Invitation to the Annual General Meeting of Axel Springer AG, Berlin

Transcription

1 Invitation to the Annual General Meeting of Axel Springer AG, Berlin We herewith invite our Company s Shareholders to the Annual General Meeting 2004 on Wednesday, 14 April 2004, at a.m. in Ullstein-Halle on the ground floor of Axel Springer Haus in Berlin, Entrance: Axel-Springer-Straße 65. Agenda: 1. Presentation of the certified annual financial statements of Axel Springer AG and the approved consolidated financial statements as of 31 December 2003 with the status report of Axel Springer AG and the Group for the financial year 1 January 31 December 2003, together with the report from the Supervisory Board. The above documents may be viewed by the Shareholders in the offices of Axel Springer AG in Berlin, Axel-Springer-Straße 65, (Investor Relations) Hamburg, Axel-Springer-Platz 1, (Investor Relations) and are also available for downloading from the internet under They will also be sent to Shareholders on request. 2. Resolution on the appropriation of profits. The Supervisory Board and Board of Management propose that 36,720,000 of the retained earnings totalling 80,890,406 be appropriated to pay a dividend and the remaining sum of 44,170,406 be transferred to the other

2 earnings reserves. This corresponds to a dividend for the financial year from 1 January to 31 December 2003 of 1.20 per individual share certificate entitled to a dividend. The Company s own shares are not entitled to a dividend. 3. Resolution to discharge the Board of Management for the financial year from 1 January until 31 December The Supervisory Board and Board of Management propose that the incumbent members of the Board of Management during the financial year 2003 are discharged for this period. 4. Resolution discharge the Supervisory Board for the financial year from 1 January until 31 December The Supervisory Board and Board of Management propose that the incumbent members of the Supervisory Board during the financial year 2003 are discharged for this period. 5. Choice of auditors. The Supervisory Board proposes that the auditing company PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hamburg branch, is elected as auditors, also for the financial year Election of the Supervisory Board. The term of office of all the present Supervisory Board members ends with the end of this year s annual general meeting. Pursuant to Art. 9 Item 1 of the Articles of Association, the Supervisory Board consists of nine members. In accordance with Art. 96 Para. 1 AktG 1 it is only made up of members of Shareholders Supervisory Boards. The annual general meeting is not bound to accept the nominated candidates. The Supervisory Board proposes that the following Shareholders representatives are elected as members of the Supervisory Board for the new term of office: - Dr. Gerhard Cromme, Chairman of the Supervisory Board, ThyssenKrupp AG, Essen - Mr Leonhard H. Fischer, member of the Executive Board of the Crédit Suisse Group and CEO of the Winterthur Group, Winterthur, Switzerland, - Mr Klaus Krone, businessman, Berlin, - Prof. Dr. Wolf Lepenies, university lecturer, Berlin, - Dr. Michael Otto, Chairman of the Board of Management, Otto (GmbH & Co.), Hamburg, - Mr Brian Powers, CEOof Hellmann & Friedman LLC, San Francisco, California, USA, - Mr Axel Sven Springer, journalist, Hamburg, - Dr. h.c. Friede Springer, businesswoman, Berlin, 1 AktG = German Stock Corporation Law 2

3 - Dr. Giuseppe Vita, Chairman of the Supervisory Board, Axel Springer AG, Berlin. 7. Resolution on the authorisation to acquire and utilise the Company s own shares pursuant to Art. 71 Para. 1 No. 8 AktG The Board of Management and Supervisory Board propose that the following resolution is taken: The Board of Management is authorised, with the consent of the Supervisory Board, to acquire the Company s own shares on its behalf until 13 October 2005, for up up to ten percent of the current equity capital. Together with the own shares acquired for other reasons which are currently in the Company s possession or which are to be allocated to it pursuant to Art. 71a ff. AktG, the shares acquired on the basis of this authorisation shall not at any time exceed ten percent of the Company s share capital. The acquisition shall be made via the stock exchange or by means of a public offer directed at all Shareholders. Furthermore, the Supervisory Board is authorised to buy back shares from former members of the Board of Management after they have left the service of the Axel Springer Group, provided that these shares were sold as part of the Management shares programme as prerequisite to granting options to Board of Management members (cf. account of the Management shares programme given below). The equivalent amount offered for the acquisition of the shares via the stock exchange shall not exceed ten percent above or below the average value of the share prices (closing price in Xetra trading or a comparable successor system replacing the Xetra system or if such a price is not determined the spot rate on the Frankfurter stock exchange) on the last three stock exchange trading days before undertaking to make the purchase. In the case of a public offer the Company can either specify a price or a price range at which it is prepared to purchase the shares. However, subject to adjustment during the bidding period the purchase price shall not be more than twenty percent above or below the average value of the share prices (closing price in Xetra trading or a comparable successor system replacing the Xetra system or if 3

4 such a price is not determined the spot rate on the Frankfurter stock exchange) on the last three stock exchange trading days before the public announcement of the offer. The margins shall be calculated without transaction costs. However, if there are significant differences in the key price after the public announcement, the offer can be adjusted. In this case, the price shall be based on the rate on the third stock exchange trading day before the public announcement of any adjustment. If in case of a public offer of purchase, the volume of shares offered should exceed the planned repurchase volume, acceptance shall be proportional to the respective shares offered. Preferential acceptance of small offers or small shares of offers up to 50 individual shares can be allowed. In the case of reacquisition of shares granted to Board of Management members as part of the Management shares programme, the purchase price shall be 54 per share (plus 2% p.a. since 1 July 2004). The authorised acquisition of own shares granted in the Company s annual general meeting held on 16 April 2003 (Agenda Item 7) ends when this new authorisation comes into effect The Board of Management is authorised, with the consent of the Supervisory Board, to proceed as follows in respect of own shares which were purchased on the basis of this authorisation or on the basis of the authorisation of the annual general meeting held on 16 April 2003 (Agenda Item 7), by other means than via the stock exchange or by offer to all Shareholders to sell them with exclusion of Shareholders prescription rights in exchange for payment in kind within the scope of company mergers or for the purpose of acquiring companies, parts of companies, stakes in companies or other assets, to sell them with exclusion of Shareholders prescription rights, in so far as cash sales to third parties are made at a price which is not substantially less than the stock exchange price, to offer them for sale or transfer to persons, with exclusion of Shareholders prescription rights, who are employed by the Company or an affiliated company, 4

5 to recall them, without the recall requiring a further resolution of the general meeting. The shares can, with the consent of the Supervisory Board, also be recalled in such a way that the share capital remains unchanged, and instead the recall increases the proportion of share capital made up by other individual share certificates in accordance with Art. 8 Para. 3 AktG (simplified recall procedure, Art. 237 Para. 3 No. 3 AktG). Furthermore, within the scope and under the terms of the Management shares programme (cf. account of the Management shares programme given below) the Supervisory Board is authorised to proceed as follows in respect of shares which were purchased on the basis of this authorisation or on the basis of the authorisation of the annual general meeting held on 16 April 2003 (Agenda Item 7), with exclusion of Shareholders prescription rights, to sell up to a total of 62,300 of these shares to members of the Board of Management until 30 September 2004, as part of the Management shares programme at a price of 54 per share (plus 2% p.a. from 1 July 2004), and to sell a total of up to 498,400 of these shares to members of the Board of Management at a price of 54 per share (plus 2% p.a. from 1 July 2004), in so far as the Board of Management members exercise options as part of the Management shares programme. For each share purchased, the members of the Board of Management shall receive eight options to purchase shares in the Company. Each option entitles the holder to purchase one share in the Company. The options can be exercised, taking into consideration the exercise period defined below, following expiry of the option qualifying period. The option qualifying period ends for 50% of the entitled options granted on the first anniversary and for the other 50% of the options on the second anniversary of the H&F majority sale. The day of the H&F majority sale in this sense is the day on which Hellman & Friedman Rose Partners, L.P., and Hellman & Friedman International Rose Partners, L.P., (hereinafter referred to as H&F ), or its affiliated companies in accordance with Art. 15 ff. AktG, transfer the majority of their investment amounting to 19.4% of the Company s share capital to a 5

6 company not affiliated with H&F in accordance with Art. 15 ff. AktG. In any case, the option qualification period shall be at least two years and maximum five years. Subject to achieving the target values given below, the options can be exercised within 24 months of the expiry of the option qualification period ( option period ), but not from the end of a respective financial year up to publication of the annual financial statements for the previous financial year as well as 30 calendar days before the respective publication of the interim reports of the Company or the Axel Springer Group, as announced in the Company s financial calendar. Exercising the options depends on the EBITA result of the Axel Springer Group in the financial years 2005 and 2007 (hereinafter referred to as the target values ). EBITA is defined as the EBITA of the Axel Springer Group resulting from current business before any special effects are taken into account. Special effects are deemed to be effects resulting from the sale of subsidiary companies, parts of companies and stakes, depreciation and appreciation to stakes, effects from the sale of property, special depreciation and appreciation to property. At the discretion of the Supervisory Board, EBITA sums from new stakes or consolidated companies can also be deduced from the EBITA as defined above, provided that these stakes/companies cost more than 50m in each case after the start of the option programme, as well as EBITA effects resulting from the Management shares programme. The Supervisory Board can adjust the EBITA target values in the case of selling subsidiary companies, stakes and parts of companies as well as in case of significant differences (exceeding 5m) resulting from the changeover to IFRS accounting. Should the Axel Springer Group s EBITA lie below certain target values, the following proportion of the options issued shall expire. Financial year EBITA ( m) % share of the total options issued which expire 6

7 2005 less than % 2005 less than % 2007 less than % 2007 less than % Should options be exercised for the first time before ascertaining that the aforementioned target values for 2007 have been achieved, the target values for the last financial year for which published annual financial statements exist at the start of the option period shall be used as the basis for the second 50% of the options: The target values for the financial year 2006 are: Financial year EBITA ( m) % share of the total options issued which expire 2006 less than % 2006 less than % The authorisations can be exercised once or several times, fully or in partial amounts, in pursuit of one or several purposes, by the Company, but also by Group companies or by third parties on account of the Company or the Group companies. Please refer to the following account of the Management shares programme for further details of the Board of Management s shares in the Company. Report of the Board of Management to the annual general meeting in accordance with Art. 71 Para. 1 No. 8 Sentence 5, 186 Para. 4 Sentence 2 AktG The authorisation for the exclusion of subscription rights contained in Item 7 of the Agenda can be explained as follows: With the proposed authorisation, the Company would like to make use of its possibility of acquiring its own Company shares in accordance with Art. 71 Para. 1 7

8 No. 8 AktG. It would thus be able to acquire its own shares up to 13 October 2005, with a volume of up to ten percent of the equity capital (Art. 71 Para. 2 AktG), although the Company points out that it currently already holds 10 percent of its own shares. Acquisition can be made via the stock exchange or via a public offer directed at all Shareholders at the prices specified in the authorisation, based on the stock exchange price for the Company s shares at the time of the purchase. When acquiring own shares via a public offer, the corporate law principles of equal treatment shall be observed. Insofar as a public offer is oversubscribed, acceptance shall be in proportion to the respective shares offered. However, it should be permissible to allow for preferential acceptance of small offers or small parts of shares offered up to a maximum of 50 individual shares. This possibility aims to avoid fragmented amounts when determining the quotas for acquisition and small residual stakes with the aim of simplifying the technical procedures involved. Furthermore, up to 46,725 shares can be bought back from former members of the Board of Management as part of the Management shares programme decided by the Supervisory Board. This only applies to shares which the Board of Management member has acquired as prerequisite for the granting of options and after the Board of Management member has left the Axel Springer Group s service before the expiry of the basic five-year share holding period for these shares. The acquisition of a minimum number of shares is prerequisite for participation of a member of the Board of Management in the Management shares programme (cf. account of the Management shares programme given below). With respect to the sale of the shares, the authorisation, which explicitly also includes those shares acquired on the basis of the authorisation issued by the annual general meeting held on 16 April 2003 (Agenda Item 7), makes the following specifications: Firstly, the authorisation is requested in order to enable the Company to use repurchased shares, with the consent of the Supervisory Board, with exclusion of the Shareholders prescription right, within the scope of company mergers and as payment in kind for the acquisition of companies, parts of companies, stakes in 8

9 companies or other assets. This procedure, already provided for in the legal preamble to Art. 71 Para. 1 No. 8 AktG and increasingly becoming common international practice, can lead to cost-effective acquisition of investments. Furthermore, the intention is to enable the Company to sell repurchased shares with excluded Shareholders prescription right, with the consent of the Supervisory Board, to third parties for cash, if this is at a price which is not significantly less than the stock exchange price. The management will keep any deduction made from the stock exchange according to the statutory provisions as low as possible. Sale at a purchase price which is not significantly less than the stock exchange price avoids dilution of the value of the Shareholders investment. Thus, opportunities are opened up for the Company to offer the shares to national and international investors and to extend the group of shareholders and to thus stabilise the value of the share. The Company can flexibly adapt its equity capital to the needs of the business and react to unfavourable stock exchange situations. In addition, with preclusion of the Shareholders' prescription right, it should also be possible to offer acquired own shares to employees of the company or affiliated companies for acquisition. Furthermore, with the consent of the Supervisory Board, the acquired shares can be recalled resulting in a lowering of the equity capital (without a further resolution by the general meeting). To this end, apart from recall with reduction in capital, with the consent of the Supervisory Board the authorisation also provides for recall of fully paid up shares by adjusting the pro rata sum of the remaining individual share certificates to the Company s equity capital without lowering the capital. This automatically increases the computed share of the Company s equity capital made up of remaining individual share certificates. Finally, on the basis of the authorisation, it should be possible to use shares with excluded Shareholders prescription right within the scope of the Management shares programme decided by the Company s Supervisory Board. The Management share programme initially involves each member of the Board of Management investing in the Company s shares. On the basis of and depending on 9

10 the level of this own investment (at least 250,000), the member of the Board of Management will then be granted options to purchase further shares in the Company. The own investment consists of acquisition of a minimum number of shares in the Company, which shall be acquired as a prerequisite for participation in the Management shares programme. The purchase price for these shares is 54 (plus 2% p.a. since 1 July 2004). The price of 54 corresponds to the price at which own shares were repurchased by the Company within the scope of a public purchase offer to all Shareholders. It is below the current stock exchange price of the Axel Springer share, although it must be taken into consideration that the number of shares traded at the stock exchange price is very low. In addition, the shares purchased by the members of the Board of Management shall be held for five years. The Board of Management member therefore bears the full price risk for this not insignificant own investment of at least 250,000. The shares can also be repurchased in some cases by the Company when the member of the Board of Management retires from the Axel Springer Group. In this respect, this initially ensures that the Board of Management member cannot not suffer any disadvantages due to these shares through subsequent sale following expiry of the shares holding period. It must also be taken into consideration that altogether, the members of the Board of Management can only purchase up to 62,300 shares in the Company (0.18% of the equity capital). Finally, the purchase of the shares is prerequisite for the granting of options. These cannot be exercised until after an option waiting period of five years, taking into consideration the development of the Axel Springer Group s EBITA, and each option entitles the holder to acquire a Company share at a price of 54 per share (plus 2% p.a. since 1 July 2004). Overall, with the own investment and the granting of options, the Management shares programme serves to offer suitable incentives and secure the long-term commitment of the Board of Management members to the Company. Through the own investment required of the Board of Management members and the link with the development of the EBITA, the remuneration is results-based and thus in the 10

11 Company s interest. This represents an arrangement with a long-term incentive effect and risk character, as suggested in the German Corporate Governance Codex. Account of the Management shares programme The Management shares programme consists of the opportunity for members of the Board of Management to aquire shares in the Company until 30 September Depending on the number of shares acquired, an option to acquire further shares in the Company shares is granted with the share purchase. In total, the members of the Board of Management can purchase up to 62,300 shares in the Company at a price of 54 per share (plus 2% p.a. since 1 July 2004). 54 is the price at which the Company repurchased shares last year within the scope of the public purchase offer made to all Shareholders. To participate in this programme, each member of the Board of Management shall however invest at least 250,000 in Company shares. The members of the Board of Management are obliged to hold and not to sell the shares purchased within the scope of the Management shares programme for a period of five years ( shares holding period ). The shares holding period will be shortened so that sale is permitted at an earlier date, provided that Hellman & Friedman Rose Partners, L.P., and Hellman & Friedman International Rose Partners, L.P., (hereinafter referred to as H&F ), or companies affiliated with them in accordance with Art. 15 ff. AktG, transfer the majority of their stake in the Company s equity capital, amounting to 19.4%, to a company not affiliated with H&F in accordance with Art. 15 ff. AktG ( H&F majority sale ). In this case the members of the Board of Management are entitled to sell 50% of the shares held by them from the first anniversary of the H&F majority sale and the remaining 50% from the second anniversary of the H&F majority sale. The shares holding period is however at least two years. Should a member of the Board of Management leave the service of the Axel Springer Group before expiry of the shares holding period, the Company can buy back from the Board of Management member concerned the shares acquired as part 11

12 of the Management shares programme in accordance with the following and taking into consideration the statutory prerequisites, at a price of 54 per share (plus 2% p.a. from 1 July 2004): - 75% of the shares if retiring before 1 June 2005, - 50% of the shares if retiring after 31 May 2005, but before 1 December 2006, - 25% of the shares if retiring after 30 November 2006, but before 1 June Repurchase by the Company is precluded if the Board of Management member leaves the Company due to death, incapacity to work or for cogent grounds for which the Company is responsible. Furthermore, for each share purchased, the members of the Board of Management shall receive eight options for the acquisition of shares in the Company. An option entitles them to purchase a Company share at a price of 54 (plus 2% p.a. from 1 July 2004). Taking into consideration the exercise period defined below, the options can be exercised after expiry of the option waiting period. The option waiting period ends for 50% of the entitled options granted on the first anniversary and for the further 50% of the options on the second anniversary of the H&F majority sale. In any case, the option waiting period is however at least two years and maximum five years. Subject to achieving the target values given below, the options can be exercised within 24 months of the expiry of the option waiting period ("option period ), however not from the end of a respective financial year until the annual financial statements for the previous financial year are published, as well as 30 calendar days before the respective publication of the interim reports of the Company or the Axel Springer Group, as announced in the Company s financial calendar. Should a member of the Board of Management leave the service of the Axel Springer Group before expiry of the option waiting period, the options partially expire as follows: 12

13 - 75% of the options granted to the entitled beneficiary if retiring before 1 June 2005, - 50% of the options granted to the entitled beneficiary if retiring after 31 May 2005, but before 1 December 2006, - 25% of the options granted to the entitled beneficiary if retiring after 30 November 2006, but before 1 June Deviating from the above, the options shall not expire if the Board of Management member leaves the Company due to death, incapacity to work or for cogent grounds for which the Company is responsible. Should the member of the Board of Management leave the Axel Springer Group before the end of the option period for a cogent reason for which this Board of Management member is himself responsible, all options held by this member of the Board of Management shall expire. Exercising the options depends on the EBITA result of the Axel Springer Group in the financial years 2005 and 2007 (hereinafter referred to as target values ). EBITA is defined as the EBITA of the Axel Springer Group resulting from current business before any special effects are taken into account. Special effects are deemed to be effects resulting from the sale of subsidiary companies, parts of companies and stakes, depreciation and appreciation to stakes, effects from the sale of property, special depreciation and appreciationto property. At the discretion of the Supervisory Board, EBITA sums from new stakes or consolidated companies can also be deduced from the EBITA as defined above, provided that these stakes/companies cost more than 50m in each case after the start of the option programme, as well as EBITA effects resulting from the Management shares programme. The Supervisory Board can adjust the EBITA target values in the case of selling subsidiary companies, stakes and parts of companies as well as in case of significant differences (exceeding 5m) resulting from the changeover to IFRS accounting. Should the Axel Springer Group s EBITA lie below certain target values, the following proportion of the options issued shall expire. 13

14 Financial year EBITA ( m) % share of the total options issued which expire 2005 less than % 2005 less than % 2007 less than % 2007 less than % Should options be able to be exercised for the first time, before ascertaining that the aforementioned target values for 2007 have been achieved, the target values for the last financial year for which published annual financial statements exist at the start of the option period shall be used as the basis for the second 50% of the options: The target values for the financial year 2006 are: Financial year EBITA ( m) % share of the total options issued which expire 2006 less than % 2006 less than % Should a member of the Board of Management completely or partly sell their shares in Axel Springer AG before all options have become non-expirable, options which have not yet become non-expirable shall expire to the same extent. 8. Resolution on changes to the Articles of Association : The law on registered shares and for easing the exercising of voting rights (NaStraG) as well as the law on the reform of share and accounting legislation, transparency and disclosure (TransPuG) have enabled the use of electronic media. To implement the presentation latitude enabled by the aforementioned laws, the Supervisory Board and Board of Management propose that the Meeting takes the following resolutions: a) Supervisory Board meetings: 14

15 Art. 11 Figure 3 of the Articles of Association shall be rewritten as follows: Meetings and resolutions carried out in writing, by telephone, by facsimile or using other means of telecommunication are permissible, if the Chairman of the Supervisory Board or, in case of incapacity or impediment, the Vice-Chairman shall determine this for each individual case. The remaining members of the Supervisory Board do not have a right to object to this. The notice periods given in Paragraph 1 apply accordingly for the deadline for the casting of votes. b) A new Art. 22 shall be inserted in the Articles of Association at the end of Item VI. (the annual general meeting) with the following wording: Art. 22 Sound and video transmissions By arrangement by the Chairman of the meeting, audio and video transmission of extracts of or the complete annual general meeting is possible. The transmission can also be in a form to which the public has unlimited access. The form of transmission shall be announced in the invitation convening the meeting. Accordingly, the following paragraphs of the Articles of Association will be renumbered. Thus, the previous Art. 22 becomes Art. 23 and the previous Art. 23 becomes Art. 24 of the Articles of Association. 9. Resolution on the annual general meeting s consent to a control and profit transfer/loss absorption agreement between Axel Springer Aktiengesellschaft and Finanzen Verlagsgesellschaft für Kapitalmarktinformationen mbh, a wholly-owned subsidiary company. On 23 February 2004, the Company and Finanzen Verlagsgesellschaft für Kapitalmarktinformationen GmbH (hereinafter: Finanzen GmbH) concluded a control and profit transfer/loss absorption agreement. The Supervisory Board and Board of Management propose that this control and profit transfer/loss absorption agreement be approved. The control and profit transfer/loss absorption agreement has the following significant content: - The Management of Finanzen GmbH shall report to the Company. - Starting with the financial year 2004, Finanzen GmbH is obliged to transfer its profits to the Company. - Starting with the financial year 2004, during the term of the control and profit transfer/loss absorption agreement, the Company is obliged to settle any net losses incurred by Finanzen GmbH according to Art. 302 AktG. - With the consent of the Company, Finanzen GmbH can transfer sums from the net income to other revenue reserves, provided that this is economically justified according to sound business judgement. At the 15

16 request of the Company, reserves formed during the term of the control and profit transfer/loss absorption agreement shall be released and used to balance a net loss or transferred as a profit. - The control and profit transfer/loss absorption agreement can be terminated by both parties by giving six months notice to the end of Finanzen GmbH s financial year (31 December), but not before 31 December The control and profit transfer/loss absorption agreement can be terminated without notice for a cogent reason. A cogent reason exists if a) tax recognition is legally refused by tax assessment notice or by a court ruling or is threatened for reasons of administrative regulations b) all or some of the shares in Finanzen GmbH are no longer held by the Company, for any reasons whatsoever, c) the Company or Finanzen GmbH undergo restructuring in accordance with the Conversion Law. Pursuant to Art. 293a AktG, the Company s Board of Management together with the Management of Finanzen GmbH have prepared a joint report which contains detailed legal and financial explanations and justifications for concluding the control and profit transfer/loss absorption agreement and for the agreement itself. The control and profit transfer/loss absorption agreement with Finanzen GmbH, the annual financial statements and the management reports of the parties to the contract for the last three financial years, the joint report prepared by the Company s Board of Management as well as the Management of Finanzen GmbH pursuant to Art. 293a AktG may be viewed by the Shareholders in the offices of Axel Springer AG in Berlin, Axel-Springer-Straße 65, (Investor Relations) Hamburg, Axel-Springer-Platz 1, (Investor Relations) and in the business premises of Finanzen Verlagsgesellschaft für Kapitalmarktinformationen mbh in München, Isabellastraße 32 (Management) once the invitation to convene the Annual General Meeting has been issued, and are also available for downloading from the internet under They will also be sent to the Shareholders on request. Details of the Supervisory Board candidates proposed for election under Item 6 of the Agenda: Dr. Gerhard Cromme, Chairman of the Supervisory Board of ThyssenKrupp AG, Essen, Membership of the following statutory Supervisory Boards: - Axel Springer AG, - Allianz AG, 16

17 - Deutsche Lufthansa AG, - E.ON AG, - Ruhrgas AG, - Siemens AG (since ), - ThyssenKrupp AG (Chairman), - Volkswagen AG Memberships of comparable foreign controlling bodies: - Suez S.A. (France), - BNP Paribas S.A. (France). Leonhard H. Fischer, Member of the Executive Boardof the Crédit Suisse Group and CEO of the Winterthur Group, Winterthur (Switzerland), Membership of the following statutory Supervisory Boards: - Axel Springer AG, - DBV Winterthur Holding AG (Chairman) (since ), - Deutsche Borse AG (Vice-Chairman, until ), - EUREX Clearing AG (until ), - EUREX Frankfurt AG (until ), - K + S Aktiengesellschaft (until ), - Winterthur Beteiligungsgesellschaft mbh (Chairman) (since ), - WinCom Versicherungs-Holding AG (Chairman) (since ), Membership of comparable foreign controlling bodies: - EUREX Zürich AG (until ). Prof. Dr. Wolf Lepenies, university lecturer, Berlin No membership of statutory Supervisory Boards or of comparable foreign controlling bodies:. Klaus Krone, Businessman, Berlin Membership of the following statutory Supervisory Boards - Axel Springer AG, - Spütz AG (since ). Dr. Michael Otto, Chairman of the Board of Management Otto (GmbH & Co.), Hamburg Membership of the following statutory Supervisory Boards - Axel Springer AG, - Deutsche Bank AG, - Gerling-Konzern Versicherungs-Beteiligungs-AG, - Schwab Versand GmbH, Membership of comparable domestic and foreign controlling bodies: - Verwaltungsgesellschaft Baur Versand mbh (Chairman of the Advisory Board), - FORUM Grundstücksgesellschaft mbh (member of the Advisory Board), - Handelsgesellschaft Heinrich Heine GmbH (Chairman of the Advisory Board), - 3 Suisses International S.A., Frankreich (member of the Board of Directors), 17

18 - Crate & Barrel Holdings, Inc., Northbrook, USA (Chairperson of the Board), - Euromarket Designs, Inc., Northbrook, USA (Chairperson of the Board), - Freemans plc, London, UK (Chairperson of the Board), - Grattan plc, Bradford, UK (Chairperson of the Board), - Otto-Sumisho Inc., Tokyo, Japan (Chairman of the Board of Directors), - Spiegel, Inc., Chicago, USA (Chairperson of the Board). Brian M. Powers, CEO of Hellmann & Friedman LLC, San Francisco, California (USA) Membership of the following statutory Supervisory Boards - Axel Springer AG (since ), Membership of comparable foreign controlling bodies: - SLEC Holdings Limited, Great Britain (Director), - Bambino Holdings Limited, Great Britain (Director). Axel Sven Springer, Journalist, Hamburg Membership of the following statutory Supervisory Boards - Axel Springer AG. Dr. h.c. Friede Springer, Businesswoman, Berlin, Membership of the following statutory Supervisory Boards - Axel Springer AG (Vice-Chairwoman) - Alba Berlin AG (since ). Dr. Giuseppe Vita, Chairman of the Supervisory Board of Axel Springer AG, Berlin, Membership of the following statutory Supervisory Boards - Axel Springer AG (Chairman) - Allianz Lebensversicherungs-AG, - BEWAG AG (until ), - Degussa AG (until ), - Hugo Boss AG (Chairman), - Medical Park AG (since ), - Schering AG (Chairman), - Vattenfall Europe AG, Membership of comparable foreign controlling bodies: - Riunione Adriatica di Sicurtà (RAS) S.p.A., Italy (Chairman of the Board of Directors), - Techosp S.p.A., Italy (member of the Board of Directors), - Marzotto, S.p.A., Italy (Member of the Board of Directors). Notice pursuant to Art. 128 Para. 2 Sentences 6 to 8 AktG: Members of the Company s Supervisory Board are also members of the Board of Management of the following banks: 1) Credit Suisse Group 18

19 2) Winterthur Group, Winterthur (Switzerland) Eligibility to participate Each Shareholder registered in the Company s share register is entitled to attend the annual general meeting and to exercise their voting right, if they have submitted their attendance registration by the fifth day before the annual general meeting at the latest, i.e. by Thursday, 8 April 2004 at the latest, with the Board of Management of Axel Springer AG, in writing, by facsimile (040/ ) or by (ir@axelspringer.de). A registration form will be sent directly to our Shareholders. For work reasons, it is not possible to carry out any changes in registration during the preparation for the annual general meeting. Purchasers of shares whose applications for change of registration were received by the Company after 30 March 2004, can therefore not exercise their rights to participate and voting rights arising out of these shares. In such cases, participation and voting rights remain with the shareholder registered in the share register until the change in registration. Those Shareholders entered in the share register on the day of the annual general meeting and who have registered their attendance in good time shall be entitled to participate and vote. Proxy Shareholders, who do not wish to attend the annual general meeting in person, can have their voting right exercised by a written authorised representative (proxy), e.g. by a bank or a shareholders association. As a service to our Shareholders, we provide the opportunity to vote by proxy through a proxy named by the Company, bound to the Shareholder s instructions. The proxy papers shall be issued in writing, by facsimile (040/ ) or by (ir@axelspringer.de). If the proxy holders named by the Company are issued with voting proxy, they must in each case be issued with instructions for the exercising of the voting rights. The proxy holders are obliged to vote in accordance with these instructions. An instruction form will be sent directly to our Shareholders. The proxy, with the instructions, must have been received by Axel Springer AG by 8 April 2004 at the latest. Enquiries and applications from Shareholders Counter-motions against a proposal made by the Board of Management and Supervisory Board for a certain agenda item in accordance with Art. 126 Para.1 AktG shall be sent only to: Axel Springer AG Investor Relations Axel-Springer-Platz Hamburg Facsimile: (0 40) ir@axelspringer.de Motions by Shareholders which have to be made accessible will be immediately published on the internet under Motions concerning the 19

20 items of this agenda received by midnight on 30 March 2004 will be taken into consideration. Consideration will not be given to motions addressed elsewhere. Possible comments by the management will also be published under the internet address given by 30 March Berlin, March 2004 Axel Springer AG The Board of Management Our Shareholders receive an invitation to the annual general meeting directly from us. 20