Disclosure Devil - Summary

Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 1 REMUNERATION REPORT for the financial year from 1 July 2024 to 30 June 2025 I. INTRODUCTION This remuneration report is published for the financial year from 1 July 2024 to 30 June 2025 (financial year 2024/2025) by Borussia Dortmund Geschäftsführungs-GmbH as the general partner and by the Supervisory Board of the listed company Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien ("Borussia Dortmund GmbH & Co. KGaA" or the "Company"). It presents the main features of the remuneration system for the members of the Company's Supervisory Board and the individual remuneration for the Supervisory Board members, broken down into components. For transparency purposes as regards the general partner, the report also includes voluntary disclosures on the main features of the remuneration system for its managing directors and outlines the reimbursement of the personnel and materials expenses incurred by it in the course of managing the Company, as well as its fee. This remuneration report constitutes a report in accordance with § 162 in conjunction with § 278 (3) of the German Stock Corporation Act (Aktiengesetz, "AktG") in the version amended by the German Act Implementing the EU Second Shareholder Rights Directive (ARUG II). It furthermore complies with the provisions of the German Commercial Code (Handelsgesetzbuch, "HGB") and – unless otherwise indicated in the declaration of conformity given by the general partner and the Supervisory Board – with the recommendations of the German Corporate Governance Code (the "Code"). Given the specific features of its legal form as a German partnership limited by shares (Kommanditgesellschaft auf Aktien, "KGaA"), Borussia Dortmund GmbH & Co. KGaA has no executive board. In accordance with § 278 (3) AktG, the parts of § 162 AktG that relate to the executive board of a listed company are therefore not applicable to it. As a KGaA, responsibility for managing the business and representing the partnership lies with its general partner, Borussia Dortmund Geschäftsführungs-GmbH. Borussia Dortmund Geschäftsführungs-GmbH is for its part represented by managing directors Hans-Joachim Watzke (Chairman), Thomas Treß, Carsten Cramer and Lars Ricken; its sole shareholder is Ballspielverein Borussia 09 e.V. Dortmund. Compared with the supervisory board of a German stock corporation (Aktiengesellschaft, "AG"), the rights and duties of the Company's Supervisory Board, which is appointed by the Annual General Meeting, are limited. It has no authority with respect to matters involving personnel, and as such has no authority to appoint and dismiss managing directors at Borussia Dortmund Geschäftsführungs-GmbH or to stipulate the terms of their contracts, in particular as regards remuneration. Nor is the Company's Supervisory Board authorised to adopt internal rules of procedure or to define a list of transactions requiring its consent on behalf of the general partner. 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. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 2 II. REMUNERATION OF SUPERVISORY BOARD MEMBERS Main features of the remuneration system Within the scope of the responsibilities incumbent upon it by law, which include in particular advising the general partner and overseeing its management, the Supervisory Board contributes to the promotion of the business strategy and the long-term development of the Company. The remuneration system for Supervisory Board members takes into account the responsibility they bear as well as the scope of the responsibilities incumbent upon or assumed by them. The structure and amount of Supervisory Board remuneration also affect the ability to attract qualified persons to stand for election to sit on the Company's Supervisory Board. Supervisory Board members are remunerated solely in the form of fixed remuneration. There are no plans to introduce any variable, performance- or share-based remuneration components for Supervisory Board members. The aim is to strengthen the Supervisory Board's role as an independent oversight and advisory body, which is not geared towards short-term corporate profit, but to long-term development. In addition to the reimbursement of their out-of-pocket expenses, each member of the Supervisory Board receives fixed annual remuneration of EUR 24,000.00, payable after the end of the financial year; the Chairman receives twice that amount and the Deputy Chairman receives one-and-a-half times that amount. In accordance with Article 8 (1) of the Articles of Association, the Supervisory Board comprises nine members. Each member of the Audit Committee of the Supervisory Board receives additional remuneration of EUR 6,000.00 annually, payable together with the fixed remuneration; the Chairman of the Audit Committee receives twice that amount as additional remuneration. In accordance with the resolution of the Supervisory Board dated 2 December 2021, the Audit Committee comprises three Supervisory Board members. Members who have not been a member of the Supervisory Board for a full financial year will receive pro- rated remuneration; the foregoing applies mutatis mutandis where the Chairman or Deputy Chairman of the Supervisory Board or Chairman or members of the Audit Committee, whose roles attract higher or additional remuneration, have not served in those positions for a full financial year. The remuneration for Supervisory Board members presented above was adopted with a 99.88% majority of votes cast by resolution of the Annual General Meeting on 2 December 2021, with the approval of the general partner, and from the financial year beginning on 1 July 2021 onwards is governed by Article 13 of the Company's Articles of Association. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 3 Remuneration of Supervisory Board members in financial year 2024/2025 The table below shows the remuneration due and payable to the individual members of the Supervisory Board for financial year 2024/2025. The remuneration shown in the table constitutes the amounts granted for financial year 2024/2025. In accordance with the payment provisions of the Company's Articles of Association, these will actually be distributed in financial year 2024/2025. The table therefore shows the remuneration accruing to the members of the Supervisory Board for financial year 2024/2025. The table does not show any remuneration due because the Company was not in default with the payment of remuneration components. SUPERVISORY BOARD of Borussia Dortmund GmbH & Co. KGaA Christian Kullmann Ulrich Leitermann Bernd Geske Judith Dommermuth Dr Reinhold Lunow Silke Seidel Chairperson of the Supervisory Board (stepped down on 25 November 2024) Deputy Chairperson of the Supervisory Board From 25 November 2024 Chairperson of the Supervisory Board RIGHT TO REMUNERATION in 2024/2025 (EUR '000) 19 42 24 24 24 45 Bodo Löttgen Prof. Bernhard Pellens Matthias Bäumer Christian Schmid Michael Zorc Stepped down on 25 November 2024 From 25 November 2024 Member of the Supervisory Board From 25 November 2024 Member of the Supervisory Board RIGHT TO REMUNERATION in 2024/2025 (EUR '000) 10 36 24 14 14 The table below presents a year-on-year comparison of the percentage change in Supervisory Board members' remuneration against the Company's income and earnings development and the average remuneration paid to employees on a full time-equivalent basis at the Group level excluding managing directors and the Sporting segment (players, coaches, sporting management). The comparison of average employee remuneration applies the transitional provision stipulated in § 26j (2) of the Introductory Act to the German Stock Corporation Act (Einführungsgesetz zum Aktiengesetz, "EGAktG"); in other words, the comparative period for employees does not have to extend over five years but rather uses the average remuneration for annual periods falling after the first financial year beginning on or after 31 December 2020. The income and earnings development is presented on the basis of the relative change in the key performance indicators "sales", "operating result (EBITDA)", "result from operating activities (EBIT)" and "net profit/loss for the year" of Borussia Dortmund GmbH & Co. KGaA in accordance with the annual financial statements. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 4 Supervisory Board remuneration EUR '000 2024/2025 2023/2024 Change in % Christian Kullmann 19 48 -60.42 Ulrich Leitermann 42 42 0.00 Bernd Geske 24 24 0.00 Judith Dommermuth 24 24 0.00 Dr Reinhold Lunow 24 24 0.00 Silke Seidel 45 30 50.00 Bodo Löttgen 10 24 -58.33 Prof. Bernhard Pellens 36 36 0.00 Matthias Bäumer 24 24 0.00 Christian Schmid 14 0 - Michael Zorc 14 0 - Financial key performance indicators (HGB) EUR '000 2024/2025 2023/2024 Change in % Sales 528,663 562,410 -6.00 Operating result (EBITDA) 100,066 129,132 -22.51 Result from operating activities (EBIT) -1,363 27,918 -104.88 Net income for the year 7,653 37,857 -79.78 The average remuneration of employees amounted to EUR 64 thousand in financial year 2024/2025 (average for previous three financial years: EUR 59 thousand) – representing an increase of approximately 7.36%. The remuneration granted and due to the members of the Supervisory Board for financial year 2024/2025 complies with the Articles of Association and thus the remuneration system for the members of the Supervisory Board. There were no deviations from the applicable remuneration system in financial year 2024/2025. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 5 III. REMUNERATION OF THE GENERAL PARTNER Basis Borussia Dortmund GmbH & Co. KGaA is a German partnership limited by shares (Kommanditgesellschaft auf Aktien, "KGaA"). As described in detail in the introduction, the legal form of a KGaA does not have an executive board. Based on the statutory provisions of the AktG, the duties of the executive board are incumbent on the general partner. The sole general partner of Borussia Dortmund GmbH & Co. KGaA is Borussia Dortmund Geschäftsführungs-GmbH, which in turn is represented by its management body and is therefore responsible for managing the business of Borussia Dortmund GmbH & Co. KGaA. In return, the general partner does not receive remuneration in the sense of that paid to an executive board member under a service agreement within the meaning of § 162 AktG. Instead, Article 7 of the Articles of Association of Borussia Dortmund GmbH & Co. KGaA stipulates that the general partner is entitled to reimbursement of the costs of staff and materials incurred by it in managing the company, plus a fee equivalent to 3% of the company's otherwise generated net profit for the year. The reimbursement of costs also includes reimbursement of expenses and remuneration for members of the general partner's Advisory Board; the total amount of Advisory Board remuneration eligible for reimbursement each financial year is capped at EUR 252,000.00. No disclosures are made in the remuneration report with regard to the individual remuneration of the managing directors and members of the Advisory Board of the general partner. The legal grounds this are as follows: 1. The general partner, its managing directors and the members of its Advisory Board are not members of the Company's executive or supervisory board. As such, they are clearly not covered by the wording of § 162 AktG. 2. § 283 AktG conclusively stipulates which of the provisions applicable to the executive board of a German stock corporation (Aktiengesellschaft) also apply mutatis mutandis to the general partner of a KGaA. The list does not include §§ 87, 87a, 120a AktG or § 162 AktG. 3. For § 162 AktG to be applied to the KGaA would require either a specific order from lawmakers or the prerequisites for application mutatis mutandis. On the one hand this does not constitute an unplanned gap in the legislation, since lawmakers were well aware of the specific features of the KGaA legal form when drafting ARUG II. Moreover, as can be seen from the following explanations, the interests in the case of a KGaA are not comparable with those arising for example in the case of a stock corporation. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 6 4. An obligation to provide personalised disclosures on the remuneration paid to a general partner and the members of its governing bodies would not fit with the structure of a KGaA. The duty to prepare a remuneration report is aimed at the "executive board and supervisory board" of the listed company. The managing directors and the members of the Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH are, however, not members of the governing bodies of Borussia Dortmund GmbH & Co. KGaA. 5. Furthermore, Borussia Dortmund Geschäftsführungs-GmbH is not a listed company and any reporting requirements in respect of its managing directors and/or Advisory Board would have to result from the provisions of law applicable to its own accounting and reporting. In this respect, attention must be paid to segregating the activities of two legal entities (the KGaA and the general partner). 6. Furthermore, the Supervisory Board of Borussia Dortmund GmbH & Co. KGaA has no authority over matters involving personnel and remuneration with respect to Borussia Dortmund Geschäftsführungs-GmbH, its managing directors or the members of its Advisory Board. 7. Nor does Borussia Dortmund GmbH & Co. KGaA hold any shares in its general partner, whose sole shareholder is Ballspielverein Borussia 09 e.V. Dortmund. Borussia Dortmund GmbH & Co. KGaA is consequently not structured as a "unified KGaA", an arrangement under which the KGaA holds all shares in its general partner. As such, Borussia Dortmund GmbH & Co. KGaA likewise lacks the (indirect) influence in determining the remuneration paid to the managing directors or members of the Advisory Board of the general partner that would arise as a shareholder of the general partner via its shareholders' meeting. 8. There is also no additional body or committee established at the level of Borussia Dortmund GmbH & Co. KGaA (for instance a "shareholder committee") whose members are elected by the Annual General Meeting of Borussia Dortmund GmbH & Co. KGaA that has authority with respect to personnel and remuneration matters involving the members of the general partner's management body. In this respect, too, the Company has no influence in determining the remuneration paid to the managing directors of the general partner. The same applies with respect to the members of the general partner's Advisory Board. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 7 9. It is the intention of lawmakers for the remuneration report in accordance with § 162 AktG to enable shareholders to review whether the remuneration paid to the members of the executive board as the management body has been determined in accordance with the requirements of the remuneration system approved by the annual general meeting pursuant to § 87a AktG. However, the provisions of § 87a AktG in turn presuppose that the supervisory board has authority in matters relating to remuneration, which as stated above is not the case for the supervisory board of a KGaA. Even more clearly than in the case of § 162 AktG, it is thus evident that § 87a AktG does not reasonably apply to Borussia Dortmund GmbH & Co. KGaA. Furthermore, Borussia Dortmund GmbH & Co. KGaA has no "members of the executive board". To the extent a partnership – such as Borussia Dortmund GmbH & Co. KGaA – has not put in place a remuneration system, there is in principle no need for a subsequent duty to prepare a remuneration report within the meaning of § 162 AktG, since in the absence of an abstract remuneration system adopted by the annual general meeting there is nothing whose specific implementation could be monitored. In addition, the respective disclosures are otherwise made each year in the Company's annual and consolidated financial statements. Given the ever increasing reporting obligations, there is currently no reason to go beyond the legal requirements in this respect, such as in this report. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 8 MAIN FEATURES OF THE REMUNERATION SYSTEM of the managing directors of Borussia Dortmund Geschäftsführungs-GmbH Borussia Dortmund Geschäftsführungs-GmbH is represented by managing directors Hans-Joachim Watzke, Thomas Treß, Carsten Cramer and Lars Ricken. The structure of the remuneration system for the management of the general partner is defined and regularly reviewed by the Executive Committee of its Advisory Board. The Executive Committee of the Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH is also responsible for setting the remuneration of the individual executives and for defining the appropriate amount of remuneration. The appropriate remuneration level is defined in particular on the basis of the specific executive's responsibilities and performance, as well as on the basis of Borussia Dortmund's financial position, performance and future prospects. Managing Director (Chairman) The remuneration for Chairman of the Management (CEO) Mr Hans-Joachim Watzke comprises two components: a fixed amount and a variable component. The fixed component is stipulated by contract and is paid out in twelve equal monthly instalments. The variable component takes into account the sporting success achieved, is based on the business trend and is dependent on net income for the year before tax and the managing directors' remuneration. The bonus paid to the CEO is calculated at 3% of the pre-tax net profit for the year, minus the remuneration paid to the managing directors. The potential bonus is capped at 60% of the gross fixed remuneration. Any additional non-cash or ancillary benefits granted relate primarily to insurance benefits at standard market conditions, pension commitments made by Borussia Dortmund Geschäftsführungs-GmbH to its current CEO and the provision of a company car. The Company does not offer any stock option plans or similar incentive schemes. Other managing directors The remuneration for the two other managing directors, Thomas Treß and Carsten Cramer, comprises two components in each case: a fixed amount and a variable component. The fixed component is stipulated by contract and is paid out in twelve equal monthly instalments. The service agreements of the two above-mentioned managing directors also stipulate an automatic annual inflation adjustment from 1 July 2022 amounting to 2.5% of their fixed remuneration. The variable component is based on the business trend and is dependent on net income for the year before tax and the managing directors' remuneration. The bonus paid to the other two managing directors is calculated at 2% of the net profit for the year before tax and less the remuneration paid to the managing directors. The potential bonus for the other two managing directors is capped at 60% of the gross fixed remuneration. Any additional non- cash or ancillary benefits granted relate primarily to insurance benefits at standard market conditions, pension commitments made by Borussia Dortmund Geschäftsführungs-GmbH to its current other managing directors and the provision of a company car in each case. The Company does not offer any stock option plans or similar incentive schemes. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 9 The remuneration paid to the managing director Lars Ricken, who has been in office since 1 May 2024, also comprises two components: a fixed amount and a variable component. The fixed component is stipulated by contract and is paid out in twelve equal monthly instalments. The fixed component increases in stages through to the final year of the contract, when it will amount to 50% more than in the first year of the contract. The variable component is based on the Club's athletic success and is capped at an absolute amount. Any additional non-cash or ancillary benefits granted relate primarily to insurance benefits at standard market conditions and the provision of a company car. The Company does not offer any stock option plans or similar incentive schemes. In financial year 2024/2025, the four managing directors of the general partner received total remuneration (comprising fixed and variable components) of EUR 7,848,328.55 (previous year: EUR 8,278,339.84). In addition, pension commitments totalling EUR 2,969,966.00 (previous year: EUR 2,770,236.00) were granted; of that amount, EUR 214,943.00 was recognised as an expense in financial year 2024/2025 (previous year: EUR 845,962.00). Interest income of EUR 15,213.00 (previous year: EUR 0.00) was also recognised in connection with the measurement of pension commitments. These personnel expenses form part of the costs reimbursed by Borussia Dortmund GmbH & Co. KGaA to Borussia Dortmund Geschäftsführungs-GmbH in accordance with the Articles of Association. Remuneration of the members of the Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH The Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH functions as a supervisory body with respect to the management. Its total remuneration amounted to EUR 245,000.00 in financial year 2024/2025 (previous year: EUR 245,000.00), and forms part of the costs reimbursed by Borussia Dortmund GmbH & Co. KGaA to Borussia Dortmund Geschäftsführungs-GmbH in accordance with the Articles of Association. Other costs reimbursed to Borussia Dortmund Geschäftsführungs-GmbH In addition to the cost reimbursement presented above, the costs reimbursed by the Company to the general partner in accordance with the Articles of Association also include costs of materials. These amounted to EUR 14,311.85 in financial year 2024/2025 (previous year: EUR 15,408.70). Profit-related fee for Borussia Dortmund Geschäftsführungs-GmbH In addition to the reimbursement of costs, the Articles of Association stipulate a fee payable Borussia Dortmund Geschäftsführungs-GmbH amounting to 3% of the net profit for the year otherwise generated by the Company. In financial year 2024/2025, this fee amounted to EUR 248,008.00 (previous year: EUR 1,173,261.00) due to the fact that Borussia Dortmund GmbH & Co. KGaA reported a net profit for the year in its annual financial statements as at 30 June 2025. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 10 Dortmund, 25 September 2025 On behalf of the Supervisory Board Silke Seidel Chairperson of the Supervisory Board On behalf of Borussia Dortmund Geschäftsführungs-GmbH Hans-Joachim Watzke Managing Director (Chairman) Thomas Treß Managing Director Carsten Cramer Managing Director Lars Ricken Managing Director Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 11 REPORT OF THE INDEPENDENT AUDITOR To Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund/Germany We have audited the content of the accompanying remuneration report of Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund/Germany, (“the Company”) for the financial year from 1 July 2024 to 30 June 2025, including the related disclosures, which has been prepared to comply with Section 162 German Stock Corporation Act (AktG). Responsibilities of the Executive Directors and of the Supervisory Board The executive directors of Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund/Germany, are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of Section 162 AktG. The executive directors are also responsible for such internal control as they consider necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error. The supervisory board is responsible for the presentation of the supervisory board remuneration system and of the remuneration of the members of the supervisory board in the remuneration report. Auditor’s Responsibilities Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). These Standards require that we fulfill the professional responsibilities and that we plan and perform the audit so that we obtain reasonable assurance as to whether the remuneration report, including the related disclosures, is free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error. An audit involves performing audit procedures in order to obtain audit evidence for the amounts stated in the remuneration report, including the related disclosures. The choice of the audit procedures is subject to the auditor’s professional judgment. This includes assessing the risk of material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error, in the remuneration report, including the related disclosures. In assessing these risks, the auditor considers the system of internal control, which is relevant to preparing the remuneration report, including the related disclosures. Our objective is to plan and perform audit procedures that are appropriate in the circumstances, but not to express an audit opinion on the effectiveness of the Company’s system of internal control. An audit also comprises an evaluation of the accounting policies used, of the reasonableness of accounting estimates made by the executive directors and the supervisory board as well as an evaluation of the overall presentation of the remuneration report, including the related disclosures. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REMUNERATION REPORT 12 Audit Opinion In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report for the financial year from 1 July 2024 to 30 June 2025, including the related disclosures, complies, in all material respects, with the accounting principles of Section 162 AktG. Other Matter – Formal Audit of the Remuneration Report The audit of the content of the remuneration report described in this report comprises the formal audit required under Section 162 (3) AktG including the issuance of a report on this audit. Since our audit opinion on the audit of the content is unmodified, this audit opinion includes that the disclosures required under Section 162 (1) and (2) AktG are contained, in all material respects, in the remuneration report. Intended Use of the Report We issue this report as stipulated in the engagement letter agreed with the Company. The audit has been performed for the purposes of the Company and the report is solely intended to inform the Company about the result of the audit. Liability This report is not intended to be used by third parties as a basis for any (asset) decision. We are liable solely to Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien and our liability is also governed by the engagement letter dated 26 November 2024 and 16 December 2024 agreed with the Company as well as the “General Engagement Terms for Wirtschaftsprüferinnen, Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (German Public Auditors and Public Audit Firms)” promulgated by the Institut der Wirtschaftsprüfer (IDW) in the version dated 1 January 2024 (IDW-AAB). However, we do not accept or assume liability to third parties. Düsseldorf/Germany, 25 September 2025 Deloitte GmbH Wirtschaftsprüfungsgesellschaft / Signed: Signed: André Bedenbecker Christian Renzelmann Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)