Consolidated Financial Statements as at 30 June 2020, Group Management Report and Independent Auditor’s Report for the Financial Year from 1 July 2019 to 30 June 2020

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA)

Free translation of excerpts of the Original German Financial Statements

Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft

INDEX OF APPENDICES

1. Consolidated Balance Sheet as at 30 June 2020

2. Consolidated Income Statement for the Financial Year from 1 July 2019 to 30 June 2020 [German GAAP (HGB)]

3. Notes to the Consolidated Financial Statements for the Financial Year from 1 July 2019 to 30 June 2020

4. Consolidated Statement of Cash Flows in Accordance with German Accounting Stand- ard 21 (DRS 21) for the period from 1 July 2019 to 30 June 2020

5. Consolidated Statement of Changes in Equity

6. Group Management Report for the Financial Year from 1 July 2019 to 30 June 2020

7. Independent Auditor’s Report

General Engagement Terms

Appendix 1.

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin

C O N S O L I D A T E D B A L A N C E S H E E T as at 30 June 2020

A S S E T S Prior year E Q U I T Y & L I A B I L I T I E S Prior year € € € in thousand € € € in thousand € A. Fixed assets A. Equity I. Intangible assets I. Share capital 5,189,621.00 4,160 1. Concessions purchased, II. Capital reserve 221,412,398.23 123,440 industrial property rights and similar III. Consolidated loss carryforward -136,417,042.32 -110,385 rights and assets and licenses to IV. Consolidated net loss for the year -53,460,923.04 -26,032 such rights and assets 723,859.00 496 VI. Profit participation rights 0.00 17,000 2. Player registrations 106,401,889.19 17,223 36,724,053.87 (8,183) 3. Payments made on account 0.00 57 107,125,748.19 (17,776) II. Property, plant and equipment B. Provisions 1. Buildings on third-party land 2,254,636.00 1,935 Other provisions 4,115,760.35 11,067 2. Operating and office equipment 870,384.99 995 3. Payments made on account and assets under construction 1,830,625.86 195 C. Liabilities 4,955,646.85 (3,125) 1. Bonds 40,000,000.00 40,383 III. Financial assets 2. Liabilities to banks 9,953,715.29 19,933 Cooperative shares 1,354.00 0 3. Trade payables 4,837,820.96 4,923 112,082,749.04 (20,901) 4. Payables relating to player transfers 68,430,861.79 3,448 5. Other liabilities 18,447,217.63 22,933 B. Current assets 141,669,615.67 (91,620) I. Inventories Goods 985,366.79 1,335 II. Receivables and other assets D. Deferred income 13,807,485.81 22,524 1. Trade receivables 2,393,862.11 2,523 2. Receivables relating to player transfers 567,648.01 21,805 3. Receivables from companies in which investments are held 2,635,959.53 2,813 4. Other assets 11,594,054.62 692 17191524.27 (27,833) III. Cash on hand, bank balances and cheques 55,887,289.45 77,842 74,064,180.51 (107,010)

C. Prepaid expenses 10,169,986.15 5,483

196,316,915.70 133,394 196,316,915.70 133,394 Appendix 2.

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin

C O N S O L I D A T E D I N C O M E S T A T E M E N T for the Financial Year from 1 July 2019 to 30 June 2020 [German Commercial Code (HGB)]

Prior year € € in thousand € 1. Sales revenue 112,960,063.94 139,762 2. Other operating income 1,583,509.56 1,019 114,543,573.50 140,781 3. Cost of materials Cost of merchandise purchased -2,608,430.45 -2,814 4. Personnel expenses a) Wages and salaries -76,535,714.33 -59,534 b) Social security contributions and expenses for pensions and other benefits -3,654,270.94 -2,868 -80,189,985.27 (-62,402) 5. Amortisation of intangible assets and depreciation of tangible fixed assets -21,428,867.98 -9,730 6. Other operating expenses -58,500,326.70 -82,923 -48,184,036.90 -17,088 7. Other interest and similar income 127,355.86 52 - thereof from affiliated companies: € 125,187.22 (prior year: € 52 thousand) 8. Interest and similar expenses -4,913,148.90 -6,316 9. Remuneration for profit participation rights -471,668.67 -2,730 10. Taxes on income 0.00 62 11. Earnings after taxes -53,441,498.61 -26,020 12. Other taxes -19,424.43 -12 13. Consolidated net loss for the period -53,460,923.04 -26,032 Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 1

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA) Hanns-Braun-Strasse, Friesenhaus II, 14053 Berlin District Court of Berlin-Charlottenburg, HRB 84666

Notes to the Consolidated Financial Statements for the Financial Year from 1 July 2019 to 30 June 2020

Contents of the Notes to the Consolidated Financial Statements Page

I. General information on the consolidated financial statements and the reporting date for the consolidated financial statements 2

II. Information on the group of entities consolidated 2

III. Disclosure of the consolidation methods applied 3

IV. Accounting and valuation principles 3

V. Notes on individual items in the consolidated financial statements for the financial year from 1 July 2019 to 30 June 2020 4

VI. Other disclosures 9

Appendix to the Notes to the Consolidated Financial Statements:

Fixed asset schedule of player registrations as at 30 June 2020 (consolidated fixed asset schedule)

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 2

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

I. General information on the consolidated financial statements and the reporting date for the consolidated financial statements

The consolidated financial statements as at 30 June 2020 were prepared in accordance with the rules and regulations of the Third Book of the German Commercial Code [Han- delsgesetzbuch (HGB)] for large corporations in association with the Fifth Section of the First Book of the Stock Corporation Act [Aktiengesetz (AktG)].

The prior year figures are indicated for the purpose of comparison.

For the purpose of clarity, the explanatory notes concerning the balance sheet and the income statement items, as well as the explanations that may be presented in either the balance sheet, the income statement or the notes, have all been presented in the notes to the annual financial statements.

In accordance with Section 265 (5) HGB, classification items specific to the Company (player registrations as intangible fixed assets, receivables from transfers and liabilities for transfers or trade receivables and trade payables) have been disclosed on the balance sheet and in the fixed asset schedule.

In addition, in order to improve the presentation of the results of operations, expenses from gaming operations and health care totalling € 1,254 thousand were not reported under other operating expenses as in the prior year, but instead under cost of materials. The prior-year figures were also adjusted accordingly by € 1,019 thousand.

The income statement was prepared using the total cost method in accordance with Sec- tion 275 (2) HGB.

II. Information on the group of entities consolidated

Disclosures on the names and legal seats of companies included in the consolidation

Name, legal seat Shareholding in % Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin (parent company) Hertha BSC Rechte GmbH & Co. KG, Berlin *) 100 Hertha BSC Lizenz GmbH, Berlin *) 100 Hertha BSC Transfer GmbH & Co. KG, Berlin *) 100 Hertha BSC Infrastruktur GmbH, Berlin 100 Hertha BSC Medien GmbH, Berlin*) 100 Hertha BSC Stadion GmbH, Berlin 100

*) The company has a reporting date that differs from the reporting date for the consolidated financial state- ments and has been consolidated in the consolidated financial statements on the basis of the separate interim financial statements prepared.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 3

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

III. Disclosure of the consolidation methods applied

1. Capital consolidation

The book value method (Section 301 (1) No. 1 HGB) was applied for consolidating capital (full consolidation). The shareholdings of the parent company were offset against the pro rata equity of the subsidiaries (pursuant to Section 301 (2) sentence 1 HGB) on the basis of the book values as at 30 June 2010, the point in time the subsidiaries were initially consolidated (if acquired at a later point in time, then the point in time of the respective inclusion in the consolidated financial statements).

2. Debt consolidation

Debts were consolidated in accordance with Section 303 (1) HGB by eliminating inter- company receivables with the respective intercompany liabilities of the entities included in the consolidated financial statements. No offset differences resulted.

3. Revenue and expense consolidation

Revenue and expenses were consolidated by applying Section 305 (1) HGB by offsetting intercompany revenue and intercompany operating income shown in other operating in- come of the entities consolidated with the expenses allocated to them. This same proce- dure was also applied to other interest and similar income, which were offset against the respective expenses. The transfers of profit or loss based on the terms of the existing profit transfer agreements as well as the portion of the profit generated by Group partnerships were eliminated.

4. Foreign currency translation

The separate annual financial statements of the subsidiaries consolidated were prepared in euros. No translation differences resulted thereby.

IV. Accounting and valuation principles

The consolidated financial statements as at 30 June 2020 were prepared under the as- sumption of the Group continuing as a going concern.

The significant accounting and valuation principles applied in the financial year are pre- sented in the following:

Intangible assets purchased are capitalised at their acquisition costs less scheduled amortisation. They are amortised over their expected useful lives by applying the straight- line amortisation method. Player registrations are amortised over each player’s contrac- tual term.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 4

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

Tangible assets are measured at acquisition or production costs – to the extent they are subject to wear and tear – by using the straight-line depreciation method based on the expected useful lives of the assets.

Depreciation of additions to tangible assets is generally performed pro rata temporis.

Financial assets are recognised at the lower of acquisition cost or fair value.

Inventories are recognised at the lower of acquisition cost or market value. All identified risks in inventory assets resulting from slow moving items, impaired usability or obsoles- cence or for other reasons are considered by making appropriate write-downs.

Receivables and other assets are recognised at their nominal values. Specific risks iden- tified are subject to impairment. General credit and interest risks are considered by setting up a bad debt allowance for receivables not individually impaired.

Prepaid expenses and deferred income are set up for accruing payment transactions or for allocating expenses/income to the respective reporting period.

Provisions are recognised at the settlement amounts required by using prudent judge- ment in order to recognise all identified risks and contingent liabilities.

Liabilities are recognised at their settlement amounts.

Foreign currencies are translated throughout the year at their average exchange rates. Current receivables and liabilities are valued at the spot exchange rate prevailing at the balance sheet date.

V. Notes on individual items in the consolidated financial statements for the financial year from 1 July 2019 to 30 June 2020

Balance sheet

Explanatory notes in the following are only given for significant items.

1. Fixed assets

The development of fixed assets is presented in the appended consolidated fixed asset schedule; see Appendix 1.3.1. to the notes to the consolidated financial statements.

2. Receivables and other assets

Trade receivables include receivables from DFL Deutsche Fussball Liga GmbH in the amount of € 668 thousand.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 5

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

3. Cash and cash equivalents

€ 76 thousand of the cash and cash equivalents are not readily available (use earmarked for rental security deposits).

4. Prepaid expenses

Prepaid expenses are shown in the following:

In thousand €

- Prepaid player advisor fees 6,132 - Prepaid player salaries 3,854 - Prepaid insurance premiums 70 - Other 114

5. Equity

By resolution of the of the general meeting of 8 November 2019, Hertha BSC KGaA’s share capital was increased from 4,160,000 no-par value shares to 5,189,621 no-par value shares, which are registered shares. In this context, € 1,029,621.00 were added to share capital and € 97,972,398.23 were allocated to the capital reserve.

The general partner, Hertha BSC Verwaltung GmbH, Berlin, did not benefit from the as- sets and earnings of the Group.

€

Share capital 5,189,621.00

Capital reserve 221,412,398.23

Loss carryforward -136,417,042.32 Consolidated annual result of income statement -53,460,923.04

Equity 36,724,053.87

Via various agreements between 2007 and 2016, Hertha BSC GmbH & Co. KGaA issued profit participation rights in the total nominal amount of € 17,000 thousand. These profit participation rights were terminated with effect from 31 December 2019 and accordingly repaid in full, including deferred remuneration entitlements.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 6

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

6. Provisions

Provisions were set up for the following items:

In thousand euros Impending losses 1,970

Employers’ liability insurance association 917 Outstanding holiday payments 100 Outstanding salaries 30 Outstanding bills for player agents 573 Consultancy costs and costs for financial statements 144 Miscellaneous 382

7. Liabilities

Liabilities are listed according to creditors and due dates (residual terms) in the following schedule of liabilities; prior year figures are presented in parentheses.

Residual terms more than Total up to 1 year 1 to 5 years 5 years in thousand in thousand in thousand in thousand euros euros euros euros

Bonds 40,000 0 40,000 0 (40,383) (383) (40,000) (0) Liabilities to banks 9,954 9,954 0 0 (19,933) (9,933) (10,000) (0) Trade payables 4,838 4,391 447 0 (4,923) (4,923) (0) (0)

Payables relating to player 68,431 34,361 34,070 0 transfers (3,448) (3,448) (0) (0)

Other liabilities 18,447 18,447 0 0 (22,933) (17,432) (5,501) (0) ______Total 141,670 67,153 74,517 0 (91,620) (36,119) (55,501) (0)

The information on bonds relates to the issue value of € 40,000 thousand. In contrast to the prior year, accrued interest at the current reporting date is reported under other liabil- ities.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 7

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

Other liabilities comprise, inter alia, tax liabilities of € 10,893 thousand (prior year: € 7,215 thousand) and liabilities from personnel expenses of € 5,348 thousand (prior year: € 2,743 thousand).

Liabilities to banks are collateralised by assigning claims from central marketing of media rights as security.

8. Deferred income

This item essentially included advance payments made by Nike European Operations Netherlands B.V. on the extension of the equipment agreement and payments emanating from the signing fee of our marketing partner, Sportfive Germany GmbH, in conjunction with modifying and extending the joint cooperation agreement and advance payments for advertising agreements and factoring payments for agreements for the next season.

9. Other financial obligations

The breakdown of other financial obligations for rental contracts and leases is as follows:

Description Due <1 year Due 1-5 years Due >5 years Total in thousand euros in thousand euros in thousand euros in thousand euros Rental 7,321 28,663 1,229 37,213 contracts (estimated) Leasing 150 0 0 150 agreements 7,471 28,663 1,229 37,363

In part, the terms and conditions of some of the existing contracts include variable pay- ments so that the figures for the rental contracts are estimated based on the amounts for the 2019/2020 financial year.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 8

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

Income statement

The income statement was prepared using the total cost method.

1. Sales revenue

2019/2020 2018/2019 in thousand % in thousand % euros euros Game revenue/tick- 11,177 9.9 14,695 10.5 eting Television subsidies 65,600 58.1 67,235 48.1 Advertising 28,626 25.3 28,647 20.5 Trade 4,757 4.2 4,954 3.5 Transfer revenue 1,203 1.1 22,155 15.9 Miscellaneous 1,597 1.4 2,077 1.5 Total 112,960 100.0 139,763 100.0 2. Depreciation and amortisation

Amortisation and depreciation are shown in the consolidated fixed asset schedule in Ap- pendix 1.3.1.

3. Other operating expenses

2019/2020 2018/2019 in thousand euros in thousand euros Game operating expenses 25,554 24,996 TV/advertising 11,830 16,349 Transfers 12,504 16,075 Trade 933 924 Administration 6,419 23,281 Amateur and youth football 1,260 1,298 58,500 82,923

In the same period of the prior year, administrative expenses included expenses of € 13,807 thousand for the termination of the contractual relationships with the former in- vestor KKR and for the issuing of the bond.

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 9

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

4. Interest and similar expenses

This item includes expenses of € 838 thousand (prior year: € 0 thousand) from unwinding the discount on long-term, formally non-interest-bearing liabilities.

VI. Other disclosures

1. Executive bodies

In the reporting period, the following persons were members of the Supervisory Board of Hertha BSC GmbH & Co. KGaA:

– Dr Karl Kauermann, Chairman of the Management Board, K.M.T. Potsdamer Treu- hand AG, Berlin (Chairman of the Supervisory Board)

– Dr Christian Göke, Chairman of the Management Board of Messe Berlin GmbH, CEO, Berlin

– Mr Harald J. Joos, entrepreneur, Berlin (until 20 November 2019)

– Mr Horst Julius Pudwill, Chairman of Techtronic Industries Co. Ltd. (TTI), Hong Kong/People’s Republic of China (until 8 November 2019)

– Ms Vera Gäde-Butzlaff, Chair of the Supervisory Board of Vivantes Netzwerk für Ge- sundheit GmbH, Berlin

– Dr Holger Hatje, Chairman of the Board of Berliner Volksbank (retired), Berlin (since 10 April 2019)

– Mr Klaus Siegers, Chairman of the Board of Weberbank, Berlin (since 10 April 2019)

– Mr Stefan Kindler, Chief Risk Officer of Tennor Holding B.V., also an in-house law- yer of Tennor International Services B.V. (Berlin), Rahden Sielhorst (since 24 June 2019)

– Mr Tarek Malak, Portfolio Manager of Tennor International Services B.V. (Berlin), Berlin (since 24 June 2019)

– Mr Jürgen Klinsmann, entrepreneur, Newport Beach, CA, USA (from 8 Novem- ber 2019 to 1 July 2020; position in abeyance since 27 November 2019)

– Mr , corporate consultant, Berg (since 1 July 2020)

– Prof. Thomas Werlen, lawyer, Cham (Switzerland) (since 1 July 2020)

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 10

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

None of the Supervisory Board members received any remuneration for their services in the reporting year.

Hertha BSC GmbH & Co. KGaA is managed by the general partner, Hertha BSC Verwal- tung GmbH, Berlin (share capital: € 25,000.00).

In the reporting period, Mr and Mr Ingo Schiller were the Managing Direc- tors of Hertha BSC Verwaltung GmbH. No managing director remuneration disclosures were made in accordance with Section 286 (4) HGB.

2. Employees (headcount)

The breakdown of the number of employees (without the Managing Directors) was as follows:

2019/2020 2018/2019

Licensed football players 33 33 Functional team of the licensed football players 17 12 Administrative staff 114 96 Temporary employees 52 60 Amateur Department and Primary Youth Team 73 72 Temporary trainees 12 13 Trainees 3 2 304 288

In addition, a substantial number of short-term staff (security force and cashiers) is em- ployed.

3. Auditor fees

Included in other operating expenses are the following fees for the services of the auditor, Mazars GmbH & Co. KG:

In thou- sand euros Financial statement audit 139 Other attestation services 0 Tax advisory services 84 Other services 7 Total 230

Hertha BSC GmbH & Co. KGaA, Berlin Appendix 3./Page 11

Notes to the consolidated financial statements 1 July 2019 – 30 June 2020

4. Proposal for the appropriation of earnings

The Management Board proposes to carry forward the annual net income of Hertha BSC GmbH & Co. KGaA to new account.

5. Subsequent events

In the transfer period from July to October 2020, the parent company Hertha BSC GmbH & Co. KGaA used a total of € 29.5 million for new hires and loaning out licensed players.

In return, € 10.1 million were received from player departures/loans.

On July 1, 2020, a financing agreement was concluded with an existing limited partner shareholder, which provides for a cash equity contribution amounting to € 150,000 thou- sand in the current financial year 2020/2021. Under this agreement, the share capital is to be increased by € 2,603,821.00 from € 5,189,621.00 to € 7,793,442.00 by issuing a total of 2,603,821 shares.

Berlin, 20 October 2020 Hertha BSC GmbH & Co. Kommanditgesell- schaft auf Aktien (KGaA), represented by the General Partner of Hertha BSC Verwaltung GmbH

______Michael Preetz Ingo Schiller - Managing Director - - Managing Director -

Appendix 3.1.

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin

Fixed Asset Schedule as at 30 June 2020 (Consolidated Fixed Asset Schedule)

A q u i s i t i o n a n d p r o d u c t i o n c o s t s A c c u m u l a t e d d e p r e c i a t i o n a n d a m o r t i s a t i o n C a r r y i n g a m o u n t s 1/7/2019 Additions Reclassifications Disposals 30/6/2020 1/7/2019 Additions Disposals 30/6/2020 30/6/2020 30/6/2019 € € € € € € € € € € I. Intangible assets 1. Concessions purchased, industrial property rights and similar rights and assets and licences to such rights and assets 1,814,106.15 299,223.60 57,500.00 0.00 2,170,829.75 1,318,480.15 128,490.60 0.00 1,446,970.75 723,859.00 495,626.00 2. Player registrations 38,692,000.00 109,843,149.66 0.00 -6,901,000.00 141,634,149.66 21,469,144.00 20,664,112.47 -6,900,996.00 35,232,260.47 106,401,889.19 17,222,856.00 3. Payments made on account 57,500.00 0.00 -57,500.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 57,500.00 40,563,606.15 110,142,373.26 0.00 -6,901,000.00 143,804,979.41 22,787,624.15 20,792,603.07 -6,900,996.00 36,679,231.22 107,125,748.19 17,775,982.00

II. Property, plant and equipment 1. Buildings on third-party land 4,540,293.90 417,576.15 194,780.89 0.00 5,152,650.94 2,605,656.90 292,358.04 0.00 2,898,014.94 2,254,636.00 1,934,637.00 2. Operating and office equipment 2,394,689.00 218,851.06 0.00 -85,495.11 2,528,044.95 1,399,237.20 343,906.87 -85,484.11 1,657,659.96 870,384.99 995,451.80 3. Payments made on account and assets under construction 194,780.89 1,830,625.86 -194,780.89 0.00 1,830,625.86 0.00 0.00 0.00 0.00 1,830,625.86 194,780.89 7,129,763.79 2,467,053.07 0.00 -85,495.11 9,511,321.75 4,004,894.10 636,264.91 -85,484.11 4,555,674.90 4,955,646.85 3,124,869.69

III. Financial assets Cooperative shares 104.00 1,250.00 0.00 0.00 1,354.00 0.00 0.00 0.00 0.00 1,354.00 104.00 104.00 1,250.00 0.00 0.00 1,354.00 0.00 0.00 0.00 0.00 1,354.00 104.00

47,693,473.94 112,610,676.33 0.00 -6,986,495.11 153,317,655.16 26,792,518.25 21,428,867.98 -6,986,480.11 41,234,906.12 112,082,749.04 20,900,955.69 Appendix 4

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin

Consolidated Statement of Cash Flows in Accordance with German Accounting Standard 21 (DRS 21) for the Financial Year from 1 July 2019 to 30 June 2020

2019/2020 2018/2019 in thousand € in thousand €

Consolidated annual result -53,461 -26,032 + Amortisation of intangible assets and depreciation of tangible fixed assets 21,429 9,730 +/- Increase/decrease in provisions not attributable to investing activities -4,185 4,382 +/- Other non-cash expenses/income 0 0 -/+ Increase/decrease in inventories, trade receivables and other assets not attributable to investing or financing activities -5,533 3,007 -/+ Increase/decrease in trade payables and other liabilities not attributable to investing or financing activities 1,333 -9,346 - Profit/loss from the disposal of fixed assets -370 -17,951 +/- Interest expenses/income 4,884 8,994 - Income tax expenses/income 00 - Income taxes paid -451 0 = Cash flows from operating activities -36,354 -27,216 + Inflows from the disposal of player registrations 19,990 1,475 - Outflows for investments in player registrations -42,907 -12,060 - Outflows for investments in intangible assets -299 0 - Outflows for investments in property, plant and equipment -2,467 -521 - Outflows for investments in financial assets -1 0

+ Interest income 128 52 = Cash flows from investing activities -25,556 -11,054 + Inflows from equity contributions from shareholders of the parent company 99,002 125,000 + Outflows to shareholders of the parent company due to capital reductions 0 -27,800 - Repayment of profit participation capital -17,000 0 + Inflows from factoring 0 18,100 - Outflows for factoring -5,000 -16,600 + Inflows from issuing bonds and taking out (financial) loans 0 58,370 - Outflows for the repayment of bonds and (financial) loans -20,422 -35,400 - Interest paid -6,624 -7,825 = Cash flows from financing activities 49,956 113,845 + Change in cash and cash equivalents -11,954 75,575 + Cash and cash equivalents at the beginning of the period 77,842 2,267 = Cash and cash equivalents at the end of the period 65,888 77,842

Composition of cash and cash equivalents Short-term financial investments 10,001 0 Cash on hand, bank balances and cheques 55,887 77,842 65,888 77,842 Appendix 5.

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA) Consolidated Statement of Changes in Equity

Subscribed Capital Accumulated loss Profit participation Non-controlling Consolidated Equity capital reserves for the Group capital interests equity in thousand € in thousand € in thousand € in thousand € in thousand € in thousand € in thousand € 01.07.2018 2,981 26,748 -109,714 17,000 -62,985 0 -62,985 Reduction of capital shares -381 -26,748 00-27,129 -27,129 Difference from capital 00-671 0 -671 0 -671 reduction Consolidated profit or loss 00-19,043 0 -19,043 0 -19,043 31.12.2018 2,600 0 -129,428 17,000 -109,828 0 -109,828 Increase in capital shares 1,560 123,440 00125,000 125,000 Consolidated profit or loss 00-6,989 0 -6,989 0 -6,989 30.06.2019 4,160 123,440 -136,417 17,000 8,183 0 8,183 Increase in capital shares 1,030 97,972 0099,002 0 99,002 Repayment of profit 00 -17,000 -17,000 0 -17,000 participation capital 0 Consolidated profit or loss 00-20,217 0 -20,217 0 -20,217

31.12.2019 5,190 221,412 -156,634 0 69,968 0 69,968 Increase in capital shares 0000000 Repayment of profit 00 0000 participation capital 0 Consolidated profit or loss 00-33,244 0 -33,244 0 -33,244 30.06.2020 5,190 221,412 -189,878 0 36,724 0 36,724 Appendix 6

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin

Group Management Report for the Financial Year from 1 July 2019 to 30 June 2020

Contents of the management report

A) Group structure and business activities B) Business and framework conditions C) Presentation of the economic development D) Opportunities and risks of future development E) Changes in the licensed football player team in the new season F) Outlook

A) Group structure and business activities

The parent company of the Group is Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien KGaA. Included in the consolidated financial statements as at 30 June 2020 are not only the parent company but also the subsidiaries Hertha BSC Rechte GmbH & Co. KG, Hertha BSC Transfer GmbH & Co. KG, Hertha BSC Lizenz GmbH, Hertha BSC Infrastruktur GmbH, Hertha BSC Stadion GmbH and Hertha BSC Medien GmbH.

The business purpose of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA) is to engage in the sport of professional football by observing and complying with the Statutes of the German Football Association (Statuten des Deutschen Fußballbundes) and its classifications as well as participating in the licensed operation of the federal football leagues.

Hertha BSC Rechte GmbH & Co. KG uses rights of any kind, especially in conjunction with licensed football.

The business purpose of Hertha BSC Lizenz GmbH and Hertha BSC Transfer GmbH & Co. KG is to acquire, hold and administer licenses or participation rights to transfer revenues for professional football players.

The business purpose of Hertha BSC Infrastruktur GmbH comprises obtaining loans and transferring loan proceeds to Hertha BSC GmbH & Co. KGaA or to Hertha, Berliner Sport- Club (Hertha B.S.C.) e.V. or to their affiliated companies.

The business purpose of Hertha BSC Stadion GmbH is to plan, to construct, to operate and to maintain sports facilities.

The business purposes of Hertha BSC Medien GmbH are to organise, market and transmit television programmes via all types of broadcasting media, in particular in conjunction with television financed by subscriber fees; to produce, acquire, sell, market and broadcast television, cinema, radio and media productions of all types as well as other intangible Appendix 6

rights; to render, procure and market services in the area of communication and electronic media including making available and marketing of connections and broadcasting services; to be active in merchandising, event and multimedia business areas.

B) Business and framework conditions

1. Development of licensed football

The Sport Business Group of Deloitte writes the following in its 29th edition of the survey “Annual Review of Football Finance” on 11 June 2020:

“The European football market generated revenue of € 28.9 billion (excluding transfer revenue) in the 2018/19 season, a new record. However, for the first time in the history of Deloitte’s Annual Review of Football Finance (ARFF), which spans 29 issues, it is to be expected that the next ARFF will not publish a new record revenue. The current ranking of the financially strongest top leagues in international top-class football refers to the 2018/19 season and has not yet been affected by the constraints of the global COVID-19 pandemic.

Fans are the backbone of eceonomic success

“Football, as well as many other sectors of the economy, is facing difficult times,” says Stefan Ludwig, Partner and Head of the Sport Business Group at Deloitte. Nearly all European leagues as well as the respective cup competitions have suspended gaming operations indefinitely for the time being. The German National Football League () was the first league to resume its operations in mid-May based on closed- door matches and a comprehensive hygiene concept. The European Championship in summer 2020 has also been postponed by one year. Football, both professional and amateur, now faces immense challenges, some of which threaten its very existence.

“The fans also play a key role, as they are ultimately the backbone of economic success,” Stefan Ludwig explains. “It’s their enthusiasm in particular that makes top- class football an attractive product for media and business partners from all over the world. I expect that the closed-door games phase will highlight again how important the atmosphere in the stadiums is not only for the players, but also for the television viewership. The associations, leagues and clubs currently face the challenge of complying with the required protective measures on the one hand and creating emotionally charged football experiences under these special conditions on the other.”

Compared with the previous season, the change in the composition of the Bundesliga with its promoted and relegated teams was the main reason for a slight decline in commercial and match day revenues. The German top league nevertheless recorded significant overall revenue growth of € 177 million, which corresponds to a six-percent increase. This is mainly due to the significant increase in revenues from media rights, which rose by 19 percent.

Personnel expenses for the 2018/19 Bundesliga season rose by seven percent. Despite the higher salary costs, the personnel expenses ratio rose only slightly year- on-year (+ one percent) to 54 percent. Even though this is the highest figure for the Appendix 6

Bundesliga since the 2009/10 season, no other “Big Five” league has reached a comparable level in the past 20 years.”

The Bundesliga has countered the COVID-19 pandemic with a comprehensive hygiene concept. This concept was based on defining hygienic, medical and organisational requirements, which are mandatory before and during the resumption of team training and gaming operations. Furthermore, the remaining matches after the interruption were played without spectators.

2. Overview of business performance in 2019/2020

The COVID-19 pandemic’s influence on the Bundesliga led to a severe loss of revenue in the 2019/2020 season. Staging of Bundesliga matches without spectators in the stadiums has had a particularly lasting effect on the economic situation of the clubs.

In addition, the transfer market came to a virtual standstill at the end of the season. Many clubs are trying to keep their teams of licensed football players together. By contrast, others are being forced to give up players. However, most clubs do not currently have the means to operate on the transfer market and acquire new players.

The consolidated net annual result of the past 2019/2020 season takes these circumstances into account and amounts to € -53,461 thousand. During the season, the Hertha BSC Group realised operating income (sales revenue and other operating income) amounting to € 114,544 thousand (prior year: € 140,781 thousand).

The uncommitted television and advertising rights were continuously marketed by SPORTFIVE Germany GmbH (formerly Lagardère Sports Germany GmbH).

On 19 June 2019 Hertha BSC GmbH & Co. KGaA concluded an Investment and Shareholders’ Agreement with Tennor Holding B.V. This governs the acquisition of 37.5% of the shares in Hertha BSC GmbH & Co. KGaA by Tennor Holding B.V. The inflow of the agreed purchase price of € 125.0 million also took place on 19 June 2019. On 11 November 2019, a further addition of € 99.0 million was received as part of a follow-on investment. This caused the shareholding of Tennor Holding B.V. in Hertha BSC GmbH & Co. KGaA to increase to 49.9%.

Detailed disclosures on the results of operations are shown in Section C1.

3. Overview of the development of the sport in the financial year 2019/2020

The parent company Hertha BSC GmbH & Co. KGaA finished the 2019/2020 season in the first league of the Bundesliga, ranking 10th in the Bundesliga chart.

For the new 2019/2020 season, the parent company Hertha BSC GmbH & Co KGaA engaged the licensed players , Eduard Löwen, Dodi Lukébakio and .

Moreover, contracts were concluded with the players Marko Grujic and to be loaned out until 30 June 2020. Furthermore, the young talent player Julian Albrecht received a licensed player contract.

Appendix 6

The players , Sidney Friede and Muhammed Kiprit returned from their loans for the new season.

In return, the player Nils Körber was loaned out until 30 June 2020.

In transfer period II in January 2020, the players Sidney Friede (SV Wehen Wiesbaden) and Maximilian Pronichev (Rot-Weiß Essen) permanently joined their new clubs. The following players were loaned out to other clubs: (Werder Bremen), (Norwich City), Maurice Covic (Ascoli Calcio), (SC Paderborn), Eduard Löwen (FC Augsburg) and Daishawn Redan (FC Groningen).

Contracts were concluded with the players Santiago Ascacibar, , Krzysztof Piatek and . The latter will be loaned out directly to Olympique Lyon until the end of the current season and will join the team for the coming 2020/2021 season.

On 27 November 2019 Jürgen Klinsmann took over the position of head coach at the parent company, following his predecessor Ante Covic, who had been released from his duties due to the lack of sporting success. On 11 February 2020 Jürgen Klinsmann resigned from his position as head coach. The previous co-trainer temporarily took over the vacant position.

On 09 April 2020 was introduced as the new head coach of the licensed player team.

The licensed player team consisted of 34 players (including the contract players) (prior year: 34).

C) Presentation of the economic development

1. Results of operations

At Hertha BSC, the COVID-19 pandemic is also causing a steep decline in revenue. Sales revenue decreased by € 26,803 thousand to € 112,960 thousand and is therefore below last year’s figure of € 139,763 thousand. The Hertha BSC Group concluded the financial year 2019/2020 with a group loss for the year amounting to € 53,461 thousand.

This result was significantly influenced by a decrease in transfer revenue to € 1,203 thousand compared to the previous season (€ 22,155 thousand).

Due to staging four matches without spectators, game-day revenues are € 11,177 thousand, significantly below the of the previous season’s figure (€ 14,695 thousand).

At € 28,626 thousand, marketing revenues remained at the prior-year level (€ 28,647 thousand). However, this area also recorded high losses, in particular due to a lack of hospitality revenues.

Appendix 6

In the area of central TV/radio marketing, income of € 65,600 thousand was generated (prior year: € 67,235 thousand).

At € 4,757 thousand, trade revenues were fortunately just shy of the prior-year level (€ 4,954 thousand) despite the fact that the last four matches were staged without spectators.

In the 2019/2020 season, personnel expenses amounting to € 80,190 thousand (prior year: € 62,403 thousand) were recorded as the main expense item.

Depreciation is significantly above the prior-year level at € 21,429 thousand (prior year: € 9,730 thousand) and was mainly influenced by the depreciation of player values, which increased by € 11.7 million due to the transfer activities in the reporting period.

At € 2,608 thousand, the cost of materials fell slightly below the prior-year level (€ 2,814 thousand).

Other operating expenses amounted to € 58,500 thousand in the reporting period (prior year: € 81,904 thousand).

As the largest single item, gaming operations (€ 25,554 thousand, prior year: € 24,996 thousand) rose slightly above the prior-year level, due in part to the additional home game during the DFB Cup.

Expenses for advertising increased to € 3,627 thousand (prior year: € 3,228 thousand) in the reporting period.

Expenses for television and radio exploitation, which include the commission in favour of the marketing partner SPORTFIVE Germany GmbH (formerly Lagardère Sports Germany GmbH), amount to € 8,202 thousand (prior year: € 13,122 thousand). The corresponding prior-year figure was still influenced by the termination agreement with the former investor KKR & Co. Inc.

The transfer-related expenses amounted to € 12,505 thousand (prior year: € 16,075 thousand). The prior year was influenced by the disposal of residual book values amounting to € 4,059 thousand.

Administration expenses amounted to € 6,419 thousand (prior year: € 23,281 thousand). The prior-year figure was particularly characterised by one-time expenses for the repurchase of sleeve sponsorship rights (€ 3,350 thousand) as well as the expenses for the termination of the contract with KKR (€ 13,807 thousand).

Expenses for the trading business are at € 933 thousand in the reporting period (prior year: € 923 thousand).

Expenses for amateur and youth football are at € 1,260 thousand and are thus at the level of the prior year (€ 1,298 thousand).

Appendix 6

2. Financial position

As of the balance sheet date, Hertha BSC GmbH & Co. KGaA had cash and cash equivalents and receivables of € 73.0 million.

With the follow-on investment of Peil Investment B.V./Tennor Holding B.V., proceeds of € 99.0 million were received in June 2019. These funds were used proportionately for the repayment of financial liabilities as well as for investments in the licensed player team and infrastructure measures.

In addition, unplanned positive and negative effects have largely balanced each other out.

3. Net assets

The player registrations amounting to € 106,402 thousand (30 June 2019: € 17,223 thousand) are accounted for under fixed assets. The actual transfer or market values of players as assets (please refer to the independent valuation conducted by “transfermarkt.de” as at 13 October 2020: market value of € 218.1 million, prior year € 195.3 million) was assessed at far more than the value accounted for under the item player registrations (“hidden reserves”).

Market values fell initially due to the COVID-19 pandemic. Hertha BSC therefore adjusted player registrations in the amount of € 35.2 million. However, a recovery is already underway in 2020 and the related rebound can be observed.

Receivables and other assets amounted to € 17,191 thousand (prior year: € 27,833 thousand).

As of 30 June 2020, Hertha BSC GmbH & Co. KGaA had equity of € 35,724 thousand (prior year: € 8,183 thousand).

Liabilities rose by € 50,050 thousand in the reporting period and now amount to € 141,670 thousand (prior year: € 91,620 thousand). They are presented and broken down in the notes to the annual financial statements.

The increase is mainly due to the transfer activities carried out. At the same time, interest- bearing liabilities from loans and financing were reduced by € 20,653 thousand in the reporting period. The Hertha BSC Group will reduce further liabilities in the current financial year.

D) Opportunities and risks of future development

Just as the other participants in the Bundesliga, the Hertha BSC Group is subject to legal and economic risks, which could affect the future development of the Company. General risks to be mentioned in this connection are in particular:

- A worldwide pandemic, triggered for example by a virus, can have an impact on economic development. As the current COVID-19 pandemic has shown, that this can affect all revenue segments. Appendix 6

- Another global financial and economic crisis, which may have an impact especially in the area of sponsoring, as the expenses of advertising companies in this segment would decrease again.

- The business targets set for income depend on the successes in the sport of football that ultimately cannot be planned or budgeted. This also applies to the market development of revenue generated by the marketing activities of the Bundesliga. The two most recent relegations in the history of the club at the end of the 2009/2010 and 2011/2012 seasons have confirmed this.

- The future development of the transfer market for buying and selling football players, including the future salary development of licensed football players, cannot be precisely estimated at this time.

Since there is a strong correlation between economic success in the income area (income from games, sponsor payments based on performance, allocation of income from TV advertising) and the developments in the sport of football, economic success can only be planned to a limited extent. As of the 2017/2018 season, a marketing contract has been concluded for TV marketing for four seasons so that fixed income from this source can be counted on for the Bundesliga. Income generated by TV marketing of the Bundesliga is thus contractually stipulated until 2021. The period from 2021 to 2025 was also contractually fixed in July 2020. The Bundesliga achieved a marketing result only slightly below the level of the previous period. Again, this can also only be planned to a limited extent because both depend on the popularity of football as a sport and the development of the TV license market. Ultimately, Hertha BSC cannot influence the industry risks to which professional football is subject.

The COVID-19 pandemic delayed the end of the season, which continued into June. This meant that the transfer market could not open and Hertha BSC GmbH & Co. KGaA was not able to generate revenue from transfer activities. We will attempt to make up for this period’s the lost income in the following season on a pro rata basis. Furthermore, we will continue to attempt to hire new players without having to pay any transfer fees. Conversely, Hertha BSC can only plan for revenue from transfer fees to a limited extent. Especially for above-average players, high transfer fees continue to be charged. Our existing reservoir of above-average players (such as Matheus Cunha, Krzysztof Piatek, , , Dodi Lukébakio, Javairo Dilrosun and ) could possibly generate high transfer fee revenues. The current development is shown in Section E.

There are opportunities for the Hertha BSC Group to improve its marketing activities and sporting situation (which is associated with the achievement of higher revenue in the long term) as well as for generating transfer revenue.

Because of the high number of above-average, talented players on the youth team [presently 28 national players from the U15 (under 15 year-olds) up to the U21 as well as another 12 young players having been invited to attend football training camps organised by the DFB (German Football Federation)], Hertha BSC continues to assume that the expense of integrating external licensed players will be lower than for other Bundesliga clubs. As we have already successfully integrated our own young players, expenses for training and transfer fees can be kept low in this area. Moreover, additional income can be achieved Appendix 6

through the sale of young players (and licensed players). This business avenue is being systematically tracked by the management of Hertha BSC GmbH & Co. KGaA.

E) Changes in the licensed football player team in the new season

For the new 2020/2021 season, Hertha BSC GmbH & Co. KGaA engaged the licensed players (FC Basel), Jhon Córdoba (1. FC Köln), (SC Freiburg) and (FC Groningen).

Furthermore, the player Mattéo Guendouzi was loaned out to FC Arsenal until 30 June 2021.

The players Maurice Covic, Ondrej Duda, Nils Körber, Daishawn Redan and Lucas Tousart returned from their loan positions as agreed at the start of the season. Additionally, the loaning of player Eduard Löwen to FC Augsburg was prematurely terminated.

In return, the players Ondrej Duda (1. FC Cologne), Pascal Köpke (1. FC Nürnberg) and (FC Sevilla) were loaned out in exchange for transfer compensation. In addition, players Muhammed Kiprit (KFC Uerdingen) and (FC St. Pauli) left the club. The player Arne Maier was loaned out to until 30 June 2021.

The contracts with the players Alexander Esswein, Vedad Ibisevic, , (career end) and expired at the end of the 2019/2020 season and were not renewed.

The licensed player team thus currently comprises 36 players including contract players. Their average age is 24.9 years.

F) Outlook

After the 4th game day of the first league in the Bundesliga (last updated: 20 October 2020), Hertha BSC ranked 15th in the Bundesliga chart.

However, the success of professional football clubs depends not only on their sporting capability but also on their economic performance. The parent company Hertha BSC GmbH & Co. KGaA has revised its previous planning for the financial year 2020/2021 due to the COVID-19 pandemic and the activities in the past transfer period I. Based on the current planning status and taking into account transfer income, the company forecasts an annual net loss of € 77.6 million, which may become significantly more positive due to sporting success or additional income. Conversely, in the event of sporting failure, worse results than planned may occur.

The management will continue to pursue the current strategy of focusing on sustainable youth development and involving young, talented players.

Total revenues of € 121.6 million including transfer revenue are planned for 2020/2021.

Appendix 6

The following points are significant for the further development:

Through the existing cooperation contract with our long-term business partner Sportfive, we have a secure contract situation with a competent partner in the marketing field.

With the buy-in of this investor, the subsidiary Hertha BSC GmbH & Co. KGaA succeeded in significantly improving the equity situation of the Company and the Group. The inflow of funds will reduce the financial liabilities in the medium term and investments will be made in the licensed player team and the infrastructure.

In addition, the management assumes that the development of the Hertha BSC Group will continue to be successful in the sport and in business because of existing opportunities and the above-average infrastructure (in particular sports and medical facilities and working with young football talents).

The Berlin Olympic Stadium, the best-known German stadium, which was the venue for the finals during the Football World Cup 2006 in addition to four preliminary round matches and a quarter final, is also the home ground of Hertha BSC GmbH & Co. KGaA. It offers 74,220 covered seats, 88 boxes (approx. 1,000 seats), 15 sky boxes (approx. 130 seats) and approx. 4,000 business seats. Hertha BSC continues to anticipate possible increases in earnings in this area in the coming years.

The developments of the recent past have shown to a great extent that there is a great dependency on having success in the sport of football. We have, however, laid a good foundation for a positive steering of the Company in the past. Maintaining our course along the lines of the business framework we have set up will result in a positive development of the Company. In Section D. we have already pointed out that planning depends on success in football.

Berlin, 20 October 2020

Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), represented by the general partner, Hertha BSC Verwaltung GmbH

______Michael Preetz Ingo Schiller - Managing Director - - Managing Director -

Appendix 7

“Independent Auditor’s Report

To the attention of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin

Opinions

We have audited the consolidated financial statements of Hertha BSC GmbH & Co. Kom- manditgesellschaft auf Aktien (KGaA), Berlin, comprising the balance sheet as of 30 June 2020, the income statement, the statement of changes in equity capital and the cash flow statement for the period from 1 July 2019 to 30 June 2020, as well as the notes to the consolidated financial statements, including the accounting and measurement policies pre- sented therein. In addition, we have audited the Group management report of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), Berlin, for the period from 1 July 2019 to 30 June 2020.

In our opinion, based on the findings of our audit,

. the accompanying consolidated financial statements comply, in all material respects, with the requirements of German commercial law and with the relevant accounting requirements of the statutes of DFL Deutsche Fußball Liga e.V. (DFL e.V.) and give a true and fair view of the assets, liabilities and financial position of the Group as at 30 June 2020 and of its results of operations for the period from 1 July 2019 to 30 June 2020 in compliance with German legally required accounting principles, and

. the accompanying Group management report as a whole presents an accurate view of the Group’s position. In all material respects, this Group management report is consistent with the consolidated financial statements, complies with the German legal requirements and accurately presents the opportunities and risks of future development. Our opinion on the consolidated financial statements does not extend to the parts of the consolidated financial statements referred to in the Appendix.

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and the Group management report.

Basis for our opinions

We conducted our audit of the consolidated financial statements and the Group management report in accordance with Section 317 HGB and the German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). Our responsibilities under those requirements and principles are further described in the “Respon- sibilities of the auditor for the audit of the consolidated financial statements and the Group management report” section of our auditor’s report. We are independent of the Group entities in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis

| 1 Appendix 7

for our opinions on the consolidated financial statements and on the Group management re- port.

Responsibilities of the legal representatives and of the Supervisory Board for the con- solidated financial statements and the Group management report

The legal representatives are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with the requirements of German commercial law as well as with the relevant accounting requirements of the statutes of DFL e.V., and that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the Group in compliance with German legally required accounting principles. In addition, the legal representatives are responsible for such internal control as they, in accordance with German legally required accounting principles, have deter- mined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsi- bility for disclosing, as applicable, matters related to going concern. In addition, they are re- sponsible for using the going concern basis of accounting, provided no actual or legal circum- stances conflict therewith.

Furthermore, the legal representatives are responsible for the preparation of the Group man- agement report that, as a whole, provides an accurate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with Ger- man legal requirements, and accurately presents the opportunities and risks of future devel- opment. In addition, the legal representatives are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a Group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the Group manage- ment report.

The Supervisory Board is responsible for monitoring the Group's accounting process for pre- paring the consolidated financial statements and the Group management report.

Responsibilities of the auditor for the audit of the consolidated financial statements and the Group management report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group management report as a whole provides an accurate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and accurately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial statements and on the Group management report.

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Reasonable assurance is a high level of assurance, but is not a guarantee that an audit con- ducted in accordance with Section 317 HGB and in compliance with German Generally Ac- cepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this Group management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

. Identify and assess the risks of material misstatement of the consolidated financial state- ments and of the Group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi- cient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of inter- nal control.

. Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the Group management report in order to design audit procedures that are appropriate in the circum- stances, but not for the purpose of expressing an opinion on the effectiveness of these systems.

. Evaluate the appropriateness of accounting policies used by the legal representatives and the reasonableness of estimates made by the legal representatives and related disclosures.

. Conclude on the appropriateness of the legal representatives’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncer- tainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consol- idated financial statements and in the Group management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evi- dence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.

. Evaluate the overall presentation, structure and content of the consolidated financial state- ments, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in such a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the Group in compliance with German legally required accounting principles.

. Obtain sufficient appropriate audit evidence regarding the financial information of the enti- ties or business activities within the Group to express opinions on the consolidated financial

| 3 Appendix 7

statements and on the Group management report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our opin- ions.

. Evaluate the consistency of the Group management report with the consolidated financial statements, its conformity with law and the view of the Group’s position it provides.

. Perform audit procedures on the prospective information presented by the legal represent- atives in the Group management report. On the basis of sufficient appropriate audit evi- dence, we evaluate, in particular, the significant assumptions used by the legal represent- atives as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.”

Berlin, 20 October 2020

Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft

Helmut Schuhmann Marko Pape Certified Public Accountant Certified Public Accountant

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