Bertelsmann : Exchange offer / Tender offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (the "United States") OR ANY OTHER JURISDICTION WHERE IT

IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Bertelsmann SE & Co. KGaA

announcement of the results of the Tender Offer

Gütersloh, 30 November 2022. Bertelsmann SE & Co. KGaA (the "Offeror") announces today the results of its invitation to the holders of its outstanding €650,000,000 3.00 per cent. Notes due 2075 (ISIN: XS1222591023) (the "Notes"), to tender their Notes for purchase by the Offeror for cash on the terms and subject to the conditions set out in the tender offer memorandum dated 22 November 2022 (the "Tender Offer Memorandum") at the Purchase Price plus Accrued Interest (the "Offer").

The Offer was announced on 22 November 2022 and is subject to the conditions set out in the Tender Offer Memorandum prepared by the Offeror. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for receipt by the Tender Agent of Tender Instructions was 5.00 p.m. (Frankfurt am Main local time) on 29 November 2022.

Results of the Offer

As at the Expiration Deadline, Notes in an aggregate nominal amount of EUR 503,800,000 have been validly tendered for purchase pursuant to the terms of the Offer.

The Offeror has decided to accept all Notes validly tendered in an aggregate principal amount of EUR 503,800,000.

The Settlement Date is expected to be on 1 December 2022. The Offeror will also pay Accrued Interest in respect of the Notes accepted for purchase.

	The Dealer Managers:
BNP Paribas	Barclays Bank Ireland PLC
16, boulevard des Italiens	One Molesworth Street
75009 Paris	Dublin 2
France	Ireland

Telephone: [phone]	Telephone: [phone]
Attention: Liability Management Group
Attention: Liability Management Group
Email: [e-mail]
Email: [e-mail]

The Tender Agent:

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9 SG

United Kingdom

Telephone: [phone]

Attention: Harry Ringrose

Email: [e-mail]

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions