Borussia Dortmund resolves on capital increase with subscription rights

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Borussia Dortmund resolves on capital increase with subscription rights

Borussia Dortmund GmbH & Co KGaA ("Borussia Dortmund", or the "Company") today resolved on a capital increase by exercising the Company's existing authorized capital. A total of 18,396,220 new shares will be placed at a subscription price of EUR 4.70 per share. The shares will be offered to the existing shareholders for subscription. The subscription ratio was set at 5:1. That means that five existing shares entitle holders to subscribe for one new share at the subscription price.

Full placement secured

New shares that remain unsubscribed during the subscription period will be offered to selected qualified investors as part of an international private placement. Any shares, except the shares to be purchased pursuant to subscription and purchase commitments with certain shareholders and investors or otherwise placed in the private placement, will be underwritten by the underwriting bank on a firm commitment basis at a price equal to the Subscription Price. A full placement is thus already secured.

Share capital will be increase to approx. EUR 110.4 million

Once the capital increase has been registered in the commercial register, the issue of the new shares will result in an increase of the share capital from currently EUR 92,000,000.00 by EUR 18,396,220.00 to EUR 110,396,220.00. The next steps required for this capital increase are currently being initiated and are expected to be finalized on October 8, 2021.

Gross issuing proceeds of approx. EUR 86.5 million expected

The Company expects to receive an approximate amount of EUR 86.5 million in gross issuing proceeds from the capital increase.

Comments on the capital increase:

Hans-Joachim Watzke (CEO):
"With this capital increase, Borussia Dortmund has reached a major milestone in overcoming the economic impact it already had to endure as a result of the pandemic. We intend to use the proceeds from the capital increase primarily to repay financial liabilities and to compensate for potential further losses the Company might incur from new and currently unexpected COVID-19-related measures or restrictions on the Company's business activities and from fluctuations in liquidity during the ongoing business year."

Thomas Treß (Managing Director):
"The liquidity obtained by means of the capital increase compensates for the economic strain we so far experienced due to the pandemic, and it strengthens our financial stability. The fact that we were able to secure a full placement at such an early stage is also a sign of the trust the capital market has in our company."

Disclaimer
This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer of shares of the Company in Germany will be made solely on the basis of a securities prospectus to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"). A decision on the acquisition regarding the shares of the Company should only be made on the basis of the approved securities prospectus. The securities prospectus will be available free of charge on the website of the Company (https://aktie.bvb.de) under the "BVB Share" section.

In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").

This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) high net worth companies falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The shares of the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of these securities in the United States.

The underwriting bank is acting exclusively for the Company and no-one else in connection with the offering of shares of the Company ("Offering"). The underwriting bank will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Certain statements contained in this release may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor the underwriting bank assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.

Dortmund, 16. September 2021

Borussia Dortmund GmbH & Co. KGaA
Borussia Dortmund Geschäftsführungs-GmbH