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Committees of the Supervisory Board

In accordance with its rules of procedure, the Supervisory Board has formed four committees to support the work of the full board: the Executive Committee, the Personnel Committee, the Nominating Committee, and the Audit Committee.

Executive Committee

Notwithstanding the general responsibility of the full Supervisory Board, the Executive Committee is responsible for fundamental matters related to publishing and journalism and for matters of strategy, financial planning, capital expenditures, and the financing of capital expenditures. It is also responsible for preparing decisions on the organization of the Management Board, the approval of sales of registered shares of Axel Springer AG and subscription rights for such registered shares, and for approving certain management actions that require the approval of the Supervisory Board, which have been delegated to the Executive Committee. The members of the Executive Committee are Dr. Giuseppe Vita, Chairman, Dr. h. c. Friede Springer, Vice Chairwoman, Dr. Gerhard Cromme, and Klaus Krone.

Personnel Committee

The Personnel Committee is responsible in particular for preparing decisions on the appointment and dismissal of Management Board members. It is also responsible for preparing the resolutions to be adopted by the Supervisory Board on the compensation of individual members of the Management Board; in all other matters pertaining to employment contracts, the Personnel Committee approves resolutions in lieu of the Supervisory Board. The Personnel Committee also adopts resolutions in lieu of the Supervisory Board in matters pertaining to the extension of loans within the meaning of Sections 89, 115 AktG; the same applies to the approval of contracts with Supervisory Board members pursuant to Section 114 AktG. The responsibilities of the Personnel Committee also include representing the company in transactions with individual Management Board members. Finally, the Personnel Committee decides on the approval of the transactions requiring the approval of the Supervisory Board, which have been delegated to the Personnel Committee. The members of the Personnel Committee are Dr. Giuseppe Vita, Chairman, Dr. h. c. Friede Springer, and Dr. Gerhard Cromme.

Audit Committee

Notwithstanding the responsibility of the full Supervisory Board, the Audit Committee is responsible for preparing the decision on the adoption of the separate financial statements of the parent company and the approval of the consolidated financial statements of the Group, by means of conducting a preliminary review of the separate financial statements, the Dependency Report, and the consolidated financial statements, as well as the management report for the company and the management report for the Group, the review of the profit utilization proposal, and the discussion of the audit report with the independent auditor, among other matters. It is also responsible for reviewing the interim financial statements and interim reports, and for discussing the report of the independent auditor on the critical review of the interim financial statements. The responsibilities of the Audit Committee also include reviewing the risk management system and matters related to compliance. With regard to the audit of the financial statements, it is responsible for preparing the proposal of the Supervisory Board to the annual shareholders’ meeting on the election of the independent auditor and the engagement of the inde-pendent auditor, and for adopting audit priorities, among other matters. The Audit Committee is composed of Dr. Giuseppe Vita, Chairman, Dr. h. c. Friede Springer, Klaus Krone, and Oliver Heine.

Nominating Committee

The Nominating Committee prepares the proposal of the Supervisory Board to the annual shareholders’ meeting on the election of Supervisory Board members; in particular, it proposes suitable candidates to the Supervisory Board, also in consideration of the diversity criteria adopted by the Supervisory Board. It develops and re-views job profiles relative to the qualifications expected of Supervisory Board members by the company, and continually adapts them to suit changing requirements. The Nominating Committee is composed of Dr. Giuseppe Vita, Chairman, Dr. h. c. Friede Springer, and Dr. Michael Otto.