Borussia Dortmund GmbH : Code of Conduct (as of June 2024)

CODE OF CONDUCT

INTRODUCTORY REMARKS

Dear Colleagues,

ECHTE LIEBE - BOTH A COMMITMENT AND A RESPONSIBILITY NOT TO BE TAKEN LIGHTLY.

Borussia Dortmund stands for intensity, authenticity, community and ambition. Everything we do has a powerful impact. Our stadium is the epicentre: This is where the intense energy within BVB is released. We hold a firm place in the hearts of our fans, and their unconditional loyalty has carried us through the good times and the bad for over 100 years. We are absolutely committed to giving them something in return, by delivering on the pitch and promising to stay the same as ever: frank, welcoming, tenacious and woven into the very fabric of Dortmund.

One of the foundations of our success is our responsible and ethical conduct. This is something that can be counted on, and not just by our fans. We regard respect, integrity and openness as crucial values in business. We see it as our mission to honour the trust placed in us by conducting ourselves responsibly and with integrity and honesty.

Compliance with applicable laws and internal policies is the most basic prerequisite and an integral part of the way we conduct ourselves both within the BVB organisation as well as in our interactions with third parties. Illegal, unethical or irresponsible behaviour is not tolerated at BVB. On the contrary, our aim is to ensure that all our employees know and comply with the law and internal policies.

It is also our policy to use resources sustainably, and we are committed to doing our part to protect the climate and the environment.

We practice a culture of failure and feedback to ensure that errors never go uncorrected. That's why we encourage you to speak up about any abuses or irregularities. It's the only way for us to be even more successful going forward.

This Code of Conduct cannot provide instructions for action in every situation, but it can serve as a framework for further rules and to provide guidance. It aims to help employees to avoid violating the law or breaching contractual obligations, to avoid conflicts between private and business interests and to protect BVB from financial loss and reputational damage. As such, this Code of Conduct provides a critical foundation for corporate governance and collaboration at BVB. Together with our mission statement - "Borussia Dortmund stands for an intense football experience" - and the principles for corporate governance and collaboration, it forms part of our corporate culture.

This Code of Conduct does not contain any new rules, it simply illustrates the applicable standards that we have always held ourselves to. These ground rules are intended to serve as a framework for the decisions we make, and they are flanked by policies that will give you more specific guidance in certain situations.

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TABLE OF

CONTENTS

CONTENTS

INTRODUCTORY REMARKS	3
A. TO WHOM DOES THE CODE OF CONDUCT APPLY?	6
B. HOW DO WE DEAL WITH ONE ANOTHER?	8
I.	Respectful, non-discriminatory treatment	9
II.	We uphold human rights	10
III.	We guarantee a safe and secure workplace	10
C. HOW DO WE CONDUCT OURSELVES IN BUSINESS DEALINGS?	11
I.	We do not give or accept bribes	12
II.	We avoid impermissible gifts and invitations	13
III.	We comply with the law, particularly when dealing with (elected) officials	13
IV.	We avoid conflicts of interest	14
V.	We protect insider information and avoid insider trading	14
VI.	We do not engage in collusive practices with our competitors	15
VII.	We combat money laundering and terrorist financing	16
VIII.	We comply with export rules and customs regulations	16
IX.	We uphold human rights and protect the environment	17
X.	We keep proper accounts and meet our financial reporting obligations	17
XI.	We comply with tax regulations	18
D. HOW DO WE HANDLE DATA AND NATURAL RESOURCES?	19
I.	We protect personal data	20
II.	We protect the environment and act sustainably	21
III.	We protect sensitive information	22
IV.	We protect our intellectual property	22
V.	We protect the property of BVB	23
VI.	We protect our IT landscape	23
E. HOW DO WE DEAL WITH MISTAKES?	24
I.	We report misconduct	25
II.	Violations will be assessed and sanctioned with appropriate action	26
III.	We contact the compliance officer when we have questions or something is unclear	26

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A

TO WHOM

DOES THE CODE OF CODUCT APPLY?

TO WHOM DOES THE CODE OF CODUCT APPLY?

This Code of Conduct applies to all BVB employees. We must be guided by and all make our decisions based on the principles set forth herein. Exceptions cannot and will not be permitted.

Our managers lead by example in all decisions and are available as the first point of contact for guidance and assistance on questions relating to this Code of Conduct.

This Code of Conduct summarises our key compliance requirements, and may be further specified by internal provisions. These provisions must be published in an appropriate form within the Group. At BVB, "compliance" means complying with applicable laws as well as internal policies and the Company's own binding undertakings.

Irrespective of the principles defined herein, BVB expects all of its employees to be discerning and examine critically whether it might not be appropriate to seek the advice of other employees before making a decision. Some decisions can be of substantial legal, economic or factual import. Particularly in such cases, it is important to avoid making the wrong decision and rule out any possibility of abuse. That's why many internal policies call for decisions to be made by at least two responsible employees ("principle of dual control"). But more than this, each employee must critically examine in each individual case whether they can make the decision alone - within the scope of their responsibility - or whether they could or should involve another em-ployee. If you have any doubts or questions, contact your manager or the compliance officer.

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HOW DO WE DEAL WITH ONE ANOTHER?

B

HOW

DO WE DEAL WITH ONE ANOTHER?

Our success depends on treating one another with respect. It is important that we don't marginalise others in our day-to-day work and that each individual feels safe and at ease in the workplace.

1. Respectful, non-discriminatory treatment

BASIC PRINCIPLE

A pleasant, fair, inclusive and productive work environment is our top priority. We value diversity and equal opportunity, celebrate our differences and want to cultivate an environment in which everyone has the opportunity to develop to their fullest potential.

We treat our colleagues, suppliers, business partners, external employees and customers with respect and tolerance. No one may be disadvantaged or discriminated against because of their ethnic background or nationality, gender, religion or ideology, disability, age, sexual orientation, skin colour, apprenticeship or other characteristics. Sexual harassment has no place in our organisation, and unwanted sexual advances are abhorred in every form. No person may be disparaged by verbal or physical abuse, be it by violence, malicious pranks, or insults.

OUR GROUND RULES

• We treat everyone fairly and with respect.
• We reject discrimination and (sexual) harassment.
• Our hiring decisions are made based on the individual's abilities and qualifications.
• We are open to new ideas and promote a cordial and courteous tone.
• We critically examine our own thought processes.

EXAMPLE

A fellow co-worker regularly sends around cartoons and videos denigrating foreigners and often tells derogatory stories about foreigners.

Speak to your manager about the situation, or report the conduct to the compliance officer. Such behaviour will not be tolerated.

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HOW DO WE DEAL WITH ONE ANOTHER?

II. We uphold human rights	III. We guarantee a safe and secure
	workplace

C

BASIC PRINCIPLE

BVB is committed to the international conventions on human rights and advocates compliance with them.

OUR GROUND RULES

• We are actively engaged with the international conventions on human rights and advocate their observance.
• We examine early in the decision-making process whether our decisions could adversely affect human rights.

EXAMPLE

While ordering merchandising products you discover that your business partner has violated a convention on the prevention of forced labour.

Act as directed and take action to review the business relationship. It may be necessary to end the contractual relationship with the supplier. Notify your manager and the compliance officer.

BASIC PRINCIPLE

Our success is based on the performance of each individual and the team as a whole. Therefore, creating a safe and secure workplace is a top priority.

All specifications and standards relating to occupational health and safety must be complied with. We create a safe and secure environment where we can not only work, but also find the right work-life balance. We only work within the permitted scope and observe the requirements of the law on working hours.

OUR GROUND RULES

• We observe occupational health and safety regulations.
• We report safety violations and remedy unsafe working conditions immediately.
• We observe the law on working hours.

EXAMPLE

You notice that boxes are blocking the emergency exits.

If you can, push the boxes to the side and notify HR and the occupational health and safety officer.

HOW DOWE

CONDUCT OURSELVES

IN BUSINESS DEALINGS?

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Fair play is not just something we embody on the pitch - it is the foundation for all of our

I. We do not give or accept bribes

HOW DO WE CONDUCT OURSELVES IN BUSINESS DEALINGS?

II. We avoid impermissible gifts	III. We comply with the law,
and invitations	particulary when dealing with
	(elected) officials

business decisions.

Here too, we follow the ground rules, i.e., applicable laws and Group-internal policies.

BASIC PRINCIPLE

BVB rejects the practice of giving or taking bribes in any form and ensures that applicable laws to prevent bribery and corruption are always complied with and in all cases.

We never grant favours to third parties to have a business decision go our way. By the same token, we never accept any favours from third parties in exchange for performing acts on their behalf. Favours may only be accepted or granted to the extent that they are socially customary and are reasonable in scope. Whether or not they qualify as socially customary will also depend on the employee's position as well as that of the recipient and customary business practices.

OUR GROUND RULES

• In making our business decisions, we comply with anti-bribery and anti-corruption laws.
• We read the existing internal policies on the subject before we grant or accept any favours.
• We do not grant (elected) officials any inadmissible favours.
• In the event of doubt about the permissibility of granting or accepting a favour, and even in the event of questions about what is considered socially customary, we contact our manager or the compliance officer.
• If we see a situation where bribery or corruption cannot be ruled out, we report this to our manager or our compliance officer.

BASIC PRINCIPLE

It is quite common for inducements to be granted to employees and agents of customers and business partners in the form of gifts or invitations or to be accepted by employees.

However, gifts and invitations may only be granted/ accepted within the customary scope (key word: socially customary) and they may not be granted with the aim of influencing a business decision or official act or in the expectation of any consideration or promise. In addition, gifts and invitations must be transparent; any outlays must be documented internally.

OUR GROUND RULES

• We read the existing internal policies on the subject before we grant or accept any gifts or invitations.
• We do not give or accept and inadmissible gifts.
• In the event of doubt about the permissibility of the gift or invitation, and even in the event of questions about what is considered socially customary, we contact our manager or the compliance officer.
• If we see a situation where a gift or invitation is given in expectation of consideration, we report this to our manager or our compliance officer.

BASIC PRINCIPLE

We communicate with governments, (elected) officials, authorities and other public institutions transparently and never grant any favours to expedite a pending decision or to obtain any special treatment, for example.

OUR GROUND RULES

• We deal fairly and transparently with governments and (elected) officials.
• We do not grant (elected) officials any inadmissible favours.
• If we are unsure as to whether the business partner is an (elected) official in a foreign country, we notify our managers or the compliance officer.

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IV. We avoid conflicts of interest	V. We protect insider information
	and avoid insider trading

HOW DO WE CONDUCT OURSELVES IN BUSINESS DEALINGS?

VI. We do not engage in collusive practices with our competitors

BASIC PRINCIPLE

Decisions must be made impartially and in BVB's interest.Employeesshouldnotbeguidedbypersonal interests that run counter to the best interest of BVB.Eventheimpressionofaconflictofinterestshould be avoided or otherwise disclosed. Private interests must be strictly separated from the interests of BVB. Business decisions may not be influenced by private interests under any circumstances. Even the appearance of any such influence must be avoided. Contracts will only be awarded on the basis of objective selection criteria. Should conflicts of interest arise in connection with the award of a contract, the manager or compliance officer must be notified. Transparency must be maintained at all costs. Therefore, decision-making processes must be documented and traceable.

Conflicts of interest could arise, for example, in personal or family relationships with customers, colleagues, competitors or applicants, or by virtue of secondary employment

OUR GROUND RULES

• We select our suppliers and applicants solely based on quality/qualifications and never allow ourselves to be guided by our private interests.
• Weavoideventheimpressionofapotentialconflict of interest by disclosing personal or familial relationships in connection with any business decision to our managers or the compliance officer.

EXAMPLE

Your cousin is looking for employment and you recommend him for a job.

Notify your manager and the compliance officer and remove yourself from any involvement in the hiring process. Your cousin might nevertheless meet the requisite qualifications for the position and be hired. However, the appearance of any conflict of interest would be avoided.

BASIC PRINCIPLE

Insider information is any specific piece of information which is not publicly known and which, were it to become known, would be likely to have a significant effect on the stock market price of shares or other financial instruments. During our activities, we may receive such information about the BVB share or shares of suppliers.

BVB has undertaken to comply with applicable laws with regard to the capital market and to disclose information to the capital market without undue delay insofar as this information could affect the share price (ad hoc disclosure).

To the extent that no publication is made, we handle insider information with due care and confidentially and do not disclose it to third parties. Even with internal communications, we examine to what extent our colleagues really have a "need to know" the information for their day-to-day work.

If we have knowledge of insider information, we do not sell or purchase any shares or financial instruments based on that knowledge. Nor do we direct any third parties to take any action with regard to the share or financial instrument

OUR GROUND RULES

• We handle insider information with due care and confidentially and do not disclose it to third parties.
• When it comes to insider information, we operate on a need to know basis, meaning that information is disclosed only if and to the extent it is required for our day-to-day work.
• We do not buy or sell stock nor make recommen- dations to third parties based on insider information.
• We publish insider information without undue delay and in the form and manner required by law.

EXAMPLE

A family member of yours holds BVB shares. In the context of your job with BVB, you learn about a planned corporate action, e.g., a planned capital increase.

Treat this information confidentially and do not disclose it. If in doubt, contact your manager or the compliance officer.

BASIC PRINCIPLE

In the best interests of all market participants, not to mention our fans, BVB rejects all unfair collusive practices with competitors that could disrupt or restrict free competition.

BVB is committed to compliance with all anticompetitive and antitrust laws. As such, discussions, agreements and arrangements between actual or potential competitors, suppliers or customers regarding prices, market restrictions or even the boycott of certain vendors or suppliers are prohibited.

OUR GROUND RULES

• We comply with all anti-competitive and antitrust laws.
• We do not disclose our prices, pricing structures, business planning, development status or delivery deadlines with third parties.
• Prior to board/committee meetings with com- petitors, we inform ourselves about what we may and may not discuss with third parties.
• If we are unsure about certain behaviour or arrangements, we contact the compliance officer.

EXAMPLE

You have a conversation with the employee of a competitor. You quickly notice that he's interested in knowing about BVB's purchasing prices. He tells you that he would reveal the competitor's prices in exchange.

Make it clear to the competitor's employee that you are not going to talk about prices. Notify your manager and the compliance officer.

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VII. We combat money laundering	VIII. We comply with export rules
and terrorist financing	and customs regulations

HOW DO WE CONDUCT OURSELVES IN BUSINESS DEALINGS?

IX. We uphold human rights and	X. We keep proper accounts and
protect the environment	meet our financial reporting
	obligations

BASIC PRINCIPLE

Money laundering is the process of introducing funds derived from criminal activities into the regulated economic cycle. Even unintentional participation in money laundering activities by a third party is sufficient to incur severe penalties. Terrorist financing is when funds or other resources are provided to terrorist organisations or for the purpose of committing terrorist offences.

BVB only maintains business relations with upstanding business partners, and therefore we act in compliance with anti-money laundering and terrorist financing laws.

OUR GROUND RULES

• We ensure that AML and KYC audits are conducted in accordance with internal policies.
• We accept no payments originating from accounts other than the official accounts of our business partners.
• We allocate payments received to the corres- sponding services and ensure transparent payment flows.
• In the event of suspected money laundering or terrorist financing, or even just questions, we contact the compliance officer and the responsible finance department

EXAMPLE

In the context of a supply contract, you receive payments from a third party who is not your business partner. The payment also originates from a country other than where your business partner's registered office is located.

Ask your business partner about the transaction and request an explanation for the payment flow. Decline the payment if the transaction is not verifiable. Notify your manager and the compliance officer or the responsible finance department.

BASIC PRINCIPLE

Participating in the global market means that we are increasingly sourcing products from outside Germany and selling our own products beyond its borders. We comply with all import and export rules and customs regulations and observe economic and other sanctions lists.

OUR GROUND RULES

• We inform ourselves in good time about the applicable import and export rules.
• Prior to entering into any contract, the business partner is checked against sanctions lists.

BASIC PRINCIPLE

BVB is committed to upholding international conventions on human rights, labour standards and treaties on protecting the environment and health and complying with prohibitions on handling certain substances. BVB expects no less of its business partners, BVB voluntarily complies with the core requirements of the German Supply Chain Due Diligence Act (LkSG)..

OUR GROUND RULES

• We continually assess whether our business activities pose risks to human rights and the environment or contribute to their creation.
• If we detect such risks or identify violations of those rights, we take action to prevent the risks and put a stop to the violation.
• Human rights and environmental concerns are factored into our decision-making processes and we encourage our employees to follow suit.
• We expect our business partners to follow these ground rules.

EXAMPLE

As part of a TV news report, you see a critical piece about labour standards in certain countries. A supplier of BVB merchandising products is also mentioned.

Notify your manager and the responsible depart- ment, where applicable the human rights officer, and discuss how to proceed. The business relationship with the supplier must be checked.

BASIC PRINCIPLE

BVB keeps proper accounts and observes reporting obligations. We publish financial statements prepared in accordance with accepted accounting standards on a timely basis.

We are obligated to provide true and correct information when preparing all records and to document the relevant information in a timely manner.

OUR GROUND RULES

• We keep proper accounts.
• We document the details of financial transactions promptly and accurately. If we identify inaccurate or suspicious financial transactions, we report these to our manager or the responsible finance department, where applicable.
• We retain documents in accordance with our internal requirements and thereby comply with statutory retention periods.

EXAMPLE

You still have budget for a project, but you're out of time. The service provider offers to bill you in the current year, but to render the services in the following year.

Disclose this approach internally and consider together with the accounting department whether and to what extent this is in line with statutory requirements. When in doubt, reject this approach, because revenue must always be recognised when it arises.

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HOW DO WE CONDUCT OURSELVES IN BUSINESS DEALINGS?

XI. We comply with tax regulations

BASIC PRINCIPLE

BVB is aware of its tax obligations and complies with national and international regulations

OUR GROUND RULES

• We keep informed about changes in tax laws and how they are construed..
• We structure our processes to ensure that the taxes payable in each case can be documented and paid to the tax authorities in full, correctly and on time.
• If we identify taxation errors in years past, we report this to the accounting department

EXAMPLE

You are responsible for recognising business transactions in the HGB financial statements. Early on, a project exceeds certain controlling KPIs. The project team instructs you to post the costs as maintenance expenses, although it is an investment and must therefore be recognised at cost.

Post all items in accordance with statutory require- ments. Notify your manager and the accounting department and discuss how to proceed.

D

HOW DO WE HANDLE

DATA AND

NATURAL RESOURCES?

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