Declaration on management in accordance with section 289a HGB

The Executive Board of Bastei Lübbe AG has issued a declaration on management in accordance with section 289a HGB and made this generally available on the website of Bastei Lübbe AG at

http://www.luebbe.de/Investor-Relations/ _investor_unternehmensfuehrung_de.

Declaration on management in accordance with section 289a HGB

Good corporate governance forms the foundation for responsible management. The Executive Board and Supervisory Board are therefore raising the bar in order to bring the management and supervision of the Com-pany in line with national and international standards. To achieve this, it is essential that the Executive Board and the Supervisory Board communicate efficiently by way of open and transparent corporate communication.

Management Report | Declaration on management in accordance with section 289a HGB

The declaration on management pursuant to section 289a HGB contains a Statement of Compliance with the recommendations of the German Corporate Governance Code, as well as further information on corporate governance practices and a description of the working methods of the Executive and Supervisory Boards.

The reporting elements of the management declaration according to section 289a HGB are also available on the website of Bastei Lübbe AG in the “Investor Relations” area.

Statement of compliance pursuant to section 161 AktG

Statement of compliance of the Executive Board and the Supervisory Board of Bastei Lübbe AG pursuant to section 161 AktG on the recommendations of the “Government Commission on the German Corporate Governance Code”

The Executive Board and Supervisory Board of Bastei Lübbe AG declare that:

The recommendations of the "Government Commission on the German Corporate Governance Code" (in the version dated 13 May 2013) announced by the German Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger) have been followed and continue to be followed by Bastei Lübbe AG with the following exceptions:

Contrary to the recommendation in 4.2.3 of the GCGC, remuneration as a whole and with regard to its variable remuneration elements is not subject to limits on the amount of asset ceilings. There is also no provision for payments to Executive Board members to not be permitted to exceed the value of two annual salaries, including ancillary benefits (severance payment cap), in the event of prior termination of Executive Board mandates. The reason for this is that neither a limit on the amount of asset ceilings for variable remuneration nor the agreement of a severance payment cap were achievable in the framework of negotiations, particularly given that previous management services had been provided to the general partner of Bastei Lübbe GmbH & Co. KG. When conclu-ding future contracts with new Executive Board members, Bastei Lübbe AG intends to place limits on the amount of asset ceilings for variable remuneration.

The disclosure by name of the distribution of the total remuneration of each member of the Executive Board, broken down into fixed and variable remuneration components, as provided for under 4.2.4 DCGC, will not take place as this was resolved otherwise by the Annual General Meeting with the requisite three-quarters majority.

The same applies to promises of benefits that are granted to a member of the Executive Board in the event of prior or scheduled termination of Executive Board mandates or that are modified during the financial year.

No. 5.1.2 of the GCGC provides that the Supervisory Board should particularly aim to achieve an appropriate consideration of women in the composition of the Executive Board. There are currently no women on the Executive Board of Bastei Lübbe AG as the Executive Board is made up of members of the former Management of Bastei Lübbe GmbH & Co. KG. When appointing Executive Board members in future, the Supervisory Board intends to give preference to equally qualified women.

Committees as provided for in No. 5.3 GCGC were not formed as the Supervisory Board currently only consists of three members. If the Supervisory Board is enlarged in future, a decision will be made with regard to the formation of committees.

The Supervisory Board of Bastei Lübbe AG held its first constituent meeting on 9 July 2013 in the context of the con-version of the Company. An efficiency audit for the 2013/2014 financial year did not therefore seem appropriate at the current time, contrary to the recommendation in No. 5.6. It is however intended to conduct such an audit in future.

Management Report | Declaration on management in accordance with section 289a HGB The Statement of Compliance has been made permanently available on the website of Bastei Lübbe at http://

www.luebbe.de/Investor-Relations/_investor_unternehmensfuehrung_de.

Information on corporate governance practices

Bastei Lübbe AG also voluntarily fulfills the non-obligatory suggestions of the Code, subject only to the follo-wing exceptions:

The suggestions contained in No. 2.3.3 of the Code (option of following the Annual General Meeting via modern communication media (e.g. the Internet)) have not been implemented.

It is also suggested under point 5.1.2 that the initial appointment term of five years for new Executive Board members should not be the rule. The Executive Board members of Bastei Lübbe AG have been appointed for five years. The reason for this is that a shorter appointment term was not achievable in the framework of negotiations, particularly given that previous management services had been provided to the general partner of Bastei Lübbe GmbH & Co. KG. When appointing Executive Board members in future, it will be verified whether a shorter appointment term is conducive to reaching targets.

Corporate governance practices exceeding the legal requirements

No corporate governance practices are employed by Bastei Lübbe AG that go beyond the legal requirements.

Working methods of the Executive and Supervisory Boards

As a German public limited company, Bastei Lübbe AG is subject to German stock corporation law, and the-refore possesses a dual management and control structure made up of an Executive Board and a Supervisory Board. The tasks, competences and responsibilities of both of these bodies are clearly regulated by the law and separated in terms of personnel.

For Bastei Lübbe AG, the basic principle for responsible corporate governance is to guarantee that the Executive Board and Supervisory Boards cooperate efficiently by way of responsible and transparent corporate communication. Thus a large number of issues were discussed in detail between the Executive Board and Supervisory Board in the 2013/2014 financial year. The Supervisory Board regularly and carefully monitored the work of the Executive Board and continually supported it in an advisory capacity.

The Supervisory Board was always involved of all decisions in a timely and appropriate fashion. The Exe-cutive Board kept it informed, in written or oral form, on a regular basis and in a timely and comprehensive fashion about the performance of the business, earnings and financial position and employment situation and personnel policy, as well as of the short- and long-term corporate and financial plans, as well as of the further strategic development of the Company and of its shakeholdings. Any deviations from the plans were explained to the Supervisory Board in detail. The risk situation and risk management were always carefully taken into account in this process.

The Chair of the Supervisory Board was also in contact with the Executive Board or Chair of the Executive Board outside of regularly scheduled meetings, discussing major events and pending decisions.

Allocation of responsibilities and working methods of the Executive Board

The Executive Board of Bastei Lübbe AG manages the Company with the aim of creating long-term growth under its own responsibility and in the interest of the Company, thus taking into account the interests of shareholders, of its employees and of other groups that are affiliated with the Company. The Executive Board

Management Report | Declaration on management in accordance with section 289a HGB

therefore operates without instructions from third parties and in accordance with the law, the Articles of Asso-ciation and the rules of procedure for the Executive Board issued by the Supervisory Board, as well as taking into consideration resolutions adopted in Annual General Meetings. When hiring new managerial staff, the Executive Board of Bastei Lübbe AG also takes diversity into account and aims in particular to give appropriate consideration to women.

Notwithstanding the principle of joint responsibility, according to which all members of the Executive Board are jointly responsible for the management of the Company, every member of the Executive Board heads the department allocated to him/her under his/her own responsibility and has sole executive powers in the area of responsibility assigned to him/her. All members are therefore entitled to present envisaged issues to the entire Executive Board in order that they be resolved on. However, all issues that have been assigned to the entire Executive Board by law are dealt with and decided on jointly by all members. The members of the Executive Board take all fundamental decisions on business policies and strategy in close cooperation with the Supervi-sory Board. With this in mind, the Executive Board informs the SuperviSupervi-sory Board about all issues and topics of priority relevant to the Company as a whole. The corresponding information and reporting requirements of the Executive Board are determined by the Supervisory Board in the Executive Board’s rules of procedure. The Chair of the Executive Board is responsible for the overall management and business policies of the Compa-ny. He ensures that coordinated and unified business management are achieved on the Executive Board, and represents the Company in public.

The Executive Board of Bastei Lübbe AG meets once a week as a rule. In the 2013/2014 financial year it is made up of Mr Thomas Schierack, who as Chair is responsible for commercial management as well as for the segments law, personnel, production, entertainment (digital media) and the novel booklet and puzzle maga-zines segment; Mr Klaus Kluge, who is responsible for sales and marketing and the non-books segment; and Mr Felix Rudloff, who is responsible for programmes and PR. Thomas Schierack, Klaus Kluge and Felix Rudloff were appointed to the Executive Board on 9 July 2013 for a term of five years, thus until 8 July 2018.

Working methods of the Supervisory Board

The Supervisory Board is charged with advising and monitoring the Executive Board at regular intervals in its management of the Company. Given that important Company decisions require the approval of the Supervisory Board, it is involved in any decisions that are fundamental for the Company. The Company’s Articles of Associa-tion contain comprehensive guidelines for the work of the Supervisory Board.

The Supervisory Board of Bastei Lübbe AG is made up of three members. In making nominations for the electi-on of Supervisory Board members, particular attentielecti-on is paid to the necessary knowledge, skills and industrial experience required to undertake these duties. This ensures that Supervisory Board members possess highly effective corporate governance skills and can appropriately advise the Executive Board on strategic orientation.

The Supervisory Board was not formed until the Company had been converted into a public limited company in 2013, and consisted of three shareholder representatives in the 2013/2014 financial year.

Its members are

1. Dr. Friedrich Wehrle (Chair of the Supervisory Board and signatory), 2. Prof. Dr. Michael Nelles and

3. Prof. Dr. Gordian Hasselblatt.

Management Report | Declaration on management in accordance with section 289a HGB Dr. Friedrich Wehrle, Prof. Dr. Michael Nelles and Prof. Dr. Gordian Hasselblatt was appointed to the Superviso-ry Board of Bastei Lübbe AG by resolution of the founders of Bastei Lübbe AG until the conclusion of the An-nual General Meeting which will discharge the Supervisory Board for the financial year ending 31 March 2018.

Mr Wehrle was appointed as Chair in the first constituent meeting of the Supervisory Board.

The Chair of the Supervisory Board coordinates the work of the Supervisory Board, conducts its meetings and upholds the interests and representation of the Board externally. He is in constant and regular contact with the Executive Board, particularly the Chair, including outside of the meetings, and discusses major events and pending decisions affecting the Company. No members of the Bastei Lübbe AG Supervisory Board are former members of the Executive Board.

The German Corporate Governance Code recommends that Supervisory Boards should form qualified com-mittees. Given the unavoidable personal identity of committee and Supervisory Board members inherent in a three-member supervisory body, the Supervisory Board of Bastei Lübbe AG has not currently formed any com-mittees. The members of the body are thus jointly responsible for all issues to be resolved. If the Supervisory Board is enlarged in future, a decision will be made with regard to the formation of committees.

Avoidance of conflicts of interest

No conflicts of interest arose in the previous financial year between members of the Executive Board and the Supervisory Board of Bastei Lübbe AG that would have needed to be disclosed to the Supervisory Board without delay. No Executive Board members were members of a Supervisory Board of non-affiliated trading companies.

Transparency

Our aim at Bastei Lübbe AG is to guarantee the highest levels of transparency and to make the same infor-mation available to all target groups at the same time. All our target groups can find out more about current Company developments on the Internet. Ad-hoc Company notifications are published on Bastei Lübbe AG website. Press releases and other Company news are also made available on the website, as is the Statement of Compliance with the German Corporate Governance Code.

According to section 15a WpHG, members of the Executive Board and Supervisory Board of Bastei Lübbe AG as well as certain managerial employees and closely associated persons, must disclose the acquisition and sale of Company shares and related financial instruments.

All directors’ dealings pursuant to section 15a WpHG are published on the Company’s website at http://www.

luebbe.de/Investor-Relations/ _investor_directors_dealings_de.

Financial accounting and auditing

The annual financial statements of Bastei Lübbe AG as well as the interim reports conform to International Financial Reporting Standards (IFRS) pursuant to the provisions of the International Accounting Standards Board. In the context of the resolution to change the legal form adopted by the Annual General Meeting of 9 July 2013, Ebner Stolz Mönning Bachem GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsge-sellschaft (currently: Ebner Stolz GmbH & Co. KG WirtschaftsprüfungsgeSteuerberatungsge-sellschaft SteuerberatungsgeSteuerberatungsge-sellschaft, Cologne) was appointed annual auditor to the issuer for the 2013/2014 financial year.

Management Report | Concluding remark from the dependence report Cologne, May 2014

For the Supervisory Board For the Executive Board

Dr. Friedrich Wehrle Thomas Schierack

Chair Chair