Public Delisting Tender Offer by Traviata B.V. to the Shareholders of Axel Springer SE

Disclaimer – Legal Notices

You have entered the website which Traviata B.V. has designated for the publication of documents and information in connection with the public delisting tender offer to the shareholders of Axel Springer SE.

Shareholders of Axel Springer SE are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the public delisting tender offer.

Important Legal Information

On 23 January 2020, Traviata B.V. (Bidder) published its decision to make an offer to the shareholders of Axel Springer SE (Axel Springer Shareholders) to acquire all shares in Axel Springer SE by way of a public delisting tender offer (Delisting Tender Offer). On 21 February 2020, the Bidder has published the offer document after such publication was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Delisting Tender Offer.

On the following pages you will find the publication of the decision to make the Delisting Tender Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with Section 39 of the German Stock Exchange Act (Börsengesetz, BörsG), dated 23 January 2020 as well as the offer document, press releases and other information regarding the Delisting Tender Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung), the BörsG and other applicable laws in connection with the Delisting Tender Offer. The Delisting Tender Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Tender Offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator outside of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.

The Delisting Tender Offer is governed by the legal provisions of the Federal Republic of Germany on the implementation of such an offer, which significantly differ from the corresponding provisions of the United States of America (United States). Axel Springer Shareholders resident in the United States should note that the Delisting Tender Offer is being made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (Exchange Act) and the shares of which are not registered under Section 12 of the Exchange Act. The Delisting Tender Offer is being made with respect to United States holders of Axel Springer SE shares in reliance on an exemption from certain substantive and procedural Exchange Act rules governing tender offers.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates) may purchase, or conclude agreements to purchase, shares in Axel Springer SE, directly or indirectly, outside of the scope of the public Delisting Tender Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are convertible into, exchangeable for, or exercisable for shares in Axel Springer SE. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction on www.traviata-angebot.de/delisting. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the company, which may include purchases or arrangements to purchase such securities.

If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since Axel Springer SE is incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in your country of residency.

The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Delisting Tender Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Delisting Tender Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States, unless in compliance with all applicable domestic and foreign statutory provisions.

The offer to acquire shares in Axel Springer SE is being made solely by publication of the offer document and is exclusively subject to its terms. With the exception of the offer document the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Axel Springer SE  and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Delisting Tender Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms of the Delisting Tender Offer to the extent permitted by law.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Delisting Tender Offer for Axel Springer SE, for those Axel Springer Shareholders who choose not to accept the Delisting Tender Offer or for future financial results of Axel Springer SE. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

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