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.
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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.
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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
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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)
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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%
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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:
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information
High
Potentials
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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)
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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%
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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)
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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)
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
? ? ? ?
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
40Page | September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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)
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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.
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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.
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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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BORUSSIA DORTMUND GROUPAPPENDIX
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
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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BORUSSIA DORTMUND GROUPAPPENDIX
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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BORUSSIA DORTMUND GROUPAPPENDIX
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
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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BORUSSIA DORTMUND GROUPAPPENDIX
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
Note(s): Unaudited figures for 2020/21Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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BORUSSIA DORTMUND GROUPAPPENDIX
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
Note(s): Unaudited figures for 2020/21Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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BORUSSIA DORTMUND GROUPAPPENDIX
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
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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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.
Source(s): Company information
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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
Source(s): Company information| September 2021 | Financial Year 2020/2021 – Preliminary Results
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
Source(s): Company information
12/11/2021Disclosure Q1 Financial Report 2021/2022
14/05/2021Disclosure Q3 Financial Report 2020/2021
| September 2021 | Financial Year 2020/2021 – Preliminary Results
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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
60Page | September 2021 | Financial Year 2020/2021 – Preliminary Results