BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund Re recommendations C.1 sentences 1 to 4 and C.2: consideration, it is therefore considered reasonable The Supervisory Board has not set any concrete to deviate from this recommendation. objectives regarding its composition, has not prepared a profile of skills and experience, and has Re recommendation C.13:In its election proposals not established an age limit for Supervisory Board to the Annual General Meeting, the Supervisory members. Nor are there plans to do so going forward. Board does not disclose the personal and business The Supervisory Board's continuing preference is to relationships of every candidate with the Company, decide on proposals relating to its composition on a the governing bodies of the Company and limited case-by-case basis in light of specific situations. liability shareholders with a material interest in the Consequently, no further information was or is Company (i.e., those holding more than 10% of reported on this recommendation or its compliance voting shares). Nor are there plans to do so going with it. Notwithstanding the foregoing, compliance forward. In its opinion, no secure legal practice with the requirement, issued by the legislator, that exists with respect to this recommendation. The the target proportion of women on the Supervisory legal certainty of Supervisory Board elections took Board be defined, remains mandatory (§ 278 (3) and and takes a higher priority than any effort to make § 111 (5) AktG as well as § 289f (3) and (2) no. 4 HGB). legally unnecessary disclosures in connection with nominations. Re recommendation C.5, second half-sentence: This recommendation states that members of the Re recommendations D.2, D.3 and D.5: To date, the management board of a listed company shall not Supervisory Board has not formed committees. It accept the chairmanship of a supervisory board of was the Supervisory Board's intention for all topics a non-group listed company. Supervisory Board to be discussed by the Supervisory Board as a whole. member Mr Christian Kullmann is the Chairman of This continues to apply to waiving the formation of a the Executive Board of listed company Evonik nomination committee as recommended in the Code, Industries AG in Essen and will take up the position particularly given that the Supervisory Board already of Chairman of the Supervisory Board at our comprises solely shareholder representatives – Company with effect from 25 September 2021 after which is a requirement of the Code when forming a having been elected at the meeting of the nomination committee. By contrast, the Supervisory Supervisory Board on 20 September 2021. The Board will form an audit committee, at the latest at Supervisory Board is convinced that Mr Kullmann its final meeting of 2021. has sufficient time available to discharge his duties, particularly given that he does hold any other Re recommendation E.1 sentence 2: The positions covered by this recommendation. In Supervisory Board reserves the right to not comply addition, his considerable experience in corporate with the recommendation that it report to the management, his deep understanding of business Annual General Meeting on conflicts of interest as and his top-quality contacts, both in Germany and they arise and how they are addressed. The abroad, have made and will continue to make a key principle of confidentiality of deliberations within contribution to the effective work of the Supervisory the Supervisory Board (see § 116 sentence 2 AktG Board, firstly as Deputy Chairman from August 2019 and principle 13 sentence 3) will generally take to date and going forward as Chairman. Following precedence. 30 Anlage 1.4 / 30 41009653-1376911
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