Compensation of the Supervisory Board

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Compensation of the Supervisory Board

The compensation of the Supervisory Board is set by the annual shareholders’ meeting; it is regulated in Article 16 of the Articles of Incorporation of Axel Springer AG. Accordingly, the compensation is comprised of fixed and variable components. The Supervisory Board receives a fixed annual compensation of € 2.0 million. In addition, the Supervisory Board receives an additional compensation of € 3 thousand for every cent (€ 0.01) by which the dividend per share distributed to the shareholders exceeds € 0.05, but at least 4.0 % of the share capital in relation to one share. The Supervisory Board also receives compensation in the amount of € 300 thousand if the basic earnings per share for the financial year (based on the share of the company’s shareholders in consolidated net income) exceeds the basic earnings per share of the third previous financial year, calculated in the same manner – with due consideration given, where applicable, to the re-apportionment of share capital resolved by the annual shareholders’ meeting of April 14, 2011 – by 15 % or more.

For financial years in which positive consolidated profits cannot be applied as a reference benchmark, an amount of € 1.00 per share shall apply as the reference benchmark for calculating the increase in annual profits. For financial years with a net consolidated loss, only the fixed compensation of € 2.0 million will be paid. The Supervisory Board decides how the aforementioned amounts are distributed among its members, with appropriate consideration given to their activities as chairman and in the committees.

In addition, the company reimburses all members of the Supervisory Board for their expenses and for the value added taxes payable on their compensation. The company pays the premium for the D&O insurance taken out for members of the Supervisory Board.

Contrary to Section 5.4.6 sentences 6 and 7 of the German Corporate Governance Code, the compensation paid to members of the Supervisory Board, as well as the compensation paid by the company to them for services rendered personally, are not presented in the Corporate Governance Report, since Axel Springer AG’s competitors do not disclose such information either.