Expert Corporate Governance Service (ECGS)
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Proxy Report - 18/04/2018

Items 4a and 4b: The Supervisory Board once again did not table a vote on the Management Board's remuneration system at this year's AGM. As disclosure on executive remuneration is still far below local market practice (no individual disclosure
provided) we uphold our recommendation to oppose the discharge of the Supervisory Board.

Items 5a, 5b and 5c: Ernst & Young, Stuttgart, is proposed as auditor for the current financial year, for the review of the six-month interim financial report for financial year 2018 and for any review of further interim financial reports in financial years 2018 and 2019 until the next AGM. Ratio of non-audit/audit fees was 35.71% during the year under review and 62.16% over a three-year aggregate period which exceeds our guidelines. We therefore recommend opposing the proposal.

Item 6a: We recommend to oppose the election of Ms. Iris Knobloch to the Supervisory Board due to our concerns over aggregate time commitments.

Item 7: This resolution is a routine item at German AGMs, whereby the Board is allowed to acquire the Company's own shares within legal boundaries (10% of share capital within a period of 5 years). However, we note that this authorisation permits shares to be repurchased at a premium of 20% to market price in certain circumstances which exceeds our guidelines. We recommend opposition.

Item 8: It is proposed to renew the opting-out from individual disclosure of Management Board members' remuneration for the financial years 2018 until 2022. We recommend to oppose this proposal. Shareholders need the individualised disclosure to
assess, whether the Supervisory Board has fulfilled its duty to provide for an adequate remuneration of each Management Board member. We especially question the fact that, unlike the free-float shareholders, the major shareholder is informed about the individual Management Board members' remuneration because he is represented on the Supervisory Board by two members. Last but not least, this proposal is not in line with local and international best practice.

Axel Springer SE

Axel Springer is a publishing company. Co.'s media portfolio includes brand families such as the BILD Group and the WELT Group. Co.'s journalistic content is delivered to Internet users, readers, viewers, and advertising customers via digital, print, and TV channels. Co.'s businesses are organized into three operating segments: Paid Models, Marketing Models, and Classified Ad Models. Additionally, the Services/Holding segment comprises Co.'s centralized marketing unit Axel Springer Media Impact as well as all activities related to the production and distribution of the BILD Group and its magazines, including its three printing plants and the management of Co.'s logistical activities.


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