Obligation EnBW Energie BW 1.875% ( XS2196328608 ) en EUR

EnBW Energie BW

99.52 % ▲

Allemagne

XS2196328608 ( en EUR )

1.875% par an ( paiement annuel )

28/06/2080

Prospectus brochure de l'obligation EnBW Energie Baden-Wuerttemberg XS2196328608 en EUR 1.875%, échéance 28/06/2080

29/06/2026 ( Dans 101 jours )

EnBW Energie Baden-Württemberg est une grande entreprise énergétique allemande intégrée, active dans la production, le transport, la distribution et la vente d'électricité et de gaz.

L'obligation XS2196328608 émise par EnBW Energie Baden-Wuerttemberg, une société allemande, affichant un prix actuel de marché de 97,75% de sa valeur nominale en EUR, offre un taux d'intérêt de 1,875% avec une maturité fixée au 28 juin 2080 et un paiement des coupons annuel.

Prospectus dated 25 June 2020

EnBW Energie Baden-Württemberg AG
(Karlsruhe, Federal Republic of Germany)
EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 2080
ISIN XS2196328608, Common Code 219632860, WKN A289QA
Issue price: 99.300 per cent.
EnBW Energie Baden-Württemberg AG, Durlacher Allee 93, 76131 Karlsruhe, Federal Republic of Germany (the "Issuer" or "EnBW
AG" and together with its consolidated subsidiaries, "EnBW", the "EnBW Group" or the "Group") will issue on 29 June 2020 (the
"Issue Date") EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 29 June 2080 (the "Notes") in the denomination of
EUR 100,000 each. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including 29 June 2020 (the "Interest Commencement Date") to but excluding 29 June 2026
(the "First Reset Date") at a rate of 1.875 per cent. per annum. Thereafter, unless previously redeemed, the Notes will bear interest
from and including the First Reset Date to but excluding 29 June 2031 (the "First Modified Reset Date") at a rate per annum equal to
the Reference Rate for the relevant Reset Period (each as defined in § 3(2) of the terms and conditions of the Notes (the "Terms and
Conditions")) plus a margin of 232.4 basis points per annum (not including a step-up). Thereafter, unless previously redeemed, the
Notes will bear interest from and including the First Modified Reset Date to but excluding 29 June 2046 (the "Second Modified Reset
Date") at a rate per annum equal to the Reference Rate for the relevant Reset Period plus a margin of 257.4 basis points per annum
(including a step-up of 25 basis points). Thereafter, unless previously redeemed, the Notes will bear interest from and including the
Second Modified Reset Date to but excluding 29 June 2080 (the "Maturity Date") at a rate per annum equal to the Reference Rate for
the relevant Reset Period plus a margin of 332.4 basis points per annum (including a step-up of 100 basis points).
Interest on the Notes will be payable annually in arrear on 29 June of each year, commencing on 29 June 2021.
The Issuer is entitled to defer interest payments under the Notes under certain circumstances (as set out in § 4(1) of the Terms and
Conditions) (such payments the "Deferred Interest Payments"). Such Deferred Interest Payments will not bear interest. The Issuer
may pay such Deferred Interest Payments (in whole or in part) at any time upon due notice (as set out in § 4(2) of the Terms and
Conditions) and will be required to pay such Deferred Interest Payments (in whole, but not in part) under certain other circumstances
(as set out in § 4(3) of the Terms and Conditions).
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole
or in part for a Permanent Global Note without interest coupons, not earlier than 40 days after the Interest Commencement Date, upon
certification as to non-U.S. beneficial ownership.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) No 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). This Prospectus, together with
all documents incorporated by reference, will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as
competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should neither be considered
as an endorsement of the Issuer that is subject of this Prospectus nor of the quality of the securities that are the subject of this Prospectus.
The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer.
Investors should make their own assessment as to the suitability of investing in the Notes.
This Prospectus will be valid until 25 June 2021 and may in this period be used for admission of the Notes to trading on a regulated
market. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this
Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without
undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus
will cease to apply once the Notes have been admitted to trading on a regulated market and at the latest upon expiry of the validity
period of this Prospectus.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer
or solicitation is unlawful.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
and subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The regulated
market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament
and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II").
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
Following the First Reset Date, interest amounts payable under the Notes are calculated by reference to the annual swap rate for swap
transactions denominated in Euro with a term of 5 years, which appears on the Reuters Screen Page ICESWAP2/EURFIXA and which
is provided by ICE Benchmark Administration Limited ("IBA"). As at the date of this Prospectus, IBA appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks
and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Investing
in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 7 of this Prospectus.

Joint Global Coordinators and Joint Structuring Advisors
NatWest Markets
Société Générale
Corporate & Investment Banking
Joint Lead Managers
BBVA
Morgan Stanley
NatWest Markets
SEB
Société Générale
UniCredit Bank
Corporate & Investment Banking

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Karlsruhe, Germany, accepts responsibility for the information contained in this
Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its subsidiaries
taken as a whole (the "EnBW Group", "EnBW" or the "Group") and to the Notes which is material in the context of the
issue and offering of the Notes, including all information which, according to the particular nature of the Issuer and of the
Notes is necessary to enable investors and their investment advisers to make an informed assessment of the assets and
liabilities, financial position, profits and losses, and prospects of the Issuer and the Group and of the rights attached to the
Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the Group and the Notes are in every material
particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Group or the
Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this
Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain
such facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this Prospectus
and, if given or made, such information or representation must not be relied upon as having been authorised by or on
behalf of the Issuer or the Joint Lead Managers (as defined in the section "Subscription and Sale of the Notes").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein or therein by reference.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an
offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that such recipient should
purchase any Notes.
This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the distribution of this
Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent
to the date hereof or that there has been no adverse change in the financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its respective
affiliates nor any other person mentioned in this Prospectus, except for the Issuer, accepts responsibility for the accuracy
and completeness of the information contained in this Prospectus or any document incorporated by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any
responsibility for the accuracy and completeness of the information contained in any of these documents. The Joint Lead
Managers have not independently verified any such information and accept no responsibility for the accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer
or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any
such restrictions. For a description of the restrictions applicable in the EEA, the United States of America and the UK,
see "Subscription and Sale of the Notes Selling Restrictions".
2

For the avoidance of doubt the content of any website referred to in this Prospectus does not form part of this Prospectus
and the information on such websites has not been scrutinised or approved by the CSSF as competent authority under the
Prospectus Regulation.
The language of this Prospectus is English. In respect of the Terms and Conditions German is the controlling and legally
binding language.
In this Prospectus all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage of
the European Economic and Monetary Union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3
May 1998 on the introduction of the Euro, as amended.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET: PROFESSIONAL INVESTORS AND ECPS
ONLY
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or the UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by the PRIIPs Regulation
for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
or the UK may be unlawful under the PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Lead Managers the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.
BENCHMARK REGULATION: STATEMENT ON REGISTRATION OF BENCHMARK ADMINISTRATOR
Following the First Reset Date, interest amounts payable under the Notes are to be calculated by reference to the annual
swap rate for swap transactions denominated in Euro with a term of 5 years, which appears on the Reuters Screen Page
ICESWAP2/EURFIXA and which is provided by IBA. As at the date of this Prospectus, IBA appears on the register of
administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures
Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018).
For a further description of certain restrictions on offerings and sales of the Notes see "Subscription and Sale Selling
Restrictions".
3

STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, SOCIÉTÉ GÉNÉRALE (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY OVER-
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE
OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
FINANCIAL DATA
Where financial data in tables in this Prospectus is labelled "audited", this means that it has been taken from the Issuer's
audited consolidated financial statements as of and for the year ended 31 December 2019. The label "unaudited" is used
in tables in this Prospectus to indicate financial data that has not been taken from the the Issuer's audited consolidated
financial statements as of and for the year ended 31 December 2019, but was taken from the Issuer's internal reporting
system, or has been calculated based on financial data from the above-mentioned sources.
ALTERNATIVE PERFORMANCE MEASURES
Certain terms used in this Prospectus and financial measures presented in the documents incorporated by reference are
not recognised financial measures under International Financial Reporting Standards as adopted by the European Union
("IFRS") ("Alternative Performance Measures") and may therefore not be considered as an alternative to the financial
measures defined in the accounting standards in accordance with generally accepted accounting principles. The Issuer
has provided these Alternative Performance Measures because it believes they provide investors with additional
information to assess the operating performance and financial standing of EnBW's business activities. The definition of
the Alternative Performance Measures may vary from the definition of identically named alternative performance
measures used by other companies. The Alternative Performance Measures for EnBW presented by the Issuer should not
be considered as an alternative to measures of operating performance or financial standing derived in accordance with
IFRS. These Alternative Performance Measures have limitations as analytical tools and should not be considered in
isolation or as substitutes for the analysis of the consolidated results or liabilities as reported under IFRS.
For further information, please refer to "General Information on the Issuer and the Group Alternative Performance
Measures".
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not
yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar
terms and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding Group's business and management,
its growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including Group's financial condition and results of operations, to differ materially from
and be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements.
4

The Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement,
estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
section "General Information on the Issuer and the Group" of this Prospectus. This section includes more detailed
descriptions of factors that might have an impact on the Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
neither the Issuer nor the Joint Lead Managers assume any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
5

TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 7
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 18
USE OF PROCEEDS ....................................................................................................................................................... 54
DESCRIPTION OF THE ISSUER AND THE GROUP .................................................................................................. 55
TAXATION ...................................................................................................................................................................... 79
SUBSCRIPTION AND SALE OF THE NOTES ............................................................................................................. 83
GENERAL INFORMATION ........................................................................................................................................... 86
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................... 88

6

RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors and the
other information contained in this Prospectus. Should one or more of the risks described below materialise, this may
have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position and results of
operations (Vermögens-, Finanz- und Ertragslage) or general affairs of the Issuer or the Group. Moreover, if any of these
risks occur, the market value of the Notes and the likelihood that the Issuer will be in a position to fulfil its payment
obligations under the Notes may decrease, in which case the holders of the Notes could lose all or part of their investments.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but
the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for other unknown
reasons than those described below. Additional risks of which EnBW Group is not presently aware could also affect the
business operations of EnBW Group and have a material adverse effect on EnBW Group's business activities and financial
condition and results of operations. Prospective investors should read the detailed information set out elsewhere in this
Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
Potential investors should, among other things, consider the following:
Risks relating to the Issuer and EnBW Group
The risk factors in this section are categorized as follows:
·
Financial Risks
·
Market Risks
·
Operational Risks
·
Regulatory / Political Risks
·
Environmental / Social / Governance Risks
Financial Risks
Risk related to Market Prices of Financial Investments
The financial investments used to cover EnBW's pension and nuclear obligations are subject to risks due to price changes
and other valuation changes as a result of a volatile financial market environment. A high portion of the assets are
measured at fair value through profit or loss in accordance with IFRS 9. Fluctuations in the value of these securities are
recognized in profit or loss. Through corresponding effects, this could have a negative impact on net debt.
Risk related to Changes in Interest Rates
Key factors influencing the present value of nuclear power and pension provisions are interest and inflation rates.
Discount rate applied to pension provisions: There is a general risk due to any change in the discount rate applied to the
pension provisions because the present value of the pension provisions falls when the discount rate increases and increases
when the discount rate falls. At the end of the 2019 financial year, the discount rate decreased from the previous year to
1.1 % from 1.8 %.
The occurrence of such risks could have material adverse effects on the ratings of EnBW. There is a risk that the rating
agencies will downgrade the credit rating of EnBW due to the aforementioned negative impact on the financial position.
7

In the case of a downgraded rating and a deterioration in capital market conditions, it is possible that this will result in
increased refinancing costs and additional liquidity requirements.
Liquidity Risk
Risks arise from the process of ensuring adequate liquidity to meet EnBW Group's financial obligations in due time.
EnBW Group is dependent upon adequate available lines of credit at banks, capital market access as well as free cash and
cash equivalents in order to meet its financial obligations. Margin regulations for stock market transactions and bilateral
margin agreements for the balancing of daily market price movements, may lead to short-term cash outflows as a result
of unfavourable market developments.
Due to unforeseeable payments, especially margin payments, payments in connection with section 5 of the German
Renewable Energies Ordinance (Verordnung zur Durchführung des Erneuerbare-Energien-Gesetzes und des
Windenergie-auf-See-Gesetzes (Erneuerbare-Energien-Verordnung)) of TransnetBW GmbH, unused project funds or tax
issues, as well as exogenous shocks, such as financial market crashes, EnBW Group's liquidity planning is subject to
uncertainty that could lead to deviations from the planned payments. These effects could have a negative impact on net
debt.
The occurrence of such risks could have adverse effects on the ratings of EnBW. There is a risk that the rating agencies
will downgrade the credit rating of EnBW due to the aforementioned negative impact on the financial position. In the
case of a downgraded rating and a deterioration in capital market conditions, it is possible that this will result in increased
refinancing costs and additional liquidity requirements.
Hedging Risk
When selling generated electricity volumes, EnBW is exposed to the risk of falling electricity prices and the risk of
unexpected development of fuel prices in relation to electricity prices. The hedging instruments utilised in 2019 were
forwards, futures and swaps. The EnBW Group has exposure to foreign exchange risks from procurement and the hedging
of prices for its fuel requirements, as well as from gas and oil trading business. This could have a negative impact on the
adjusted EBITDA in the medium term.
Market Risks
Competition Risk in the Energy Markets
There is a risk that the continued tense competitive situation for all EnBW brands in the electricity, gas and energy
solutions business could have a negative effect on the customer base, sales volumes and price levels. The willingness of
customers to switch suppliers and the pressure on prices remain high. The development and expansion of system solutions
tailored to the various customer segments alongside the traditional supply of electricity and gas in the areas of energy
technology in the home, e.g. with products such as photovoltaic storage systems, the area of corporate energy efficiency,
electromobility and telecommunications could result in a negative effect on earnings.
Risks arising from economic development
Forecasts of future economic development and the related demand for energy are essential components of EnBW's
projection of unit sales of electricity and gas. Any significant negative deviation between actual and projected economic
development exposes EnBW to numerous risks. A decline in industrial production may result in lower demand for
electricity and gas and thus lower levels of demand from EnBW customers. A decline in sales volume also results in
reduced transmissions via EnBW's grids and a decline in network revenues. Additionally, quantities already purchased
will have to be resold and, depending on the then prevailing price levels, may have to be resold below procurement prices.
Risks for EnBW could also arise from an unforeseen strengthening of the economy, as this could mean that additional
primary energy sources and electricity must be procured at prices above the sales price contracted with customers. In case
of a growing number of company insolvencies and companies experiencing financial difficulties, EnBW may face
difficulties to recover customer claims and distressed debts may increase.
8

Pandemics, epidemics, outbreaks of infectious diseases or any other serious public health concerns, such as the outbreak
of SARS-CoV-2 first identified in December 2019 and its associated disease ("Covid-19"), together with any measures
aimed at mitigating a further expansion thereof, such as restrictions on travel, imposition of quarantines, prolonged
closures of workplaces, or curfews or other social distancing measures, are likely to have a material adverse effect on the
global economy and international financial markets in general and on the markets and segments in which EnBW Group
operates. The implications of such outbreaks depend on a number of factors, such as the duration and spread of the
respective outbreak as well as the timing, suitability and effectiveness of measures imposed by authorities, the availability
of resources, including human, material, infrastructure and financial (e.g., governmental stimulus packages and/or
measures introduced by central banks) required to implement effective responses to the respective situation at the
international, national and regional level as well as the level of civil compliance with such measures. There is no guarantee
that such measures, or a combination thereof, are effective means to combat such an outbreak and the implications
resulting therefrom, which may result in an increase of credit risk, liquidity risk and operational risk for EnBW and the
EnBW Group and, ultimately, may adversely affect EnBW's and the EnBW Group's results of operations and prospects.
The realisation of any of these risks could have material adverse effects on the net assets, financial position and results of
operations of the EnBW Group and the relevant Issuer's ability to fulfil its obligations under the Notes.
Power and Fuel Price Risk
EnBW Group both operates power plants for the generation of electricity (upstream business) and supplies customers
(downstream business) with electricity. The electricity generated is sold to the wholesale market and electricity for the
supply of retail customers is purchased from the wholesale market. Fuels for the generation (including hard coal and gas)
are purchased as well in the wholesale market. Additionally, the Group entered into long term supply contracts and may
take positions (long and/or short) for the respective commodities in the market. These decisions are partly based on
forecasts of future developments and the related demand for energy.
A significant deviation of any, or a combination of the assumptions from the Group's projections, may have a significant
effect on earnings, net assets and might lead to an increase in net debt of the EnBW Group. Hence there is a risk that the
rating agencies will downgrade the credit rating of EnBW due to the aforementioned negative impact on the financial
position. In the case of a downgraded rating and a deterioration in capital market conditions, it is possible that this will
result in additional liquidity requirements in the form of increased refinancing costs.
Operational Risks
Risk related to the Dismantling of Nuclear Power Plants
The dismantling of nuclear power plants is highly complex.
All of EnBW's nuclear power plants are expected to be dismantled over the coming years. This long-term process involves
risks of missed deadlines due to delays in receiving approvals for transport and storage of waste, an increase in the amount
of preparation work required for dismantling, developing buffer zones and retrofitting work and bottlenecks in the supply
of the necessary resources, as well as risks from delays to dismantling projects due to a change in conditions or planning
premises.
The occurrence of one or more of these risks could have negative effects on financial position and results of operations
of the EnBW Group and affect the Issuer's ability to fulfil its obligations under the Notes.
Risk related to the Availability of Power Plants
EnBW Group operates power plants for the generation of electricity. These can be of conventional as well as renewable
technology. As the electricity production for a specific time might have already been sold to the market in advance, the
plants have to be in operation at these times in order to fulfil the production obligation. The operation of the plants can
be constrained or completely stopped. This can be caused by factors which are partially or in full out of the Group's sphere
of influence. These include, among others, longer maintenance periods as expected, lack of supplies such as fuel and
9