Page | September 2021 | © Borussia Dortmund GmbH & Co. …

PagePage | September 2021 | © Borussia Dortmund GmbH & Co. KGaA

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Disclaimer

| September 2021 | © Borussia Dortmund GmbH & Co. KGaA2

Important Notice

This document has been prepared by Borussia Dortmund GmbH & Co. KGaA ("Company") and is strictly confidential. All material contained in this document and information presented is for information purposes only and must not be relied upon for any purpose, and doesnot purport to be a full or complete description of the Company or its business. This document does not, and is not intended to, constitute or form part of, and should not be construed as, an offer to sell, or a solicitation of an offer to purchase, subscribe for or otherwiseacquire, any securities of the Company, nor shall it or any part of it form the basis of or be relied upon in connection with or act as any inducement or recommendation to enter into any contract or commitment or investment decision whatsoever. This document is notdirected at, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which wouldrequire any registration or licensing within such jurisdiction. Accordingly, the document may not be reproduced, redistributed, published or passed on, directly or indirectly, to any person in the United States of America ("United States"), Australia, Canada, Japan or any otherjurisdiction, in each case where to do so would constitute a violation of the relevant laws of such jurisdiction. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

The information contained in this document does not purport to be comprehensive. None of the Company nor Joh. Berenberg, Gossler & Co. KG ("Bank") nor any of their respective subsidiary undertakings or affiliates nor their respective directors, officers, employees,advisers or agents, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the information in this document (or whether any information has been omitted fromthe presentation) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this documentor its contents or otherwise arising in connection therewith. By accepting this document you acknowledge the foregoing and that you will be solely responsible for your own assessment of the Company, the industry and the market position of the Company and that you willconduct your own analysis and be solely responsible for forming your own view of the current and potential future performance of the Company's business. All information in this document is subject to verification, correction, completion, updating and change without notice.Neither the Company nor the Bank undertake any obligation to provide the recipient with access to any additional information nor to update this document nor any information nor to correct any inaccuracies in any such information A significant portion of the informationcontained in this document, including market data and trend information, is based on estimates or expectations of the Company, and there can be no assurance that these estimates or expectations are or will prove to be accurate. Where any information and statistics arequoted from any external source, such information or statistics should not be interpreted as having been adopted or endorsed by the Company as being accurate. All statements in this report attributable to third party industry experts represent the Company's interpretationof data, research opinion or viewpoints published by such industry experts, and have not been reviewed by them. Each publication of such industry experts speaks as of its original publication date and not as of the date of this document.

This document contains forward-looking statements relating to the business, financial performance and results of the Company or the industry in which the Company operates. These statements may be identified by words such as "expectation", "belief", "estimate", "plan","target" or "forecast" and similar expressions, or by their context. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; growth for products and services in new markets; industrytrends; and the impact of regulatory initiatives. These statements are made on the basis of current knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from thosedescribed in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. No obligation is assumed to update any forward-looking statements.

The information contained in this document does not purport to be comprehensive and has not been subject to any independent audit or review. Certain of the financial information as of and for the years ended 30 June 2019, 2020 and 2021 has been derived from auditedfinancial statements and should be read in conjunction with the relevant audited financial statements, including the notes thereto.

Certain financial data included in the document consists of "non-GAAP financial measures". These non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to otherfinancial measures determined in accordance with German GAAP. You are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included herein.

This document and any materials distributed in connection with this document are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution,publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada,Japan, or the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in or into the United States, except pursuant to an exemption from theregistration requirement of the Securities Act.

Within the European Economic Area, this document is being made, and is directed only, to persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended). This document is for informationpurposes only and does not constitute an offering document or an offer of securities to the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom (as amended by the Financial Services Act 2012 of the UnitedKingdom) applies. It is not intended to provide the basis for any evaluation of any securities and should not be considered as a recommendation that any person should subscribe for or purchase any securities. In the United Kingdom, this document is being made, and isdirected only, to persons who are both (i) “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and either (ii) persons fallingwithin the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or other persons to whom it may lawfully be communicated in accordance with the Order; or (iii) highnet worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity towhich this document relates in available only to Relevant Persons and will be engaged in only with Relevant Persons.

By attending this document and/or accepting or reading a copy of this document, you agree to be bound by the foregoing limitations and conditions.

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Key transaction terms

3

▪ Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien (ISIN: DE0005493092 / Trading symbol: BVB)Issuer

▪ Regulated Market of Frankfurt Stock Exchange (Prime Standard)Listing

▪ Subscription ratio of 5:1 (one new share for every five shares held)

▪ Rights trading on Regulated Market of Frankfurt Stock Exchange (ISIN: DE000A3E5DT0)

▪ Binding firm subscription and purchase commitments received from certain existing shareholders and investors for a total of

approx. 2.5 million new shares, corresponding to gross proceeds of approx. EUR 11.7 million

▪ Any new shares not subscribed for in the subscription offer will be offered for sale at a price at least as high as the

subscription price in a rump placement, any remaining new shares are underwritten by the underwriting bank

Offer structure

▪ Approx. 18.4 million new ordinary bearer shares (c. 20% of current share capital), resulting in EUR 86.5 million of gross proceedsOffer size

▪ EUR 4.70 per shareSubscription price

▪ To repay financial liabilities and as compensation for potential losses resulting from the impact of currently unexpected further

COVID-19 related measures or restrictions on the Company’s business and fluctuations in the available liquidity during the

business year as well as for investments in our professional licensed football team

Use of proceeds

▪ 6 months for the company and 6 months for the commitment shareholders subject to customary exceptions Lock-up

▪ Berenberg as Sole Global Coordinator and Sole BookrunnerSyndicate

▪ Public offering in Germany and private placements with institutional investors in accordance with Reg S and 144ADistribution

| September 2021 | © Borussia Dortmund GmbH & Co. KGaA

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Transaction timeline

4

▪ Prospectus approval and publication16 September 2021

▪ Ex-date; shares trade without subscription rights

▪ Start of subscription period

▪ Start of management roadshow

▪ Start of rights trading

▪ End of rights trading

▪ End of subscription period

▪ End of management roadshow

▪ Admission of new shares to trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard)

▪ Rump placement (if any)

▪ Publication of the final results of the offer on the company’s website

▪ Start of trading of new shares

▪ Settlement and closing

20 September 2021

30 September 2021

4 October 2021

5 October 2021

7 October 2021

8 October 2021

21 September 2021

▪ Publication of the subscription offer in the German Federal Gazette (Bundesanzeiger)17 September 2021

| September 2021 | © Borussia Dortmund GmbH & Co. KGaA

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Our management

5

Number of years with Borussia Dortmund

HANS-JOACHIM WATZKE

CEO

16

THOMAS TREß

CFO

16

CARSTEN CRAMER

CMO

10

DR. ROBIN STEDEN

HEAD OF IR & LEGAL COUNSEL

14

| September 2021 | Financial Year 2020/2021 – Preliminary Results

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Introduction of Borussia Dortmund

6Page | September 2021 | Financial Year 2020/2021 – Preliminary Results

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Borussia Dortmund is one of the most successful football clubs in the world

7

IFRIC revenue adjustments(2)

115 110151

215

305261 276

376406

536

370 370334

120 117

24

2008/09A 2009/10A 2010/11A 2011/12A 2012/13A 2013/14A 2014/15A 2015/16A 2016/17A 2017/18A 2018/19A 2019/20A 2020/21A

BORUSSIA DORTMUND’s Bundesliga ranking

65

12

3

Total group revenue (EURm)(1)

12 2

7

2

43

Champions League Final

2

Note(s): 1) Figures based on IFRS principles; 2) Adjusted to IFRIC update: transfer proceeds not to be recognised as revenue; 3) Unaudited figures for 2020/21Source(s): Company information

Covid-19 impact

Total group revenue Transfer proceeds

(3)


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Europe’s largest standing area, making the best fans in the world to the unique and notorious “yellow wall”

“SÜDTRIBÜNE”

THE

152,000club members

42.2mTotal followers

Rank #14In European total

reach

15.2m Facebook followers

15.5mInstagram followers

A global brand with a global following

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1.0mRegistered users

worldwide

Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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BVB at a glance

9

8German championships1956, 1957, 1963, 1995, 1996, 2002, 2011, 2012

5Cup victories 1965, 1989, 2012, 2017, 2021

EUR 334mTotal group revenues

EUR 632mMarket capitalization(2)

24.8yrsAverage ageof the current team(1)

Note(s): Figures based on latest report; 1) September 2021; 2) Market capitalization as of 16 August 2021; Unaudited figures for 2020/21Source(s): Company information; Bloomberg

EUR 359mConsolidated total operating proceeds


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Key investment highlights

Attractive football industry dynamics

1

Positioned in the sweet spot of a globalisingfootball market

2

Strong business model pillars with promising upside potential

3

Highly attractive financial profile

4

8x 6x 5x 1x1x1xAchievements:

10 Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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Market – Football industry dynamics


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Market highlights

12

Football is the largest and most popular sport in the world and continues to expand globally into broader demographics

Sports media is the most premium content for broadcasters and football takes the biggest share in the growing global sports media rights segment

Revenue growth has been driven by:1) global demand for media rights and new media entrants, 2) high caliber commercial investors and 3)professionalization of the business

Europe continues to be at the pinnacle of global football with the biggest stars and the most dynamic transfer market

Germany is home to one of the largest audiences and the market, and continues to grow significantly

1 2 3 4 5

Premium contentPopularity Structural tailwinds European footprint German heritage

Source(s): Public information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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European football club revenues have grown significantly across the board

13

Market size (in revenue) Growth in every revenue stream(3)

Indexed revenues for European football clubs by revenue stream (2012=100%)

~EUR28.9bn(1)

~EUR4.0bn(2)

As a leading football club, BVB will widely benefit from its strong positioning across both markets

Note(s): Market size figures based on 2018/19 seasonSource(s): 1) Deloitte (2020) ; 2) Statista (2021); 3) UEFA footballing landscape 2012-2018

100%

115%

130%

145%

160%

175%

190%

2012 2013 2014 2015 2016 2017 2018

Media rights Commercial Matchday

4%

2012-18CAGR

10%

6%


PagePagePage

Europe continues to be at the pinnacle of global football with BVB among the biggest players

14

BVB ranks 12th

among the world's elite

174m

Revenue in EURm(1)

715m

Top 20 largest clubs by revenue are EuropeanBundesliga and BVB stars contribute strongly to Europe’s most valuable players

#1 EUR 175mKylian Mbappé

#2 EUR 134mErling Haaland

#3 EUR 123mNeymar

#4 EUR 122mHarry Kane

#5 EUR 118mBruno Fernandes

#1 EUR 134mErling Haaland

#2 EUR 99mJoshua Kimmich

#3 EUR 85mJadon Sancho

#3 EUR 85mSerge Gnabry

#5 EUR 84mAlphonso Davies

BVB ranks 2nd

amongst its German peers

| September 2021 | Financial Year 2020/2021 – Preliminary ResultsNote(s): 1) As of 2019/20 seasonSource(s): Deloitte UK Football Money League (2021); KPMG Football Benchmark as of 1st July 2021

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The German Bundesliga remains the best attended European league, with average crowds of over 43,000 in 2018/19(1)

German football is a must-watch in the community

15

0

200

400

600

800

1,000

1,200

1,400

1,600

11.5

12.0

12.5

13.0

13.5

14.0

09' 10' 11' 12' 13' 14' 15' 16' 17' 18' 19' 20'

Revenue Views

Bundesliga stadium views(1) and total broadcasting-revenue(2) of Bundesliga clubs

Views in m; revenue in EURm

▪ Representing a 8.7% CAGR over a 11-year period(2)

▪ 2.5x broadcasting revenue growth from 2009-2020(2)

| September 2021 | Financial Year 2020/2021 – Preliminary Results Source(s): 1) DFB information; 2) 2009-2021 DFL Wirtschaftsreport

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The German Bundesliga still faces an untapped potential in its international market penetration: current international share only 19.4%, opposed to the Premier League’s and LaLiga’s 45.6% and 43.8% international share, respectively

German football can reach international markets

16Note(s): 1) Percentage of broadcasting revenue earned from international viewershipSource(s): KPMG Football Benchmark

Country

Broadcasting revenue (2020-21)

% international share(1)

19.4%45.6% 6.5%43.8% 27.6%

EUR 3.4bn

EUR 2.0bnEUR 1.4bn EUR 1.3bn EUR 1.2bn


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New participants entering the market will accelerate the structural shift in demand and professionalisation

17

New player in non-traditional content entering the market…

… alongside increasingly high caliber investors

Note(s): 1) Pending dealSource(s): Sportspromedia (2020), DAZN (2020), the Guardian (2019, 2021), BBC (2018), UEFA (2018), ESPN (2018), AS Roma (2020), Pnewswire (2019), USA today (2018), BBC (2016), Bloomberg (2020)

Amazon acquired exclusive German rights to 16 Champions League matches a season for three seasons starting 2021/22

Amazon also obtained the right to show 20 Premier League matches for each of three seasons starting in 2018/19

Facebook secured exclusive rights to 32 UEFA Champions League matches for three seasons starting 2017/18

Facebook also secured rights to 46 (27 exclusively) Copa Libertadores matches for each of three seasons starting ‘18/19

The Friedkin Group announced the acquisition of an 86.6% stake in A.S. Roma and that it will launch a mandatory tender offer upon the publicly held ordinary shares

US private equity giant Silver Lake invested USD 500m in city Football Group, owner of Manchester City amongst other clubs

Elliott Management, an American hedge fund that had previously provided a loan of EUR 300m, assumed control of AC Milan in July

Chinese retail giant Suning acquired a majority stake in Inter Milan

Dec 2019

Jun2018

Aug 2018

Oct2018

Aug 2020

Nov2019

Jul2018

Jun2016

DAZN obtained the rights to 106 Bundesliga matches for each of four seasons starting 2021/22

DAZN secured exclusive German rights to 121 UEFA Champions league matches for each of three seasons starting 2021/22

Jun 2020

Aug2020

CVC Capital and Advent International acquire a 10% stake in a new Serie A media unit(1)

LaLiga has agreed to a EUR 2.7bn deal in which CVC Capital Partners will hold a 10% stake in its operating business

Nov 2020

Aug2021


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Positioning – The sweet spot of European football


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A unique club with 111+ years of heritage

1x Champions League Winner8x German Champion

5x German Cup Winner1x European Cup Winner

Page 19 Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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Borussia Dortmund positioned in the sweetspot of a globalising football market

20

“Global brands”▪ Focus on monetisation of commercial brands

▪ Significant ongoing transfer investments required to maintain squad level at top of key European leagues

▪ Limited profitability and cash flow generation (negative transfer profit)

“Sweet Spot”▪ Dominant / incubent position in the top league competitions outside the ‘Big 5‘ with yearly presence on

the European stage

▪ Greater focus on sourcing high-potential players from lower-tier clubs, player development and selling players at significant premiums

“Local brands”▪ Less certain access to key European competitors and limited UEFA revenues

▪ Some player transfer profit

Attractive and consistent financial returns through “Sweet Spot“ positioning


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Borussia Dortmund is one of the eldest and most decorated football clubs in Europe

21

1900 1902 1908 1909 19191905 1927 1945 1950 20131970 20092005

… and is one of the most decorated clubs in Europe

BVB has a strong heritage …

8xGerman champion

of Bundesliga

6xGerman

Supercup winner

5xDFB-Cup winner

1xEuropean cup

winner

1xChampions league

winner

Source(s): Public information; Transfermarkt.de

1xWorld club cup

champion

Founding year:


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The Game - The business model for success


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A virtuous cycle of success

23

…maximizing ability to retain and develop players…

…drives larger revenue potential…

…and a “shop-window” to entice young talent…

▪ High probability of UCL participation

− Top 4 Bundesliga teams have a guaranteed place in the UCL group stage

− #5 goes to the third qualifying round of the UCL

Leading position in German league facilitates consistent access

to European competitions…

▪ Data-driven and professionalized talent recruitment

process

▪ Highly successful academy with at least two youth

players ready to play in the first team every season

▪ Individual development programmes

▪ Ability to obtain and reacquire players

▪ Material portion of revenue linked to participation, with

further upside

▪ BVB received a total pay-out by UEFA Champions League

of EUR 78.7m in 2020/21 (EUR 67.4m in 2019/20)

▪ Ultimate showcase, attracting global young talent

− European competition exposure serves as the perfect “scouting” ground for the ‘Big 5’ league clubs

− Greater ability to compete for titles and individual prizes in the domestic league


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Business model pillars

24

01Sportingsuccess

03Brands/

fans

02High

potentials

Match operations

TV Marketing Advertising

Merchan-dising/

conference and catering

Transfer deals


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Borussia Dortmund’s sporting ambitions and success

25

Bundesliga success

1Player

development

3Entertaining

football

5Champions

league qualification

2Remaining competitive

4

Sporting ambitions

Approach to achieve these ambitions

Investment in young players

Signing high-quality players

Retaining talent

Gradual process though continuity

Excellent staff and best practices

Sporting

Success


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Player offering

▪ Developing junior talent into a strong professional team that will play on a global stage

▪ Borussia Dortmund offers its young players a competitive salary

Player development

▪ Modern training centre and the “BVB Academy” provides for excellent training conditions

▪ BVB trained around 100 former junior players who have made the leap into professional football

Player scouting

▪ Borussia Dortmund uses a worldwide scouting network with about 30 scouts all around the world

▪ Ultra-modern IT systems support the scouts in their work and enable them to conduct individual player analyses

Junior talent concept approach – intensifying the promotion of up-and-coming talent

26

Professional

Foundation Phase

Development Level I/E

Professional Development

Phase

Youth Development Phase

U9 – U11 U12 – U13

Source(s): Company information

High

Potentials


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Proprietary sports technology focused on improving performance of high potentials

27

Data collection1 Data analytics2 Data application3▪ Integrated database of player progress

and statistics▪ Players are tracked throughout on a daily

basis

▪ Multiple data sources provide an in-depth analysis with the help of latest scientific advances

▪ Individual and adaptive training schedule▪ World class training facilities▪ Specialists provide full nutritional and

recovery support


High

Potentials


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Borussia Dortmund has a growing commercial business network

28 Source(s): Company information

Sponsoring and advertisingMerchandising

Offering a wide range of benefits for our business partners

Media and content creation

Hospitality Partnership activation

Input to be discussede.g. sponsors

Strong emotional connection between

BVB’s brand and fanbase provides a

highly captive audience for sponsors

Up to 10 yearlong partnerships

with current sponsors

Brands/

Fans

LOYAL FANBASE IS CONSTANLY CONNECTED

Stadium visibility

350kmonthly

app users

1.2mmonthly

web users

952Fan

clubs

150kClub

members

64kFan clubmembers


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Sponsorship targets have been set for the coming years

Brands/

Fans

29Page Source(s): Company information

BVB Champion Partner

BVB Premium Partner

BVB Partner

Main Partners


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Borussia Dortmund has established a comprehensive ESG management approach

30 Source(s): Company information

S GE

Commitment to various social initiatives through its “Leuchte Auf” foundation

Comprehensive ESG management, 5 principles of sustainable development, 22 material topics in 7 focal points of

work

BVB way to zero: fans, team and employee traveling, sustainable events

& products; renewable energy and waste recycling

Internationally recognized work against discrimination, racism and anti-

semitism

5th sustainability report according to GRI standards – annual publication, 1st UNGC

progress report 2021

Pilot project with Fraunhofer IEG utilizing geothermal energy to heat the stadium; science based survey of Scope

3 GHG emissions

Providing a variety of educational programmes for all age groups – locally

and internationally

First in Bundesliga: Participant of the UN Global Compact, Commitment to comply

with the ten principles

Implementing ISO 14001/50001; holistic approach of ecofriendly BVB-

merchandising products


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Highly diversified income streams

31

In thefuture, the core business will re-main professional football with its classic pillars of income: Games, TV marketing, advertising, retail, and transfers. These goals serve as the basis for the management of the company.

Match operations

TV Marketing Advertising

Merchan-dising/

conference and catering

Transfer deals


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43.9 42.3 44.7

32.5

0.6

2016/17A 2017/18A 2018/19A 2019/20A 2020/21A

Operations in Germany‘s largeststadium

32

Stable revenues

Almost 100% stadium capacity utilization

55,000 season tickets sold

Key revenue streams

Note(s): 1) Based on unweighted average of all available season tickets in 2019; 2) Financial year 2019/20; 3) Unaudited figures for 2020/21Source(s): Company information

Of which

Season tickets –Ø EUR c. 360(1, 2)

c. 55,000

Tickets

With

Average revenue per ticket sold(2)

EUR 6.77

Food & Beverage

Capacity of

seats lead to revenue of EUR c. 21m

4,088

Hospitality

Revenue in EURm

Match

Operations

Covid-19impact

(3)


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TV revenues experienced enormous growth in recent years

33

+18%

EUR187m

EUR170m

EUR122m

DFL nat.48%

DFL int.24%

+10%

2017/18A 2019/20A 2020/21A(1)

Broadcasting Revenue CAGR

(2018/20A)UEFA26%

Broadcasting Revenue YoY (2020/21A)

Germany continues to be one of Europe’s largest football markets, and still has major growth potential. TV marketing makes up the largest share of sales in the 20/21 financial year with 56%.

DFL nat.40%

UEFA40%

DFL int.18%

DFL nat.41%

UEFA42%

DFL int.11%

Note(s): 1) Unaudited figures for 2020/21Source(s): Company information

TV

marketing

Cups nat.2% Cups nat.

2%

Cups nat.6%


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Borussia Dortmund’s advertising offering grows internationally

34

Digitally overlaid banners to target international TV audiences

Innovative main sponsorship with two jersey sponsors per sporting competition

Bundesliga DFB / Champions league

87.494.0 96.8 98.0

106.6

2016/17A 2017/18A 2018/19A 2019/20A 2020/21A

Advertising revenue

High growth potential by expansion of sponsoring/VIP hospitality marketing and international digitalization

Variable jersey sponsorship Digital internationalization Marketing campaigns

Players of Borussia Dortmund make frequent advertisements with our partners

Note(s): 1) Unaudited figures for 2020/21Source(s): Company information

Advertising

Revenue in EURm

(1)


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Non-matchday operations offer upside for Borussia Dortmund

72.0

57.8 61.469.8

40.4

2016/17A 2017/18A 2018/19A 2019/20A 2020/21A

Merchandising/ conference and catering revenueRevenue in EURm

Merchandising

Conference & catering

35PageNote(s): 1) Financial year 2020/21; 2) Unaudited figures for 2020/21Source(s): Company information

154,000Jersey Sales(1)

2,000m2

Flagship store7Stores

119,388Visitors stadium tour

744Events

Merchandise

Conference &Catering

Covid-19impact

(2)


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Transfer deals: proven track record of realizing strong returns on players

36Note(s): 1) Market value based on latest estimates of KPMG Football Benchmark as of 1 July 2021Source(s): Transfermarkt.de

Initial Value Years at BVB Selling Price ROI MultiplePlayers Transfer Club

EUR 14m 1.5 EUR 135m 10.5xOusmane Dembélé

EUR 15m 4 EUR 64m 4.3xPierre – Emerick

Aubameyang

EUR 0.5m 7 EUR 37m 74xMario Götze

EUR 0.5m 4 EUR 64m 128xChristian Pulisic

EUR 28m 3 EUR 42m 1.5xHenrikh Mkhitaryan

Player

EUR 8m 4 EUR 85m 10.9xJadon Sancho

Transfer

Deals

? ? ? ?


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Case Study: BVB in the sweet spot – accelerating high potentials and maximizing their value

37

ScoutingOusmane Dembélé

BVB Academy

0

50

100

150

2016 2017 2018 2019 2020 2021

Bought for EUR 14m

Sold for EUR 135mMoney Multiple

of 10.5x

0

20

40

60

80

2016 2017 2018 2019 2020 2021

BVB calls up Pulisic

to 1st squad

Sold for EUR 64m

Note(s): Based on reported transfer prices and market value estimatesSource(s): Transfermarkt.de

Money Multiple of 128x

Transfer

Deals

Christian Pulisic

▪ Joined BVB with the age of 19

▪ Discovered by France scouting team

▪ Left after 1.5 seasons with the age of 21

▪ Joined BVB at the age of 16

▪ Went through BVB’s academy teams U17 and U19

▪ Called up to 1st squad in 2016


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Outstanding stadium owned to 100% by Borussia Dortmund

3838 | 18th May 2021 | © Borussia Dortmund GmbH & Co. KGaA3838Page Source(s): Company information

4th largestStadium capacity in Europe

481,365

Total capacity

2Record…

…holder for average game attendance in Europe

3Largest

Bundesliga stadium

1


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The 2021/22 Line-Up

Team value of EUR 598.1m(1)

39Page

Market capitalization of EUR 632.0m(2)

| September 2021 | Financial Year 2020/2021 – Preliminary ResultsNote(s): 1) Team value as of 01 August 2021; 2) Market capitalization as of 16 August 2021Source(s): 1) Bloomberg

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Financials


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370 370334

120 11724

2018/19A 2019/20A 2020/21A

Covid-19 impact on profit lines

41

Total group revenue (incl. transfer proceeds)EURm

31%

17%

12%

2018/19A 2019/20A 2020/21A

5%

(12%) (22%)

2018/19A 2019/20A 2020/21A

EBITDA margin% of Revenue

Net profit (loss) margin% of Revenue

(1) (1)(1)

Total group revenue

Transfer proceeds

Covid-19impact

Covid-19impact

Covid-19impact

Note(s): Figures based on IFRS principles; 1) Unaudited figures for 2020/21Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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Financial impact of COVID-19 on 2020/21 financials

42

▪ Affected in particular income from match operations, conference and catering as well as transfer activities

▪ Salary waiver of the management as well as licensed players

▪ Investment freeze▪ Lower travel expenses, more virtual meetings▪ Focus on overall cost reduction

Effects of the restrictions imposed in the wake of COVID-19 pandemic Discretionary measures


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Targeted proceeds from capital increase to elevate BVB’s on- and off-pitch performance

43

Use of Proceeds

~[…]mInvestment Programme

Initiatives

Investments

Financial restructuring

Investments in our professional licensed football team

Fluctuations in the available liquidity

during business year

Compensation for potential losses resulting from

unexpected further COVID-19 related measures

Repaying financial liabilities (and other non-current liabilities)


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Appendix

Page 44 | September 2021 | Financial Year 2020/2021 – Preliminary Results

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A club with global presence and a local foothold

45Page

Offices in Dortmund, Shanghai and Singapore with administrative, scouting and coaching activities

Presence through global competitions like UEFA Champions league, ICC Cup and local partnerships

3Offices on

multiple continents

>30Countries have a strong BVB fan

connection

30,000Children coached globally


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Consolidated tax group

BORUSSIA DORTMUNDINTRODUCTION

46

BORUSSIA DORTMUND GMBH & CO. KGAA

BVB Merchan-dising GmbH

BVB Event & Catering GmbH

Besttravel Dortmund GmbH

BVB Stadionma-nagement GmbH

BVB Fußball-akademie GmbH

100%

Orthomed GmbH

33.33%

OrthomedManagement

66.67%

Borussia Dortmund group

BVB Asia Pacific Pte. Ltd.


Page 47

BORUSSIA DORTMUNDINTRODUCTION

Organisation of Management and Control

BALLSPIELVEREIN BORUSSIA 09 E.V. DORTMUND

Chairman Council of Economic Affairs

Member’s Meeting

appointselects elects

BORUSSIA DORTMUND GMBH & CO. KGAA

Supervisory Board

Annual General Meeting

elects

BORRUSIA DORTMUND GESCHÄFTSFÜHRUNGS-GMBHGENERAL PARTNER

Advisory Board Managing Directors

appoints and monitors

No right of appointment,only right of supervision

Consisting of members of the Executive Board and Council of

Economic Affairs and non-voting, associated members


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FUTURE VIABILITY OF BUNDESLIGAAPPENDIX

48

50 + 1SOURCE-BASED ALLO-

CATION OF TV FUNDSFINANCIAL FAIR PLAY

Protection from pursuit of individual interests which are not economical

(selfishness and vanity)

Increasing the attractiveness

of the Bundesliga –

nationally and internationally

Maintaining and

improving sovereignty

of the Bundesliga clubs

Maintaining and improving

financial stability in the

Bundesliga

Fair financial competition regardlessof ownership structures

Increasing fan baseand loyalty

Promotion of reasonable financial measures taken by clubs

Protection from accumulation ofexcessive debt by clubs

Greater focus of club executives on increasing the brand value


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UPDATE ONRECENT EVENTS

49

From mid-March 2020, the Company’s income and earnings were shaped by the severe restrictions on public life imposed in response to the COVID-19 pandemic and the massive impact this has had on the economy. Still the pandemic is there but with the return of up to 25.000 spectators to the first Bundesliga home match of the season 2021/2022 in the iconic SIGNAL IDUNA PARK a first step of recovery has been made.

After years of continuity in Borussia Dortmund’s dividend policy, still no dividend payment for 2020/2021 fiscal year will be proposed to the Annual General Meeting due to the net loss for the year caused by the Covid-19 crisis.

Most sympathetic football club in Germany (Statista & SPORTFIVE Survey 02.08.2021)

Decade long participation in UEFA competitions. Successful incoming transfers of Donyell Malenand Gregor Kobel.


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BORUSSIA DORTMUND GROUPAPPENDIX

50

REVENUE

EUR '000 2018/2019(1) 2019/2020 2020/2021

Match operations 44,659 32,510 554

Advertising 96,813 98,005 106,577

TV marketing 167,349 169,836 186,655

Merchandising 29,989 33,292 32,640

Conference, catering, miscellaneous 31,446 36,553 7,745

370,256 370,196 334,171

Note(s): 1) After adjustments; Unaudited figures for 2020/21Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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51

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EUR '000 2018/2019(1) 2019/2020 2020/2021

Consolidated revenue 370,256 370,196 334,171

Net transfer income 82,881 40,160 15,401

Other operating income 7,746 9,195 10,377

Cost of materials -21,273 -22,392 -19,589

Personnel expenses -205,104 -215,157 -215,650

Other operating expenses -118,523 -119,010 -85,760

Operating result (EBITDA) 115,983 62,992 38,950

Deprecation, amortisation and write downs -92,482 -106,130 -111,043

Result from operating activities (EBIT) 23,501 -43,138 -72,093

Financial result -1,692 -3,445 -1,059

Profit before income taxes 21,809 -46,583 -73,152

Income taxes -4,418 2,630 342

Consolidated net income for the year 17,391 -43,953 -72,810


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52

NET TRANSFER INCOME

EUR '000 2018/2019 2019/2020 2020/2021

Gross transfer fees 119,268 116,688 24,406

Transfer costs -15,125 -7,488 -1,285

Net transfer fees 104,143 109,200 23,121

Residual carrying amount -21,262 -69,040 -7,720

Net transfer income 82,881 40,160 15,401

Note(s): Unaudited figures for 2020/21Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results

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53

OTHER OPERATING EXPENSES

EUR '000 2018/2019(1) 2019/2020 2020/2021

Match operations 47,318 47,211 36,956

Advertising 25,673 26,989 10,708

Transfer deals 7,225 4,654 4,204

Retail 5,981 6,463 6,486

Administration 26,201 25,352 22,807

Other 6,125 8,341 4,599

118,523 119,010 85,760


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54

CONSOLIDATED STATEMENT OF FINANCIAL POSITION – ASSETS

EUR '000 30.06.2019 30.06.2020 30.06.2021

Non-current assets 371,715 441,455 389,803

Intangible assets 163,710 229,667 193,434

Property, plant and equipment 184,001 193,037 183,454

Investments accounted for using the equity method 322 321 402

Financial assets 52 32 27

Trade and other financial receivables 9,743 12,680 10,392

Prepaid expenses 13,887 5,718 2,094

Current assets 128,356 76,512 60,716

Inventories 4,569 6,754 6,806

Trade and other financial receivables 30,061 36,520 29,936

Tax assets 1,801 375 85

Cash and cash equivalents 55,865 3,317 1,725

Prepaid expenses 15,026 9,901 12,708

Assets held for sale 21,034 19,645 9,456

Total balance sheet 500,071 517,967 450,519


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55

CONSOLIDATED STATEMENT OF FINANCIAL POSITION – EQUITY AND LIABILITIES

EUR '000 30.06.2019 30.06.2020 30.06.2021

Equity 354,919 305,447 232,637

Subscribed capital 92,000 92,000 92,000

Reserves 263,032 213,560 140,750

Treasury shares -113 -113 -113

Equity attributable to the owners of the parent company 354,919 305,447 232,637

Non-current liabilities 19,764 89,911 54,277

Lease liabilities 8,381 20,054 16,819

Trade payables 1,500 69,627 37,250

Other financial liabilities 7,204 0 208

Deferred tax liabilities 2,679 0 0

Deferred income 0 230 0

Current liabilities 125,388 122,609 163,605

Financial liabilities 0 8,031 56,900

Provisions 1,671 0 2,333

Lease liabilities 3,127 4,350 4,241

Trade payables 60,650 67,432 64,103

Other financial liabilities 33,655 39,115 30,901

Tax liabilities 811 40 40

Deferred income 25,474 3,641 5,087

Total balance sheet 500,071 517,967 450,519


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56

CONSOLIDATED STATEMENT OF CASH FLOW

EUR '000 2018/2019(1) 2019/2020 2020/2021

Cash flow from operating activities 28,710 -362 15,947

Payments for

Investment in intangible assets -129,458 -152,736 -88,314

Net proceeds from transfers 115,815 108,090 29,699

Investments in property, plant and equipment -9,872 -6,143 -3,413

Investments in financial assets 6 20 5

Dividends received 0 0 1

Cash flow from investing activities -23,509 -50,769 -62,022

Proceeds from finance raised 0 0 56,900

Dividend payments -5,519 -5,519 0

Repayment of liabilities under leases -3,281 -3,929 -4,386

Cash flows from financing activities -8,800 -9,448 52,514

Change in cash and cash equivalents -3,599 -60,579 6,439

Cash and cash equivalents at the beginning of the period 59,464 55,865 -4,714

Cash and cash equivalents at the end of the period 55,865 -4,714 1,725


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BVB SHAREAPPENDIX

| September 2021 | Financial Year 2020/2021 – Preliminary Results57

• Research report by Hauck & Aufhäuser Privatbankiers AG, dated 26 August 2021 issued “Buy”

• Research report by Berenberg, Hamburg, dated 18 August 2021 issued “Buy” recommendation (previously: “Buy”)

• Research report by Edison Investment Research Ltd., London (UK), dated 17 August 2021, recommendation: “n/a”

• Research report by Frankfurt Main Research AG, Frankfurt a. M., dated 17 August 2021 issued “Buy” recommendation (previously: “Buy”)

• Research report by Stifel Europe Bank AG, Frankfurt a. M, dated 10 May 2021 issued “Hold” recommendation (previously: “Hold”)

• Research report by GSC Research GmbH, Düsseldorf, dated 16 November 2020 issued “Buy” recommendation (previously: “n/a”)

Further information available for download under “Capital Market View” at our IR page at www.bvb.de/aktie.


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SHAREHOLDER STRUCTUREAPPENDIX

58

Borussia Dortmund GmbH & Co. KGaA’s share capital amounts to EUR 92,000,000 divided into the same number of no-par value shares. Based on the voting rights notifications we have received, the shareholder structure of Borussia Dortmund GmbH & Co. KGaA is currently (10/08/2021) as follows:

Evonik Industries AG

9.83%Bernd Geske

9.35%

Ballspielverein Borussia 09 e.V. Dortmund

5.53%SIGNAL IDUNA

5.43%

Ralph DommermuthBeteiligungen GmbH1

4.99%PUMA SE1

4.99%Free float

69.86%1 Shares are contributed as free float


Page 59

FINANCIAL CALENDARAPPENDIX

18/08/2021Berenberg virtual Roadshow, USACompany presentation

06 – 08/09/2021Berenberg Virtual Roadshow Company presentation

02/09/2021Stockpicker Summit, SwedenCompany presentation

28/09/2021Disclosure Annual Report 2020/2021


12/11/2021Disclosure Q1 Financial Report 2021/2022

14/05/2021Disclosure Q3 Financial Report 2020/2021


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IR CONTACT DETAILSAPPENDIX

Borussia Dortmund GmbH & Co. KGaA

Dr. jur. Robin STEDEN

Rheinlanddamm 207 – 20944137 DortmundGermany

Tel: +49 (0) 231 9020-2746Fax: +49 (0) 231 9020-852746E-mail: [email protected]

www.bvb.de/aktie


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