BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund Dortmund mutually agree to inform one sentence 2 AktG), the issuance of non-voting another and vote on any changes to their preferred shares (§ 182 (1) sentence 2 AktG), respective shareholdings in Borussia Dortmund capital increases involving the disapplication of GmbH & Co. KGaA, especially pertaining to the pre-emptive subscription rights (§ 186 (3) AktG), 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 conferring – where appropriate with authorisation to disapply powers of control. pre-emptive subscription rights (§ 203 (2) sentence 2 in conjunction with § 186 (4) AktG) –, the ordinary 5. There is no control of voting rights in cases in which or simplified reduction of share capital (§ 222 (1) employees are shareholders. sentence 2 and § 229 (3) AktG) or a change of legal form (§ 233 (2) and § 240 (1) of the German 6. Because of its legal form as a partnership limited Reorganisation and Transformation Act by shares, Borussia Dortmund GmbH & Co. KGaA [Umwandlungsgesetz, "UmwG"]). In addition, does not have a management board. Instead, capital increases, other changes to the Articles management and representation of the Company of Association and other decisions of a is the responsibility of the general partner. The fundamental nature may only be resolved with provisions of Article 6 No. 1 of the Articles of the approval of the general partner in Association stipulate that Borussia Dortmund accordance with § 285 (2) sentence 1 of the AktG. Geschäftsführungs-GmbH, with registered offices The Supervisory Board is authorised in accordance in Dortmund, is to act as such an executive body with Article 12 No. 5 of the Articles of Association on a permanent basis and not for a limited period to resolve changes to the Articles of Association of time by virtue of its status as a shareholder. The which relate only to the wording thereof, in appointment and removal of managing directors particular in connection with the amount of capital of Borussia Dortmund Geschäftsführungs-GmbH increases from authorised and conditional capital. is governed by § 8 no. 6 of its shareholders' agreement and is the responsibility of the Executive 7. By virtue of the resolution by the Annual General Committee of its Advisory Board, and therefore not Meeting on 19 November 2020, the general of the Supervisory Board of Borussia Dortmund partner is authorised until 18 November 2025, GmbH & Co. KGaA. with the approval of the Supervisory Board, to In principle, changes may be made to the Articles increase the share capital by a maximum of EUR of Association of Borussia Dortmund GmbH & Co. 18,400,000 in total by issuing new no-par value KGaA only by a resolution of its Annual General ordinary bearer shares against cash contributions Meeting, which, in accordance with § 133 (1) of the on one or more occasions (Authorised Capital AktG, must be passed by a simple majority of votes 2020). The previous Authorised Capital 2014 of and also, in accordance with Article 15 No. 3 of the EUR 23,000,000 had been subject to an Articles of Association of the Company in authorisation valid until 23 November 2019. This conjunction with § 179 (1) and (2) of the AktG, by a was not utilised and as such the authorised capital simple majority of the capital represented on the expired on 23 November 2019. date of the resolution, except to the extent that mandatory statutory provisions or the Articles of 8. The Company is not a party to any material Association stipulate otherwise. A mandatory agreements which are conditional on a change of provision of statute requires that a resolution of control following a takeover bid for the issued the Annual General Meeting be passed by a shares of Borussia Dortmund GmbH & Co. KGaA. majority of three-quarters of the share capital represented on the date of the resolution in the 9. The Company is not a party to any compensation event of changes to the Articles of Association agreements that would apply in the event of a relating to the object of the Company (§ 179 (2) takeover bid. 172