Borussia Dortmund successfully completes capital increase with subscription rights

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR OTHER JURISDICTIONS WHERE SUCH A PUBLICATION COULD BE UNLAWFUL OR WHERE THE OFFER OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS.

Borussia Dortmund successfully completes capital increase with subscription rights

Borussia Dortmund GmbH & Co KGaA ("Borussia Dortmund", or the "Company") has successfully completed the capital increase with subscription rights that it had announced on September 16, 2021.In total, 18,396,220 new shares were offered for subscription at a subscription ratio of 5:1 and a subscription price of EUR 4.70. 91,6% of all subscription rights were exercised. The new shares that remained unsubscribed were today allocated to a small group of investors, including the pre-committed investors.

The capital increase needs to be registered with the commercial register in order to take effect, which the Company will apply for shortly. The new shares are expected to be admitted to trading on October 7, 2021 and to be included in the existing quotation in the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange on October 8, 2021.

Dortmund, 05. October 2021

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

Disclaimer
This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. The subscription period for the securities mentioned in this release has expired. A public offer of shares of the Company in Germany was made solely on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"). The securities of the Company have already been sold.

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.

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 the Company does not 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.