legal

terms and conditions of any new financing arrangements. Existing financing arrangements will not

be adversely affected by the Delisting.

During the entire process, the Supervisory Board members Philipp Freise, Johannes P. Huth and

Franziska Kayser refrained from participating in the deliberations and resolutions of the Superviso-


38

ry Board regarding the Delisting and the Delisting Agreement.

2. Delisting Agreement of 23 January 2020

The Bidder and the Company have set out their mutual understanding and their intentions regarding

the Delisting in the Delisting Agreement of 23 January 2020.

2.1 The Bidder's Delisting Offer

In the Delisting Agreement, the Bidder has undertaken to publish its decision to make the Delisting

Offer in accordance with Sec. 10 WpÜG in conjunction with Sec. 39 (2) sentence 3 no. 1, (3)

BörsG without undue delay after the conclusion of the Delisting Agreement and to submit the cor-

responding offer document to the German Federal Financial Supervisory Authority (Bundesanstalt

für Finanzdienstleistungsaufsicht, "BaFin") within four weeks from the publication of the decision

to make the Delisting Offer. The Delisting Offer constitutes fulfillment of a key prerequisite for the

implementation of the Delisting under Sec. 39 BörsG.

2.2 The Company's support of the Delisting

In the Delisting Agreement, the Company has undertaken to support the Delisting Offer based on

the provisions of the Delisting Agreement and to the extent legally permissible and to take all steps

required for the implementation of the Delisting. Details regarding the point in time at which the

Company will file the Delisting Application with the Frankfurt Stock Exchange and the point in

time at which the Delisting is expected to take effect are set out in Section III.4 of this Statement.

In addition, the Company has agreed to take all reasonable steps to end the inclusion of the Axel

Springer Shares in the sub-segment of the open market of the Berlin stock exchange (Berlin Sec-

ondary Regulated Market) and in the open market of the stock exchanges in Düsseldorf, Hamburg,

Hanover, Munich and Stuttgart and in Tradegate Exchange – to the extent that this inclusion had

been applied for by Axel Springer SE – with effect from the time of the Delisting at the earliest.

The Company has also affirmed that – except for the notes with maturities until 31 March 2020, at

the latest, that are admitted to stock exchange trading and the admissions of Axel Springer Shares

described above – no other securities issued by the Company are admitted to trading on a regulated

market, any other organized trading venue or on the open market of a stock exchange to the extent

that the inclusion had been applied for by the Company. The Company will not apply for (a re-

newed) admission for trading of the Axel Springer Shares or any other securities issued by it on a

regulated market or on any other organized trading venue (especially on the open market).


39

2.3 Confirmations in the reasoned statement

The Executive Board and the Supervisory Board of the Company have undertaken in the Delisting

Agreement that they would confirm, after having reviewed the Offer Document and subject to their

statutory duties, in the reasoned statement in accordance with Sec. 27 (3) WpÜG in conjunction

with Sec. 14 (3) WpÜG, that (i) in their opinion, the Delisting Offer is in the best interest of the

Company and (ii) the consideration is at least equal to the statutory minimum price.

2.4 Consent to the acquisition of Axel Springer Shares

In the Delisting Agreement, the Company has granted its irrevocable consent pursuant to § 5 (3) of

the Company's Articles of Association to the acquisition of Axel Springer Shares by the Bidder in

the period between the publication on 23 January 2020 of the intention to make a Delisting Offer

and the consummation of the Delisting Offer. This irrevocable consent relates, in particular, to the

acquisition of Axel Springer Shares tendered into the Delisting Offer.

2.5 Intentions and obligations of the Bidder

The other agreements existing between the Bidder and the Company, in particular the Investor

Agreement, will not be affected by the Delisting Agreement and will continue to be valid. In the

Delisting Agreement, the Bidder confirmed that, going forward, it will continue – in line with the

Investor Agreement – to support the growth of the Axel Springer Group and investments made into

the Axel Springer Group's business and to keep developing the business activities of the Axel

Springer Group together with Axel Springer SE. The most important principles and terms of the

Investor Agreement that will remain relevant after the consummation of the Previous Takeover

Offer are set out in Section II.1.5.3 of this Statement.

2.6 Term of the Delisting Agreement

The term of the Delisting Agreement is one year as from its signing on 23 January 2020; it provides

for customary termination rights.

3. Further handling of the matter by the Executive Board and the Supervisory Board

To prepare the statement on the Delisting Offer to be issued under Sec. 27 WpÜG, the Supervisory

Board established a special committee on 13 February 2020, the members of which are Ralph

Büchi, Ulrich Plett and Prof. Dr.-Ing. Wolfgang Reitzle. The Executive Board and the Supervisory

Board of the Company have thoroughly reviewed the Offer Document published on 21 February

2020. As regards the Supervisory Board, the committee established to assist the Supervisory Board

has assisted in preparing the Statement.


40

On 27 February 2020, the Executive Board and the Supervisory Board decided to issue this joint

Statement. In this context, the Executive Board and the Supervisory Board decided to seek to

achieve the Delisting from the Frankfurt Stock Exchange with effect from probably 4 May 2020 so

that the Company would still be listed when the 2020 Annual Shareholders' Meeting takes place

and the 2019 dividend is paid out.

Where the existence of conflicts of interest could not be ruled out, the Supervisory Board members

Philipp Freise, Johannes P. Huth and Franziska Kayser refrained – as a precautionary measure –

from participating in their relevant functions at Axel Springer in any deliberations and resolutions

of the Supervisory Board, regarding the Statement on the Delisting Offer and the Delisting proce-

dure during the entire process (see also Section IX.1.2 of this Statement).

4. Delisting Application and entry into effect of the Delisting, cessation of inclusion in trading on

the open market

Taking into account the Delisting Agreement and the further coordination with the Bidder, the

Company will file the Delisting Application no later than five working days prior to the expiry of

the Acceptance Period for the Delisting Offer. In accordance with Sec. 46 (3) of the Exchange

Rules for the Frankfurt Stock Exchange (Börsenordnung der Frankfurter Wertpapierbörse), the

revocation of the admission to trading pursuant to Sec. 39 (2) sentence 3 no. 1 BörsG will enter into

effect within three stock exchange trading days after the publication of the revocation decision by

the management board of the Frankfurt Stock Exchange. In the Delisting Application, the Compa-

ny will request the management board of the Frankfurt Stock Exchange to publish its decision on

the revocation of the admission to trading of the Axel Springer Shares on 28 April 2020. Provided

that the management board of the Frankfurt Stock Exchange publishes the revocation decision on

that date, the Delisting will enter into effect on 4 May 2020 so that the Company will still be listed

when the 2020 Annual Shareholders' Meeting takes place and the 2019 dividend is paid out.

The Company will take all reasonable steps to end the inclusion of the Axel Springer Shares in the

sub-segment of the open market of the Berlin stock exchange (Berlin Secondary Regulated Market)

and in the stock exchanges in Düsseldorf, Hamburg, Hanover, Munich and Stuttgart and in

Tradegate Exchange after the Delisting from the Frankfurt Stock Exchange has entered into effect.

The Company expects that the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich

and Stuttgart and Tradegate Exchange will end the inclusion in the open market in close temporal

proximity with the entry into effect of the Delisting and that in particular the management of the

Berlin stock exchange will also revoke the inclusion of the Axel Springer Shares in the sub-

segment of the open market of the Berlin stock exchange (Berlin Secondary Regulated Market)

because of the Delisting.

INFORMATION ABOUT THE DELISTING OFFER

41

IV. INFORMATION ABOUT THE DELISTING OFFER

The following section summarizes certain selected information regarding the Delisting Offer that

has been taken exclusively from the Offer Document or from publications made by the Bidder:

1. Execution of the Delisting Offer

The Delisting Offer is carried out by the Bidder in the form of a public tender offer (cash offer) for

the acquisition of all Axel Springer Shares in accordance with Sec. 39 (2) sentence 3 no. 1 BörsG

in conjunction with Sec. 10 et seqq. 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 exemp-

tion 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 Delisting Offer are complied with and have therefore not car-

ried out an independent evaluation of the Delisting Offer as to whether this is the case.

2. Publication of the decision to make the Delisting Offer

The Bidder published its decision to make the Delisting Offer pursuant to Sec. 10 (1) sentence 1

WpÜG in conjunction with Sec. 39 (2) sentence 3 no. 1 BörsG on 23 January 2020. The decision

can be accessed on the internet at www.traviata-angebot.de/delisting.

3. Review by BaFin and publication of the Offer Document

BaFin has reviewed the Offer Document in accordance with German law and in the German lan-

guage and, according to the information provided by the Bidder, permitted its publication on

21 February 2020. The Bidder states in the Offer Document that no registrations, approvals or au-

thorizations of the Offer Document and/or the Delisting Offer outside the Federal Republic of

Germany have been applied for or granted.

The Offer Document was published by the Bidder on 21 February 2020 (i) on the internet at

www.traviata-angebot.de/delisting 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 Federal Gazette

on 21 February 2020. 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 the USA, the Bidder pub-


42

lished a notice on the availability of the Offer Document in English in the Financial Times.

4. Main details of the Delisting Offer

4.1 Offer Price

The Bidder offers the Axel Springer Shareholders to purchase their Axel Springer Shares, including

all ancillary rights, in particular the entitlement to receive dividends, existing at the time of settle-

ment of the Delisting Offer, at the Offer Price of EUR 63.00 per Axel Springer Share in accordance

with the terms and conditions of the Offer Document.

4.2 Acceptance Period, extension of the Acceptance Period

The period for accepting the Delisting Offer started upon publication of the Offer Document on

21 February 2020 and will end on 20 March 2020, 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 Delisting Offer will in each case

be extended automatically as follows:

The Bidder may amend the Delisting 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

Delisting 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 3 April 2020, midnight (Frankfurt

am Main, Germany, local time) / 6 p.m. (New York, USA, local time). This also applies in

the event that the amended Delisting 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 Delisting Offer (the "Competing Offer") and if the Ac-

ceptance Period for the present Delisting Offer expires prior to the expiration of the ac-

ceptance period for the Competing Offer, the expiration date of the Acceptance Period for

the present Delisting 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, after the publication of the Offer Document, a shareholders' meeting of the Company is

convened that is related to the present Delisting Offer within the meaning of Sec. 16 (3)

WpÜG, 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 4 May 2020, midnight (Frank-


43

furt am Main, Germany, local time) / 6 p.m. (New York, USA, local time). The Company

does not intend to convene the annual shareholders' meeting on 22 April 2020 in relation to

the Delisting Offer, which means that this convocation will not trigger an extension of the

Acceptance Period.

The period for accepting the Delisting Offer, including any extensions of this period resulting from

the provisions of the WpÜG, is consistently referred to as the "Acceptance Period" in this State-

ment.

There will be no additional acceptance period pursuant to Sec. 16 (2) WpÜG that would permit the

Axel Springer Shareholders to accept the Delisting Offer within two weeks after the expiration of

the Acceptance Period. This is because the Delisting Offer is not a takeover offer within the mean-

ing of Sec. 29 (1) WpÜG.

4.3 Rights of withdrawal

In Section 17.1 of the Offer Document, the Bidder describes the following rights of withdrawal of

the shareholders that have accepted the Delisting 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 Delisting Offer is amended and (ii) the right to withdraw in the event

of Competing Offers. The Bidder describes the further details regarding the rights of withdrawal,

their exercise and the consequences of their exercise in Section 17.2 of the Offer Document.

4.4 No offer conditions

According to Section 12 of the Offer Document, based on the provisions of Sec. 39 (2) sentence 3

no. 1 BörsG no conditions apply to the consummation of the Delisting Offer and to the agreements

that will be entered into upon acceptance of the Delisting Offer.

4.5 No trading of tendered Axel Springer Shares

The tendered Axel Springer Shares will not be traded on the stock exchange.

4.6 Holders of Axel Springer ADRs

The Bidder points out that Axel Springer ADRs may not be tendered into the Delisting Offer and

that holders of Axel Springer ADRs may accept the Delisting 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 13.8 of the Offer Document.


44

4.7 Applicable law

According to Section 21 of the Offer Document, the Delisting Offer and the agreements entered

into between the Axel Springer Shareholders and the Bidder as a result of the acceptance of the

Delisting Offer will be governed by German law. The exclusive place of jurisdiction for all legal

disputes arising from, or in connection with, the Delisting Offer (and all agreements entered into as

a result of the Delisting Offer having been accepted) is Frankfurt am Main, Germany, provided this

is legally permissible.

4.8 Publications

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 during the Acceptance Period pur-

suant to Sec. 23 (1) sentence 1 no. 1 WpÜG weekly (i) on the internet at www.traviata ange-

bot.de/delisting (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 Delisting Offer pursuant to

Sec. 23 (1) sentence 1 no. 2 WpÜG without undue delay after the expiration of the Acceptance

Period.

The Bidder also points out that all other declarations and announcements by the Bidder required in

connection with the Delisting Offer pursuant to the WpÜG will be published on the internet at

www.traviata-angebot.de/delisting (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.

5. Financing of the Delisting 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 Delisting Offer will be available to

it at a point in time when the claims for the Offer Price become due. According to information pro-

vided by the Bidder in Section 14.1 of the Offer Document, the maximum costs for the Delisting

Offer (including fulfillment of the payment obligations under the Delisting Offer and transaction

costs) amount to EUR 3,747,489,301 in total.

According to the information provided by the Bidder in Section 14.2 of the Offer Document, each

of the Existing Shareholders, the Existing Shareholders' Companies, Brilliant and the Family

Shareholders entered into a qualified non-tender agreement with the Bidder on 4, 5, and 6 February

2020, respectively, which will ensure that a total of 54.474,623 Axel Springer Shares held by them


45

(corresponding to a percentage of approximately 50.49% of the Company's share capital) must not

be tendered into the Delisting Offer:

Committed party Axel Springer Shares covered by

the qualified non-tender agreement

Dr. h.c. Friede Springer 5,502,450 Axel Springer Shares

ASGP 40,505,262 Axel Springer Shares

Epiktet 1,978,800 Axel Springer Shares

Brilliant 3,877 Axel Springer Shares

Ariane Melanie Springer 1,039,467 Axel Springer Shares

Axel Sven Springer 5,444,767 Axel Springer Shares

TOTAL: 54,474,623 Axel Springer Shares (corresponding to approxi-mately 50.49% of the Company's share capital)

Overview III.5: Scope of the non-tender agreement

According to the information provided by the Bidder in Section 14.2 of the Offer Document, with-

out taking into account the Axel Springer Shares covered by the non-tender agreement, the maxi-

mum costs for the Delisting Offer (including fulfillment of the payment obligations under the

Delisting Offer and the transaction costs) amount to approximately EUR 315,588,052.

KKR Group Partnership L.P., a Bidder Parent Company, undertook with the Bidder on 6 February

2020 to provide to the Bidder, directly or indirectly, the overall amount of up to EUR 316,946,395

in cash or in immediately available funds in the form of equity and/or on the basis of shareholder

loans or similar instruments for the purpose of financing the potential offer costs. The amount of

this equity financing exceeds the potential offer costs. The details on the financing measures are

described by the Bidder in Section 14.3 of the Offer Document.

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 financ-

ing confirmation required under Sec. 13 (1) sentence 2 WpÜG. The financing confirmation of 21

February 2020 is attached to the Offer Document as annex 5. The Executive Board and the Super-

visory Board have no reason to doubt the correctness of the financing confirmation issued by

UniCredit Bank.

OBJECTIVES AND INTENTIONS OF THE BIDDER AND THE BIDDER PARENT COMPANIES AND PROSPECTIVE

CONSEQUENCES FOR AXEL SPRINGER

46

6. Acceptance of the Delisting Offer outside the Federal Republic of Germany

The Bidder explains in the Offer Document that the acceptance of the Delisting Offer outside the

Federal Republic of Germany, the other Member States of the European Union and of the European

Economic Area and the USA may be subject to certain legal restrictions. Axel Springer Sharehold-

ers who come into possession of this Offer Document outside the Federal Republic of Germany,

the other Member States of the European Union and of the European Economic Area or the USA,

who wish to accept the Delisting Offer outside the Federal Republic of Germany, the other Member

States of the European Union and of the European Economic Area or the USA and/or who are sub-

ject to statutory provisions other than those of the Federal Republic of Germany, of the other

Member States of the European Union and of the European Economic Area or of the USA are ad-

vised 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 guar-

antee that the acceptance of the Delisting Offer outside the Federal Republic of Germany, the other

Member States of the European Union and of the European Economic Area as well as the USA is

permissible. Similarly, neither Axel Springer nor the Executive Board or the Supervisory Board

give any such guarantee.

7. Authority of the Offer Document

For further information and details (especially details regarding the Offer Conditions, the Ac-

ceptance 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 Document. Thus,

the description of the Delisting Offer in this Statement does not purport to be complete and, for an

evaluation of Bidder's Delisting Offer, the Statement should be read together with the Offer Docu-

ment. The authoritative provisions for the content of the Delisting 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.

V. OBJECTIVES AND INTENTIONS OF THE BIDDER AND THE BIDDER PARENT

COMPANIES AND PROSPECTIVE CONSEQUENCES FOR AXEL SPRINGER

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

The joint intentions of the Bidder and the Bidder Parent Companies are set out in Section 9 of the

Offer Document. The intentions relate to the date of publication of the Offer Document. The Bid-

der has stated that the Bidder and the Bidder Parent Companies do not have any further intentions

with regard to Axel Springer SE. To the Bidder's knowledge, the Existing Shareholders and the



47

Existing Shareholders' Companies do not have any intentions with regard to the Company other

than those set forth in Section 9 of the Offer Document either.

1.1 Delisting

According to Section 9.1 of the Offer Document, the Bidder intends to effect the Delisting together

with Axel Springer in accordance with the Delisting Agreement. To facilitate the Delisting Appli-

cation to be filed by Axel Springer and the Delisting, the Bidder has prepared and published the

Delisting Offer pursuant to Sec. 39 (2) sentence 3 no. 1 BörsG. If the management board of the

Frankfurt Stock Exchange accepts the Delisting Application filed by the Executive Board of Axel

Springer, it will revoke the admission of the Axel Springer Shares to trading on the regulated mar-

ket of the Frankfurt Stock Exchange.

In Section 9.1 of the Offer Document, the Bidder states that the Delisting will have in particular the

following consequences for the Axel Springer Shares and the Axel Springer Shareholders:

In the event of a delisting, trading in Axel Springer Shares will cease on the regulated mar-

ket of the Frankfurt Stock Exchange and in XETRA; shortly thereafter, the inclusion in the

sub-segment of the open market of the Berlin stock exchange (Berlin Secondary Regulated

Market) will also end. The Axel Springer Shares are not admitted to trading on any other

regulated market in Germany or in the European Union or the European Economic Area.

The Axel Springer Shareholders will therefore have no access to a regulated market for the

Axel Springer Shares, which may have adverse effects on the tradeability of the Axel

Springer Shares.

In the Delisting Agreement, Axel Springer has undertaken to refrain from applying for in-

clusion of the Axel Springer Shares for trading in the open market of any stock exchange

and to end any existing inclusions at the earliest with effect from the date of the Delisting if

such inclusion had been applied for by Axel Springer. Even if Axel Springer Shares re-

mained or were to be included in the open market of a stock exchange, these markets might

not provide the liquidity required to enable normal trading activities in Axel Springer

Shares.

It cannot be ruled out that the Delisting Application may have adverse effects on the stock

exchange price of the Axel Springer Shares in the future, for example, after the settlement

of the Delisting Offer.

The consummation of the Delisting Offer will result in various transparency and trading

provisions no longer applying to trading in the Axel Springer Shares, in particular those



48

under Sections 33 et seqq. and 48 et seqq. WpHG and in Art. 17 to 19 of Regulation (EU)

No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market

abuse (Market Abuse Regulation) and certain other provisions under the German Stock

Corporation Act, the German Commercial Code and the Exchange Rules for the Frankfurt

Stock Exchange. This will mean a significantly lower level of security for Axel Springer

Shareholders.

As regards the consequences listed above and any further consequences of the Delisting and possi-

ble consequences of the acceptance or non-acceptance of the Delisting Offer for the Axel Springer

Shareholders, reference is made to Section VII.

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

1.2 1 Strategic partnership between Axel Springer and the Bidder

As set forth in Section 8.1 and Section 9.2.1 of the Offer Document, the Bidder's participation in

Axel Springer SE is a strategic investment made together with the Existing Shareholders and the

Existing Shareholders' Companies. The Bidder, together with the Existing Shareholders, therefore

still intends, to the extent permissible under applicable law, to closely cooperate with the Compa-

ny's Executive Board regarding the future business activities, the assets and the future obligations

of the Company, 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.

The Bidder supports the Company's organic growth plans, which, among other things, re-

quire 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. The Bidder intends to support the strategy of the

Company's Executive Board, i.e., to continue the Welt Group business division provided

that an appropriate management of the annual earnings situation is in place.

Moreover, it is the Bidder's intention to assist the Executive Board in identifying and eval-

uating options of strategic investments in companies and complementary purchases that are

in the best interest of Axel Springer SE. In this context, the growth strategy pursued by

Axel Springer provides that, besides the organic development, other complementary pur-

chases are to contribute to the growth as well, depending on what possibilities for acquisi-



49

tions arise; these complementary purchases could, relative to the need for funding, also be

financed by equity capital of the Bidder.

It is further the Bidder's intention to support the Executive Board with regard to other stra-

tegic 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.

1.2.2 Capital structure

According to the information provided by the Bidder in Section 9.2.2 of the Offer Document, it is

envisaged that Axel Springer continues to make growth-oriented investments and acquisitions. The

Bidder has stated that the Bidder and the Existing Shareholders' Companies currently seek to

achieve a continuous debt ratio of the Company of four times its net liabilities relative to EBITDA

(in each case, measured over the last twelve months) and that no further intentions regarding

changes to the capital structure exist.

1.2.3 Editorial independence

In Section 9.2.3 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.

1.2.4 Brand names

In Section 9.2.4 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 cus-

tomers 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 sup-

port Axel Springer in further increasing brand recognition.

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

According to the information provided by the Bidder in Section 9.3 of the Offer Document, in con-

nection with the Delisting 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 pro-

vided in the Offer Document, the Bidder has no intentions that go beyond supporting any plans and



50

recommendations of the Executive Board, and it expressly states that it recognizes the competence

of the Executive Board in this respect.

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

In Section 9.5 of the Offer Document, the Bidder states that it is its intention, in accordance with an

arrangement agreed under the Investor Agreement, that Axel Springer is to remain a two-tier Euro-

pean 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. At the end of 31 May

2020, Dr. Andreas Wiele will leave the Executive Board of the Company and will no longer be

working for the Company. As a result, the number of Executive Board members will decrease.

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 continue to be chaired by an independ-

ent chairman, who has a casting vote in case of a tie. The Bidder still seeks to be represented on the

Supervisory Board based on the amount of its shareholding, it being entitled to nominate a maxi-

mum of four out of the nine Supervisory Board members for election. Three of the current mem-

bers of the Supervisory Board of Axel Springer SE were nominated by the Bidder: Johannes Huth,

Philipp Freise and Franziska Kayser.

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 Delisting Offer, and it further points out that any decisions in this regard would have to be tak-

en by the competent corporate bodies of Axel Springer at their due discretion (nach

pflichtgemäßem Ermessen).

1.5 Structural measures

According to Section 9.6 of the Offer Document, the Bidder does not intend to implement any oth-

er structural measures besides the implementation of the Delisting (for instance, the conclusion of a

domination and profit transfer agreement, a squeeze-out or fundamental changes to the capital

structure). The Bidder has stated that it will review in coordination with the Existing Shareholders

and the Existing Shareholders' Companies in due course if and to what extent such other structural

measures will be implemented.



51

1.6 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 9.7 of the Offer Document, the

Bidder and the Bidder Parent Companies as well as – to the Bidder's knowledge – the Existing

Shareholders and the Existing Shareholders' Companies do not intend to take specific actions in

connection with the Delisting Offer, except for the effects on the assets, liabilities, financial posi-

tion and results of the Bidder 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 obli-

gations of the Bidder and the Bidder Parent Companies, the members of the governing bodies of

the Bidder and the Bidder Parent Companies or the employees, their representative bodies and the

terms of employment of the Bidder and the Bidder Parent Companies. The Bidder and the Existing

Shareholders intend, in accordance with the Investor Agreement, to refrain from selling any Axel

Springer Shares for a time period of five years from the consummation of the Previous Takeover

Offer.

2. Evaluation of the objectives of the Bidder and of the expected consequences for Axel Springer

2.1 Delisting

For the reasons set out in more detail in Section III.1 of this Statement, the Executive Board and the

Supervisory Board have come to the conclusion that the Delisting is in the best corporate interest of

Axel Springer. The Executive Board and the Supervisory Board therefore appreciate the Bidder's

intention to create the key prerequisite for the Delisting by publishing the Delisting Offer. The Ex-

ecutive Board and the Supervisory Board will jointly endeavor to have the Delisting implemented

in accordance with the provisions of the Delisting Agreement and in further coordination with the

Bidder.

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

2.2.1 Strategic partnership between Axel Springer and the Bidder

The Executive Board and the Supervisory Board continue to strongly believe that the close cooper-

ation 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 coopera-

tion 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 clas-

sified ad services. The intended strategic partnership with the Bidder offers excellent strategic per-



52

spectives for the further development of the information offers of the many media brands and clas-

sified 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 Bid-

der'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 the fact 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 signifi-

cant capital expenditures in staff, products, technology and brands in areas of strong growth that

are to strengthen the added value for customers and consumers in the long term and to increase the

value of Axel Springer in a sustainable way in the interest of all Axel Springer 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 in the identification and assessment of op-

tions 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 Ex-

ecutive 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 transac-

tions to arise for Axel Springer or in it being easier to use existing options and to realize transac-

tions.

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.



53

The Executive Board and the Supervisory Board also consider it positive that the Bidder confirmed

the understanding reached under the Investor Agreement to continue the operations of the WELT

Group. 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.

2.2.2 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 continuous debt ratio of Axel Springer

intended by the Bidder to amount to four times net liabilities relative to EBITDA (in each case,

measured over the last twelve months) is in line with the agreements made in this respect. The Ex-

ecutive Board and the Supervisory Board consider this appropriate taking into account the future

conditions.

2.2.3 Editorial independence

In the opinion of the Executive Board and the Supervisory Board, editorial independence is a mate-

rial cornerstone of the success of the media company Axel Springer as a nationally and internation-

ally leading voice for independent journalism. The Executive Board and the Supervisory Board

therefore appreciate the fact that the Bidder has again expressly committed itself to editorial inde-

pendence in the Offer Document. This is in line with the provisions contained in the Investor

Agreement.

2.2.4 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 custom-

ers and consumers in the respective markets and countries.

2.3 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



54

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 disci-

pline, which must be taken into consideration, in particular, when it comes to reorganizing activi-

ties. Currently, however, the Executive Board and the Supervisory Board have no intention to close

down or merge specific locations.

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

The Executive Board and the Supervisory Board consider it positive that the Bidder has affirmed in

the Offer Document that Axel Springer is to remain a two-tier European stock corporation (So-

cietas Europaea) with an Executive Board and a Supervisory Board. This is in line with the provi-

sions contained in the Investor Agreement. Furthermore, the current Executive Board is to remain

in office. At the end of 31 May 2020, Dr. Andreas Wiele will leave the Executive Board of the

Company and will no longer be working for the Company. As a result, the number of Executive

Board members will decrease. Keeping the proven legal form with a two-tier administrative struc-

ture and a mostly 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 Exec-

utive Board of Axel Springer in the implementation of its strategy and that it is willing to construc-

tively 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 effi-

ciently. 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 still 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 made

and participation held by the Bidder. The Bidder is currently represented on the Supervisory Board

with three members nominated by it.



55

The Executive Board and the Supervisory Board appreciate the Bidder's intention to establish a

new management participation program at the level of Axel Springer. The competent corporate

bodies will consider the introduction and structure of such a program within the scope of their re-

sponsibility in due time.

2.5 Possible structural measures and their consequences

The Executive Board and the Supervisory Board appreciate the Bidder's intention to implement a

delisting.

According to the information provided in the Offer Document, the Bidder currently does not intend

to take any other structural measures (for instance, the conclusion of a domination and profit trans-

fer agreement, a squeeze-out or fundamental changes to the capital structure). The Bidder has stat-

ed that it will review in due course and in coordination with the Existing Shareholders and the Ex-

isting Shareholders' Companies if and to what extent other structural measures will be implement-

ed.

These intentions are rated neutral by the Executive Board and the Supervisory Board. From the

Executive Board's and the Supervisory Board's point of view, additional structural measures do not

constitute a requirement for implementing the long-term growth strategy pursued by the Executive

Board and the Supervisory Board. If, as a result of such review, the Bidder intends at a given point

in time to implement additional structural measures, the Executive Board and the Supervisory

Board will consider these additional measures.

2.6 Intentions with regard to the business activities of the Bidder and the Bidder Parent

Companies

The intentions of the Bidder and the Bidder Parent Companies as well as – to the Bidder's

knowledge – the Existing Shareholders and the Existing Shareholders' Companies set out in Sec-

tion 9.7 of the Offer Document with regard to the business activities of the Bidder and the Bidder

Parent Companies and/or the consequences of the Delisting for the Bidder as set out in Section 15

of the Offer Document do not affect Axel Springer directly, which is why they are rated neutral by

the Executive Board and the Supervisory Board. The Executive Board and the Supervisory Board

appreciate the fact that the Bidder, in accordance with the Investor Agreement, does not intend to

sell any Axel Springer Shares during a period of five years from the consummation of the Previous

Takeover Offer.



56

2.7 Dividend policy

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 implementa-

tion of the intended growth strategy and the financial means required in this respect. For the 2019

fiscal year, the Executive Board resolved, on 18 February 2020, to present a proposal as to the ap-

propriation of distributable profit that provides for a dividend in the amount of EUR 1.16 per Axel

Springer Share. The Executive Board will present the proposal as to the appropriation of distributa-

ble profit to the Supervisory Board of the Company, together with the annual accounts documents

for the 2019 fiscal year, probably on 2 March 2020. The Supervisory Board has not performed any

review as yet. It will decide on the approval of the single-entity and consolidated financial state-

ments and on the proposal as to the appropriation of distributable profit on 10 March 2020.

The dividend proposal for the 2019 fiscal year provides for a lower dividend than that distributed in

the preceding years (for the 2017 fiscal year: EUR 2.00; for the 2018 fiscal year: EUR 2.10). The

dividend level may be subject to changes also in future fiscal years as compared to the relevant

preceding years.

The Executive Board and the Supervisory Board point out that the Bidder, the Existing Sharehold-

ers' Companies and the Existing Shareholders hold the required majority of the voting rights in

order to be able to resolve on the utilization of the distributable profit of the respective preceding

fiscal year at the annual shareholders' meeting and to determine the amount of the dividend to be

paid based on the respective distributable profit available. This also includes the possibility to re-

solve that no profits will be distributed (at all).

On 22 April 2020, the day of the 2020 Annual Shareholders' Meeting, the Delisting Offer is ex-

pected to have been consummated. Please see Section VII.1of this Statement regarding the conse-

quences for Axel Springer Shareholders who have accepted or intend to accept the Delisting Offer.

3. 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 continue to share the opinion of the Bidder as

stated in Section 9.4 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 Bid-

der has announced in the Offer Document that it intends to keep supporting Axel Springer in in-

creasing 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 digi-

tal publishing house when competing with other technology companies for qualified staff.



57

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 state-

ments, still has no intentions concerning the employees of the Axel Springer Group and their repre-

sentative bodies or their terms of employment that go beyond supporting the plans and recommen-

dations of the Executive Board. As is presently the case, the Executive Board is the suitable corpo-

rate 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 Delisting 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 invest-

ments 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 were repealed so that they are able to accept the

Delisting Offer under the same conditions as all other Axel Springer Shareholders.

Otherwise, no direct consequences of the Delisting Offer and the Delisting affecting the employees,

their representative bodies and their terms of employment or the sites of Axel Springer are foresee-

able.

The Executive Board and the Supervisory Board appreciate the fact that the Bidder does not intend

to make any structural changes to Axel Springer that could trigger the obligation to engage in new

negotiations (Neuverhandlungspflicht) on employee participation rights within the meaning of

Sec. 18 (3) SEBG and, additionally, might jeopardize the special protection granted to Axel

Springer as a media company ("tendency" protection (Tendenzschutz) within the meaning of Ger-

man co-determination law). The current corporate governance has proven its worth for Axel

Springer as an independent media company.

TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

58

VI. 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) sen-

tence 2 no 1 WpÜG, in an amount of EUR 63.00 in cash for each Axel Springer Share.

2. Statement on compliance with the legal provisions applicable to the amount of the

consideration

In accordance with Sec. 39 (2) sentence 1 BörsG, the purpose of the Delisting Offer is to ensure

compliance with the requirements for a delisting. According to Sec. 39 (3) sentence 2 BörsG, the

requirements set out in Sec. 31 WpÜG and of the WPÜG Offer Regulation apply mutatis mutandis

to such delisting offers with the proviso that the fair consideration must be a monetary EUR

amount and that it is equal to or higher than the weighted average domestic stock exchange price of

the securities during the last six months prior to the publication of the decision to make the Delist-

ing Offer. According to Sec. 39 (3) sentence 2 BörsG in conjunction with Sec. 31 (1) and (7)

WpÜG and Sec. 4 WpÜG Offer Regulation, the fair consideration must also be equal to or higher

than the highest consideration granted or agreed on for the acquisition of shares in the target com-

pany during the last six months prior to the publication of the Offer Document by the Bidder, a

person acting jointly with the Bidder or such person's subsidiaries.

Based on the requirements specified above, the consideration offered to the Axel Springer Share-

holders under the Delisting Offer must at least be equal to the higher of the two amounts described

below:

According to Sec. 39 (3) sentence 2 BörsG in conjunction with Sec. 31 (1) and (7) WpÜG

and Sec. 5 WpÜG Offer Regulation, the consideration offered must be equal to or higher

than the weighted average domestic stock exchange price of the Axel Springer Shares dur-

ing the during the last six months prior to the publication of the Bidder's decision to make

the Delisting Offer. The relevant period in the present case is the six-month period up to

(and including) 22 January 2020, i.e., the day prior to the publication of the Bidder's deci-

sion to make the Delisting Offer. During that period, the weighted average domestic stock

exchange price of the Axel Springer Share amounted to EUR 62.91 (source: letter of con-

firmation from BaFin dated 31 January 2020, which is available to the Executive Board

and the Supervisory Board). As the consideration offered exceeds this amount, it is com-

pliant with the applicable legal requirements.

According to Sec. 39 (3) sentence 2 BörsG in conjunction with Sec. 31 (1) and (7) WpÜG

and Sec. 4 WpÜG Offer Regulation, the consideration must be equal to or higher than the


59

highest consideration granted or agreed during the last six months prior to the publication

of the Offer Document by the Bidder, persons acting jointly with the Bidder within the

meaning of Sec. 2 (5) sentence 1 and sentence 3 WpÜG or their subsidiaries. According to

the information provided in Section 6.6 and Section 10.2 of the Offer Document, in the last

six months prior to the publication of the Offer Document the Bidder and/or persons acting

jointly with it and their subsidiaries have granted a maximum consideration of EUR 63.00

for the acquisition of Axel Springer Shares (on or off the stock exchange) and have not

agreed on any higher consideration for an acquisition of Axel Springer Shares either.

Therefore, the consideration offered must be at least EUR 63.00 per Axel Springer Share.

The consideration offered of EUR 63.00 is compliant with this legal requirement.

Based on all of the above, the consideration offered of EUR 63.00 is compliant with the legal re-

quirements applicable to fair consideration to be offered under a delisting offer in accordance with

Sec. 39 (3) sentence 2 BörsG in conjunction with Sec. 31 WpÜG and the WPÜG Offer Regulation.

There is no exceptional case pursuant to Sec. 39 (3) sentence 4 BörsG, either, in which the fair

consideration would have to be calculated based on an enterprise valuation of the Company due to

a lack of relevance of the stock exchange price because a stock exchange price was found to exist

on more than one third of all stock exchange trading days during the last six months prior to the

publication of the Bidder's decision to make the Delisting Offer.

3. Additional aspects regarding the assessment of the consideration offered

3.1 Comparison with the consideration offered in the context of the Previous Takeover Offer

In the context of the Previous Takeover Offer, the Bidder also offered EUR 63.00 per Axel Spring-

er Share as consideration. The consideration offered for the Delisting Offer therefore does not offer

a premium or a discount when compared to the consideration offered under the Previous Takeover

Offer. In their joint reasoned statement on the takeover offer of 11 July 2019, the Executive Board

and the Supervisory Board elaborately expressed their opinion on the fairness of the consideration

offered under the Previous Takeover Offer.

The Previous Takeover Offer was accepted for 45,859,688 Axel Springer Shares, i.e., approximate-

ly 42.50% of the Company's share capital. Taking into account that acceptance of the Previous

Takeover Offer was not permitted for 47,990,389 Axel Springer Shares (approximately 44.48% of

the Company's share capital) due to qualified non-tender agreements, the Previous Takeover Offer

was accepted for approximately 76.55% of all outstanding shares for which no such non-tender

agreements existed under the Previous Takeover Offer. This fact is seen by the Bidder – as set forth

in the Offer Document – and also by the Executive Board and the Supervisory Board as an indica-

tion that Axel Springer Shareholders deemed the consideration offered under the takeover offer to

be attractive.


60

3.2 Comparison with historical stock exchange prices of the Axel Springer Shares

Based on the price of the Axel Springer Share prior to the publication on 23 January 2020 of the

Bidder's decision to make the Delisting Offer, the consideration offered of EUR 63.00 implies the

following premiums:

The volume-weighted average stock exchange price in the last six months prior to (and

including) 22 January 2020, i.e., the day prior to the publication of the Bidder's decision to

make the Delisting Offer, was – as mentioned above – EUR 62.91 (source: letter of con-

firmation from BaFin dated 31 January 2020, which is available to the Executive Board

and the Supervisory Board). The Offer Price of EUR 63.00 includes a premium of

EUR 0.09 or approximately 0.14% based on this average price.

The volume-weighted average stock exchange price in the last three months prior to (and

including) 22 January 2020, i.e., the day prior to the publication of the Bidder's decision to

make the Delisting Offer, was EUR 62.90 (source: letter of confirmation from BaFin dated

31 January 2020). The Offer Price of EUR 63.00 thus includes a premium of EUR 0.10 or

approximately 0.16% based on this average price.

The stock exchange price (XETRA closing price) on 23 January 2020, i.e., the stock ex-

change trading day on which the Bidder's decision to make the Delisting Offer was pub-

lished after 10:00 p.m., was EUR 62.50 per Axel Springer Share. Based on this stock ex-

change price, the Offer Price of EUR 63.00 includes a premium of EUR 0.50 or 0.80%

(source: Bloomberg).

On 29 May 2019, after the close of XETRA trading, the Company published an ad hoc announce-

ment announcing that the Company was in negotiations with KKR and Dr. h.c. Friede Springer on

a potential strategic investment of KKR in the Company. Following publication of that ad hoc an-

nouncement, the share price of the Axel Springer Share rose on the next stock exchange trading

day and closed on 30 May 2019 with a closing price of EUR 55.10, which was 22.17% above the

closing price of EUR 45.10 on 29 May 2019, i.e., the day of publication of the ad hoc announce-

ment (in each case, 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). The Executive

Board and the Supervisory Board share the Bidder's opinion that, from 30 May 2019 onwards, the

share price of the Axel Springer Shares was influenced by market rumors regarding a potential

strategic investment of KKR in the Company. Based on the stock exchange price of the Axel

Springer Share on 29 May 2019, i.e., the last stock exchange trading day preceding the rumors

regarding a potential investment of KKR in the Company, the offer consideration includes the fol-

lowing premiums:


61

The stock exchange price (XETRA closing price) of 29 May 2019 was EUR 45.10 per

Axel Springer Share. The offer consideration of EUR 63.00 thus includes a premium of

EUR 17.90 or 39.7% based on this stock exchange price.

The volume weighted average stock exchange price (XETRA closing price) during the last

three months up to (and including) 29 May 209 was EUR 47.93. The offer consideration of

EUR 63.00 thus includes a premium of EUR 15.07 or 31.5% based on this average share

price.

Based on the stock exchange price of the Axel Springer Share prior to the publication of the deci-

sion to launch the Previous Takeover Offer on 12 June 2019, the offer consideration of EUR 63.00

includes the following premiums:

The stock exchange price (XETRA closing price) of 11 June 2019, i.e., the last trading day

prior to the publication of the decision to launch the Previous Takeover Offer, amounted to

EUR 56.00 per Axel Springer Share. Based on this stock exchange price, the offer consid-

eration of EUR 63.00 includes a premium of EUR 7.00 or 12.5%.

The weighted three-month-average price as of (and including) 11 June 2019 as notified by

BaFin by letter of 19 June 2019 was EUR 49.35 per Axel Springer Share. The offer con-

sideration of EUR 63.00 thus includes a premium of EUR 13.65 or 27.7% based on this

average share price.

3.3 Analyst estimates

As a result of the Previous Takeover Offer and the related control obtained by the Bidder, which is

coordinating its behavior in relation to the Company with the Existing Shareholders, only a small

number of analysts still publish target prices for the Axel Springer Shares. The expected target

prices published by the financial analysts listed below after October 2019, which were thus already

influenced by the Previous Takeover Offer, amounted to EUR 63.00 in all cases (i.e., both before

and after the publication on 23 January 2020 of the Bidder's decision to make the Delisting Offer).

The consideration offered is in line with these target prices.

Bank Analysis date Target price

Pareto Securities 27 January 2020 EUR 63.00

DZ Bank 27 November 2019 EUR 63.00

HSBC 12 November 2019 EUR 63.00

Kepler Cheuvreux 1 October 2019 EUR 63.00


62

4. Final statement on the amount of the consideration

The Executive Board and the Supervisory Board have reviewed whether the consideration offered

is compliant with the legal requirements applicable to fair consideration to be offered under a

delisting offer in accordance with Sec. 39 (3) sentence 2 BörsG in conjunction with Sec. 31 WpÜG

and the WPÜG Offer Regulation. The Executive Board and the Supervisory Board confirm that the

consideration offered of EUR 63.00 is compliant with those legal requirements and thus fair for the

purposes of the Delisting Offer (see Section VI.2 above of this Statement).

Each Axel Springer Shareholder should decide for himself/herself whether or not to accept the

Delisting Offer by considering the overall circumstances, his/her individual circumstances and

his/her personal assessment of the potential future performance of the value and stock exchange

price (as long as it is still available) of the Axel Springer Shares and the impact that the Delisting

will have on the tradeability of the Axel Springer Shares. In the course of this decision-making

process, the approaches set out in Section VI.3 of this Statement that can be used to assess the

amount of the consideration offered may be relevant.

The Executive Board and the Supervisory Board point out that – unlike for the Previous Takeover

Offer – no fairness opinion for a valuation of the consideration offered has been obtained. No such

opinion is needed for the statement on a public offer made for the purposes of a delisting.

The Executive Board and the Supervisory Board provide neither an estimate of the capitalized

earnings value of the Company determined by applying the discounted earnings method in accord-

ance with the IDW S 1 valuation standard nor any assessment as to whether a higher or lower

amount than the total value or the Offer Price ("Compensation Payment") would possibly have to

be determined, or will be determined in the future, within the scope of statutorily prescribed fair

compensation, for example within the context of a domination and profit transfer agreement, a pos-

sible squeeze-out, a merger or any other possible transformation measure. Compensation Payments

will be calculated based on the Company's enterprise value 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.

Against this background, the Executive Board and the Supervisory Board expressly point out that

shareholders who have already tendered or will tender their Axel Springer Shares will have no

claim to payment of the difference between the value of the consideration offered and any Com-

pensation Payment in the event that the Compensation Payments actually exceed the value of the

consideration offered, even if such measure occurs within one year of the final announcement in

POSSIBLE CONSEQUENCES FOR AXEL SPRINGER SHAREHOLDERS

63

accordance with Sec. 23 (1) sentence 1 no. 2 WpÜG (cf. Sec. 39 (3) sentence 2 BörsG in conjunc-

tion with Sec. 31 (5) sentence 2 WpÜG).

VII. 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 Delisting Offer or not. The following

information contains aspects that, from the point of view of the Executive Board and the Superviso-

ry Board, may be relevant to the decision to be made by the Axel Springer Shareholders regarding

the acceptance of the Delisting Offer. Such a list can never be complete, however, because individ-

ual 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

Delisting Offer. The following information can only serve as a guideline as to what aspects they

may need to take into account in their decision. All Axel Springer Shareholders should take their

own personal circumstances, including their individual tax situation and individual tax consequenc-

es of accepting the Offer or not, adequately into account when making the decision. The Executive

Board and the Supervisory Board recommend that each individual Axel Springer Shareholder

should obtain expert advice if and to the extent necessary.

1. Possible consequences upon acceptance of the Delisting Offer

Taking into account the above, all Axel Springer Shareholders who intend to accept the Delisting

Offer should, inter alia, note the following:

When Axel Springer Shares are transferred to the Bidder upon consummation of the Delist-

ing Offer, the ownership position as well as all shareholder rights associated with the rele-

vant Axel Springer Shares will transfer to the Bidder. This includes not only the right to

participate in the 2020 Annual Shareholders' Meeting scheduled to be held on 22 April

2020 and the voting right but also, and in particular, the right to receive dividends. Axel

Springer Shareholders who accept the Delisting Offer will not be entitled to receive any

dividend resolved by the 2020 Annual Shareholders' Meeting. For the 2019 fiscal year, the

Executive Board resolved, on 18 February 2020, to present a proposal as to the appropria-

tion of distributable profit that provides for a dividend in the amount of EUR 1.16 per Axel

Springer Share. The Executive Board will present the proposal as to the appropriation of

distributable profit to the Supervisory Board of the Company, together with the annual ac-

counts documents for the 2019 fiscal year, probably on 2 March 2020. The Supervisory

Board has not performed any review as yet. It will decide on the approval of the single-

entity and consolidated financial statements and on the proposal as to the appropriation of

distributable profit on 10 March 2020. It must be noted in this context that the Bidder, the


64

Existing Shareholders' Companies and the Existing Shareholders hold the required majority

of the voting rights to resolve on the appropriation of the distributable profit of the 2019

fiscal year at the 2020 Annual Shareholders' Meeting. This also includes the option to

change the amount of the dividend proposed for distribution or to resolve not to make any

distribution of profits at all.

Axel Springer Shareholders who accept the Delisting Offer will no longer benefit from any

favorable business development of the Axel Springer Group or from any positive develop-

ment of the value or the stock exchange price (as long as it is still available) of the Axel

Springer Shares as regards their Axel Springer Shares tendered for sale.

After the consummation of the Delisting Offer and the expiration of the one-year period

pursuant to Sec. 31 (5) WpÜG, the Bidder, the persons acting jointly with the Bidder or

their subsidiaries may grant or agree on a higher consideration for the off-exchange acqui-

sition of Axel Springer Shares than that specified in the Delisting Offer, without being re-

quired to raise the Offer Price for the benefit of those Axel Springer Shareholders who

have already accepted the Delisting Offer. Within the aforementioned one-year period, the

Bidder, the persons acting jointly with the Bidder or their subsidiaries may also grant or

agree on a higher consideration for the acquisition of Axel Springer Shares via the stock

exchange (for as long as the shares are still listed) than that specified in the Delisting Offer,

without being required to raise the Offer Price for the benefit of those Axel Springer

Shareholders who have accepted the Delisting Offer.

In the event that certain structural measures (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 currently not intended but the implementa-

tion of which will be considered in due course) are implemented after the consummation of

the Delisting Offer, Axel Springer Shareholders who accept the Delisting Offer will not re-

ceive any equalization or Compensation Payments that would otherwise be payable in such

cases under applicable law. Equalization or Compensation Payments, if any, would be cal-

culated based on the enterprise value of Axel Springer at a future date 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. Since a stock ex-

change price will no longer be available after a Delisting, such a price will no longer have

to be taken into account as the minimum price in this context.

The Listed Axel Springer Shares tendered for sale will have a separate ISIN and there will

be no fungibility between these and the Axel Springer Shares not tendered for sale. Ac-

cording to information provided by the Bidder, as of the point in time when the Axel


65

Springer Shares have been rebooked to ISIN DE000A254W03, the Listed Axel Springer

Shares for which the Delisting Offer has been accepted will no longer be traded via the

stock exchange.

The Bidder will not grant a voluntary right of withdrawal to the Axel Springer Sharehold-

ers. The Axel Springer Shareholders may therefore withdraw from their acceptance of the

Delisting Offer only if the conditions set out in Section 17 of the Offer Document are met.

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

Axel Springer Shareholders who do not accept the Delisting Offer and who do not otherwise sell

their Axel Springer Shares remain Axel Springer Shareholders, but should inter alia note the fol-

lowing:

Axel Springer Shareholders will directly bear the risks and rewards relating to the future

development of the Company and the Axel Springer Group, the further development of the

value and the stock exchange price (as long as it is still available) of the Axel Spring-

er Shares and of the future dividend policy.

The Listed Axel Springer Shares for which the Delisting Offer has not been accepted will

be traded on the Frankfurt Stock Exchange only until the Delisting takes effect. The trading

of the Axel Springer Shares in XETRA will end simultaneously with the Delisting. It is ex-

pected that, in close temporal proximity with the Delisting, the inclusion of the Axel

Springer Shares in the sub-segment of the open market of the Berlin stock exchange (Berlin

Secondary Regulated Market) and in the open market of the stock exchanges in Düsseldorf,

Hamburg, Hanover, Munich and Stuttgart and in the Tradegate Exchange will end as well.

As of that point in time, the Axel Springer Shareholders will no longer be able to sell their

Axel Springer Shares via any regulated stock exchange, a fact which may also result in

higher transaction costs. The Axel Springer Shares are not admitted to trading on any other

regulated market in Germany or in the European Union or the European Economic Area. In

the Delisting Agreement, the Company has agreed to refrain from applying for inclusion of

the Axel Springer Shares for trading in the open market of any stock exchange. Even if

Axel Springer Shares remained or were to be included in the open market of a stock ex-

change, these markets might not provide the liquidity required to enable normal trading ac-

tivities in Axel Springer Shares.

The tradeability of the currently Listed Axel Springer Shares may, however, be restricted

even before the Delisting takes effect because of a further reduction of the amount of


66

shares held in free float caused by Axel Springer Shares being tendered into the Delisting

Offer or acquired by the Bidder otherwise than in the course of the Delisting Offer. The

amount of shares in free float (as described in Section II.1.4 of this Statement) existing at

the date of the publication of the Delisting Offer may decrease even further in the cases de-

scribed above. It cannot be ruled out that, in such a case, the purchase and selling orders for

Axel Springer Shares cannot be executed at all or not in a timely manner. Because of the

reduced liquidity, depending on the demand for and supply of Axel Springer Shares, con-

siderable price fluctuations may occur in the future.

Axel Springer Shareholders who intend to not accept the Delisting Offer with a view to the

distribution of a dividend subsequent to the 2020 Annual Shareholders' Meeting but do in-

tend to sell their Axel Springer Shares after the 2020 Annual Shareholders' Meeting and af-

ter having received the dividend resolved at that meeting, should consider the following:

For the 2019 fiscal year, thus far only the Executive Board resolved, on

18 February 2020, to present a proposal as to the appropriation of distributable

profit that provides for a dividend in the amount of EUR 1.16 per Axel Springer

Share. The Executive Board will present the proposal as to the appropriation of dis-

tributable profit to the Supervisory Board of the Company, together with the annu-

al accounts documents for the 2019 fiscal year, probably on 2 March 2020. The

Supervisory Board has not performed any review as yet. It will decide on the ap-

proval of the single-entity and consolidated financial statements and on the pro-

posal as to the appropriation of distributable profit on 10 March 2020. It must be

noted in this context that the Bidder, the Existing Shareholders' Companies and the

Existing Shareholders hold the required majority of the voting rights to resolve on

the appropriation of the distributable profit of the 2019 fiscal year at the 2020 An-

nual Shareholders' Meeting. This also includes the option to change the amount of

the dividend proposed for distribution or to resolve not to make any distribution of

profits at all.

During the short period after the distribution of the dividend until the Delisting

takes effect, tradeability of the shares may be reduced owing to the further reduc-

tion of the number of shares traded in free float as described above. The price for

an Axel Springer Share that can be achieved during that period depends on supply

and demand. The price may be equal to, or higher or lower than the offer consider-

ation. If and to what extent the dividend payment will affect the amount of the –

still achievable – stock exchange price cannot be predicted with certainty. As re-

gards the time after the Delisting, reference is made to the aspects set forth above.


67

To the extent that Axel Springer Shareholders consider selling their Axel Springer Shares

to the Bidder, persons acting jointly with the Bidder or their subsidiaries off exchange, in

any event the following must be taken into account: Because of the Previous Takeover Of-

fer and the Delisting Offer, the Investor is subject to certain improvement obligations pur-

suant to Sec. 31 (5) WpÜG in the event that, in any such off-exchange transaction, a con-

sideration of more than EUR 63.00 is granted or agreed. As regards the Previous Takeover

Offer, these improvement obligations apply during the period leading up to (and including)

7 August 2020 and extend to all shareholders who accepted the Previous Takeover Offer.

As regards the Delisting Offer, these improvement obligations apply for a period of one

year after the publication of the notification pursuant to Sec. 23 (1) sentence 1 no. 2 WpÜG

and extend to all shareholders who accepted the Delisting Offer. Under certain circum-

stances, an improvement obligation with respect to the Delisting Offer may result in an im-

provement obligation arising also under the Previous Takeover Offer. The existence and

the scope of a potential improvement obligation may affect the willingness of the Bidder,

the persons acting jointly with the Bidder or their subsidiaries to acquire Axel Springer

Shares off exchange for a consideration of more than EUR 63.00. The Company has no in-

formation as to what extent and at what price the Bidder will be prepared, after the con-

summation of the Delisting Offer, to acquire Axel Springer Shares not tendered into the

Delisting Offer.

The Bidder, the Existing Shareholders and the Existing Shareholders' Companies, to the

extent that they still hold the required majority of the voting rights for taking decisions on

the appropriation of the distributable profit of the relevant preceding fiscal year at the

shareholders' meeting also in the future, will be able to determine the amount of the divi-

dend to be paid based on the respective distributable profit available. This also includes the

option in certain circumstances to resolve not to make any distribution of profits or to re-

solve to make a distribution that is lower compared to the dividend policy pursued in the

past.

The Bidder, the Existing Shareholders and the Existing Shareholders' Companies jointly

have the necessary qualified majority to resolve on certain structural measures under Ger-

man stock corporation law (Aktienrecht) or to adopt other resolutions of significant im-

portance at the Company's shareholders' meeting already today. 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 con-

clusion of a domination and profit transfer agreement, a squeeze-out, restructurings, a mer-

ger (including a merger of both the Company and the Bidder into a company to be newly

founded) and a dissolution (including a dissolution by transfer). According to the Bidder's

statement in Section 9.6 of the Offer Document, at the time of the publication of Offer


68

Document, the Bidder does not intend to take any further structural measures apart from

the Delisting but that it will consider in due time, together with the Existing Shareholders

and the Existing Shareholders' Companies, whether and to what extent further structural

measures will be implemented.

Based on a domination and profit transfer agreement, the controlling companies would be

in a position to give the Executive Board of Axel Springer binding instructions regarding

the company management. Due to the obligation to transfer 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, fair compensation pursuant to Sec. 304 AktG from the

controlling company.

In the event that the Bidder 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 fair cash compen-

sation in accordance with Secs. 327a et seqq. AktG (squeeze-out under stock corporation

law). If the Bidder 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 re-

turn for fair cash compensation under Sec. 62 (5) of the German Transformation Act (Um-

wandlungsgesetz) 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

Axel Springer Shares held by other shareholders.

The Bidder or persons acting jointly with the Bidder could cause Axel Springer 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.

Some of the aforementioned measures could give rise to an obligation of the Bidder to

make an offer to the minority shareholders to acquire their Axel Springer Shares against

fair consideration, or to pay a recurring compensation amount. Any consideration or com-

pensation 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. Equalization or Compensation Payments, if any, would be calculated based

on the enterprise value of Axel Springer at a future date and be subject to control by the

courts in the course of appraisal rights proceedings (Spruchverfahren). Since a stock ex-

OFFICIAL APPROVALS AND PROCEEDINGS

69

change price will no longer be available after a Delisting, such a price will no longer have

to be taken into account as the minimum price in this context.

Upon the consummation of the Delisting, certain transparency and trading provisions

aimed inter alia at protecting the investors will cease to apply. These include in particular

Secs. 33 et seqq. WpHG (voting rights notifications), Secs. 48 et seqq. WpHG (information

necessary for exercising rights attached to securities), Art. 17 (publication of inside infor-

mation), Art. 18 (insider lists) and Art. 19 (managers' transactions) of Regulation (EU)

No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market

abuse (Market Abuse Regulation) and the increased disclosure duties under the German

Securities Trading Act (WpHG) and under the Exchange Rules for the Frankfurt Stock Ex-

change (in particular quarterly and half-yearly financial reporting duties). After the imple-

mentation of the Delisting, the Company will no longer be obliged to comply with the rec-

ommendations of the Government Commission on the German Corporate Governance

Code (Regierungskommission Deutscher Corporate Governance Kodex) pursuant to

Sec. 161 AktG.

VIII. OFFICIAL APPROVALS AND PROCEEDINGS

BaFin approved the publication of the German language Offer Document on 21 February 2020. No

further administrative approvals, authorizations or procedures will be required in connection with

the publication of the Offer Document.

IX. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND OF 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

Since the consummation of the Previous Takeover Offer, CEO Mathias Döpfner has been a mem-

ber of the consortium comprising the Investor, the Existing Shareholders and the Existing Share-

holders' Companies. Dr. Mathias Döpfner directly holds 126,345 Axel Springer Shares (approxi-

mately 0.12% of the share capital) and indirectly holds (i) 923,224 Axel Springer Shares (approxi-

mately 0.86% of the share capital) via Brilliant and (ii) 1,978,800 Axel Springer Shares (approxi-

mately 1.83% of the share capital) via Epiktet, hence, a total of 3,028,369 of all Axel Springer

Shares (approximately 2.81% of the share capital). To the Company's knowledge, all Axel Springer

Shares directly and indirectly held by Dr. Mathias Döpfner are subject to the Pooling Agreement

entered into between Dr. h.c. Friede Springer and FSKG, which was updated on 17 December 2019

by an agreement entered into between Dr. h.c. Friede Springer, ASGP, FSKG, Dr. Mathias Döpfner

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

70

and Epiktet (for details, see Section II.1.5 of this Statement). Upon consummation of the Previous

Takeover Offer, Dr. Mathias Döpfner will coordinate his behavior with regard to Axel Springer and

the business strategy of Axel Springer in accordance with the Agreement of 12 June 2019 and the

Shareholders' Agreement with the Investor, Dr. h.c. Friede Springer and the Existing Shareholders'

Companies within the meaning of Sec. 30 (2) WpÜG. This coordination includes, in particular, the

exercise of voting rights attached to Axel Springer Shares that are held directly or indirectly by Dr.

Mathias Döpfner (in this regard, cf. Section II.1.4 of this Statement). Dr. Mathias Döpfner is, due

to him being a party to the Agreement of 12 June 2019 and due to Epiktet, a company controlled by

him, being a party to the Shareholders' Agreement, a person acting jointly with the Bidder within

the meaning of Sec. 2 (5) sentence 1 WpÜG (cf. Section 6.5.3 of the Offer Document).

At the end of 31 May 2020, Dr. Andreas Wiele will leave the Executive Board of the Company and

will no longer be working for the Company. After having left the Company, Dr. Andreas Wiele

will become a member of the worldwide KKR Senior Advisory Board as of 1 September 2020 and

will, in future, advise KKR in its business activities in the areas of technology, media and tele-

communications worldwide and across industries in Germany.

Dr. Mathias Döpfner has undertaken in accordance with the non-tender agreement that he has en-

tered into with the Bidder not to accept the Delisting Offer (cf. Section IV.5 of this Statement). The

other Executive Board members who also hold Axel Springer Shares directly and/or indirectly 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 enroll 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 Delisting Offer nor its consummation 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 capital-

ization 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). If, in the relevant time period, the

stock exchange price of the Axel Springer Shares approximates the Offer Price, payment entitle-

ments are triggered under the LTIP that, according to the terms of the LTIP, will become due and

payable in May 2020 (50%) and in May 2022 (50%); the relevant net payment received by these

members must then be reinvested in Axel Springer Shares for two years and for one year, respec-


71

tively. The rules described above are not applicable after a delisting but require supplementary

contract interpretation (ergänzende Vertragsauslegung) or an amendment of the contract. The obli-

gation to reinvest does not apply to Dr. Andreas Wiele because he will leave the Executive Board

as of 31 May 2020 and will no longer be working for the Company.

Dr. Stephanie Caspar, who was appointed to the Executive Board in March 2018, does not partici-

pate in the LTIP but in a virtual stock option plan for the Executive Board ("Virtual Stock Option

Plan") for which she made a personal investment in Axel Springer Shares. Dr. Caspar may exercise

the option rights granted to her under the Virtual Stock Option Plan at the earliest in October 2021;

such exercise requires, in addition to the personal investment being maintained, inter alia that the

then applicable stock exchange price of the Axel Springer Shares significantly exceeds the Offer

Price. Assuming that the Delisting takes effect in early May 2020 as intended (see Section III.4 of

this Statement), the conditions for determining the target achievement under the Virtual Stock Op-

tion Plan cease to apply in the future and the purpose pursued by the personal investment can no

longer be realized. The contractual situation must, therefore, be adapted to the new circumstances

in coordination with the Supervisory Board and Dr. Caspar taking into account the interests of both

parties. The decision as to how this is to be accomplished is still to be made.

The Bidder has stated that, in principle, it considers it sensible that board members participate di-

rectly or indirectly in the share capital of Axel Springer in order to set medium- and long-term in-

centives for a sustainable increase of the enterprise value (cf. Sections 9.5 and 18 of the Offer Doc-

ument).

In Section 9.5 of the Offer Document, the Bidder confirmed in accordance with the Investor

Agreement that the current Executive Board of Axel Springer is to remain in office, except for

Dr. Andreas Wiele, who will voluntarily resign from his office as an Executive Board member. No

exceptional rights of termination will arise under the service agreements of the individual Execu-

tive Board members due to the Delisting Offer or its consummation.

1.2 Specific interests of members of the Supervisory Board

Since the consummation of the Previous Takeover Offer, the Supervisory Board member Dr. h.c.

Friede Springer, with the Existing Shareholders' Companies held by her, has been a member of the

consortium comprising the Investor, the Existing Shareholders and the Existing Shareholders'

Companies. 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). Upon consummation of the Pre-

vious Takeover Offer, Dr. h.c. Friede Springer will coordinate her behavior with regard to Axel


72

Springer and the business strategy of Axel Springer in accordance with the Agreement of 12 June

2019 and with the Shareholders' Agreement with the Investor, Dr. Mathias Döpfner and the Exist-

ing Shareholders' Companies within the meaning of Sec. 30 (2) WpÜG. This coordination in-

cludes, in particular, the exercise of voting rights attached to Axel Springer Shares that are held

directly or indirectly by Dr. h.c. Friede Springer (in this regard, cf. Section II.1.4 of this Statement).

Dr. h.c. Friede Springer is, due to her being a party to the Agreement of 12 June 2019 and due to

ASGP and FSKG, which are controlled by her, being parties to the Shareholders' Agreement, a

person acting jointly with the Bidder within the meaning of Sec. 2 (5) sentence 1 WpÜG (cf. Sec-

tion 6.5.2 of the Offer Document).

The Supervisory Board members Philipp Freise, Johannes P. Huth and Franziska Kayser were

appointed to the Supervisory Board upon the proposal of KKR. Philipp Freise is a partner and co-

head of the European private equity business of KKR, Johannes P. Huth is a partner and head of

KKR Europe and Franziska Kayser is Director Private Equity of KKR. They are thus able to exert

influence over the Bidder. In order to avoid conflicts of interest, as a precautionary measure, the

above-mentioned Supervisory Board members have not participated in deliberations and

resolutions of the Supervisory Board resolution on the Delisting or this Statement.

Dr. h.c. Friede Springer and ASGP have undertaken in accordance with the non-tender agreements

that they have entered into with the Bidder not to accept the Delisting Offer (cf. Section IV.5 of this

Statement). The other Supervisory Board members who also hold Axel Springer Shares directly or

indirectly are not subject to any holding obligations towards the Bidder.

In Section 8.3.3 b) of the Offer Document, the Bidder has confirmed in accordance with the Inves-

tor Agreement that Ralph Büchi is to remain the Chairman of the Supervisory Board for the dura-

tion of his current term.

The Bidder has stated that, in principle, it considers it sensible that board members participate di-

rectly or indirectly in the share capital of Axel Springer within the framework of a management

participation program launched by the Company in order to set medium- and long-term incentives

for a sustainable increase of the enterprise value (cf. Section 18 of the Offer Document).

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 Agreement of

12 June 2019, to which Dr. h.c. Friede Springer and Dr. Mathias Döpfner are a party, the Share-

holders' Agreement, to which the Existing Shareholders' Companies controlled by them are a party,

the Parent Undertaking, to which Dr. h.c. Friede Springer and Dr. Mathias Döpfner are also parties,

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

OFFER

73

the Investor Agreement and the non-tender agreements, and they did not offer the members of the

Executive Board the prospect of their service contracts being amended or renewed. It is pointed

out, as precautionary measure, that irrespective of the Delisting, the Supervisory Board intends to

decide on the renewal of the appointments of the members of the corporate bodies and of the ser-

vice contracts of the Executive Board members in the next few months. Additionally, the Executive

Board and the Supervisory Board point in this context to the Pooling Agreement, which was con-

cluded on 17 December 2019 by an agreement entered into between Dr. h.c. Friede Springer,

ASGP, FSKG, Dr. Mathias Döpfner and Epiktet (for details, see Section II.1.5 of this Statement).

As of 1 September 2020, Dr. Andreas Wiele will take up employment as Senior Advisor World-

wide TMT with the KKR Group.

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

sons acting jointly with the Bidder in the context of the Delisting Offer. Please also note the future

service of Dr. Andreas Wiele as a member of KKR's worldwide Senior Advisory Board (cf. Sec-

tion IX.1.1 of this Statement).

X. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVI-

SORY BOARD TO ACCEPT THE OFFER

All of the members of the Executive Board hold Axel Springer Shares. Dr. Mathias Döpfner in-

tends 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 Delist-

ing 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.

Out of the members of the Supervisory Board, Dr. h.c. Friede Springer, Ralph Büchi and Oliver

Heine hold Axel Springer Shares. Dr. h.c. Friede Springer intends not to accept the Delisting Offer

for any of the Axel Springer Shares directly or indirectly held by her. Ralph Büchi and Oliver Hei-

ne currently intend to accept the Delisting Offer for all of the Axel Springer Shares held by them.

Dr. h.c. Friede Springer and Dr. Mathias Döpfner have entered into agreements with the Bidder

pursuant to which they coordinate their behavior with regard to the Company for the purpose of

jointly supporting the Company's strategy (cf. Section II.1.5.2 and Section II.1.5.4 of this State-

ment). As regards the Axel Springer Shares directly and indirectly held by Dr. h.c. Friede Springer

and Dr. Mathias Döpfner, non-tender agreements have been concluded with the Bidder. In these

RECOMMENDATION

74

agreements, the respective parties have undertaken not to accept the Delisting Offer (cf. Sec-

tion IV.5 of this Statement).

XI. RECOMMENDATION

The Executive Board and the Supervisory Board are of the opinion that the Delisting is in the best

interest of Axel Springer. As a delisting offer is a prerequisite for implementing the Delisting, the

Executive Board and the Supervisory Board are in favor of and support the Bidder's Delisting Of-

fer. The Executive Board and the Supervisory Board confirm that the consideration offered of

EUR 63.00 per Axel Springer Share is in line with the statutory requirements applicable to a delist-

ing offer and, thus, fair for the purposes of the Delisting Offer.

Each Axel Springer Shareholder has to decide whether or not to accept the Delisting Offer by con-

sidering the overall circumstances, his or her individual circumstances and his or her personal as-

sessment of the potential future performance of the value and the stock exchange price (as long as

it is still available) of Axel Springer Shares and must take into account in particular the conse-

quences of accepting or not accepting the Delisting Offer. Subject to mandatory applicable law, the

Executive Board and the Supervisory Board assume no responsibility in the event that the ac-

ceptance or non-acceptance of the Offer should subsequently have adverse economic consequences

for any Axel Springer Shareholder.

Berlin, 27 February 2020

Axel Springer SE

The Executive Board The Supervisory Board

joint reasoned statement of the executive board and the ......the commercial register of the local...

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