Obligation EnBW Energie BW 2.125% ( XS2381277008 ) en EUR

EnBW Energie BW

89.18 % ▲

Allemagne

XS2381277008 ( en EUR )

2.125% par an ( paiement annuel )

30/08/2081

Prospectus brochure de l'obligation EnBW Energie Baden-Wuerttemberg XS2381277008 en EUR 2.125%, échéance 30/08/2081

31/08/2026 ( Dans 164 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 émise par EnBW Energie BW ( Allemagne ) , en EUR, avec le code ISIN XS2381277008, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/08/2081

Prospectus dated 27 August 2021
EnBW Energie Baden-Württemberg AG
(Karlsruhe, Federal Republic of Germany)
EUR 500,000,000 Green Subordinated Resettable Fixed Rate Notes
due 2081
ISIN XS2381272207, Common Code 238127220, WKN A3MP4X
Issue price: 100.00 per cent.
EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 2081
ISIN XS2381277008, Common Code 238127700, WKN A3MP4Y
Issue price: 100.00 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 31 August 2021 (the
"Issue Date") EUR 500,000,000 Green Subordinated Resettable Fixed Rate Notes due 31 August 2081 (the "NC2028 Notes") in the
denomination of EUR 100,000 each and EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 31 August 2081 (the
"NC2032 Notes", and together with the NC2028 Notes, the "Notes" and each a "Series") in the denomination of EUR 100,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The NC2028 Notes will bear interest from and including 31 August 2021 (the "NC2028 Notes Interest Commencement Date") to
but excluding 31 August 2028 (the "NC2028 Notes First Reset Date") at a rate of 1.375 per cent. per annum. Thereafter, unless
previously redeemed, the NC2028 Notes will bear interest from and including the NC2028 Notes First Reset Date to but excluding
31 August 2033 (the "NC2028 Notes First Modified Reset Date") at a rate per annum equal to the reference rate for the relevant Reset
Period (the "NC2028 Notes Reference Rate") (as specified in § 3(2) of the terms and conditions of the NC2028 Notes (the "NC2028
Notes Terms and Conditions")) plus a margin of 165.1 basis points per annum (not including a step-up). Thereafter, unless previously
redeemed, the NC2028 Notes will bear interest from and including the NC2028 Notes First Modified Reset Date to but excluding
31 August 2048 (the "NC2028 Notes Second Modified Reset Date") at a rate per annum equal to the NC2028 Notes Reference Rate
for the relevant Reset Period plus a margin of 190.1 basis points per annum (including a step-up of 25 basis points). Thereafter, unless
previously redeemed, the NC2028 Notes will bear interest from and including the NC2028 Notes Second Modified Reset Date to but
excluding 31 August 2081 (the "NC2028 Notes Maturity Date") at a rate per annum equal to the respective NC2028 Notes Reference
Rate for the relevant Reset Period plus a margin of 265.1 basis points per annum (including a step-up of 100 basis points).
Interest on the NC2028 Notes will be payable annually in arrear on 31 August of each year, commencing on 31 August 2022.
The NC2032 Notes will bear interest from and including 31 August 2021 (the "NC2032 Notes Interest Commencement Date", and
together with the NC2028 Notes Interest Commencement Date, the "Interest Commencement Dates" and each an "Interest
Commencement Date") to but excluding 31 August 2032 (the "NC2032 Notes First Reset Date", and together with the NC2028
Notes First Reset Date, the "First Reset Dates" and each a "First Reset Date") at a rate of 2.125 per cent. per annum. Thereafter,
unless previously redeemed, the NC2032 Notes will bear interest from and including the NC2032 Notes First Reset Date to but
excluding 31 August 2052 (the "NC2032 Notes Modified Reset Date") at a rate per annum equal to the reference rate for the relevant
Reset Period (the "NC2032 Notes Reference Rate") (as specified in § 3(2) of the terms and conditions of the NC2032 Notes (the
"NC2032 Notes Terms and Conditions", and together with the NC2028 Notes Terms and Conditions, the "Terms and Conditions"))
plus a margin of 242.8 basis points per annum (including a step-up of 25 basis points). Thereafter, unless previously redeemed, the
NC2032 Notes will bear interest from and including the NC2032 Notes Modified Reset Date to but excluding 31 August 2081 (the
"NC2032 Notes Maturity Date", and together with the NC2028 Notes Maturity Date, the "Maturity Dates" and each a "Maturity
Date") at a rate per annum equal to the respective NC2032 Notes Reference Rate for the relevant Reset Period plus a margin of 317.8
basis points per annum (including a step-up of 100 basis points).
Interest on the NC2032 Notes will be payable annually in arrear on 31 August of each year, commencing on 31 August 2022.
The Issuer is entitled to defer interest payments under the Notes of each Series under certain circumstances (as set out in § 4(1) of the
respective 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 respective 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 respective Terms and Conditions).
Unless previously redeemed or repurchased and cancelled, each Series of Notes will be redeemed at par on the respective Maturity
Date applicable for such Series.
Each Series of Notes will initially be represented by a temporary global bearer note (each a "Temporary Global Note"), without
interest coupons, which will be exchangeable in whole or in part for a corresponding permanent global bearer note (each a "Permanent
Global Note" and together with the Temporary Global Notes, the "Global Notes") without interest coupons, not earlier than 40 days
after the respective 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 27 August 2022 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 this 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 each Series of 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").
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 9 of this Prospectus.
Joint Global Coordinators and Joint Structuring Advisors
Barclays
Deutsche Bank
Joint Lead Managers
Barclays
BBVA
BNP PARIBAS
Deutsche Bank
Landesbank Baden-Württemberg
MUFG
NatWest Markets
2

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 European Economic Area ("EEA"), the United
States of America and the United Kingdom ("UK"), see "Subscription and Sale of the Notes Selling Restrictions".
3

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.
UK MiFIR 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 only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR");
and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
Distributor should take into consideration the manufacturers' target market assessment; however, a Distributor subject to
the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") 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. 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 has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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 UK. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
4

available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK 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 relevant First Reset Date, interest amounts payable under the relevant Series of 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 ICE Benchmark Administration Limited
("IBA"). The annual swap rate for swap transactions denominated in Euro is calculated by reference to the EURIBOR
(Euro Interbank Offered Rate) which is provided by the European Money Market Institute ("EMMI"). As at the date of
this Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by ESMA
pursuant to Article 36 of the Benchmark Regulation while IBA does not appear on the ESMA register.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes
are 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
For a further description of certain restrictions on offerings and sales of the Notes see "Subscription and Sale Selling
Restrictions".
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AKTIENGESELLSCHAFT (THE
"STABILISATION MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISATION
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 STABILISATION MANAGER (OR ANY PERSON
ACTING ON BEHALF OF THE STABILISATION 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 2020. The label "unaudited" is used
in tables in this Prospectus to indicate financial data that has not been taken from the Issuer's audited consolidated financial
statements as of and for the year ended 31 December 2020, but was taken from the English-language translation of the
German-language interim condensed consolidated financial statements of EnBW AG for the six-month period ended
30 June 2021 or the Issuer's internal reporting system, or has been calculated based on financial data from the above-
mentioned sources.
5

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 "Description of the Issuer and the Group - Alternative Performance Measures
(APM)".
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.
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 "Description of 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.
GREEN FINANCING FRAMEWORK
It will be the Issuer's intention to apply an amount equivalent to the net proceeds from the offer of the NC2028 Notes to
finance Eligible Green Projects (as defined below). The Issuer has established a framework for such issuances (the "Green
Financing Framework") which further specifies the eligibility criteria for such Eligible Green Projects. None of the Joint
Lead Managers, any of their affiliates or any other person mentioned in this Prospectus makes any representation as to
the suitability of the NC2028 Notes to fulfil environmental, social and/or sustainability criteria required by any
prospective investors. The Joint Lead Managers have not undertaken, nor are they responsible for, any assessment of the
Green Financing Framework or the Eligible Green Projects, any verification of whether the Eligible Green Projects meet
the criteria set out in the Green Financing Framework or the monitoring of the use of proceeds.
6

ESG RATINGS
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related management arrangements
established to mitigate those risks has been assessed by several agencies, including CDP, Sustainalytics, ISS ESG and
MSCI, among others, through Environmental, Social and Governance ratings ("ESG ratings"). Please refer to the section
"Description of the Issuer and the Group Sustainability ratings" for further information.
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ.
The Issuer's ESG ratings are not necessarily indicative of its current or future operating or financial performance, or any
future ability to service the Notes and are only current as of the dates on which they were initially issued. Prospective
investors must determine for themselves the relevance of any such ESG ratings information contained in this Prospectus
or elsewhere in making an investment decision. Furthermore, ESG ratings shall not be deemed to be a recommendation
by the Issuer, the Joint Lead Managers or any other person to buy, sell or hold the Notes. Currently, the providers of such
ESG ratings are not subject to any regulatory or other similar oversight in respect of their determination and award of
ESG ratings. For more information regarding the assessment methodologies used to determine ESG ratings, please refer
to the relevant ratings agency's website (which website does not form a part of, nor is incorporated by reference in, this
Prospectus).
7

TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 9
TERMS AND CONDITIONS OF THE NC2028 NOTES ............................................................................................... 21
TERMS AND CONDITIONS OF THE NC2032 NOTES ............................................................................................... 59
USE OF PROCEEDS ....................................................................................................................................................... 97
DESCRIPTION OF THE ISSUER AND THE GROUP .................................................................................................. 98
TAXATION .................................................................................................................................................................... 128
SUBSCRIPTION AND SALE OF THE NOTES ........................................................................................................... 132
GENERAL INFORMATION ......................................................................................................................................... 135
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................. 137
8

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 EnBW 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 (the "Holders") 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 the Issuer is not presently aware could also affect the
business operations of the Issuer or the EnBW Group and have a material adverse effect on their business activities,
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.
The following risk factors are organised in categories depending on their respective nature. In each category the most
material risk factors, based on the probability of their occurrence and the expected magnitude of their negative impact,
are mentioned first.
Words and expressions defined in the Terms and Conditions of the Notes below shall have the same meanings in this
section.
Risk factors relating to EnBW AG and EnBW Group
The following is a description of the risk factors, which may affect the ability of the Issuer to fulfil its obligations under
the Notes.
The risk factors in this section are categorised as follows:
·
Financial Risks
·
Market Risks
·
Operational Risks
·
Regulatory / Political Risks
·
Environmental / Social / Governance Risks
Financial Risks
Risk related to Changes in Interest Rates
Key factors influencing the present value of nuclear power and pension provisions are interest and inflation rates.
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. On the reporting
date for the annual financial statements of EnBW Group in 2020, the discount rate stood at 0.75% in comparison to the
previous year (1.1%). At the reporting date of 30 June 2021, the discount rate was 1.15%.
The future development of interest rates could have a negative impact on net debt and thus an impact on the key
performance indicator debt repayment potential.
9

Risk related to Market Prices of Financial Investments
The financial investments managed through the asset management system are subject to risks that arise from price losses
and other losses in value as a result of the volatile financial market environment. There was a sharp fall on the stock
market at the beginning of 2020 due to the outbreak of SARS-CoV-2 first identified in December 2019 and its associated
disease ("COVID-19"), which was followed by a significant recovery in the second half of the year and an all-time high
in the first half of 2021. The impact of the COVID-19 pandemic on the market situation must still be closely monitored.
To improve the risk ratio of the portfolio, greater focus is currently being given to more sustainable investments. This
could have a negative impact on net debt and thus an impact on the key performance indicator debt repayment potential.
Margins and Liquidity Risk
Due to unforeseeable liquidity developments, especially margin payments, the EnBW Group's liquidity planning is subject
to uncertainty that could lead to deviations between actual payments and planned payments. Margin and liquidity outflows
are actively monitored and controlled. The high volatility on the commodity markets resulted in high margin requirements
in 2020. Higher prices for electricity and CO2 allowances and increasing volatility on the commodity markets have
resulted in higher margin requirements. The further utilisation of liquidity cannot be excluded in this context. Potential
outflows, such as those resulting from the COVID-19 pandemic, are estimated using stress scenarios for different time
periods.
As part of a liquidity management project, the processes and funds required at short notice have been further optimised.
The risk can be covered by existing credit lines.
In general, there is also a risk of additional liquidity requirements if the rating agencies downgrade the credit rating of
EnBW. This effect could have a negative impact on net debt and thus an impact on the key performance indicator debt
repayment potential, as well as an indirect impact on the key performance indicator Return on Capital Employed
("ROCE") via capital employed.
Depending on market developments and the framework conditions related to the change to renewable energies, EnBW
also identifies a general risk of a negative impact on earnings due to impairment losses on power plants and impending
losses for onerous contracts for electricity procurement agreements.
Hedging Risk
When selling generated electricity volumes, EnBW is exposed to the risk of falling electricity prices and the risk of an
unfavorable development of fuel prices in relation to electricity prices. The hedging instruments utilised in 2020 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 effect on the
key performance indicator adjusted EBITDA and thus an indirect impact on the key performance indicator debt repayment
potential via the retained cash flow and on the key performance indicator ROCE via the adjusted EBIT.
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. This 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
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