EnBW Energie Baden Württemberg : Third Supplement to the 2022 Debt Issuance Programme

Third Supplement dated 16 January 2023 to the Debt Issuance Programme Prospectus dated 14 April 2022.

This document constitutes a supplement (the "Supplement") for the purposes of Article 23 (1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), relating to issues of non- equity securities within the meaning of Article 2 (c) of the Prospectus Regulation, to (i) the base prospectus of EnBW Energie Baden- Württemberg AG ("EnBW AG") and (ii) the base prospectus of EnBW International Finance B.V. ("EnBW Finance"), dated 14 April 2022, each as supplemented by the first supplement dated 24 August 2022 and the second supplement dated 11 November 2022 (together, the "Debt Issuance Programme Prospectus" or the "Prospectus") which each constitutes a base prospectus for the purposes of Article 8 (1) of the Prospectus Regulation.

EnBW Energie Baden-Württemberg AG

(Karlsruhe, Federal Republic of Germany)

as Issuer and, in respect of Notes issued by EnBW International Finance B.V., as Guarantor

EnBW International Finance B.V.

(Amsterdam, The Netherlands)

as Issuer

• 10,000,000,000 Debt Issuance Programme

The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority under the Prospectus Regulation has approved this Supplement as a supplement within the meaning of Article 23 (1) of the Prospectus Regulation. By approving this Supplement, the CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of either Issuer in accordance with the provisions of Article 6(4) of Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en œuvre du règlement (UE) 2017/1129).

Each Issuer has requested the CSSF to provide the competent authorities in the Republic of Austria, the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that this Supplement has been drawn up in accordance with the Prospectus Regulation. Each Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic Area with such notification.

Right to withdraw

In accordance with Article 23 (2) of the Prospectus Regulation, where securities are offered to the public, investors who have already agreed to purchase or subscribe for securities before the Supplement is published have the right, exercisable within two working days after the publication of this Supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in Article 23 (1) of the Prospectus Regulation arose or was noted before the final closing of the offer to the public or the delivery of the securities, whichever occurs first. The final date for the right of withdrawal will be 18 January 2023. Investors wishing to exercise their right of withdrawal may contact the relevant Dealer/intermediary or any other distributor with whom the relevant agreement to purchase or subscribe has been entered into.

This Supplement together with the Prospectus and the documents incorporated by reference are also available for viewing in electronic form on the website of the Luxembourg Stock Exchange at www.bourse.lu and on the website of the Issuer at www.enbw.com.

The purpose of this Supplement is to supplement the Prospectus with information regarding recent developments.

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This Supplement is supplemental to, and should be read in conjunction with the Prospectus. Terms defined in the Prospectus have the same meaning when used in this Supplement.

EnBW Energie Baden-Württemberg AG and EnBW International Finance B.V. (each an "Issuer" and together, the "Issuers") accept responsibility for the information given in this Supplement.

Each of the Issuers hereby declares that to the best of its knowledge, the information contained in the Prospectus for which it is responsible, is in accordance with the facts and that the Prospectus makes no omission likely to affect its import.

The Arranger and the Dealers have not separately verified the information contained in this Supplement. Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any responsibility, with respect to the accuracy or completeness of any information contained in this Supplement. Neither this Supplement nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Arranger or the Dealers that any recipient of this Supplement or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Supplement and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial condition or affairs of either Issuer during the life of the arrangements contemplated by this Supplement nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.

To the extent that there is any inconsistency between any statement included in this Supplement and any statement included or incorporated by reference in the Prospectus, the statements in this Supplement will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or material inaccuracy since the publication of the Prospectus.

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1. Risk Factors

On page 4 of the Prospectus in the section "Risk Factors with regard to the Issuers - Risk factors relating to EnBW AG and EnBW Group", sub-section"Financial Risks" the risk factor "Margins and Liquidity Risk" shall be replaced by the following:

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Margins and Liquidity Risk

The EnBW Group's liquidity planning is subject to an inherent degree of uncertainty, especially with respect to margin payments. Sharp increases in prices and high volatility in energy trading on the commodity markets (EEX/ICE) have led to high cash inflows and outflows as part of margining processes that are beyond the normal margin requirements. Also in 2023, there is a material risk that EnBW's net debt and thus its key performance indicator debt repayment potential might be impacted by margin payments and resulting cash outflows.

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2. Risk Factors

On page 4 of the Prospectus in the section "Risk Factors with regard to the Issuers - Risk factors relating to EnBW AG and EnBW Group", sub-section"Political/ Regulatory Risks" the risk factor "Political risk from the Russia - Ukraine Conflict" shall be replaced by the following:

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Political risk from the Russia - Ukraine Conflict

Throughout 2021, the Russian military build-up along the border of Ukraine has escalated tensions between Russia and Ukraine and strained bilateral relations. On 24 February 2022, Russia commenced a full-scale military invasion of Ukraine. Following the invasion of Ukraine, the EU and countries like the United States, UK, Switzerland, Canada, Japan, Australia and some other countries imposed a broad set of sanctions against Russia (hereinafter, the "Russia - Ukraine Conflict").

Cuts in supply and possible changes in supply quotas have meant that replacement gas had to be procured at higher prices and there were also uncertainties with respect to potential compensatory mechanisms. These risks were all especially relevant to VNG, which was impacted by two gas supply contracts. It was possible to reach an agreement with the suppliers for one of the two contracts and with the Federal Government for the second contract. The total earnings impact from both delivery contracts for EnBW will not exceed €1.18 billion in total. This impacts EnBW's key performance indicator adjusted EBITDA for 2022 and thus an indirectly impacts EnBW's key performance indicator debt repayment potential via the retained cash flow.

As the move from Russian gas to LNG poses challenges to the future energy industry, there is also uncertainty in the following areas: funding of renewable energies, expansion of the grid, the future of the gas infrastructure and expansion of electromobility. There are risks associated with any change to the legal regulations that have a bearing on EnBW. Due to the greater level of uncertainty, mainly as a result of the Russia - Ukraine Conflict (e.g., deficit in gas supplies, purchasing of replacement coal), the risks could increase.

If any of the above risks materialises, this could have a material adverse effect on EnBW's business, cash flows, financial condition and results of operations.

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3. Risk Factors

On page 4 of the Prospectus in the section "Risk Factors with regard to the Issuers - Risk factors relating to EnBW AG and EnBW Group", sub-section"Political/ Regulatory Risks" the risk factor "Risk related to Changes in Regulation" shall be replaced by the following:

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Risk related to Changes in Regulation

EnBW and its operations are subject to significant regulation and supervision by various regulatory bodies, including German municipal, state, federal and European Union ("EU") authorities. This affects the following segments in the respective areas:

• Incentive regulation (Anreizregulierung) regarding the Grids segment, and
• German Renewable Energies Act (Erneuerbare Energien Gesetz, ("EEG")) regarding the Generation and Trading segment.

Any material adverse change in the aforementioned regulation may result in increased operational and administrative expenses and thus may adversely affect earnings for the EnBW Group, the EnBW Group's balance sheet and net debt.

This also applies to the application and interpretation of the aforementioned regulations. In addition, in the existing planning of the dismantling costs for nuclear power plants, it was assumed that the so-called"self-supply entitlement" can be used for the electricity supplied to the blocks during the post-operation and dismantling stages. Therefore, the costings for the consumption of electricity do not contain any EEG cost allocations. There is a risk that the self-supply entitlement cannot be applied, which will result in increased dismantling costs.

In addition to the above risks, there is currently an increased level of regulatory and political uncertainty due to the energy crisis, which could have an impact on the EnBW Group, with respect to the windfall profit levy on power generated with certain technologies in several European countries. In Germany, new legislation on electricity, gas and heat price brakes was introduced at the end of December 2022, which also includes the skimming of windfall profits for utilities. This applies to power generation from lignite, nuclear energy, waste, mineral oil and renewables. Storage facilities, natural gas, biomethane and other gases are excluded. Random revenues above a fixed ceiling are skimmed off at 90 percent. The remaining 10 percent is kept by the companies to provide incentives for efficient behavior on the market. The mechanism started on 1 December 2022, and will initially run until 30 June 2023, in line with the EU regulation, but can be extended. The German government, however, has stipulated that it may last until 30 April 2024 at the latest.

If any of the above risks materialises, this may have material adverse effects on EnBW's net assets and may lead to lower earnings.

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4. Risk Factors

On pages 5 and seq. of the Prospectus in the section "Risk Factors with regard to the Issuers - Risk factors relating to EnBW AG and EnBW Group", sub-section "Market Risks" the risk factor "Power and Fuel Price Risk" shall be replaced by the following:

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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 of electricity (including hard coal and gas) are also purchased in the wholesale market. EnBW 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.

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A significant deviation from EnBW Group's assumptions and projections, may have a significant effect on earnings, net assets and might lead to an increase in net debt of the EnBW Group. This might lead to a downgrade of EnBW's credit rating by the rating agencies. As a result of a rating downgrade or a deterioration in capital market conditions, liquidity requirements might increase due to increased refinancing costs.

At TransnetBW, high market prices for fuels and electricity and increased load flows have resulted in increasing expenses for redispatching and the grid reserve. This development has also been exacerbated by the Russia - Ukraine Conflict. Any increased expenses in 2022 or 2023 will be recovered again from 2025 or 2026, respectively, through regulation. At the same time, the higher expenses are being offset to some extent by revenue from congestion management. This could have a negative impact on EnBW's key performance indicator adjusted EBITDA in 2022 and 2023 and thus have an indirect impact on EnBW's key performance indicator debt repayment potential via the retained cash flow and on EnBW's key performance indicator value spread via the adjusted EBIT.

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5. Risk Factors

On page 6 of the Prospectus in the section "Risk Factors with regard to the Issuers - Risk factors relating to EnBW AG and EnBW Group", sub-section"Operational Risks" the risk factor "Credit risk in energy trading" shall be replaced by the following:

"

Credit risk in energy trading

There is a risk that trading partners will fail to fulfill their financial obligations or be unable to fulfill them on time. This could impact EnBW's key performance indicator adjusted EBITDA for 2023 and thus have an indirect impact on EnBW's key performance indicator debt repayment potential via the retained cash flow.

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6. Risk Factors

On page 6 of the Prospectus in the section "Risk Factors with regard to the Issuers - Risk factors relating to EnBW AG and EnBW Group", sub-section"Operational Risks" the risk factor "Availability of power plants" shall be replaced by the following:

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Availability of power plants

There is a general risk that exogenous and endogenous factors will have an influence on the availability of power plants. Depending on the duration of the interruption to the operation of the power plant and the prices on the energy trading market, this could have a negative impact on EnBW's operating result. Over the medium term, there is a material risk in this area. This may have an impact on EnBW's key performance indicator adjusted EBITDA and thus an indirect impact on EnBW's key performance indicator debt repayment potential via the retained cash flow.

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