Voluntary public takeover offer of Traviata II S.à.r.l. to shareholders of Axel Springer SE

08.07.2019

Details on the procedure for exchange of the Axel Springer SE registered shares (ISIN DE0005501357) and unlisted Axel Springer SE registered shares (ISIN DE0005754238) are published in Wertpapier-Mitteilungen (a gazette with securities announcements).

Exchange into "Axel Springer SE listed registered shares submitted for exchange" and "Axel Springer SE unlisted registered shares submitted for exchange"

The transfer must be carried out via securities transfer (CASCADE transaction: KVEE WE) with an entry in the “TR” field with the attribute “4- Originalaktien in Anrechte”. This transfer is only possible from the unregistered positions. The shares must therefore be transferred in advance via share holdings transfer (CASCADE transaction: KVEE BV) into unregistered positions.

The exchange will be possible from

5 July 2019 to 2 August 2019 inclusive

There is a follow-up entry period until 6 August 2019, at 18:00.

The "Axel Springer SE listed registered shares submitted for exchange" (ISIN DE000A2YPGA9) and "Axel Springer SE unlisted registered shares submitted for exchange" (ISIN DE000A2YPGD3) will be issued as registered securities. The shares resulting from the exchange described above will be allocated to the unregistered positions.

Registration of the shareholders by re-registration

The shareholders of the "Axel Springer SE listed registered shares submitted for exchange" (ISIN DE000A2YPGA9) and "Axel Springer SE unlisted registered shares submitted for exchange" (ISIN DE000A2YPGD3) must be registered on the company’s share register.

Corresponding re-registrations (KVCU) can be adjusted by the depository in CASCADE-RS from 9 July 2019.

Note about submission planning

Due to the processing capacities in CASCADE-RS, submissions amounting to 10,000 re-registrations or more per transfer must be agreed in advance with Client Services. Clearstream Banking1 reserves the right to reject file transfers that have not been agreed upon within the scope of overall coordination.

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1. This Announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthaleralle 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.