Borussia Dortmund GmbH Kommanditgesellschaft auf Aktien : Corporate Governance declaration 2022

BORUSSIA DORTMUND GmbH & Co.	CORPORATE GOVERNANCE DECLARATION
Kommanditgesellschaft auf Aktien, Dortmund

CORPORATE GOVERNANCE DECLARATION

The management of the general partner, Borussia Dortmund Geschäftsführungs-GmbH, of Borussia Dortmund GmbH & Co. KGaA (hereinafter "Company") has submitted the following corporate governance declaration for the financial year from 1 July 2021 to 30 June 2022 in accordance with § 289f and §315d of the German Commercial Code (Handelsgesetzbuch, "HGB").

This corporate governance declaration comprises:

• disclosures on corporate governance practices, and
• descriptions of the working principles of the management of the general partner, the Supervisory Board and further governing bodies,
• stipulations regarding the proportion of women on the supervisory board and on the two management levels below the general partner in accordance with § 278 (3) in conjunction with § 76 (4) sentences 1 to 3 and § 111 (5) sentences 1 to 3 of the German Stock Corporation Act (Aktiengesetz, "AktG"),

• other corporate governance reporting in accordance with principle 22 of the German Corporate Governance Code (the "Code") in the current version dated 28 April 2022, as published in the Federal Gazette (Bundesanzeiger) on 27 June 2022 ("2022 Code"), as well as
• the Declaration of Conformity in accordance with § 161 AktG.

It is made permanently available for inspection at the Company's website http://aktie.bvb.de/eng under "Corporate Governance"/"Corporate governance declaration". In addition, where information is publicly available on the Company's website, reference is made to this not only to the extent required by law but also to present this information as clearly and concisely as possible.

CORPORATE GOVERNANCE PRACTICES

The management conducts the business of the Company in accordance with the applicable statutes, the Articles of Association and other relevant provisions. It works to ensure that Group companies comply with statutory and regulatory provisions as well as with internal Company guidelines. Unless otherwise disclosed in the declaration of conformity, the management and the Supervisory Board follow the recommendations of the German Corporate Governance Code. The business of Borussia Dortmund GmbH & Co. KGaA is managed with the objective of creating sustainable added value in the interests of the Company. The management sets the Company's strategic course in consultation with the

Supervisory Board and ensures that the strategies adopted are implemented. Our corporate culture rests on the pillars of sustainability, integrity and sound corporate leadership. These inform our dealings with customers, suppliers, employees, limited liability shareholders and the Company as a whole. The management is responsible for defining and communicating its strategic objectives. We rely on our executives and employees to demonstrate a sense of responsibility and initiative when carrying out their functions, and have agreed clear management principles with them. We define and agree to clear objectives and regularly review the progress made in realising them.

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BORUSSIA DORTMUND GmbH & Co.	CORPORATE GOVERNANCE DECLARATION
Kommanditgesellschaft auf Aktien, Dortmund

WORKING PRINCIPLES OF THE MANAGEMENT AND THE SUPERVISORY BOARD

AND FURTHER GOVERNING BODIES

Borussia Dortmund Geschäftsführungs-GmbH, the general partner of Borussia Dortmund GmbH & Co. KGaA, is responsible for management and representation of the latter; its sole shareholder is Ballspielverein Borussia 09 e.V. Dortmund. The following

chart shows the structures and responsibilities as between Ballspielverein Borussia 09 e.V. Dortmund, Borussia Dortmund GmbH & Co. KGaA and Borussia Dortmund Geschäftsführungs-GmbH.

Ballspielverein

Borussia 09 e.V. Dortmund

Executive		Council of
Board		Economic Affairs
elects	appoints	elects

Members' Meeting

Borussia Dortmund

GmbH & Co. KGaA

Supervisory Board

elects

Annual General Meeting

MANAGEMENT

Borussia Dortmund Geschäftsführungs-GmbH is represented by Managing Directors Hans-JoachimWatzke (CEO), Thomas Treß and Carsten Cramer. Their further details including resumes can be found on our website https://aktie.bvb.de/eng/ under "BVB at a Glance"/"Management".

Within Borussia Dortmund GmbH & Co. KGaA there are eight independent areas of responsibility below the management level, namely, "Sports", "Communications", "Human Resources", "Finance", "Organisation", "Legal & IR", "Sales, Marketing & Digitalisation" and "Internationalisation & Commercial Partnerships". They are assigned as follows:

• Mr Watzke is responsible for "Sports", "Communications" and "Human Resources", and for setting the Company's strategic course,

Borussia Dortmund

Geschäftsführungs-GmbH

(General Partner)

appoints and monitors

Advisory Board

Managing Directors

(Consisting of members of the Executive Board and Council of Economic Affairs and non-voting, associated members)

No right of appointment, only right of supervision

• Mr Treß is responsible for "Finance", "Organisation" and "Legal & IR",
• Mr Cramer is responsible for "Sales, Marketing & Digitalisation" and "Internationalisation & Commercial Partnerships".

Their areas of responsibility have been sufficiently defined in their service agreements The Managing Directors exercise the authority granted to them by law and the Articles of Association jointly and in close cooperation with each other. Therefore, the relevant executive bodies of Borussia Dortmund Geschäftsführung-GmbH have considered and continue to consider it unnecessary to adopt additional rules of procedure for the management. The management provides the Supervisory Board with regular, timely and detailed reports on all relevant issues related to the business development, planning, financing and the risks facing the Company and how they are managed.

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BORUSSIA DORTMUND GmbH & Co.	CORPORATE GOVERNANCE DECLARATION
Kommanditgesellschaft auf Aktien, Dortmund

SUPERVISORY BOARD AND ITS AUDIT COMMITTEE

In accordance with Art. 8 (1) of the Articles of

Association of Borussia Dortmund GmbH & Co. KGaA,

the Supervisory Board comprises nine members, all

of whom are shareholder representatives pursuant

to § 96 (1) clause 6 AktG. The Chairman of the

Supervisory Board is elected from its midst. The

Supervisory Board had the following members during

the reporting period (1 July 2021 to 30 June 2022):

• Mr Gerd Pieper
  (Chairman and member of the Supervisory Board until 24 September 2021)
  Retired; former Managing Partner of Stadt-Parfümerie Pieper GmbH, Herne
• Mr Christian Kullmann
  (Deputy Chairman until 24 September 2021 and Chairman from 25 September 2021)
  Chairman of the Executive Board of Evonik Industries AG, Essen
• Mr Ulrich Leitermann
  (Deputy Chairman from 25 September 2021) Chairman of the Managing Boards of group parent companies of the SIGNAL IDUNA Group (SIGNAL Krankenversicherung a.G., Dortmund; SIGNAL IDUNA Lebensversicherung a.G., Hamburg; SIGNAL IDUNA Unfallversicherung a.G., Dortmund)
• Ms Judith Dommermuth
  Managing partner of JUVIA Verwaltungs GmbH, Cologne

The above information on the occupations of the

Supervisory Board members was most recently

updated on 30 June 2022. The sole exception is Mr

Pieper, for whom the information was most recently

updated on 24 September 2021. For information on

their activities on other statutory supervisory boards

or comparable German or foreign supervisory bodies

of commercial enterprises, please refer to the

disclosures in the notes to the annual financial

• Mr Bernd Geske
  Managing partner of Bernd Geske Lean Communication, Meerbusch
• Mr Bjørn Gulden
  Chief Executive Officer of PUMA SE, Herzogenaurach
• Mr Bodo Löttgen
  Chair of the CDU parliamentary group in the state parliament of North Rhine-Westphalia, detective chief inspector (Kriminalhauptkommissar) (ret.), public administration graduate
• Dr Reinhold Lunow
  Internist, Medical Director and Partner of Internistische Naturheilkundliche Gemeinschaftspraxis, Bornheim
• Dr Bernhard Pellens (from 2 December 2021)
  Professor of International Corporate Accounting at Ruhr University Bochum, Academic Director of the Institute of Management (ifu) at Ruhr University Bochum and Honorary Professor at Tongji University in Shanghai, China
• Ms 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

statements and the notes to the consolidated financial

statements. For details of the current composition of

the body with resumes and further information on the

respective members (updated annually), please see

our website https://aktie.bvb.de/eng/ under "BVB at

a Glance"/"Supervisory Board". This information

includes the month and year in which the respective

member joined the Supervisory Board, thereby also

indicating their length of service.

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BORUSSIA DORTMUND GmbH & Co.	CORPORATE GOVERNANCE DECLARATION
Kommanditgesellschaft auf Aktien, Dortmund

The Supervisory Board exercises a supervisory function and monitors the management in the conduct of the Company's business. In accordance with Article 6 (4) sentence 2 of the Articles of Association, the general partner requires the prior written consent of the Supervisory Board in order to:

1. acquire or sell real estate and equivalent rights if the value of the individual transaction exceeds EUR 40 million;
2. establish enterprises or acquire equity interests if the amount proposed for investment (including the purchase price, if applicable) within 3 years of the enterprise being established or the equity interest being acquired exceeds EUR 40 million;
3. sell parts of the business or equity interests in other companies if, in the last financial year before the sale, those parts of the business or equity interests accounted for more than 30% of the sales and/or 30% of the employees of all entities in which the company holds a majority interest;
4. ssue bonds or extend or accept loans if the value of the individual transaction exceeds

EUR 40 million.

Otherwise, material transactions between the general partner and certain related parties on the one hand, and the Company on the other within the meaning of

• 89, 112 in conjunction with §§ 278 (3), 283 no. 5 AktG (e.g., the granting of loans) and in accordance with § 111b AktG (related party transactions) require the consent of the Supervisory Board.

The working principles of the Supervisory Board are laid down in detail in rules of procedure enacted by it. These are published on our website https://aktie.bvb.de/eng/ under "Corporate Governance"/"Rules of Procedure of the Supervisory Board". The Supervisory Board details its work each year in a separate Report of the Supervisory Board.

The responsibilities of a supervisory board for a German partnership limited by shares (Kommanditgesellschaft auf Aktien, "KGaA") are less extensive than the responsibilities of a supervisory board for a German stock corporation (Aktiengesellschaft, "AG"). Specifically, the Supervisory Board has no authority to appoint and dismiss Managing Directors of Borussia Dortmund Geschäftsführungs-GmbH or to stipulate the terms of their service agreements. Nor is the Supervisory Board authorised to adopt internal rules of procedure or a list of transactions requiring its consent on behalf of the general partner as authorised governing body of our Company. Rather, such rights and duties are vested in the governing bodies of Borussia Dortmund Geschäftsführungs-GmbH, namely its Advisory Board and the Executive Committee created by the Advisory Board. With respect to appointing managing directors, Borussia Dortmund Geschäftsführungs-GmbH is therefore not subject to the obligation incumbent on the supervisory board of a German stock corporation (Aktiengesellschaft) pursuant to § 111 (5) AktG to define a target proportion of women on the executive board. Accordingly, no diversity policy pursuant to

• 289f (2) no. 6 and (3), and § 315d HGB can be described with respect to the composition of our Company's authorised governing body.

However, the fact that the Supervisory Board has no ability to exert a direct influence on the actions of the management limits neither its right to receive information nor its obligation to monitor and review the actions of the management. The Supervisory Board discusses the quarterly financial reports and half-yearly annual reports, and reviews the annual and consolidated financial statements of Borussia Dortmund GmbH & Co. KGaA, taking into account the reports of the auditor. The annual

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BORUSSIA DORTMUND GmbH & Co.	CORPORATE GOVERNANCE DECLARATION
Kommanditgesellschaft auf Aktien, Dortmund

financial statements are adopted not by the Supervisory Board but rather in turn by the Annual General Meeting.

The Supervisory Board meets at least four times per year and can convene additional meetings if so requested by a member of the Supervisory Board or by the general partner.

With effect from 3 December 2021, the Supervisory Board has formed an Audit Committee that comprises three members and convenes at least two meetings per financial year. The Audit Committee is responsible primarily for monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, the audit of the financial statements (in particular the selection and independence of the statutory auditor and the quality of the audit), the audit of the accounting and compliance. Among other things, it prepares the resolutions regarding the election of the statutory auditor, the award of the audit engagement to the statutory auditor and numerous other decisions of the Supervisory Board (for instance, regarding the adoption or approval of annual and consolidated financial statements, the appropriation of net profit and the dependent company report). Furthermore, the Audit Committee discusses fundamental accounting and auditing issues with the statutory auditor (including the audit risk assessment, audit strategy, audit plan and audit findings), monitors the independence of the statutory auditor, and oversees the additional services provided by the statutory auditor and the fee agreement. The chairman of the Audit Committee regularly discusses the progress of the audit with the statutory auditor's representatives and reports back to the Committee. The latter also

consults regularly with the representatives of the statutory auditor without the Managing Directors of the general partner. As at 30 June 2022 and the publication date of this declaration, the Audit Committee, the composition of which for the previous financial year is also presented in the Report of the Supervisory Board, comprised the following members: Dr Bernhard Pellens (Chairman), Mr Ulrich Leitermann (Deputy Chairman) and Ms Silke Seidel. In accordance with the new provisions under § 100 (5) AktG as amended by the German Act to Strengthen Financial Market Integrity (Finanzmarktintegritätsstärkungsgesetz, "FISG") dated 3 June 2021, all members of the Committee have expertise in the field of accounting, and both Dr Pellens and Mr Leitermann also have expertise in the field of auditing; due to their respective training/qualifications and work in the fields of accounting and auditing, Dr Pellens and Mr Leitermann also have special knowledge and experience in the application of accounting principles and internal control and risk management systems, as well as special knowledge and experience in the auditing of financial statements (also including sustainability reporting and its audit and assurance) within the meaning of recommendation D.3 sentences 1 and 2 of the 2022 Code.

Otherwise, issues are deliberated and all resolutions are passed by the full Supervisory Board. The Supervisory Board has not formed any other committees. The resolutions of the Supervisory Board are generally adopted during meetings. It is also possible, if so ordered by the Chairman, for the Supervisory Board to pass resolutions by other means described in greater detail in the Articles of Association of the Company and the rules of procedure for the Supervisory Board.

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