Axel Springer Shareholder Agreement

Julian Deutz, Chief Financial Officer of Axel Springer: “As Axel Springer`s management, we are fully focused on the best possible outcome for our shareholders. The offer of 63.00 EUROS is an attractive premium and is the result of an in-depth process organized by the Board of Directors. Axel Springer SE plans to delisting / KKR to launch a public delisting offer for Axel Springer shares, Axel Springer SE plans to withdraw from the Stock Exchange (Delisting). An application to this effect is submitted to the Frankfurt Stock Exchange before the expiry of the deadline for accepting the delisting offer. The withdrawal from the regulated market of the Frankfurt Stock Exchange requires a public offer of delisting to Axel Springer SE shareholders as a precondition for shareholders to be able to sell their shares before the end of the listing. Under an agreement signed today with Axel Springer SE, KKR will launch such an offer with an offer price of 63 euros in cash per share. This payment is the price of the offer of the previous takeover bid concluded in December 2019. At the end of the voluntary tender offer, KKR created a consortium with Friede Springer and Mathias Dupfner to develop Axel Springer together. Neither Friede Springer nor Mathias Dupfner will include in the delisting offer shares that they hold directly or indirectly. Together, they hold approximately 45.4% of Axel Springer`s share capital. In 2019, Axel Springer and KKR have entered into an investment agreement for a strategic partnership to support the long-term growth strategy. Through a takeover bid and additional acquisitions, KKR acquired approximately 44.9% of Axel Springer`s capital. In the July 5, 2019 tender document, KKR has already announced its intention to propose a discount to the other members of the consortium and to the board of directors of Axel Springer SE following the successful takeover bid.

The Board of Directors and the Supervisory Board will make a joint statement on KKR`s delisting public offering. The current shareholder Friede Springer, which indirectly and directly controls 42.6 per cent of the shares, and the chairman of the board Mathias Dupfner, who owns 2.8 per cent of the shares, have separately agreed with the investor to retain their shares in Axel Springer SE. The shareholders` agreement is subject to the conclusion of the offer and provides that no decision can be taken at the shareholder level without the agreement of Friede Springer to ensure continuity of the management and management of the company. – The companies controlled by Friede Springer and Mathias Dupfner have entered into a shareholder agreement with KKR and retain their DGAP-News stakes: Axel Springer SE / Keyword (n): Axel Springer Offer enters into an investor contract with KKR to support the long-term growth strategy 12.06.2019 / 07:26 The issuer is solely responsible for the content of this announcement. Axel Springer has entered into an investor contract with KKR and the investment companies controlled by Friede Springer and Mathias Dupfner. The investor agreement contains the main cornerstones and legal structure of the agreed transaction and the future principles of corporate governance for the company after a successful offer. Axel Springer, in particular, remains a European limited company (SE). As stipulated in the investor contract, the parties support Axel Springer`s long-term strategy. The editorial independence of Axel Springer`s media offerings is preserved. Axel Springer wants to become the world`s leading provider of digital content and classifieds.

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