BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund one another and vote on any changes to their preferred shares (§ 182 (1) sentence 2 AktG), respective shareholdings in Borussia capital increases involving the disapplication of Dortmund GmbH & Co. KGaA, especially pre-emptive subscription rights (§ 186 (3) AktG), pertaining to the transfer of shares. the creation of conditional capital (§ 193 (1) AktG), the creation of authorised capital (§ 202 (2) AktG) 4. There are no shares with special rights – where appropriate with authorisation to disapply conferring powers of control. pre-emptive subscription rights (§ 203 (2) sentence 2 in conjunction with § 186 (4) AktG) –, 5. There is no control of voting rights in cases in the ordinary or simplified reduction of share which employees are shareholders. capital (§ 222 (1) sentence 2 and § 229 (3) AktG) or a change of legal form (§ 233 (2) and 6. Because of its legal form as a partnership limited § 240 (1) of the German Reorganisation and by shares, Borussia Dortmund GmbH & Co. KGaA Transformation Act [Umwandlungsgesetz, does not have a management board. Instead, "UmwG"]). In addition, capital increases, other management and representation of the Company changes to the Articles of Association and other is the responsibility of the general partner. The decisions of a fundamental nature may only be provisions of Article 6 No. 1 of the Articles of resolved with the approval of the general partner Association stipulate that Borussia Dortmund in accordance with § 285 (2) sentence 1 of the Geschäftsführungs-GmbH, with registered offices AktG. The Supervisory Board is authorised in in Dortmund, is to act as such an executive body accordance with Article 12 No. 5 of the Articles of on a permanent basis and not for a limited period Association to resolve changes to the Articles of of time by virtue of its status as a shareholder. The Association which relate only to the wording appointment and removal of managing directors thereof, in particular in connection with the of Borussia Dortmund Geschäftsführungs-GmbH amount of capital increases from authorised and is governed by § 8 no. 6 of its shareholders' conditional capital. agreement and is the responsibility of the Executive Committee of its Advisory Board, and 7. By virtue of the resolution by the Annual General therefore not of the Supervisory Board of Borussia Meeting on 19 November 2020, the general Dortmund GmbH & Co. KGaA. partner is authorised until 18 November 2025, In principle, changes may be made to the Articles with the approval of the Supervisory Board, to of Association of Borussia Dortmund GmbH & Co. increase the share capital by a maximum of EUR KGaA only by a resolution of its Annual General 18,400,000 in total by issuing new no-par value Meeting, which, in accordance with § 133 (1) of ordinary bearer shares against cash contributions the AktG, must be passed by a simple majority of on one or more occasions (Authorised Capital votes and also, in accordance with Article 15 No. 2020). The previous Authorised Capital 2014 of 3 of the Articles of Association of the Company in EUR 23,000,000 had been subject to an conjunction with § 179 (1) and (2) of the AktG, by authorisation valid until 23 November 2019. This a simple majority of the capital represented on was not utilised and as such the authorised capital the date of the resolution, except to the extent that expired on 23 November 2019. mandatory statutory provisions or the Articles of Association stipulate otherwise. A mandatory 8. The Company is not a party to any material provision of statute requires that a resolution of agreements which are conditional on a change the Annual General Meeting be passed by a of control following a takeover bid for the issued majority of three-quarters of the share capital shares of Borussia Dortmund GmbH & Co. KGaA. represented on the date of the resolution in the event of changes to the Articles of Association 9. The Company is not a party to any compensation relating to the object of the Company (§ 179 (2) agreements that would apply in the event of a sentence 2 AktG), the issuance of non-voting takeover bid. 84