EnBW Energie Baden Württemberg : Prospectus Subordinated Bond EUR 500,000,000 maturity 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

1. 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

1. 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

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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".

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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

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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.

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