Declaration of Conformity

Working translation – for convenience reasons only

Declaration of Conformity dated November 7, 2011

In accordance with Section 161 of the German Stock Corporation Act (“AktG”), the Executive Board and the Supervisory Board of Axel Springer AG declare the following:

I. Future-related Section

The Company fulfills the “German Corporate Governance Code” (the “Code”) in the version of May 26, 2010, as published by the German Federal Ministry of Justice in the official announcements section of the Electronic Federal Gazette of July 2, 2010, subject to the deviation set out and reasoned below:

Individualized disclosure of the remuneration of the members of the Supervisory Board (Item 5.4.6 sentence 6 and 7 of the Code)

The remuneration granted to the members of the Supervisory Board as well as the payments made by the Company to members of the Supervisory Board for personally provided services are not disclosed in the Corporate Governance Report in an individualized manner (Item. 5.4.6 sentences 6 and 7 of the Code).

The information is not individualized since the competitors of Axel Springer AG also do not publish such remuneration.

II. Past-related Section

Since the Company’s last Declaration of Conformity dated November 8, 2010 (updated on March 1, 2011), the Company has fulfilled the Code in the version of May 26, 2010, as published by the German Federal Ministry of Justice in the official announcements section of the Electronic Federal Gazette of July 2, 2010 subject to the deviation set out and reasoned under I. above and the deviation set out and reasoned below, and as already declared in the update of the Declaration of Conformity dated November 8, 2010 which was published on March 1, 2011:

Severance pay cap for payments on premature termination of a Executive Board member’s contract without serious cause or on premature termination of a Executive Board member’s contract due to a change of control (Item 4.2.3 sentences 11, 12 and 13 of the Code)

The contract of a long-term member of the Executive Board that recently has been renewed, does not provide for a severance pay cap for payments made to the Executive Board member on premature termination of his contract without serious cause (Item 4.2.3 sentences 11 and 12 of the Code) and payments promised in the event of premature termination of the Executive Board member’s contract due to a change of control (Item 4.2.3 sentence 13 of the Code).

The Supervisory Board did accept not to introduce such severance pay cap because the present contract with the applicable Executive Board member that is still effective and that had been concluded before the recommendations in question were enacted as part of the Code in the version of June 6, 2008 does not provide for such a cap. In this respect, such contract only maintains the status of agreement that has been in force so far. The Supervisory Board holds the view that not introducing a severance pay cap is adequate in order to further strengthen the ties between the company and the applicable Executive Board member.

Berlin, November 7, 2011

Axel Springer AG

The Supervisory Board The Executive Board