Borussia Dortmund GmbH & Co. KGaA / Key word(s): Capital Increase 27.06.2014 10:43 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The Executive Board of Borussia Dortmund Geschäftsführungs-GmbH, which company is acting as the general partner of Borussia Dortmund GmbH & Co. Kommanditgesellschaft auf Aktien (Partnership Limited by Shares - hereinafter: "the Company"), has, on today's date and with the approval of the Supervisory Board which was granted on this same day, decided to increase the Company's capital stock in return for cash contribution, excluding the subscription rights of the limited shareholders. The capital increase is based upon a resolution of the shareholders' meeting which, on 30 November 2010, had authorised the general partner to resolve a capital increase which has now decided to make partial use of the authorisation established by the respective shareholders' resolution. The Company's stock capital, which presently amounts to 61,425,000.00 EUR, consisting of 61,425,000 non-par value bearer shares, will be increased by an amount of 6,120,011.00 EUR by issuing 6,120,011 new non-par value bearer shares for an issue price of 4.37 EUR per new share. This issue price conforms to the unweighted average closing rate for one share noted at the Exchange Electronic Trading ("Xetra-Handel") at the Frankfurt Stock Exchange as of the last five trading days prior to today's date, minus 5 per cent of the stock exchange price so determined. The new shares will be entitled to a share in profits from the beginning of the Company's business year 2014/2015 (commencing 1 July 2014) on, while they are not entitled to a share in profits as regards the Company's business year 2013/2014. The right to subscribe for the share issues and to receive the new shares has been granted to Evonik Industries AG, Essen, Germany ("Evonik"), and Evonik has undertaken to subscribe for such shares. All further steps to give effect to such capital increase are now being taken. Once the capital increase has been performed, entered in the Commercial Register and thus become effective, the Company's stock capital will have been increased to a total of 67,545,011.00 EUR. Evonik will then be the Company's second largest shareholder with a voting interest of app. 9.06 percent of the Company's increased stock capital. The background of Evonik taking such shareholder's position is the prolongation of the main sponsor agreement which had been in effect since March 2006 and was going to expire at the end of the 2015/2016 football season. Evonik and the Company have agreed upon such extension today, so that the main sponsor agreement will now be in effect until the end of the 2024/2025 season. Evonik is seeking to cement and generally promote its sponsor relationship and further develop its brand partnership. Both, Evonik and the Company, thus create a solid basis for further economical and sporting success also on an international level. The Company is intending to use the gross proceeds of the issue of new shares, amounting to 26,744,448.07 EUR, for the consolidation of its equity base and for creating the option to finance growth accelerating investments without the need to take borrowings. After the capital increase has become effective, the Company still will have authorised capital totalling to 24,592,489.00 EUR available for future capital increases. The Executive Board plans to use the remaining authorised capital or a portion thereof - foreseeably within the first quarter of its business year 2014/2015 (i.e. between 1 July 2014 and 30 September 2014) - for the purpose of performing a corporate action allowing its limited shareholders to acquire new shares. In this context, the Executive Board will continue its exploratory discussions with companies that have an interest in a strategic partnership (see the Company's ad-hoc-disclosure of 6 June 2014). Dortmund, 27 June 2014 Borussia Dortmund GmbH & Co. KGaA Borussia Dortmund Geschäftsführungs-GmbH 27.06.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Borussia Dortmund GmbH & Co. KGaA Rheinlanddamm 207 - 209 44137 Dortmund Germany Phone: 0231/ 90 20 - 2746 Fax: 0231/ 90 20 - 852746 E-mail: [email protected] Internet: www.bvb.de/aktie // www.aktie.bvb.de ISIN: DE0005493092 WKN: 549309 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------