[More information on the revised offer made by Axel Springer to shareholders of StepStone ASA may be obtained by clicking on the following link
http://www.axelspringer.de/en/artikel/Information-about-takeover-offer-to-shareholders-of-StepStone-ASA_938611.html ]

1 INTRODUCTION
This statement is made by the Board of Directors ("Board") of StepStone ASA ("StepStone") pursuant to section 6-16 of the Norwegian Securities Trading Act of 29 June 2007 (the "Securities Trading Act") in connection with the mandatory offer made by Axel Springer AG ("Axel Springer") pursuant to the offer document dated 11 September 2009 (the "Offer Document"), and as amended by a press release by Axel Springer dated 5 October 2009, to acquire all outstanding shares in StepStone as of the date of the Offer Document (the "Revised Offer").

According to the Securities Trading Act Section 6-16, the Board of StepStone is required to issue a statement in relation to the Offer no later than one week prior to the expiry of the offer period.

Board members Dr. Jens Müffelmann (director), Alexandra Rullen (director), Julian Deutz (alternate director) and Donata Hopfen (alternate director) are employees of Axel Springer and have not participated in discussions regarding the Offer or the issue of this statement. References to the "Board of Directors" or the "Board" in this statement shall therefore hereinafter only include a quorum consisting of the directors of the board not employed by Axel Springer.

As previously announced, Morgan Stanley & Co. Limited and ABG Sundal Collier Norge ASA have been appointed as financial advisers to StepStone in connection with the Revised Offer. Advokatfirmaet Schjødt DA has acted as legal counsel to StepStone.

The Board has issued this statement after having reviewed the Offer Document and the financial opinion issued to the Board by Morgan Stanley & Co. Limited and considered various alternatives in order to maximise shareholder value.

2 BACKGROUND TO THE OFFER
The following information is presented by the Board of StepStone in the spirit of relevant disclosure in order to allow shareholders to better understand the Board’s position, its efforts to maximise shareholder value and its decision-making process in reaching the recommendation presented at the end of this document.

On 2 September 2009, Axel Springer announced that it had secured a majority interest in StepStone by acquisition of approx. 19.3 percent of the shares and that it held 52.27 percent of StepStone's equity. Furthermore, Axel Springer announced its intention to extend a public takeover offer to all shareholders for a price of NOK 8.60 per share.

On 3 September 2009, the Board of StepStone noted that Axel Springer entered into agreements on Wednesday, 2 September 2009, to acquire shares in StepStone that increased their holding to an interest of about 52%. Furthermore, the Board noted that Axel Springer would proceed with a mandatory offer for the remaining shares in StepStone. The Board also announced that it would actively consider and pursue all available options that could contribute to maximising shareholder value and to ensuring equal treatment of shareholders. In addition, the Board stated that the value of the individual parts exceeds the value of the Offer and that StepStone had received an indication of interest in a part of StepStone’s business that supported this view.

On 10 September 2009, the Board of StepStone announced the appointment of Morgan Stanley & Co. Limited and ABG Sundal Collier Norge ASA as joint financial advisers in connection with the offer by Axel Springer. The purpose of these appointments was to provide the Board with the necessary expertise, and independent advice on the fair value of the business. In the limited time available, also to enable it to fully and properly explore all reasonable alternatives that could contribute to maximising value. Of prime importance was to ensure equal treatment of shareholders. The Board reiterated that it believed that the intended offer, indicated by Axel Springer to be for NOK 8.60 per share, did not reflect the full value of the business.

On 11 September 2009, Axel Springer published the public takeover offer to the shareholders of StepStone ASA that was announced on September 2, 2009. The Offer comprised all 60,892,610 shares currently issued and outstanding in StepStone not owned by Axel Springer. The offer period started on September 14, 2009, and is set to close on October 12, 2009 (subject to extension). The offer price was NOK 8.60 per share. The Offer excluded any shares authorised and issued after the date of the offer, such as any shares issued as a result of exercise of 9,075,546 vested options held by employees.

Since the intended Offer was announced, the Board, with the assistance of senior management, Morgan Stanley & Co. Limited, ABG Sundal Collier Norge ASA and its legal advisers have vigorously been exploring all legally permissible options including seeking interest from financial and strategic parties, potential capital issuances and legal and technical alternatives. In addition, StepStone and its advisers have been in dialogue with current public minority shareholders and potential new shareholders.

As a result of its actions, including preliminary discussions and due diligence, StepStone is in receipt of a number of written, non-binding expressions of interest supporting the Board’s view that the open market value of StepStone’s Solutions business alone is in excess of €100 million. This means that the Solutions business open market enterprise value alone represents approximately 80 percent of StepStone's enterprise valuation on the basis of the Revised Offer Price.

The Chairman and CEO of StepStone also held discussions with senior executives of Axel Springer with the objective to agree an improved offer that could be recommended by the Board. However, these discussions did not result in a recommendable improved offer.

On 2 October 2009 StepStone issued a notice for an Extraordinary General Meeting of shareholders (EGM) to be held on 23 October 2009. This EGM to reconstitute the Board had been requested by Axel Springer on 23 September 2009.

Subsequently on 2 October 2009 StepStone was approached by Axel Springer with a revised offer of NOK 9.00, which was conditional on i) receiving a neutral Board response statement, ii) stopping of all defence measures and iii) senior management confirming its intention to remain in their currently held positions with StepStone at least another three years subject to adequate incentivisation.

On 5 October 2009 a transaction agreement was entered into with Axel Springer and announced.

3 CONSEQUENCES FOR STEPSTONE’S BUSINESS
The Offer Document states that "By making the Offer, Axel Springer pursues its goal to confirm its European-level presence in the attractive online job market and further implements its strategy of digitization through gaining control over one of the leading international providers of human capital management software and services."

The Offer Document contains limited information regarding Axel Springer’s strategic plans and visions for StepStone’s future business following a potential acquisition by Axel Springer. The Board has, however, noted the statements in the Offer Document that Axel Springer will continue and support StepStone’s business trajectory in cooperation with management and employees of StepStone.

4 CONSEQUENCES FOR AND VIEWS BY THE EMPLOYEES
The employees of StepStone have been informed of the Revised Offer. No statement has been provided by or on behalf of the employees as of today’s date. Management has discussed the Revised Offer with staff and it is clear that the employees expect the shareholders, of which Axel Springer will be the largest, to be willing and able to continue to invest in both the staff and the business.

The Board has noted the statement by Axel Springer in the Offer Document that completion of the offer will not have any legal, economic or other work-related consequences for the employees of StepStone and that Axel Springer does not have plans to make changes to StepStone’s workforce following completion of the Revised Offer.

The Board notes the statement by Axel Springer in its press release issued 5 October 2009 regarding the revised offer, that Axel Springer as a shareholder of Stepstone Germany since October 2004 and now as majority shareholder of StepStone knows the company and its business well and highly values the management team and the employees of StepStone as well as the attractive prospects for future growth.

5 THE REVISED OFFER
The offer price is NOK 9.00 per share (the "Revised Offer Price"), valuing StepStone’s issued and outstanding share capital together with the vested employee share options at approximately NOK 1.2 billion.

The Revised Offer Price will be paid in cash according to the terms set out in the Offer Document.

The Revised Offer can be accepted from 5 October 2009 to and including 23 October 2009 at 17:30 CET (following extension of the original offer period ending 12 October 2009) (the "Acceptance Period"). According to the Offer Document, Axel Springer may in its sole discretion extend the Acceptance Period to and including 26 October 2009. Any extension of the Acceptance Period will be announced on or before the last day of the prevailing Acceptance Period.

Axel Springer will at the end of the Acceptance Period issue a notification informing about the level of acceptance in the Revised Offer. Axel Springer is not offering to acquire any Depositary Interests, and only the underlying Shares to such Depositary Interests are subject to the Revised Offer. Holders of Depositary Interests wishing to accept the Revised Offer, should accordingly ensure re-registration of their holdings into Shares with the VPS in time to accept the Revised Offer within the Acceptance Period or alternatively make the necessary arrangements for Capita (as registered holder of the Shares in the VPS) to accept the Revised Offer.

Axel Springer has indicated that for precautionary reasons if, as a result of the Revised Offer, it acquires more than 90% of the shares of StepStone, it will as a technical possibility evaluate making a compulsory acquisition of the remaining shares. Also it has indicated that for precautionary reasons following completion of the Revised Offer, dependent upon the number of Shares acquired, it reserves its right to propose to the general meeting of StepStone to apply to Oslo Børs for the delisting of the Shares in StepStone. Such proposal requires the approval of a 2/3 majority to be adopted. Before this background any de-listing is to be decided by Oslo Børs in accordance with the Stock Exchange rules – Continuing Obligations of stock exchange listed companies. Axel Springer has also noted that it may seek to procure that StepStone makes applications to the UK Listing Authority for the cancellation of the listing of StepStone Shares on the Official List of the London Stock Exchange and to the London Stock Exchange for the cancellation of admission to trading in StepStone

6 ASSESSMENTS
The Revised Offer Price of NOK 9.00 per share gives an implied valuation of StepStone’s total equity of approximately NOK 1.2 billion.

The Revised Offer Price represents a premium of 32.4 percent to the closing share price of NOK 6.80 on 2 September 2009, the last closing price prior to Axel Springer’s announcement that it would make the mandatory offer.

StepStone shares traded in a band of NOK 6.80 to NOK 7.50 per share in the month ending 2 September 2009.

The Revised Offer Price represents a premium of:

• 26.7 percent to the one month volume weighted average share price ending 2 September 2009 and
• 27.1 percent to the three month volume weighted average share price ending 2 September 2009.

The Revised Offer Price implies an enterprise value multiple of 1.1 times the reported consolidated revenues for the twelve months ended June 30, 2009.

The Board is of the view that the value of StepStone exceeds the value of the Revised Offer.

The Board has received a financial opinion dated 6 October 2009 from Morgan Stanley & Co. Limited ("Opinion"). Morgan Stanley & Co. Limited’s opinion provides that, as of the date thereof and based upon and subject to the assumptions, considerations, qualifications, factors and limitations set forth therein, the Revised Offer Price to be paid to the holders of the shares of StepStone (other than Axel Springer) is inadequate, from a financial point of view, to such shareholders.

The financial opinion from Morgan Stanley & Co. Limited has been provided to the Board solely for its benefit in connection with, and for the purposes of, its consideration of the Revised Offer. The Opinion is not intended to be, and shall not constitute, a recommendation to any shareholder of StepStone as to whether or not such holder should tender shares in StepStone pursuant to the Revised Offer or take any other action in relation to the Revised Offer, is not provided on behalf of, nor shall it confer rights or remedies upon, any shareholder in StepStone or any other person, other than the Board, and may not be relied upon by any person other than the Board or used for any other purpose.

The Board also received legal advice that it will not be permissible to sell any material assets during the offer period without the approval of an EGM, but that it might be possible to do so after the expiry of the offer period under certain conditions without the approval of an EGM. Given Axel Springer’s 53% stake and its intention to reconstitute the Board at the EGM on 23 October 2009, the chances of legally selling any material assets have become very limited.

7 RECOMMENDATION
Taking into consideration the current performance and future prospects of StepStone as well as other factors that the Board has deemed relevant in relation to the Revised Offer, the current stage of the economic cycle, the view that StepStone is a late cyclical stock, the pricing of the StepStone shares in the market and market conditions in general, the Board believes that the Revised Offer is not a full reflection of the long-term potential identified by the Board and management.

The Board finds it relevant to point out that Axel Springer - already has a 53% ownership in StepStone and has no obligation to put forward further offers once the current offer expires. As a result of this, shareholders who do not accept the Revised Offer may become shareholders in a company with one majority owner and consequently possibly lower liquidity in StepStone’s shares. It is therefore uncertain whether shareholders who do not accept the Revised Offer, will in the future be able to monetise the long-term value of StepStone.

- has indicated that, for precautionary reasons it reserves its right to propose to the general meeting of StepStone to apply to Oslo Børs for the delisting of the Shares in StepStone and that it may seek to procure that StepStone makes applications to the UK Listing Authority for the cancellation of the listing of StepStone Shares.

- stated on 5 October 2009 that it will be supportive of the StepStone management team in the execution of its stated strategy and value enhancing options for StepStone, and will be mindful of the protection of minority shareholders’ rights.

Finally the Board has also taken into consideration throughout this process the needs and requirements of all stakeholders, including shareholders, StepStone’s employees, customers and business partners.

For the reasons set out herein the Board has concluded neither to recommend the Revised Offer for acceptance, nor to recommend shareholders to reject the Revised Offer. The Board refers shareholders to the above mentioned factors which, in the view of the Board, may be of relevance when the shareholders evaluate the Revised Offer and decide whether to accept it or not.

Jan Stenberg, Chairman of StepStone owns, directly and indirectly, 3,248 shares in StepStone and options exercisable into nil shares.

Colin Tenwick, Board Member and CEO of StepStone owns, directly and indirectly, 292,308 shares in StepStone and options exercisable into 3,785,381 shares.

Morgan Stanley & Co. Limited is acting as financial adviser to StepStone and no one else in connection with the matters described in this announcement. In connection with such matters, Morgan Stanley & Co. Limited, its affiliates and their directors, officers, employees and agents will not regard any other person as their client nor will they be responsible to any other person for providing the protections afforded to their clients.