BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund justification to the Code given by the the remuneration system for executive board Government Commission, all of these members and/or executive board pay, and on recommendations are based, either in the role of the Supervisory Board, which in substance or method, on the statutory some respects are considered to be provisions for a German stock corporation over-regulation, have not been and will not be (Aktiengesellschaft) under § 87 (1) of the applied on a voluntary basis by the Executive German Stock Corporation Act (Aktiengesetz, Committee. "AktG") and/or § 87a AktG, which entered into force on 1 January 2020. These statutory • We nevertheless disclose the remuneration provisions are not applicable to our Company of the individual Managing Directors of our – either directly or mutatis mutandis – on Company's general partner, Borussia account of its legal form, which we believe Dortmund Geschäftsführungs-GmbH, on a was a conscious decision on the part of the voluntary basis in the notes to the annual and legislator. As such, recommendations G.1 to consolidated financial statements. The G.3, G.5 to G.7, G.9 to G.13, G.15 and G.16 of version of § 285 no. 9 (a) sentences 5 et seq. the Code are likewise not applicable to our HGB still applicable to annual and Company. By contrast, Article 7 of the consolidated financial statements and (group) Company's Articles of Association stipulates management reports for financial years that the general partner has a right to beginning before 1 January 2021 in reimbursement of the staff and materials accordance with Article 83 (1) sentence 2 expenses incurred by it in the course of EGHGB is only applicable to listed stock managing the Company, plus a commission corporations and the remuneration paid to amounting to 3% of the net profit for the year the members of their executive boards, generated by the Company. Otherwise, the however not the KGaA legal form. fixed and variable remuneration for the Managing Directors of Borussia Dortmund Despite the specific characteristics of our Geschäftsführungs-GmbH was and is Company's legal form, however, the following resolved by the Executive Committee formed recommendations of the Code are applied mutatis by that company, which also reviews the mutandis or in modified form, which we do not Managing Directors' employment agreements consider a deviation from the Code: for appropriateness and compliance with standard market practice when entering into • Long-term succession planning within the or extending them. For practical reasons, the meaning of recommendations B.1 and B.2, recommendations of the Code with respect to first half-sentence of the Code is the 24 Anlage 1.4 / 24 41009653-1376911