Axel Springer Aktiengesellschaft Berlin. Invitation to the Shareholders' Meeting

Transcription

1 Axel Springer Aktiengesellschaft Berlin ISIN DE (WKN ) ISIN DE (WKN ) Invitation to the Shareholders' Meeting We hereby invite our shareholders to the ordinary Shareholders' Meeting for the year 2011, to take place on Thursday, April 14, 2011, at 10:00 am, at the Axel Springer Building, Berlin, Entrance: Axel-Springer-Straße 65. Agenda: 1. Presentation of the established annual financial statements of Axel Springer Aktiengesellschaft and the approved consolidated financial statements as of December 31, 2010, together with the management report of Axel Springer Aktiengesellschaft and of the Group for the fiscal year 2010 (including the explanatory report of the Management Board pursuant to section 176, paragraph 1, sentence 1 of the Stock Corporation Act (Aktiengesetz) on the disclosure of takeover provisions in accordance with section 289, paragraph 4 and section 315, paragraph 4 of the Commercial Code (Handelsgesetzbuch) and the explanatory report of the Management Board on the key features of the internal control and risk management system with regard to the accounting process pursuant to section 289, paragraph 5 and section 315, paragraph 2, no. 5 of the Commercial Code) and the Report of the Supervisory Board The above-mentioned documents are available from the time this Shareholders' Meeting is convened at the business premises of Axel Springer Aktiengesellschaft at Berlin, Axel-Springer-Straße 65 (Investor Relations), during regular business hours for review by the shareholders and they may also be downloaded online at They can also be sent to shareholders free of charge upon request.

2 - 2 - Furthermore, the above-mentioned documents will be held available for review at the Shareholders' Meeting. In compliance with the statutory provisions it is not envisaged to pass a resolution for agenda item 1 as the Supervisory Board has already approved the annual financial statements and the consolidated financial statements. 2. Appropriation of profits The Supervisory Board and the Management Board propose to allocate a share of Euro 157,344, of the net income of Euro 158,304, for payment of a dividend for the 2010 fiscal year in the amount of Euro 4.80 per nopar value share entitled to dividends and to allocate the remaining amount of Euro 960, to other retained earnings. The proposal on the appropriation of profits takes into account the shares held by the Company itself (currently 200,000), which are not entitled to dividends. The number of shares entitled to dividends may decrease or increase by the time at which the Shareholders' Meeting takes place if additional shares are acquired or sold. In such a case, the Shareholders' Meeting will be submitted a proposal regarding the appropriation of profits that has been adjusted accordingly while the distribution of Euro 4.80 per no-par value share entitled to dividends will remain unchanged. 3. Discharge of the Management Board for the fiscal year 2010 The Supervisory Board and the Management Board propose to discharge the members of the Management Board who were in office in the 2010 fiscal year for this period. 4. Discharge of the Supervisory Board for the fiscal year 2010 The Supervisory Board and the Management Board propose to discharge the members of the Supervisory Board who were in office in the 2010 fiscal year (including the member of the Supervisory Board, Brian M. Powers, who retired from the Supervisory Board in May 2010) for this period. It is intended that the Shareholders' Meeting will vote on the resolution on the discharge of the members of the Supervisory Board in two groups: firstly, on the discharge of all members of the Supervisory Board who were in office in the 2010 fiscal year except for Dr. h.c. Friede Springer, and secondly, on the discharge of Dr. h.c. Friede Springer. 5. Appointment of the auditors for the audit of the annual financial statements and the consolidated financial statements as well as for the auditory review of the half-yearly financial report The Supervisory Board proposes based upon the recommendation of the audit committee to appoint the Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditors for the audit of the annual financial statements and the consolidated financial statements and also as auditors for the auditory review of the half-yearly financial report for the 2011 fiscal year.

3 By-election for the Supervisory Board With Mr. Brian M. Powers, CEO of the investment group Hellman & Friedman having resigned from his office as member of the Supervisory Board on May 20, 2010, on July 13, 2010 the local court of Charlottenburg appointed, upon application of the Chairman of the Supervisory Board of July 8, 2010, Dr. Nicola Leibinger-Kammüller, Chairwoman of the Management Board of TRUMPF GmbH + Co. KG, as member of the Supervisory Board of Axel Springer Aktiengesellschaft. Following the application, and in accordance with subclause sentence 2 of the German Corporate Governance Code, the appointment was limited until expiry of the ordinary Shareholders' Meeting According to section 9, paragraph 1 of the Company's articles of association the Supervisory Board consists of nine members. Pursuant to section 96, paragraph 1 of the Stock Corporation Act it is composed exclusively of representatives of the shareholders. The Supervisory Board proposes based upon the recommendation of the nomination committee of the Supervisory Board to appoint, until expiry of the Shareholders' Meeting which shall decide upon the discharge for the 2013 fiscal year, Dr. Nicola Leibinger-Kammüller, resident in Gerlingen, Chairwoman of the Management Board of TRUMPF GmbH + Co. KG with its seat in Ditzingen, as member of the Supervisory Board. The Shareholders' Meeting of the Company is not bound to proposals for appointments. Details with regard to memberships pursuant to section 125, paragraph 1, sentence 5 of the Stock Corporation Act a) in statutory supervisory boards: Deutsche Lufthansa Aktiengesellschaft, Siemens Aktiengesellschaft, Voith GmbH, b) in comparable domestic and foreign boards: none 7. Authorization to acquire and dispose of the Company's own shares pursuant to section 71, paragraph 1, no. 8 of the Stock Corporation Act as well as to exclude of subscription rights Based on the authorizations granted under the then agenda items 6 and 7 by the Shareholders' Meeting of April 23, 2010 the Company's Management Board is currently authorized to acquire the Company's own shares until April 22, Since a shareholder has brought an action for annulment of

4 - 4 - these authorizations, and notwithstanding the fact that the Company considers such action for annulment as baseless, a new authorization shall be resolved upon in this upcoming Shareholders' Meeting for reasons of precaution. The Supervisory Board and the Management Board propose resolution of the following: a) The Management Board is authorized, with the consent of the Supervisory Board, to acquire the Company's own shares up to a maximum of ten percent of the current share capital on or before April 13, Together with own shares acquired for whatever reason that are either held by the Company or can be attributed to the Company under sections 71a et seq. of the Stock Corporation Act, shares acquired based on this authorization may at no time exceed ten percent of the Company's share capital. The acquisition may occur (i) via the stock exchange or (ii) as part of a public tender offer to all shareholders or a public request to submit an offer (hereinafter "purchase offer") respectively. In the event of an acquisition via the stock exchange, consideration for the acquisition of shares (excluding ancillary acquisition costs) may not exceed or fall short of the arithmetic average share price of the final auction prices of the Axel Springer share in Xetra trading (or in a comparable successor system replacing the Xetra system) during the last three trading days (in Frankfurt am Main) preceding the creation of the obligation to acquire the shares by more than ten percent. In the event of a purchase offer, the Company may determine either a price or a price range at which it is willing to acquire the shares. The purchase price (excluding ancillary acquisition costs) may not exceed or fall short of the volume-weighted average share price on the Frankfurt Stock Exchange during the last three trading days preceding the public announcement of the offer by more than twenty percent, unless there has been an adjustment during the offer period. In the event, however, that after the public announcement of the purchase offer significant deviations in the applicable price occur, the purchase offer may be adjusted. In this case, the final auction price of the Axel Springer share in Xetra trading (or in a comparable successor system replacing the Xetra system) on the third trading day (in Frankfurt am Main) prior to the public announcement of any adjustment shall be applicable. If, in the event of a purchase offer, the volume of shares offered exceeds the designated repurchase volume, then offers may be accepted in proportion to the respective shares offered or by quota (if applicable by creating transferable put options). Preferential acceptance of small offers or small portions of offers up to 100 shares may be provided for. b) With respect to own shares that have been or will be acquired by means other than via the stock exchange or a tender offer to all shareholders based on this authorization or prior authorizations of the

5 - 5 - Shareholders' Meeting pursuant to section 71, paragraph 1, no. 8 of the Stock Corporation Act, the Management Board is authorized, with the consent of the Supervisory Board, and excluding shareholders' subscription rights, to: dispose of the own shares against non-cash consideration as part of corporate mergers or for the purpose of acquiring companies or divisions or holdings therein, or other economic assets, sell the own shares to third parties for cash, provided that the sale is conducted at a price that is not significantly lower than the trading price, and the number of the sold shares does not exceed 10 percent of the share capital at the time when the shares are used or offer the own shares for purchase, or transfer them, to individuals who are employed by the Company or one of its affiliates. Moreover, the Management Board is authorized to redeem designated shares without such redemption requiring an additional resolution by the Shareholders' Meeting. With the consent of the Supervisory Board, shares can also be redeemed in such a manner that the share capital does not change, but rather that through the redemption the proportion of share capital per remaining no-par value share is increased pursuant to section 8, paragraph 3 of the Stock Corporation Act (simplified redemption procedure according to section 237, paragraph 3, no. 3 of the Stock Corporation Act). c) These authorizations may be utilized on one or more occasions, in whole or in partial amounts, in fulfillment of one or more aims of the Company, and also by affiliated companies or by third parties on the account of the Company or its affiliates. d) The authorizations to acquire and dispose of the Company's own shares resolved by the Company's Shareholders' Meeting on April 23, 2010, under agenda items 6 and 7, expire as soon as this new authorization becomes effective, insofar as they have not been exercised by this time. Report of the Management Board to the Shareholders' Meeting pursuant to section 71, paragraph 1, no. 8, sentence 5 in conjunction with section 186, paragraph 4, sentence 2 of the Stock Corporation Act as to agenda item 7 The authorization proposed under agenda item 7 is intended to grant the Company the opportunity of acquiring own shares based on section 71, paragraph 1, no. 8 of the Stock Corporation Act. It would thereby be enabled to acquire own shares in a volume of up to ten percent of the share capital on or before April 13, 2016 (section 71, paragraph 2 of the Stock Corporation Act). While the Management Board has been authorized by the ordinary Sharehold-

6 - 6 - ers' Meeting of 2010 under agenda items 6 and 7 to acquire the Company's own shares until April 22, 2015 a shareholder has brought an action for annulment of these authorizations; this action has not been decided upon until the date of the publication of this invitation to the Shareholders' Meeting. Even though the Company is convinced that such action for annulment is baseless, it appears sensible from the point of view of the Company to have this year's Shareholders' Meeting resolve upon a new authorization as a matter of precaution. The new authorization is essentially identical with the general authorization to acquire and dispose of the Company's own shares resolved by last year's ordinary Shareholders' Meeting under agenda item 6. The special authorization to acquire and dispose of the Company's own shares resolved in addition by last year's ordinary Shareholders' Meeting under agenda item 7 in connection with the stock option plan has become irrelevant in the meantime without the Company having made use of it and, thus, shall not be renewed. At the time this Shareholders' Meeting is convened, the Company holds 200,000 of its own shares; this corresponds to around 0.61 percent of the share capital. 1. Acquisition of own shares The acquisition of own shares may occur (i) (ii) via the stock exchange or as part of a public tender offer to all shareholders or a public request to submit an offer (hereinafter "purchase offer") respectively at the prices stipulated in the authorization, which are based on the stock exchange price of the Company's share at the time of the acquisition. In acquiring own shares through a purchase offer, the principle of equal treatment as established in the Stock Corporation Act must be observed. In the event that a purchase offer is oversubscribed, the offers may be accepted by quota (if applicable by creating transferable put options) or in proportion to the respective shares tendered. The latter method facilitates the processing of the offer since the relevant quota for acceptance may be determined without further steps based on the number of tendered shares, while otherwise among others the exact interest of each tendering shareholder would have to be determined by crosschecking the share register. In every case it should be permissible to provide for preferential acceptance of small offers or small portions of offers up to 100 tendered shares per shareholder. Firstly, this provides an opportunity to avoid fractional amounts in establishing acquisition quotas and thus facilitates processing from a technical point of view. Secondly, the preferred acceptance of small portions may be used to avoid as far as possible small, generally uneconomical residual

7 - 7 - amounts and a factual discrimination of minor shareholders that may result of a strict acceptance in proportion to the shares tendered or by quota. 2. Disposal of own shares With regard to the disposal of shares under exclusion of shareholders' subscription rights, the authorization under agenda item 7, which explicitly includes also those shares acquired based on the preceding authorizations by the Shareholders' Meeting pursuant to section 71, paragraph 1, no. 8 of the Stock Corporation Act contains the following stipulations: In the first instance, authorization is requested to enable the Company to use repurchased shares with the consent of the Supervisory Board under exclusion of shareholders' subscription rights as part of corporate mergers, or as consideration in the acquisition of companies, divisions and holdings therein, or other economic assets. This approach, which is in principle already provided for in the legislative materials with regard to section 71, paragraph 1, no. 8 of the Stock Corporation Act and is customary in the international arena, can result in a lower cost in acquiring investments. Moreover, the Company shall be enabled to sell repurchased shares with the consent of the Supervisory Board, under exclusion of shareholders' subscription rights, to third parties against cash payment, provided this occurs at a price not significantly lower than the stock exchange price. The administration will keep any potential discount from the stock exchange price as low as possible in accordance with statutory requirements. A dilution of shareholders' equity value is avoided if the sale is effected at a price not significantly lower than the stock exchange price. The number of shares sold in this manner may not exceed ten percent of the share capital at the time when the shares are disposed of. This provides the Company with the opportunity of offering shares to national and international investors and of enlarging the shareholder circle, thereby stabilizing the share value. It can adapt its equity flexibly to business requirements and react to favorable stock exchange situations. Furthermore, own shares acquired shall be available for being offered for purchase to employees of the Company or its affiliates, under exclusion of shareholders' subscription rights. In addition, shares acquired can be redeemed with the consent of the Supervisory Board (without a further resolution of the Shareholders' Meeting). Besides the redemption with capital reduction, the authorization also provides for the redemption, with the consent of the Supervisory Board, of fully paid-up shares by adjusting the proportional amount of the Company's share capital of the remaining no-par value shares without a capital reduction. This automatically raises the theo-

8 - 8 - retical proportion of the Company's share capital of the remaining nopar value share. The Management Board will give a report on the next Shareholders' Meeting on any use made of the authorization and any disposal of own shares 8. Re-division of the Company's share capital (share split), amendment of section 5, paragraph 2 and adjustment of section 16, paragraph 1 of the articles of association The share capital of the Company currently amounts to Euro 98,940,000 and is divided into 32,980,000 no-par value registered shares representing a portion of the share capital of Euro 3.00 each. The stock exchange price of the Axel Springer share was Euro at the End of February 2011 (final auction price in Xetra trading on February 28, 2011 according to Bloomberg). In order to increase the liquidity of the share and in order to attract new shareholders it appears sensible to the administration of the company to re-divide the share capital of the Company in such a way that each no-par value share of the Company will be replaced by three no-par value shares in the future. The volume of tradable shares would thus triple. For this purpose it is necessary, besides the amendment of section 5, paragraph 2 of the Company's articles of association, to make an editorial adjustment to the provision on the remuneration of the Supervisory Board laid down in section 16, paragraph 1 of the articles of association, since this provision contains elements that refer to single shares as a reference value. The rewording of section 16, paragraph 1 of the articles of association proposed below does not involve any change of the content of the remuneration of the Supervisory Board. The Supervisory Board and the Management Board propose to resolve: a) The share capital of the Company amounting to Euro 98,940,000 and divided into 32,980,000 no-par value registered shares shall be redivided. Each no-par value share of the Company representing a portion of the share capital of Euro 3.00 shall be replaced by three no-par value shares representing a portion of the share capital of Euro 1.00 each (share split 1:3). The share capital shall be re-divided into 98,940,000 no-par value registered shares. b) Section 5, paragraph 2 of the articles of association is reworded as follows: "The stated share capital is divided into 98,940,000 no-par value registered shares." c) Section 16, paragraph 1 of the articles of association is reworded as follows: "The Supervisory Board receives a fixed compensation of Euro 2,000,000 per year. In addition, the Supervisory Board receives, for

9 - 9 - every cent (Euro 0.01) by which the dividend distributed to the shareholders per share exceeds Euro 0.05, but not less than 4.0 percent of the stated share capital in relation to one share, compensation in the amount of Euro 3,000. Further, the Supervisory Board receives compensation in the amount of Euro 300,000 if the undiluted earnings per share for the fiscal year in question (with reference to the portion of the consolidated net income attributable to the Company s shareholders) exceeds, by 15 percent or more, the undiluted result per share, calculated in the same fashion if the case may be, taking into account the re-division of the share capital resolved by the Shareholders' Meeting on April, 13, 2011, for the fiscal year three years preceding the fiscal year in question. For fiscal years in which no positive consolidated net income can be used as reference for purposes of comparison, the basis used for comparison in order to establish the increase in net income is to be the amount of Euro 1.00 per share. For fiscal years with a consolidated loss, only the fixed compensation pursuant to sentence 1 hereof is to be paid. The allocation of the aforementioned amounts among its members is decided by the Supervisory Board, taking into due account the activities of its members in the chairmanship and on the committees." d) The Management Board is authorized to determine the details of the technical procedure with respect to the re-division of the share capital. Currently section 5, paragraph 2 of the articles of association reads as follows: "The stated share capital is divided into 32,980,000 no-par value registered shares." Currently section 16, paragraph 1 of the articles of association reads as follows: "The Supervisory Board receives a fixed compensation of Euro 2,000,000 per year. In addition, the Supervisory Board receives, for every cent (Euro 0.01) by which the dividend distributed to the shareholders per share exceeds Euro 0.15, but not less than 4.0% of the stated share capital in relation to one share, compensation in the amount of Euro 1,000. In addition, the Supervisory Board receives compensation in the amount of Euro 300,000 if the undiluted earnings per share for the fiscal year in question (with reference to the portion of the consolidated net income attributable to the Company s shareholders) exceeds, by 15 percent or more, the undiluted result per share, calculated in the same fashion, for the fiscal year three years preceding the fiscal year in question. For fiscal years in which no positive consolidated net income can be used as reference for purposes of comparison, the basis used for comparison in order to establish the increase in net income is to be the amount of Euro 3.00 per share. For fiscal years with a consolidated loss, only the fixed compensation pursuant to sentence 1 hereof is to be paid. The allocation of the aforementioned amounts among its members is decided by the Supervisory Board, taking into due account the activities of its members in the chairmanship and on the committees."

10 Amendment to section 19 of the articles of association with regard to the possibility of electronic participation in the Shareholders' Meeting (online participation) The law governing the implementation of the shareholders' rights directive (ARUG) (BGBl. I, S. 2479), which came into force on September 1, 2009, allows to include into the articles of association provisions with regard to the electronic participation in the shareholders' meeting (online participation). The Shareholders' Meeting on April 23, 2010 had in fact, under agenda item 9, already passed an amendment to the Company's articles of association in this respect. However, this amendment was not registered in the commercial register since the registration court had concerns with regard to the permissibility of the exclusion of the right to file an objection against or contest resolutions which the amendment provided for at that time and since the Company decided, in order to avoid litigation, not to further pursue the registration procedure. For this reason a proposal is made to the Shareholders' Meeting, this year anew, to amend the articles of association with respect to the possibility of electronic participation in the Shareholders' Meeting. As a matter of precaution, the present proposal for a resolution meets the concerns voiced by the registration court. The Supervisory Board and the Management Board propose to amend section 19 of the articles of association by adding a paragraph 5 reading as follows: "The Management Board is authorized to envisage that shareholders can also take part in the Shareholders' Meeting without being present at its location and without a proxy and can exercise all or any of their rights in full or in part by means of electronic communication (online participation). The Management Board is also authorized to determine provisions concerning the scope and the procedure of the participation and exercising of rights according to sentence 1. These will be announced with the invitation to the Shareholders' Meeting." 10. Consent to a control and profit and loss transfer agreement between Axel Springer Aktiengesellschaft and WBV Wochenblatt Verlag GmbH Axel Springer Aktiengesellschaft and WBV Wochenblatt Verlag GmbH, Hamburg, a wholly-owned subsidiary of Axel Springer Aktiengesellschaft, envisage to conclude a control and profit and loss transfer agreement. The Supervisory Board and the Management Board propose that such control and profit and loss transfer agreement be approved. The draft of the control and profit and loss transfer agreement between Axel Springer Aktiengesellschaft and WBV Wochenblatt Verlag GmbH has the following main contents: The management of WBV Wochenblatt Verlag GmbH is subordinated to Axel Springer Aktiengesellschaft.

11 As from the 2011 fiscal year (respectively, should the agreement be registered in the commercial register at the seat of WBV Wochenblatt Verlag GmbH only after December 31, 2011, as from the fiscal year in which the agreement is registered in the commercial register at the seat of WBV Wochenblatt Verlag GmbH), WBV Wochenblatt Verlag GmbH is obligated to transfer its entire profits to Axel Springer Aktiengesellschaft; however, the transfer of profits may not exceed the amount specified in section 301 of the Stock Corporation Act (as amended from time to time). With the approval of Axel Springer Aktiengesellschaft, WBV Wochenblatt Verlag GmbH may transfer sums from the net income for the year to other retained earnings insofar as this is permitted under commercial law and financially justified with a reasonable commercial assessment. Other retained earnings accumulated during the term of the agreement must as far as legally permitted be dissolved upon the request of Axel Springer Aktiengesellschaft and used to compensate for an annual deficit or transferred as profits. Axel Springer Aktiengesellschaft is obligated to compensate for any annual deficit otherwise incurred by WBV Wochenblatt Verlag GmbH in accordance with section 302 of the Stock Corporation Act (as amended from time to time) during the term of the agreement, insofar as such deficit is not compensated by a withdrawal from the other retained earnings of any sums which have been allocated thereto during the term of the agreement, for the first time, however, a deficit of WBV Wochenblatt Verlag GmbH for the financial year beginning on January 1, 2011 (respectively, should the agreement be registered in the commercial register at the seat of WBV Wochenblatt Verlag GmbH only after December 31, 2011, as from the fiscal year in which the agreement is registered in the commercial register at the seat of WBV Wochenblatt Verlag GmbH). The agreement may be terminated by either party thereto by observing a six month period of notice effective as of the end of a fiscal year of WBV Wochenblatt Verlag GmbH, for the first time, however, as of expiry of December 31, At the moment, the financial year of WBV Wochenblatt Verlag GmbH corresponds to the calendar year. In the event that the agreement is not to be registered in the commercial register at the seat of WBV Wochenblatt Verlag GmbH until after December 31, 2011, the minimum term thereof is extended until the expiry of December 31, 2016 in the event that such arrangement takes effect as from January 1, 2012, and accordingly for later reference dates. The agreement may be terminated without observing a period of notice for an important reason. It is deemed an important reason if a) tax acknowledgement is legally refused by a tax assessment notice or court ruling or is jeopardized on the basis of administrative regulations;

12 b) the shares in WBV Wochenblatt Verlag GmbH are sold or contributed, in any case insofar as WBV Wochenblatt Verlag GmbH is no longer financially integrated into Axel Springer Aktiengesellschaft within the meaning of section 14, paragraph 1, sentence 1, no. 1 of the Corporation Tax Law (Körperschaftsteuergesetz); c) the shares in WBV Wochenblatt Verlag GmbH are no longer held solely by Axel Springer Aktiengesellschaft because one or more outside shareholders hold interests in WBV Wochenblatt Verlag GmbH (section 307 of the Stock Corporation Act applies accordingly); d) Axel Springer Aktiengesellschaft or WBV Wochenblatt Verlag GmbH is under restructuring in accordance with the Act on Company Transformations (Umwandlungsgesetz); e) liquidation of Axel Springer Aktiengesellschaft or WBV Wochenblatt Verlag GmbH is resolved. The Management Board of Axel Springer Aktiengesellschaft submitted a joint report for the control and profit and loss transfer agreement pursuant to section 293a of the Stock Corporation Act together with the Company management of WBV Wochenblatt Verlag GmbH, in which the agreement and its contents are explained and substantiated in detail from a legal and financial point of view. As WBV Wochenblatt Verlag GmbH is a wholly-owned subsidiary of Axel Springer Aktiengesellschaft, a review of the control and profit and loss transfer agreement pursuant to section 293b, paragraph 1 of the Stock Corporation Act was not required. Once the Shareholders' Meeting has been convened, the following documents will be available at the business premises of Axel Springer Aktiengesellschaft at Axel-Springer-Straße 65 (Investor Relations), Berlin, and of WBV Wochenblatt Verlag GmbH, Pappelallee 28, Hamburg, during regular business hours for review by the shareholders: the draft of the control and profit and loss transfer agreement between Axel Springer Aktiengesellschaft on the one hand and WBV Wochenblatt Verlag GmbH on the other hand; the joint report of the Management Board of Axel Springer Aktiengesellschaft on the one hand and the company management of WBV Wochenblatt Verlag GmbH on the other hand pursuant to section 293a of the Stock Corporation Act; the annual financial statements and management reports of Axel Springer Aktiengesellschaft for the 2008, 2009, and 2010 fiscal years;

13 the annual financial statements and management reports of WBV Wochenblatt Verlag GmbH for the 2008, 2009, and 2010 fiscal years. The afore-mentioned documents will also be available for the shareholders' review at the Shareholders' Meeting on April 14, 2011 and may be downloaded online at They can further be mailed to shareholders free of charge upon request. Total number of shares and voting rights At the point in time at which the Shareholders' Meeting is convened, the Company has share capital of Euro 98,940,000 divided into 32,980,000 no-par value registered shares. Each no-par value share grants one vote in the Shareholders' Meeting. At the point in time at which the Shareholders' Meeting is convened, the total number of shares and voting rights in the Company is thus 32,980,000. It is pointed out that at the time when the Shareholders Meeting is convened the Company holds 200,000 own shares. Pursuant to section 71b of the Stock Corporation Act, the Company is not entitled to any rights from these shares, in particular no voting rights. Requirements for the participation in the Shareholders' Meeting and the exercise of the voting right All shareholders entered in the Company's share register are entitled to participate in the Shareholders' Meeting and exercise their voting rights, provided that their registration for participation in the Shareholders' Meeting has been submitted to the Company at least four days prior to the Shareholders' Meeting, not counting the day of the Shareholders' Meeting and the day of the reception by the Company. Thus, the registration must be received by the Company at the latest on Saturday, April 9, 2011, 12:00 (midnight) (last registration day) in text form by mail, by fax or by as follows: Axel Springer Aktiengesellschaft c/o C-HV AG Gewerbepark Ursensollen Fax: 09628/ as@anmeldestelle.net A registration form will be sent directly to our shareholders. The registration for participation in the Shareholders' Meeting does not affect the transferability of the relevant shares. Thus, subsequent to registration the shareholders may still dispose of their shares; the provision contained in section 5, paragraph 3 of the articles of association, according to which the transfer of shares requires the approval of the Company, remains unaffected. Pursuant to section 67, paragraph 2, sentence 1 of the Stock Corporation Act only a person who is entered in the share register is deemed shareholder of the Company as far as the relationship towards the Company is concerned. Accordingly, with respect

14 to the participation right, as well as to the number of voting rights allocated to a person entitled to participate, the state of registrations in the share register on the day of the Shareholders' Meeting is decisive. Note with regard to stop of re-registration in the share register For technical reasons, no re-registration of shares may take place in the share register after the last registration day (April 9, 2011, 12:00 (midnight)) until the end of the Shareholders' Meeting (stop of re-registration). For this reason the state of registrations in the share register on the day of the Shareholders' Meeting corresponds to the state of registrations after the last registration day. Those who acquire shares and whose re-registration requests are received by the Company after the last registration day (April 9, 2011, 12:00 (midnight)) may exercise neither participation nor voting rights associated with these shares by virtue of their own right. In such cases, participation and voting rights remain with the shareholder recorded in the share register until re-registration takes place. Furthermore, due to the mandatory review of conditions for granting consent to the purchase of shares according to section 5, paragraph 3 of the articles of association, which must take place prior to the re-registration of the share register, requests for reregistration in the share register that are received by the Company closely prior to or on April 9, 2011 might, as the case may be, not be recorded in time to allow participation in the Shareholders' Meeting. All those purchasers of Company shares who have not yet been recorded in the share register are therefore asked to submit re-registration requests as promptly as possible. Procedure for the casting of votes by proxies Shareholders, who do not take part in the Shareholders' Meeting personally, can have their voting right exercised by a proxy of their choice, in particular by a bank or a shareholder organization. In such case too, a timely registration is required. If neither a bank nor a shareholder organization nor another individual or association of individuals deemed equivalent to banks according to section 135, paragraph 8 and paragraph 10 of the Stock Corporation Act, the proxy must be granted in text form at least. The same applies to the proof of the granting of a proxy towards the Company and a possible revocation of the proxy. The articles of association of the Company do not contain any stipulations for the authorization of banks, shareholder organizations and other individuals or associations of individuals deemed equivalent to banks according to section 135, paragraph 8 and paragraph 10 of the Stock Corporation Act. These entities can stipulate special regulations for the procedure for their own authorization as proxy. The shareholders are therefore requested to contact the proxy in time with respect to the form of proxy which may be requested by the proxy. Together with each the registration form and the entrance ticket, and further upon request, the shareholders will be sent a form that can be used for granting a proxy. The granting and revocation of the proxy may be declared both vis-à-vis the Company and vis-à-vis the proxy. For the purpose of granting and revoking the proxy by decla-

15 ration vis-à-vis the Company, as well as for transmitting the proof of a proxy which has been declared vis-à-vis the proxy or its revocation, the following address may be used, also, in particular, for transmission by . Axel Springer Aktiengesellschaft c/o C-HV AG Gewerbepark Ursensollen Fax: 09628/ as@anmeldestelle.net The proof of a proxy granted may also be provided by producing the proxy on the day of the Shareholders' Meeting at security. In the event the proxy is declared vis-à-vis the Company no further proof is required. As a service we offer our shareholders to authorize a proxy appointed by the Company. In this case, instructions for exercising the voting right must be issued with the proxy. The proxies are obliged to vote according to the instructions. A form for the declaration of the proxy and instructions will be sent directly to our shareholders. Proxies granted in advance of the Shareholders' Meeting to a proxy appointed by the Company must be received by the Company, together with the instructions, under the address provided above for providing the proof of proxy by no later than on April 9, 2011, 12:00 (midnight). Rights of the shareholders (applications, proposed candidates, request for information) Extension of the agenda Shareholders whose shares in total achieve a twentieth share of the share capital or the pro rata amount of Euro 500,000 (corresponds to 166,667 shares) can request, pursuant to section 122, paragraph 2 of the Stock Corporation Act, that items are added to the agenda and announced. A substantiation or proposal for resolution must be enclosed with each new item. The request is to be sent in writing to the Management Board of the Company. It must have been received by the Company at least 30 days before the meeting, therefore by March 14, 2011, 12:00 (midnight). We request that any possible additional agenda requests be sent to the following address: Axel Springer Aktiengesellschaft Attn. The Management Board Axel-Springer-Straße Berlin Furthermore, the requesting shareholders must prove, pursuant to section 122, paragraphs 2, 1 in conjunction with section 142, paragraph 2, sentence 2 of the Stock Corporation Act, that they have been holding the relevant shares since at least three months. The shareholding may be proven by reference to the registration in the share register. Until now the point in time on which the calculation of the three-month period of prior shareholding must be based is not entirely clear. According to one opin-

16 ion, the provisions must be construed in such a way that the calculation must be conducted back from the day of the receipt of the request by the Company (this opinion appears to be prevailing). According to another opinion, the calculation must be conducted back from the day of the Shareholders' Meeting. The Company adopts the latter opinion, which is more favorable to shareholders, and will thus consider proper requests already if the requestor/requestors proves/prove that he/they has/have been holding the shares since at least three months before the day of the Shareholders' Meeting. In this calculation the day of the Shareholders' Meeting shall not be counted. Accordingly, shares must have been held at least since January 14, 2011, 0:00 (morning). Furthermore, section 70 of the Stock Corporation Act must be applied; according to this provision other specific periods may be considered as shareholding period. Additional agenda items which are to be announced will insofar as they were not announced with the invitation already be announced in the electronic German Federal Gazette (Bundesanzeiger) without undue delay after receipt of the request. They shall also be published on the internet under Counter-motions and proposed candidates Pursuant to section 126, paragraph 1 of the Stock Corporation Act, each shareholder is entitled to submit counter-motions to the proposals for resolutions with regard to the items of the agenda. If the counter-motions are to be made accessible by the Company, they must have been received by the Company with the substantiation at least 14 days before the meeting, i.e. by March 30, 2011, 12:00 (midnight) as follows: Axel Springer Aktiengesellschaft Investor Relations Axel-Springer-Straße Berlin Fax: 030/ ir@axelspringer.de Counter-motions addressed otherwise will not be made accessible. Subject to section 126, paragraph 2 and 3 of the Stock Corporation Act, countermotions of shareholders which are to be made accessible, will be published on the internet under including the name of the shareholder and the substantiation as well as possible statements of the administration in this respect. Pursuant to section 127 of the Stock Corporation Act the above statements apply accordingly to the proposal of a shareholder regarding the election of Supervisory Board members or of auditors for the financial statements. Such proposals must, however, not be substantiated. In addition to the reasons stated in section 126, paragraph 2 of the Stock Corporation Act, the Management Board does not need to make an election proposal accessible if, among other things, the proposal does not contain the name, exercised profession and place of residence of the candidate. Proposals for the election of Supervisory Board members must not be made accessible either if no details concerning the membership of the proposed Supervisory Board candidate in other statutory supervisory boards within the meaning of section 125, paragraph 1, sentence 5 of the Stock Corporation Act are enclosed.

17 Even if counter-motions and election proposals are submitted to the Company in advance they will only be regarded by the Shareholders' Meeting if they are submitted verbally, once more, during the meeting. The right of shareholders to submit countermotions and election proposals without prior submission to the Company remains unaffected. Right to information Pursuant to section 131, paragraph 1 of the Stock Corporation Act, each shareholder is to be provided information by the Management Board concerning matters of the Company upon request during the Shareholders' Meeting insofar as the information is necessary for the proper assessment of an item on the agenda and there is no right to withhold information. The obligation of the Management Board to provide information also extends to the legal and business relationships of the Axel Springer Aktiengesellschaft to its affiliates. Furthermore, the obligation to provide information also relates to the situation of the Axel Springer Group and the companies included in the consolidated financial statements of the Axel Springer Aktiengesellschaft. Furthermore, with respect to agenda item 10 each shareholder must, upon request, be informed in the Shareholders' Meeting about the matters of WBV Wochenblatt Verlag GmbH which are essential in the context of the conclusion of the control and profit and loss transfer agreement, according to section 293g, paragraph 3 of the Stock Corporation Act. Subject to specific conditions, which are further delineated in section 131, paragraph 3 of the Stock Corporation Act, the Management Board may refuse to provide information. Further, the chairman of the Shareholders' Meeting is empowered to restrict the shareholders' right to pose questions and to speak to a reasonable period of time in accordance with section 20, paragraph 3, sentences 2 and 3 of the Company's articles of association. Further explanations Further explanations concerning the rights of the shareholders pursuant to section 122, paragraph 2, section 126, paragraph 1, section 127 and section 131, paragraph 1 of the Stock Corporation Act can be downloaded under Publication of the invitation to the Shareholders' Meeting and other documents in connection with the Shareholders' Meeting The information which is to be made accessible on the Company's homepage pursuant to section 124a of the Stock Corporation Act, in particular the invitation to the Shareholders' Meeting, the documents which are to be made accessible to the meeting, motions of shareholders and further information are available on the internet under The results of the voting will be announced under the same internet address after the Shareholders' Meeting.

18 This invitation to the Shareholders' Meeting will be published in the electronic German Federal Gazette on March 4, The shareholders of the Company will be sent the invitation to the Shareholders' Meeting directly. Berlin, March 2011 Axel Springer Aktiengesellschaft The Management Board