Supervisory Board Report

ENGL_01_U1-U4_GB2021_v01.qxp 01.09.21 13:46 Seite 2 OVERVIEW OF FINANCIAL PERFORMANCE INDICATORS Borussia Dortmund KGaA (HGB) EUR '000 2020/2021 2019/2020 Sales 323,497 442,126 Operating result (EBITDA) 33,557 54,264 Result from operating activities (EBIT) -76,580 -51,283 Net loss for the year -76,479 -49,662 Cash flows from operating activities 40,769 111,654 Free cash flow -50,452 -48,718 Borussia Dortmund Group (IFRS) EUR '000 2020/2021 2019/2020 Revenue 334,171 370,196 Consolidated total operating proceeds 358,577 486,884 Operating result (EBITDA) 38,950 62,992 Result from operating activities (EBIT) -72,093 -43,138 Net profit/net loss for the year -72,810 -43,953 Cash flows from operating activities 15,947 -362 Free cash flow -46,075 -51,131

ENGL_03_05_Inhalt_GB2021_v01.qxp 01.09.21 15:08 Seite 3

BORUSSIA DORTMUND 2 OVERVIEW OF FINANCIAL PERFORMANCE INDICATORS 6 INTRODUCTORY REMARKS 8 REPORT OF THE SUPERVISORY BOARD 14 EXECUTIVE BODIES AND CORPORATE STRUCTURE 16 THE SHARES 16 SHARE PRICE PERFORMANCE 20 SHARE CAPITAL AND SHAREHOLDER STRUCTURE SHAREHOLDINGS BY MEMBERS OF GOVERNING BODIES INVESTOR RELATIONS 22 CORPORATE GOVERNANCE REPORTING 32 MANAGEMENT REPORT 34 BUSINESS TREND LOOKING BACK ON FINANCIAL YEAR 2020/2021 35 PERFORMANCE INDICATORS 37 DEVELOPMENT OF THE MARKET AND COMPETITIVE ENVIRONMENT 41 GENERAL INFORMATION ABOUT THE COMPANY GROUP STRUCTURE AND BUSINESS OPERATIONS 42 ORGANISATION OF MANAGEMENT AND CONTROL 45 INTERNAL MANAGEMENT AND CONTROL SYSTEM 46 CORPORATE STRATEGY 50 POSITION OF THE COMPANY DEVELOPMENT OF PERFORMANCE INDICATORS 54 RESULTS OF OPERATIONS 55 SALES TREND 58 DEVELOPMENT OF SIGNIFICANT OPERATING EXPENSES 60 ANALYSIS OF CAPITAL STRUCTURE DEVELOPMENT AND PERFORMANCE OF THE BUSINESS 62 ANALYSIS OF CAPITAL EXPENDITURE 63 ANALYSIS OF LIQUIDITY NET ASSETS 64 OVERALL ASSESSMENT OF FINANCIAL POSITION AND PERFORMANCE AND BUSINESS DEVELOPMENT 64 REMUNERATION REPORT 65 THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS IT RELATES TO THE ACCOUNTING PROCESS 66 OPPORTUNITY AND RISK REPORT RISK MANAGEMENT 76 OPPORTUNITIES 77 OVERALL ASSESSMENT OF THE RISKS AND OPPORTUNITIES 78 REPORT ON EXPECTED DEVELOPMENTS EXPECTED DEVELOPMENT OF THE COMPANY EXPECTED GENERAL ECONOMIC ENVIRONMENT 81 EXPECTED RESULTS OF OPERATIONS 82 EXPECTED DIVIDEND EXPECTED FINANCIAL POSITION 83 OVERALL ASSESSMENT OF EXPECTED PERFORMANCE 83 OTHER DISCLOSURES 85 DISCLAIMER 86 ANNUAL FINANCIAL STATEMENTS 88 BALANCE SHEET 90 INCOME STATEMENT 91 NOTES GENERAL DISCLOSURES TO THE ANNUAL FINANCIAL STATEMENTS ACCOUNTING POLICIES 93 NOTES TO THE BALANCE SHEET 94 FIXED ASSETS 100 NOTES TO THE INCOME STATEMENT 104 OTHER DISCLOSURES 109 INDEPENDENT AUDITOR’S REPORT 4

CONTENT 118 GROUP MANAGEMENT REPORT 120 BUSINESS TREND LOOKING BACK ON FINANCIAL YEAR 2020/2021 121 PERFORMANCE INDICATORS 123 DEVELOPMENT OF THE MARKET AND COMPETITIVE ENVIRONMENT 127 GENERAL INFORMATION ABOUT THE COMPANY GROUP STRUCTURE AND BUSINESS OPERATIONS 128 ORGANISATION OF MANAGEMENT AND CONTROL 131 INTERNAL MANAGEMENT AND CONTROL SYSTEM 132 CORPORATE STRATEGY 134 DIVIDEND POLICY 135 SEPARATE NON-FINANCIAL GROUP REPORT 136 POSITION OF THE COMPANY DEVELOPMENT OF PERFORMANCE INDICATORS 140 RESULTS OF OPERATIONS 141 REVENUE TREND 146 DEVELOPMENT OF SIGNIFICANT OPERATING EXPENSES 148 ANALYSIS OF CAPITAL STRUCTURE DEVELOPMENT AND PERFORMANCE OF THE BUSINESS 150 ANALYSIS OF CAPITAL EXPENDITURE 151 ANALYSIS OF LIQUIDITY NET ASSETS OVERALL ASSESSMENT OF FINANCIAL POSITION AND PERFORMANCE AND BUSINESS DEVELOPMENT 152 REMUNERATION REPORT 153 THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS IT RELATES TO THE ACCOUNTING PROCESS 154 OPPORTUNITY AND RISK REPORT RISK MANAGEMENT 164 OPPORTUNITIES 165 OVERALL ASSESSMENT OF THE RISKS AND OPPORTUNITIES 166 REPORT ON EXPECTED DEVELOPMENTS EXPECTED DEVELOPMENT OF THE COMPANY EXPECTED GENERAL ECONOMIC ENVIRONMENT 169 EXPECTED RESULTS OF OPERATIONS 170 EXPECTED DIVIDENDS EXPECTED FINANCIAL POSITION 171 OVERALL ASSESSMENT OF EXPECTED PERFORMANCE 171 OTHER DISCLOSURES 173 DISCLAIMER 174 CONSOLIDATED FINANCIAL STATEMENTS 176 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 177 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 178 CONSOLIDATED STATEMENT OF CASH FLOWS 179 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 180 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS BASIC PRINCIPLES 197 NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 207 NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 212 OTHER DISCLOSURES 225 INDEPENDENT AUDITOR’S REPORT 234 FINANCIAL CALENDAR / PUBLICATION DETAILS 5

BORUSSIA DORTMUND Hans-Joachim Watzke Thomas Treß Carsten Cramer Managing Director (Chairman) Managing Director Managing Director 6

INTRODUCTORY REMARKS Dear Shareholders, The pandemic continues to pervade all aspects of situation was impressive. Separated as we often our daily lives, and it is also taking its toll on are by remote working, we have nevertheless all professional football. The past financial year was closed ranks to overcome the crisis. marked by empty terraces and an eerie silence. It was not just Borussia Dortmund's earnings that Even though COVID-19 continues to dominate suffered – a net loss was bad enough –, there was the world around us, we are very confident that also a palpable yearning for emotion, passion real progress will soon be made in getting things and togetherness. back to normal. The key remains to vaccinate people against this virus, and we are convinced Our players thrive on the passion of their that a high vaccination rate will pave the way supporters like no other, and it is precisely these back to normal life. By setting up the vaccination exceptional circumstances that make us so proud centre at our stadium, we are gladly doing what of them. We had to find other ways to make up for we can to ensure hassle-free access to vaccines. the unique atmosphere at SIGNAL IDUNA PARK For that reason, I would like to close with this that has lifted us to many a victory. With that in message: Get yourselves vaccinated – every mind we are pleased to have once more qualified full vaccination is a step towards overcoming for the UEFA Champions League and delighted to this pandemic. have won the DFB Cup in such convincing fashion. We look forward to enjoying football in its purest I would also like to thank the team behind the form again as soon as we can – full of emotion, team. The way we came together to deal with this full of real love and together in the stadium! Hans-Joachim Watzke Thomas Treß Carsten Cramer Managing Director (Chairman) Managing Director Managing Director

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REPORT OF THE SUPERVISORY BOARD Due to the pandemic, Borussia Dortmund GmbH & conclusion under such difficult conditions. We are also Co. KGaA once again looks back on a difficult and thrilled that Borussia Dortmund's second team was challenging 2020/2021 financial year. promoted to the third division in the 2020/2021 season, meaning that the club will now have two men's Borussia Dortmund's financial performance this teams playing professional football in Germany in the 2020/2021 financial year has been severely impacted 2021/2022 season. by the COVID-19 pandemic and the restrictions on public life imposed in its wake. The original The economic impact of the COVID-19 pandemic this assumptions – such as at least a partial return to fan past financial year was considerable. In the attendance at the stadium during matches – have 2020/2021 financial year (1 July 2020 to 30 June failed to materialise, particularly as the result of the 2021), Borussia Dortmund generated revenue of third lockdown. Borussia Dortmund has nevertheless EUR334.2 million (previous year: EUR 370.2 million). managed to limit somewhat the negative impact on Consolidated total operating proceeds (revenue plus earnings thanks in particular to its success in the gross transfer proceeds generated) amounted to UEFA Champions League and the DFB Cup. EUR358.6 million (previous year: EUR 486.9 million). In the financial year ended, the consolidated net loss Given the circumstances, Borussia Dortmund amounted to EUR 72.8 million (previous year: loss of ultimately played a successful season. The team EUR 44.0 million). Consolidated earnings before taxes achieved one of the season's key objectives by once (EBT) amounted to EUR -73.2 million (previous year: again directly qualifying for the group stage of the EUR -46.6 million); consolidated earnings before 2021/2022 UEFA Champions League, even though this interest, taxes, depreciation and amortisation was taxing and challenging for everyone involved, with (EBITDA) amounted to EUR 39.0 million (previous year: most of the matches over the 34 match days played EUR 63.0 million). In the separate financial statements to empty stands due to the special match operations of Borussia Dortmund GmbH & Co. KGaA prepared in imposed in the wake of the pandemic. When the accordance with the German Commercial Code (HGB), sporting objectives looked to be in jeopardy in the first the Company reported a net loss for the year of half of the season, the club decided to replace head EUR76.5 million. In light of this earnings situation, it coach Lucien Favre with Edin Terzic. After gradually is not possible to propose a dividend distribution to finding their rhythm, the team and Edin Terzic's the 2021 Annual General Meeting. coaching staff rediscovered success and rewarded themselves and the entire Borussia Dortmund fan The management and entire staff of Borussia base by winning the DFB Cup. On the heels of an Dortmund have demonstrated that they are up to the unprecedented comeback, the team climbed back to task of managing the effects of the COVID-19 third place in the Bundesliga, thereby directly pandemic even when faced with difficult challenges. qualifying for the group stage of the UEFA Champions Therefore, we owe them all a debt of gratitude. League. The team put on a respectable performance Furthermore, the players, the sporting director and in the 2020/2021 UEFA Champions League, reaching his team, the coaching staff, the managing directors the quarter-finals and thus finishing in the top eight and members of the Supervisory Board also helped in Europe. An extraordinary debt of gratitude is owed to ease the situation by agreeing to forego a portion to the sporting director, his team and the coaches for of their salaries. having brought the 2020/2021 season to a satisfactory Anlage 1.4 / 8 41009653-1376911 8

REPORT OF THE SUPERVISORY BOARD The Supervisory Board unequivocally supports the constituting meeting on 19 November 2020 management's decision, taken in close consultation following the 2020 Annual General Meeting. Due with all of Borussia Dortmund's governing bodies, to the COVID-19 pandemic, of these in total five to reject the plans to create a "Super League" and meetings, two were "virtual" meetings (video and instead, as resolved by the European Club conference calls), one was a "hybrid" meeting (i.e., Association (ECA), to implement the planned some participants attended in person while others reform of the UEFA Champions League beginning participated via video/conference calls) and two in the 2024/2025 season. Borussia Dortmund meetings were purely in-person meetings (due to shared exactly the same stance as all German the virtual Annual General Meeting). Attendance clubs in the ECA, and an overwhelming majority of at the meetings was as follows in the reporting the club's fans, members and shareholders period: supported the decision. - Ms Silke Seidel, Mr Bernd Geske, Mr Ulrich Leitermann, Mr Bodo Löttgen, Dr Reinhold There is no denying the fact that match operations Lunow and Mr Bjørn Gulden attended all five must return to normal and spectators must be meetings (100% attendance rate in each case). allowed back into stadiums in the medium term if - Before stepping down from the Supervisory the Company is to fully return to its business Board on 19 November 2020, Mr Peer model. The pandemic will continue to affect the Steinbrück attended both of the meetings that 2021/2022 season as well. The more spectators had been held prior to that date (100% we can safely welcome back to SIGNAL IDUNA attendance rate). PARK, and the faster we can do so, the sooner we - Mr Christian Kullmann attended four meetings can shed the shackles of the pandemic. This will and sent his apologies for one (80% attendance no doubt require great effort. However, due to the rate). sufficient level of consolidated equity available and - Following her election to the Supervisory Board the Company's long-term focus, Borussia on 19 November 2020, Ms Judith Dommermuth Dortmund is able to shoulder the losses sustained attended two of the meetings following the in financial year 2020/2021. constituting meeting (66.6% attendance rate). - Mr Gerd Pieper attended three meetings and Supervisory Board activity, meetings sent his apologies for two (60% attendance rate). In the 2020/2021 financial year, the Supervisory Board closely monitored the status and Furthermore, two resolutions were also circulated development of the Company and the Group, in and adopted in writing. The resolution on 6 July 2020 particular also in light of the COVID-19 pandemic. concerned the increase in the Company's overdraft It exercised all of the rights and duties incumbent facility, while the resolution on 13 November 2020 upon it by virtue of the law and the Articles of related to the appointment of Deputy Chairman Association. MrChristian Kullmann to chair the Annual General Meeting in accordance with Article 15 (1) of the The Supervisory Board convened four ordinary Articles of Association. meetings during the 2020/2021 financial year (on 7 September 2020, 19 November 2020, 22 All resolutions were adopted in accordance with the February 2021 and 25 May 2021) and one provisions of the Articles of Association and the 41009653-1376911 Anlage 1.4 / 9 9

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund relevant law. All issues are deliberated and all and deliberations formed a basis for this function. resolutions are passed by the full Supervisory Board; The Supervisory Board considers the management the Supervisory Board did not form any committees of the Company to be in compliance with the law and in the reporting year. in proper order, it deems the internal control system, risk management system and internal audit system During the reporting period, the Supervisory Board to be effective, and attests to the Company's received regular, timely and comprehensive oral corporate organisation and economic viability. and written reports from the management within Reports and consultations concerned in particular the meaning of § 90 of the German Stock athletic performance in the 2020/2021 season, the Corporation Act (Aktiengesetz, "AktG"). These reports expected reforms in connection with the German Act focused on the development of the business, the to Strengthen Financial Market Integrity Company's and the Group's liquidity, earnings and (Finanzmarktintegritätsstärkungsgesetz, "FISG") and financial position, corporate planning (specifically, the management's intended stipulations regarding financial, investment and personnel planning), the the proportion of women at the two management risk position and risk management within the levels below the general partner. Company and the Group as well as strategic issues, with the impact of the COVID-19 pandemic In the reporting period, the Supervisory Board also addressed as a specific focus in each case. adopted resolutions on commissioning an external Moreover, the Supervisory Board received written assurance engagement on the Company's separate reports in the intervals between its meetings. non-financial Group report for financial year These reports and the subsequent discussion and 2020/2021 (§ 111 (2) sentence 4 in conjunction with verification thereof also dealt with the interim § 278 (3) AktG). financial reports (i.e., the half-yearly financial report and quarterly financial reports). Moreover, In addition, during the reporting year, the the Chairman of the Supervisory Board was in Supervisory Board reviewed the accounting and regular contact with the management outside of financial reporting, stipulation of the target meetings; he was kept regularly apprised of proportion of women on the Supervisory Board and current developments in the business and major preparations for the Annual General Meeting in the business transactions and advised on strategic and previous year, specifically its proposals for budgetary issues as well as the Company's resolutions and nominations for election for this business development, risk position, risk Annual General Meeting and its approval of the management (including with respect to the general partner's decision to hold the 2020 Annual COVID-19 pandemic) and compliance issues. The General Meeting in virtual form. Part of this review management fulfilled its duty to keep the involved ascertaining the independence of the Supervisory Board informed in a complete, auditor, taking into consideration the additional continuous and timely manner. services rendered by it, prior to resolving to propose it for election. The Supervisory Board's activities The Supervisory Board advised and monitored the also covered the terms of engagement and the fee general partner and its managing directors on the agreement, the audit focal points and engaging the management of the Company. The reports of the auditor elected by the previous year's Annual management and the Supervisory Board's enquiries General Meeting. Anlage 1.4 / 10 41009653-1376911 10

REPORT OF THE SUPERVISORY BOARD 2020/2021 Annual and Consolidated The Supervisory Board concurred with the auditors' Financial Statements findings and, subsequent to its own review work, did The annual financial statements for Borussia not raise any objections. At its meeting on 20 Dortmund GmbH & Co. KGaA and the consolidated September 2021, the Supervisory Board approved financial statements as at 30 June 2021 and the the annual financial statements of Borussia management report for the Company and the Group Dortmund GmbH & Co. KGaA as at 30 June 2021 as management report (each of which comprising the well as the consolidated financial statements as at explanatory report on disclosures made pursuant to 30 June 2021. § 289a (1) and § 315a (1) of the German Commercial Code (Handelsgesetzbuch, "HGB") in the version Moreover, the Supervisory Board performed its own pursuant to Article 83 (1) sentence 2 of the review of the report on relationships with affiliated Introductory Act to the German Commercial Code companies (dependent company report) for the (Einführungsgesetz zum Handelsgesetzbuch, "EGHGB")) 2020/2021 financial year prepared by the general were prepared and submitted in due time by the partner pursuant to § 312 AktG. The dependent management and were audited, along with the company report was also audited by the auditor, who bookkeeping system by the auditor, KPMG AG issued the following opinion: Wirtschaftsprüfungsgesellschaft, Dortmund ("KPMG"), in accordance with the statutory provisions, and were "Having conducted a proper audit and assessment, each issued an unqualified audit opinion. With respect we hereby confirm that to the risk early warning system, the auditor found 1. the factual information in the report is correct that the management had taken the appropriate 2. the consideration paid by or to the Company in measures as required under § 91 (2) AktG, particularly connection with the legal transactions listed in with respect to establishing a monitoring system the report was not inappropriately high." suited towards identifying risks early on which may jeopardise the Company as a going concern. The auditor's report on the audit of the dependent company report had also been submitted to the The annual and consolidated financial statements, Supervisory Board. These documents were the management report for the Company and the discussed and reviewed by the Supervisory Board Group management report containing the risk report at the aforementioned meeting, with the auditor and and the corresponding audit reports were submitted the management in attendance. Upon concluding to all members of the Supervisory Board in due time. its review, the Supervisory Board did not raise any These documents were discussed in detail, explained objections to the declaration by the general partner and reviewed by the Supervisory Board at a meeting at the conclusion of the dependent company report. on 20 September 2021, with the management and The Supervisory Board noted with approval the the auditors and representatives attending. At that findings of the audit of the dependent company meeting, the auditors reported on and discussed the report by the auditor. key findings of their audit, including those relating to the accounting-related internal control and risk The Borussia Dortmund Group is also required to management system. The auditor and the prepare a separate report on the non-financial management responded to questions raised by the aspects of its activities for the 2020/2021 financial Supervisory Board. year. In line with the statutory options and as in the 41009653-1376911 Anlage 1.4 / 11 11

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund three preceding financial years, the general partner Moreover, the Supervisory Board proposes ratifying has chosen to prepare a separate non-financial the actions of the general partner, Borussia Group report pursuant to § 315b (3) HGB that is not Dortmund Geschäftsführungs-GmbH, for the part of the Group management report, and to make 2020/2021 financial year. this permanently available on the Company's website. The Supervisory board engaged KPMG to Corporate governance provide limited assurance over the separate Group The Supervisory Board and the management of the non-financial statement. KPMG issued a limited general partner also dealt with issues of corporate assurance report based on this engagement. This governance during the reporting period. means that, based on the work it performed and the evidence it obtained, nothing had come to The members of the Supervisory Board were and KPMG's attention that caused it to believe that the are provided with appropriate assistance upon separate non-financial Group report for the period taking up their positions and when participating from 1 July 2020 to 30 June 2021 had not been in further or continuing education. For instance, prepared, in all material respects, in accordance the Company organised a continuing education with § 315b and § 315c, in conjunction with § 289c course for the Supervisory Board during the to §289e HGB. The separate non-financial Group reporting period on the accounting particularities report and the review report prepared by KPMG of publicly traded football companies. All members were presented to the Supervisory Board. After of the Supervisory Board were also given access discussing the topic at its meeting convened to to inspect the Company's athletic, training and approve the financial statements on 20 September other facilities and match operations in line with 2021, the Supervisory Board concurred with the pandemic-related rules and regulations. Since findings of KPMG's limited assurance engagement September 2020, all members of the Supervisory and raised no objections to the separate Board have been provided with a trade journal non-financial Group report based on the findings (including online content) for educational of its own review. purposes. The Supervisory Board proposes to the Annual The current Declaration of Conformity was adopted General Meeting that the annual financial statements at the same time as the resolution on this report and as at 30 June 2021 be adopted. In the annual financial relates to the German Corporate Governance Code in statements (separate financial statements) prepared the version dated 16 December 2019, which was in accordance with German commercial law (HGB) published in the Federal Gazette (Bundesanzeiger) on as at 30 June 2021, the Company reported a net loss 20 March 2020. The full declaration is permanently for the year of EUR 76,478,856.69 and net available online at http://aktie.bvb.de/eng, under accumulated losses of EUR 126,141,140.59. This "Corporate Governance". Additional disclosures and earnings situation means that the general partner explanations in this regard are made in the corporate and the Supervisory Board are not able to make a governance declaration, including on the Supervisory proposal to the Annual General Meeting on the Board's self-assessment of its tasks and work that it appropriation of net profit, or to recommend that it conducted in the reporting year. resolve to distribute a dividend. Anlage 1.4 / 12 41009653-1376911 12

REPORT OF THE SUPERVISORY BOARD Personnel matters Consequently, at its meeting on 20 September 2021, Mr Peer Steinbrück left the Supervisory Board at the the Supervisory appointed Mr Christian Kullmann, close of the Annual General Meeting on 19 November who had been the Deputy Chairman since the end of 2020. The Supervisory Board would like to take this August 2019, as Chairman of the Supervisory Board opportunity to sincerely thank him for his nearly ten and Mr Ulrich Leitermann as Deputy Chairman of the years of service on the Board. The Supervisory Board Supervisory Board, in each case with effect from 25 thoroughly enjoyed working with Mr Steinbrück. His September 2021. acumen and advice was universally appreciated. The Supervisory Board would like to express its The Annual General Meeting on 19 November 2020 gratitude to the management, the Works Council and elected Ms Judith Dommermuth as a new member all employees for their enduring commitment and to the Supervisory Board and re-elected all other hard work, particularly when faced with the massive members of the Supervisory Board in office during challenges posed by the COVID-19 pandemic. the reporting year. The Supervisory Board also wishes to thank Borussia In March 2021, the Executive Committee of Dortmund's business partners, shareholders and the Advisory Board of Borussia Dortmund fans for their trust. Geschäftsführungs-GmbH and Chairman of the management, Hans-Joachim Watzke, agreed to extend his existing service agreement (originally set Dortmund, 20 September 2021 to expire on 31 December 2022) until 31 December 2025. Agreement was likewise reached with The Supervisory Board Managing Directors Thomas Treß and Carsten Cramer to extend their service agreements (originally Christian Kullmann set to expire on 30 June 2022 in each case) until 30 Deputy Chairman June 2025 in each case. The Supervisory Board welcomes this continuity in the management team in these particularly challenging times during the pandemic and looks forward to continuing its working relationship with the management team. On 26 August 2021, Mr Gerd Pieper, who joined the Supervisory Board on 25 November 2003 and became its chairman on 2 November 2004, resigned from the Supervisory Board for health reasons, effective as at the end of 24 September 2021. 41009653-1376911 Anlage 1.4 / 13 13

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund EXECUTIVE BODIES BV. BORUSSIA 09 e.V. DORTMUND Chairman Dr. Reinhard Rauball President Gerd Pieper Vice President Dr. Reinhold Lunow Treasurer BORUSSIA DORTMUND GmbH & Co. KGaA Supervisory Board Gerd Pieper Chairman Retired; former Managing Director of Stadt-Parfümerie Pieper GmbH, Herne Peer Steinbrück (until 19 November 2020) Senior Advisor to the Management Board of ING-DiBa AG, Frankfurt am Main Bernd Geske Managing partner of Bernd Geske Lean Communication, Meerbusch Christian Kullmann Deputy Chairman Chairman of the Executive Board of Evonik Industries AG, Essen Ulrich Leitermann Chairman of the Managing Boards of group parent companies of the SIGNAL IDUNA Group, Dortmund Bjørn Gulden Chief Executive Officer of PUMA SE, Herzogenaurach Dr. Reinhold Lunow Medical Director of Praxisklinik Bornheim, Bornheim Silke Seidel Senior Executive at Dortmunder Stadtwerke Aktiengesellschaft and Managing Director of Hohenbuschei Beteiligungsgesellschaft mbH, Westfalentor 1 GmbH and Dortmund Logistik GmbH, all in Dortmund Bodo Löttgen Chair of the CDU parliamentary group in the state parliament of North Rhine-Westphalia, detective chief inspector (Kriminalhauptkommissar) (ret.), public administration graduate Judith Dommermuth (since 19 November 2020) Managing partner of JUVIA Verwaltungs GmbH, Cologne BORUSSIA DORTMUND GESCHÄFTSFÜHRUNGS-GmbH Management Hans-Joachim Watzke Managing Director (Chairman) Thomas Treß Managing Director Carsten Cramer Managing Director Anlage 1.4 / 14 41009653-1376911 14

EXECUTIVE BODIES/CORPORATE STRUCTURE CORPORATE STRUCTURE BORUSSIA DORTMUND GmbH & Co. KGaA 100.00% BVB Stadionmanagement GmbH 100.00% BVB Merchandising GmbH 100.00% BVB Event & Catering GmbH 100.00% besttravel dortmund GmbH 100.00% BVB Asia Pacific Pte. Ltd. 100.00% BVB Fußballakademie GmbH 33.33% Orthomed Medizinisches Leistungs-und Rehabilitationszentrum GmbH 41009653-1376911 Anlage 1.4 / 15 15

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund THE SHARES of Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund SHARE PRICE PERFORMANCE During the reporting period for the 2020/2021 from the same date) and as such the news did not financial year (1 July 2020 to 30 June 2021), the adversely affect the share price, which closed at performance of BVB shares was adversely EUR 5.70 on 17 August 2020. It lost ground slightly influenced primarily by the ongoing effects of the thereafter. The shares traded at EUR 5.61 on 31 SARS-CoV-2 (COVID-19) pandemic, which could August 2020. The share price recovered in the first not be adequately offset by the Company's positive half of September. BVB shares traded at EUR 5.72 sport-related and business announcements on 1 September 2020, EUR 5.84 on 7 September (unless indicated otherwise, the following data is 2020, EUR 5.85 on 15 September 2020 and EUR based on the closing price of shares in XETRA 6.28 on 16 September 2020. This was mainly due trading in shares of Borussia Dortmund; where to the opening win in the DFB Cup and the prospect necessary, figures have been rounded up to the of some fans returning to matches (see corporate nearest hundredth). news dated 15 September 2020). However, initial reports that the pandemic was worsening then led The shares in Borussia Dortmund GmbH & Co. to adverse market developments in general and a KGaA kicked off the new 2020/2021 financial year slide in Borussia Dortmund's share price in at EUR 5.97 on 1 July 2020 (previous year: EUR particular. BVB shares traded at EUR 5.70 on 21 8.61) and fluctuated between EUR 5,55 and September 2020, EUR 5.55 on 24 September 2020, EUR6.07 throughout the month of July 2020. On 4 EUR 5.42 on 28 September 2020 and EUR 5.13 on August 2020, the Company announced that the 30 September 2020. Bundesliga had adopted an initial uniform set of guidelines to allow a limited number of fans back This pandemic-induced trend then continued. BVB into stadiums in the 2020/2021 season. On that shares traded at EUR 5.03 on 1 October 2020, EUR day, the shares were trading at EUR 5.70. On 17 4.76 on 14 October 2020, EUR 4.42 on 16 October August 2020, the Company announced the 2020 and EUR 4.39 on 20 October 2020. Four preliminary figures for the 2019/2020 financial Bundesliga wins and two wins (as well as a loss) year (see ad hoc disclosure from the same date) in the UEFA Champions League did little to reverse and consolidated total operating proceeds this trend. On 30 October 2020, BVB shares were (revenue plus gross transfer proceeds generated) listed at EUR 4.21 and on 2 November 2020 at of EUR 486.9 million (previous year: EUR 489.5 EUR4.33. The share price then began to recover million). In the financial year ended, the slightly. On 6 November 2020, Borussia Dortmund consolidated net loss amounted to EUR 44.0 GmbH & Co. KGaA released the preliminary first million (previous year: profit of EUR 17.4 million). quarter figures for financial year 2020/2021 (see The Company had already issued an earnings ad hoc disclosure from the same date). Shares outlook on 29 June 2020 (see ad hoc disclosure in BVB traded at EUR 4.66 on the same date, 16

THE SHARES EUR 5.17 on 9 November 2020, EUR 5.31 on 16 winning streak and the positive figures for the first November 2020, EUR 5.38 on 19 November 2020, half of the year. The BVB shares traded at EUR 5.18 the day of the virtual 2020 Annual General Meeting, on 1 February 2021. On 8 February 2021, the EUR 5.68 on 23 November 2020 and EUR 5.95 on Company published the preliminary semi-annual 27 November 2020. The team then produced figures (see ad hoc disclosure from the same date), inconsistent performances on the pitch in the announcing that it had generated positive earnings month of December 2020. While in the end the in the second quarter of the financial year despite team remained in the running across all the ongoing COVID-19 pandemic and the related competitions going into the winter break, lockdown measures. Consolidated total operating unsatisfactory results in the Bundesliga, including proceeds amounted to EUR 190.3 million in the the unexpected and resounding 1:5 defeat to VfB first half of the financial year (previous year: EUR Stuttgart, unfortunately led to head coach Lucien 297.4 million). In the first half of the financial year, Favre being released on 13 December 2020 and the consolidated net loss amounted to EUR 26.3 replaced by his assistant coach Edin Terzic. Shares million (previous year: profit of EUR 3.0 million). traded at EUR 5.71 on 1 December 2020, EUR 5.88 On this and the following trading day, BVB's shares on 9 December 2020 after the team advanced to closed at EUR 5.14. On 15 February 2021, Borussia the round of 16 of the UEFA Champions League, Dortmund announced that Marco Rose would be EUR 5.62 on 11 December 2020, EUR 5.47 on 14 the new head coach beginning in the 2021/2022 December 2020, the day after head coach Lucien season (see corporate news from the same date). Favre was released, EUR 5.36 on 21 December The share price jumped on the heels of this news 2020 and EUR 5.46 on 23 December 2020 after the and continued to increase. BVB shares traded at team advanced to the round of 16 of the DFB Cup. EUR 5.23 on 12 February 2021, EUR 5.33 on 15 The BVB shares ultimately closed out the 2020 February 2021, EUR 5.38 on 22 February 2021 and calendar year at EUR 5.44 on 30 December 2020. EUR 5.52 on 26 February 2021. The share price initially rose significantly as the team advanced to The shares of Borussia Dortmund kicked off the the quarter-finals of the UEFA Champions League new 2021 calendar year at EUR 5.39 on 4 January and the Company published positive business 2021 after the team won its first match in the announcements at the end of the reporting period, second half of the Bundesliga season on 3 January before declining again in March 2021. BVB shares 2021. Following another win, the share price traded at EUR 5.64 on 1 March 2021, EUR 5.75 on climbed to EUR 5.80 on 12 January 2021. However, 4 March 2021, EUR 6.00 on 9 March 2021, EUR 5.91 the shares traded at EUR 5.14 on 29 January 2021 on 16 March 2021, EUR 5.80 on 19 March 2021 and following a draw and two losses. The share price EUR 5.53 on 22 March 2021. On 29 March 2021, the recovered in February 2021 on the heels of a Company announced that the service agreements 17

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund that day. The BVB shares traded at EUR 5.96 on 13 of the managing directors Hans-Joachim Watzke, Thomas Treß and Carsten Cramer had in each case May 2021. After winning the DFB Cup that evening, been extended by three years (see ad hoc they then traded at EUR 6.33 the following day, 14 disclosure from the same date). The market May 2021. After the Bundesliga season was responded positively to this announcement. On the completed under the special conditions governing same day, BVB shares traded at EUR 5.46, at EUR the special match operations, the Company on 25 5.56 on the following day, and at EUR 5.43 on 31 May 2021 published an outlook of the key earnings March 2021. figures for the 2020/2021 financial year and announced, among other things, that Borussia The BVB shares listed at EUR 5.48 on 1 April 2021. Dortmund expected to report consolidated EBITDA Following defeat at the hands of a direct of approximately EUR 33.0 million and a Bundesliga rival in the battle to secure automatic consolidated net loss of approximately EUR 75 qualification for the UEFA Champions League and million for the overall 2020/2021 financial year with the team a sizeable seven points short of (see ad-hoc disclosure from the same date). On fourth place in the table, the share price dropped that day, the BVB shares traded at EUR 6.11. BVB to EUR 5.27 on 6 April 2021 and EUR 5.19 on 7 April shares traded at EUR 6.12 on 26 May 2021, EUR 2021. The share price then rebounded gradually 6.01 on 1 June 2021, EUR 6.17 on 4 June 2021 and as the club won the first of what turned out to be reached their high for the reporting period of EUR a run of victories culminating in the qualification 6.54 on 10 June 2021. The reporting period ended for the UEFA Champions League. BVB shares with BVB's shares trading at EUR 6.22 on 30 June traded at EUR 5.26 on 12 April 2021, EUR 5.42 on 2021 (previous year: EUR 5.78). 15 April 2021, EUR 5.68 on 22 April 2021 and EUR 5.83 on 30 April 2021. This positive trend then continued into May 2021. The BVB shares traded at EUR 5.73 on 7 May 2021. On 10 May 2021, the Company announced its preliminary figures for the third quarter (see ad hoc disclosure from the same date), with BVB's shares trading at EUR 5.96 18

THE SHARES Share price performance (in EUR) 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0 01/07/2020 01/08/2020 01/09/2020 01/10/2020 01/11/2020 01/12/2020 01/01/2021 01/02/202101/03/2021 01/04/2021 01/05/2021 01/06/202130/06/2021 Revenue (Shares) 2,000,000 1,750,000 1,500,000 1,250,000 1,000,000 750,000 500,000 250,000 0 01/07/2020 01/08/2020 01/09/2020 01/10/2020 01/11/2020 01/12/2020 01/01/2021 01/02/202101/03/2021 01/04/2021 01/05/2021 01/06/202130/06/2021 19

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund SHARE CAPITAL AND SHAREHOLDER STRUCTURE Borussia Dortmund GmbH & Co. KGaA's share • Evonik Industries AG: 9.83% capital amounts to EUR 92,000,000.00 divided into • Bernd Geske: 9.35% the same number of no-par value shares. Based on • Ballspielverein Borussia 09 e.V. Dortmund: 5.53% the voting rights notifications we have received, the • SIGNAL IDUNA: 5.43% shareholder structure of Borussia Dortmund GmbH • Ralph Dommermuth Beteiligungen GmbH: 4.99%* & Co. KGaA was as follows as at 30 June 2021: • PUMA SE: 4.99%* • Free float: 69.86% * The shareholdings of these shareholders are formally included in the free float. SHAREHOLDINGS BY MEMBERS OF GOVERNING BODIES As at 30 June 2021, one member of management Members of management and the Supervisory held 7,045 no-par value shares in the Company. As Board hold a total of 8,609,054 no-par value shares, at the same date, the members of the Supervisory which corresponds to more than 1% of the shares Board held a total of 8,602,009 no-par value shares. issued by Borussia Dortmund GmbH & Co. KGaA. INVESTOR RELATIONS The objective of our Company's Investor Relations We therefore use online communication as our main organisation is to obtain an appropriate valuation of form of communications, as this offers the best basis BVB shares on the capital market. This is achieved for providing all interested parties with equal access by pursuing ongoing and open communication with to up-to-date information. Because this information all market participants. Investor Relations forms an is highly pertinent, Borussia Dortmund maintains ideal interface between institutional investors, an investor relations webpage, "BVB Share" which financial analysts and private investors. The is available online at www.bvb.de/aktie and Company seeks to justify the confidence placed in it http://aktie.bvb.de/eng. All annual and interim by investors and the public through immediate and financial reports are available for download at this transparent communication of its financial results, site. Mandatory disclosures and announcements business transactions, strategy, and risks and under capital market law, such as ad hoc disclosures, opportunities. We are committed to communications corporate news, and manager transactions (formerly principles such as openness, continuity, equal directors' dealings) are published here in a timely treatment and credibility, which make it possible to manner. At the same time, our service provider, EQS develop a long-term rapport based on trust with Group AG (DGAP), Munich, ensures that these notices market participants and to ensure a true and fair are distributed throughout Europe. Further detailed view of the Company. information, such as investor presentations and 20

THE SHARES in-depth information on implementing the (organised via Berenberg), and on 26/27 May 2021 recommendations of the German Corporate for the virtual Roadshow Europe & UK (organised Governance Code, is provided on our website. The via Berenberg). information is available in German and, for the most part, in English as well. The Company is also pleased to be included in the research coverage of the following firms: Another objective of ours in financial year 2020/2021 was to continue to foster communication with the • Frankfurt Main Research AG, Frankfurt am Main capital markets. The Annual Press Conference on Most recent research update: 6 July 2021, the preliminary figures of the 2019/2020 financial Recommendation: "Buy" (previously: "Buy") year was held in Dortmund on 17 August 2020. The • Joh. Berenberg, Gossler & Co. KG ("Berenberg"), Company also held an analyst conference on the Hamburg same day in Frankfurt am Main. Both of these were Most recent research update: 19 May 2021, held as "hybrid" events with a limited number of Recommendation: "Buy" (previously: "Buy") attendees. The Company also held group and • Stifel Europe Bank AG, Frankfurt am Main one-on-one conference calls or online meetings (due Most recent research update: 10 May 2021, to the pandemic) with representatives of the capital Recommendation: "Hold" (previously: "Hold") market during the reporting period, for instance as • Edison Research Investment Ltd., London, UK part of the Equity Forum on 16 November 2020 in Most recent research update: 10 February 2021, Frankfurt am Main, and took part in roadshows (via Recommendation: "n/a" online meetings) in Munich on 22 September 2020 • GSC Research GmbH, Düsseldorf (organised via Berenberg), in London on 14/15 Most recent research update: 16 November October 2020 (organised via Edison), in Madrid on 2020, Recommendation: "Buy" (previously: "n/a") 12 November 2020 and in London on 30 November 2020 (in each case organised via Berenberg), in Individual studies and research updates that our Israel on 1 December 2020 (organised via Edison), Company is entitled to publish are available online in the United States on 10 December 2020 at www.bvb.de/aktie and http://aktie.bvb.de/eng (organised via Stifel), on 17 March 2021 for the under "BVB Share", sub-heading "Capital Market View". Berenberg Virtual DACH & Nordic Conference (organised via Berenberg), on 23 March 2021 for the Stifel Europe Bank AG (previously MainFirst Bank Edison Virtual Roadshow, USA (organised via AG) was our Company's designated sponsor during Edison), on 11 May 2021 for the Stifel Virtual the reporting period. Roadshow, Europe (organised via Stifel), on 18 May 2021 for the Berenberg Tarrytown Conference, USA 21

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund CORPORATE GOVERNANCE REPORTING Our Company believes it is essential for corporate preservation of shareholder interests, and open and governance to be clearly structured and effective. transparent corporate communications are vital Corporate governance embodies a responsible and aspects of sound corporate governance. This is the transparent system of checks and balances designed guiding principle for the Company's Supervisory Board to ensure a continued focus on sustainable value and for the management of Borussia Dortmund creation. Efficient cooperation between the Geschäftsführungs-GmbH in its capacity as the general management and the Supervisory Board, the partner of Borussia Dortmund GmbH & Co. KGaA. GENERAL INFORMATION ON CORPORATE GOVERNANCE AT BORUSSIA DORTMUNDGmbH & Co. KGaA German stock corporation law sets out the statutory The Code is generally reviewed once annually and framework of corporate governance. Pursuant to § amended as required. It reflects basic statutory 161 AktG, the executive board and the supervisory guidelines concerning the management and board of a listed company are required to submit supervision of listed German companies as well as each year a declaration as to whether and to what internationally and nationally recognised standards extent that company has complied (retrospective) for sound and responsible corporate governance. In or will comply (forward-looking) with the addition to formulating best practices for recommendations of the "Government Commission management, the Code is intended to ensure that of the German Corporate Governance Code" corporate governance in Germany is transparent contained in the German Corporate Governance and open to scrutiny and to promote confidence in Code as published in the official section of the the management and supervision of listed German electronic Federal Gazette. Although companies companies amongst international and national may opt to deviate from the Code, they are then investors, customers, employees and the public. obligated to disclose this on an annual basis, providing an explanation for their non-compliance A large number of the Code's recommendations ("comply or explain"). This option exists to ensure (expressed using the word "shall") are intended that companies are able to meet industry- or exclusively for German stock corporations company-specific requirements. A well-founded (Aktiengesellschaft, "AG"), meaning that they are deviation from a recommendation of the Code may either not applicable at all or must at best be applied be in the interest of sound corporate governance. mutatis mutandis to partnerships limited by shares (Kommanditgesellschaft auf Aktien, "KGaA"), i.e., our Company as well. 22 Anlage 1.4 / 22 41009653-1376911

CORPORATE GOVERNANCE REPORTING A KGaA is a hybrid corporate form combining its consent on behalf of the general partner. elements of a German stock corporation and a Rather, such rights and duties are vested in limited partnership (Kommanditgesellschaft). It is a the governing bodies of Borussia Dortmund separate legal entity whose share capital is divided Geschäftsführungs-GmbH, namely its into shares which are held by at least one Advisory Board and the Executive Committee shareholder (the general partner) that has unlimited created by the Advisory Board. liability against creditors of the Company and limited partners (Kommanditaktionäre) that are not • Additional features specific to the KGaA's personally liable for the debts of the company (§278 Annual General Meeting are set forth (1) AktG). primarily in §§ 285 and 286 (1) AktG and in the Company's Articles of Association. The key differences between a KGaA and a German stock corporation can be characterised as follows: As a consequence, a Declaration of Conformity in accordance with § 161 AktG must be submitted by • Borussia Dortmund GmbH & Co. KGaA does the management of the general partner and the not have an executive board. Instead, the Supervisory Board of Borussia Dortmund GmbH & general partner, Borussia Dortmund Co. KGaA, taking into account the specific Geschäftsführungs-GmbH, is solely responsible characteristics of the KGaA's legal form and the for its management and representation. provisions of the Articles of Association. This German limited liability company (Gesellschaft mit beschränkter Haftung, "GmbH") In our assessment, the following recommendations is in turn represented by one or more of the Code are not applicable (including mutatis managing directors; its sole shareholder is mutandis) to the specific characteristics of the KGaA Ballspielverein Borussia 09 e.V. Dortmund. legal form and the provisions of the Company's Articles of Association: • The rights and duties of the KGaA's Supervisory Board, which is appointed by the • The Code makes various recommendations Annual General Meeting, are limited. to the Supervisory Board in respect of Specifically, it has no authority to appoint and executive board remuneration, namely G.4, dismiss Managing Directors of Borussia G.8 and G.13 of the Code. The Code makes a Dortmund Geschäftsführungs-GmbH or to large number of other recommendations to stipulate the terms of their service the Supervisory Board in respect of the agreements. Nor is the Supervisory Board remuneration system for executive board authorised to adopt internal rules of members and/or the structure of their procedure or a list of transactions requiring individual remuneration. As follows from the 41009653-1376911 Anlage 1.4 / 23 23

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

CORPORATE GOVERNANCE REPORTING responsibility of the Managing Directors of • We consider the President of the Executive the Company and – given that the Committee, Dr Reinhard Rauball, who addresses Supervisory Board has no authority to the remuneration of the Managing Directors of appoint or dismiss personnel – the Executive Borussia Dortmund Geschäftsführungs-GmbH, Committee of Borussia Dortmund to be independent within the meaning of the Geschäftsführungs-GmbH. This planning recommendation C.10 of the Code. takes place in regular dialogue between the management and the Executive Committee, • In application mutatis mutandis of the which determine profiles of skills and recommendation D.7 of the Code, a regular expertise for management personnel based time slot is reserved at Supervisory Board on the corporate strategy and internal meetings for discussions without the corporate structure and management, and Managing Directors of the general partner. monitor relevant internal and external candidates. In this respect, scouting is • Given that the Supervisory Board has no authority something we use not just to find talented to appoint and dismiss Managing Directors new footballers, but also in our human of Borussia Dortmund Geschäftsführungs- resource planning. Efforts are also ongoing GmbH or to stipulate the terms of their within the Company to nurture up-and-coming service agreements, not it but rather the management talent, for example by means of Executive Committee of Borussia Dortmund further education. The Company can also rely Geschäftsführungs-GmbH is responsible for on its network and on outside service consenting to sideline activities of the Managing providers where necessary to recruit Directors of the general partner within the externally. The Executive Committee also acts meaning of recommendation E.3 of the Code. to ensure sufficient diversity when staffing the management. The Declaration of Conformity must be made permanently available to shareholders on the • In the case of the first-time appointment of Company's website. It is published on the investor Managing Directors of Borussia Dortmund relations website, http://aktie.bvb.de/eng, under Geschäftsführungs-GmbH, the Executive "Corporate Governance". In addition, the Declaration Committee follows the recommendation B.3 of Conformity submitted in September 2021, as of the Code, whereby executive board reproduced below, is an integral part of this members at stock corporations should be corporate governance declaration. appointed for a maximum of three years. 41009653-1376911 Anlage 1.4 / 25 25

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund While the Company's corporate governance report The previous year's Annual General Meeting was presented here is published as part of the corporate convened in due and proper form and held on 19 governance declaration (on the Company's website November 2020 as a virtual Annual General Meeting http://aktie.bvb.de/eng under "Corporate Governance" without the physical presence of the limited liability / "Corporate governance declaration"), the corporate shareholders or their proxies. In compliance with governance reports for the 2017/2018 and previous the German Corporate Governance Code, the reports financial years were published in the annual reports for and documents required by law were made the respective financial years. These are available on available for inspection; these were given to the our investor relations website http://aktie.bvb.de/eng, limited liability shareholders upon request and were under "Publications". published on the Company's website together with the agenda. The resolutions on all agenda items were approved, with votes in favour ranging Transparency between 87.11% and 99.97% of the votes cast. The Company provides the limited liability shareholders, shareholders' associations, financial The next Annual General Meeting of Borussia analysts and the general public regular notifications Dortmund GmbH & Co. KGaA will take place on 2 regarding the position of the Company and on December 2021. Given the COVID-19 pandemic, this material business developments. is expected to be held as a virtual Annual General Meeting without the physical presence of the limited In particular, we publish ad hoc disclosures and liability shareholders or their proxies. corporate news on our website, as well as voting rights notifications and managers' transactions The half-yearly and other interim financial reports notifications submitted to us, information on the shall be published at the intervals recommended in shareholder structure, the current version of the the Code. The Company will provide further details Articles of Association and the financial calendar. via ad hoc announcements. The consolidated financial statements, the Group management report and the The financial calendar includes the dates for key interim financial reports are prepared in accordance Company events, and can be accessed online at with International Financial Reporting Standards http://aktie.bvb.de/eng, under "Financial Calendar". (IFRSs) as adopted by the member states of the EU. The annual financial statements and management As in previous years, the Annual Press Conference report of Borussia Dortmund GmbH & Co. KGaA were on the "preliminary" figures of the previous financial and will continue to be prepared in accordance with year will be streamed live so that the general public the provisions of the German Commercial Code may watch the conference online in real time. (Handelsgesetzbuch, "HGB") and the German Stock Corporation Act (Aktiengesetz, "AktG"). 26 Anlage 1.4 / 26 41009653-1376911

CORPORATE GOVERNANCE REPORTING Our Company stands for more than "just" football The Notes to the financial statements and the and takes its corporate social responsibility into management report contain disclosures on the account. A first, voluntary sustainability report remuneration of the general partner and the covered the 2016/2017 financial year, i.e. the period members of the Supervisory Board, and the Annual from 1 July 2016 to 30 June 2017, and was based Report contains disclosures on the ownership of on the Global Reporting Initiative (GRI) Standards Company shares by the general partner and (Core option). The sustainability reports for members of its management and by the members subsequent financial years (i.e., from the 2017/2018 of the Supervisory Board. Due to the specific financial year onwards) also contain a separate characteristics of the KGaA legal form, there is non-financial Group report in accordance with § currently no obligation to disclose the remuneration 315b (3) HGB, and many of the aspects it covers and of individual Managing Directors of the general disclosures it contains also relate to compliance and partner of the Company, Borussia Dortmund risk management. The sustainability reports are Geschäftsführungs-GmbH, as would normally be published online at https://aktie.bvb.de/eng under the case for the members of the executive boards "Corporate Governance"/"Sustainability Report". of listed German stock corporations. Nonetheless, as referred to above we have presented the Moreover, we publish analysts' recommendations and remuneration of individual Managing Directors in research studies on our website http://aktie.bvb.de/eng, the notes to the annual and consolidated financial under "BVB Share"/"Capital Market View", in order to statements on a voluntary basis. facilitate communication with market participants. Customers, fans and the public alike can also find additional information on the Company – including e.g. CVs and overviews of the key duties of Supervisory Board members as well as further information on the managing directors of the general partner – at http://aktie.bvb.de/eng. A considerable number of publications on our website have been and will continue to be made available in English. 41009653-1376911 Anlage 1.4 / 27 27

BORUSSIA DORTMUNDGmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund Dortmund, 20 September 2021 On behalf of the Supervisory Board Christian Kullmann Deputy Chairman On behalf of Borussia Dortmund Geschäftsführungs-GmbH Hans-Joachim Watzke Thomas Treß Carsten Cramer Managing Director (CEO) Managing Director Managing Director 28 Anlage 1.4 / 28 41009653-1376911

CORPORATE GOVERNANCE REPORTING DECLARATION OF CONFORMITY by the management and by the Supervisory Board of Borussia Dortmund GmbH & Co. KGaA in accordance with § 161 AktG dated 20 September 2021 In accordance with § 161 of the German Stock to report violations of the law or internal Company Corporation Act (Aktiengesetz, "AktG"), the guidelines, including where necessary in management of the general partner (Borussia confidence, were considered sufficient and Dortmund Geschäftsführungs-GmbH) and the reasonable. Nevertheless, an institutionalised Supervisory Board of Borussia Dortmund GmbH & whistleblower system for Group employees and Co. KGaA declare that since the last Declaration of third parties will now be put in place during the Conformity was submitted on 7 September 2020, second half of the 2021/2022 financial year. The Borussia Dortmund GmbH & Co. KGaA complied and requisite preparations have already been made to will continue to comply with the recommendations put the system in place. of the German Corporate Governance Code (the "Code") in the version dated 16 December 2019 Re recommendation B.4: As in the past, the (published in the Federal Gazette (Bundesanzeiger) Executive Committee of Borussia Dortmund on 20 March 2020), with the exception of the Geschäftsführungs-GmbH will continue to decide following deviations (please note that numerous on the reappointment of its Managing Directors, recommendations of the Code, in particular those including, even in the absence of special pertaining to the remuneration system for executive circumstances, prior to the end of one year before board members and/or executive board pay, are not the end of the existing term of appointment. Given applicable due to the specific characteristics of our the specific features of the KGaA legal form and due Company's legal form as a partnership limited by to the desire for greater flexibility, it is not shares (Kommanditgesellschaft auf Aktien, "KGaA"); considered practicable to make any staffing the respective disclosures and explanations are decision based solely on timing and circumstances. given in the corporate governance declaration): Re recommendation B.5: As in the past, the Re recommendation A.2 sentence 2 first half- Executive Committee of Borussia Dortmund sentence: In accordance with this recommendation, Geschäftsführungs-GmbH will continue to make appropriate measures must be in place that allow decisions as to age limits for the Managing employees to report any violations of the law within Directors of the general partner for upcoming the Company, without fear of retaliation. No formal (re-)appointments of Managing Directors, without whistleblower system was put in place at our generally stipulating an age limit to that extent. It is Company to date because the other opportunities not considered practicable to set any age limits. 41009653-1376911 Anlage 1.4 / 29 29

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

CORPORATE GOVERNANCE REPORTING Dortmund, 20 September 2021 On behalf of the Supervisory Board Christian Kullmann Deputy Chairman On behalf of Borussia Dortmund Geschäftsführungs-GmbH Hans-Joachim Watzke Thomas Treß Carsten Cramer Managing Director (CEO) Managing Director Managing Director 31