EnBW Energie Baden Württemberg : 2022 Debt Issuance Programme

This document constitutes two base prospectuses for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"): (i) the base prospectus of EnBW Energie Baden-Württemberg AG in respect of non-equity securities ("Non-Equity Securities") within the meaning of Article 2(c) of the Prospectus Regulation and (ii) the base prospectus of EnBW International Finance B.V. in respect of Non-Equity Securities (together, the "Debt Issuance Programme Prospectus" or the "Prospectus").

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 Debt Issuance Programme Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") 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 not be considered as an endorsement of the relevant Issuer or of the quality of the Notes that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.

Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the 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 oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law") 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 the Debt Issuance Programme Prospectus has been drawn up in accordance with the Prospectus Regulation (each a "Notification"). Each Issuer may request the CSSF to provide competent authorities in additional member states within the European Economic Area ("EAA") with a Notification. By approving this Prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the relevant Issuer pursuant to Article 6(4) of the Luxembourg Law.

The date of the Prospectus is 14 April 2022. The validity of the Prospectus will expire on 14 April 2023. Any obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.

Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Notes") to be issued under the € 10,000,000,000 debt issuance programme (the "Programme") up to the expiry of twelve months after the date of approval hereof to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Regulated Market of the Luxembourg Stock Exchange"), which is a regulated market for the purposes of Directive 2014/65/EU, as amended ("MiFID II"). Notes issued under the Programme may also be listed and traded on the Frankfurt Stock Exchange or other stock exchanges or may not be listed at all.

The payments of all amounts due in respect of Notes issued by EnBW International Finance B.V. will be unconditionally and irrevocably guaranteed by EnBW Energie Baden-Württemberg AG pursuant to the terms of the Guarantee set out in this Prospectus.

Arranger Deutsche Bank

Dealers

BBVA BayernLB Citigroup Deutsche BankBarclays BNP PARIBAS Commerzbank DZ BANK AG

Helaba

HSBC

ING Morgan Stanley NatWest Markets Société Générale Corporate & Investment Banking

Landesbank Baden-Württemberg

MUFG

SEB

UniCredit

RESPONSIBILITY STATEMENT

EnBW Energie Baden-Württemberg AG ("EnBW AG" or the "Guarantor", and together with its consolidated subsidiaries "EnBW" or the "EnBW Group") and EnBW International Finance B.V. ("EnBW Finance") (each, an "Issuer" and together, the "Issuers") are solely responsible for the information given in this Debt Issuance Programme Prospectus. Each Issuer hereby declares that to the best of its knowledge, the information contained in this Debt Issuance Programme Prospectus for which it is responsible, is in accordance with the facts and that this Debt Issuance Programme Prospectus makes no omission likely to affect its import.

By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the relevant Issuer pursuant to Article 6(4) of the Luxembourg Law. Investors should make their own assessment as to the suitability of investing in the Notes.

NOTICE

This Debt Issuance Programme Prospectus should be read and construed with any supplement thereto and with any other documents incorporated by reference, all in accordance with the Prospectus Regulation, and, in relation to any Series (as defined herein) of Notes, should be read and construed together with, the relevant Final Terms (as defined herein). For the avoidance of doubt, the information on any website referred to in this Debt Issuance Programme Prospectus, except for the information on the websitewww.bourse.lu in the context of the documents incorporated by reference, does not form part of this Debt Issuance Programme Prospectus and has not been scrutinised or approved by the CSSF.

Each Issuer and the Guarantor has confirmed to the dealers, set forth on the cover page (the "Dealers") that this Debt Issuance Programme Prospectus is true and accurate in all material respects and is not misleading; that any opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are no other facts with respect to each Issuer and the Guarantor, the omission of which would make this Debt Issuance Programme Prospectus as a whole or any statement therein or opinions or intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing.

Each Issuer will comply with its respective obligations under the Prospectus Regulation to prepare a supplement to this Debt Issuance Programme Prospectus or a new prospectus in the event that any significant new factor, material mistake or material inaccuracy relating to the information included in this Debt Issuance Programme Prospectus which is capable of affecting the assessment of the Notes, arises or is noted between the date of this Debt Issuance Programme Prospectus and the final closing of the public offer of any tranche of Notes or, as the case may be, when trading of any tranche of Notes on a regulated market begins, whichever occurs later.

No person has been authorised by any of the Issuers or the Guarantor to give any information or to make any representation not contained in or not consistent with this Debt Issuance Programme Prospectus or any other document entered into in relation to the Programme or any information supplied by any Issuer or the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any individual Dealer.

No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Debt Issuance Programme Prospectus or any responsibility for any acts or omissions of any of the Issuers or any other person in connection with the Debt Issuance Programme Prospectus or the issue and offering of Notes.

This Prospectus is valid for twelve months following its date of approval and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Debt Issuance Programme Prospectus nor the Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Debt Issuance Programme Prospectus is true subsequent to the date upon which this Debt Issuance Programme Prospectus has been published or most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuers since the date hereof or, as the case may be, the date upon which this Debt Issuance Programme Prospectus has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are deemed to be

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incorporated by reference into this Debt Issuance Programme Prospectus or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

This document may only be communicated or caused to be communicated in circumstances in which § 21(1) of the Financial Services and Markets Act 2000 as amended ("FSMA") does not apply.

The Notes and the Guarantee have not been and will not be registered under the U. S. Securities Act of 1933, as amended (the "Securities Act"), and the Notes will include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons, see "General Information - Selling Restrictions".

The distribution of this Debt Issuance Programme Prospectus and the respective Final Terms as well as the offering, sale, and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Debt Issuance Programme Prospectus or any Final Terms comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Debt Issuance Programme Prospectus or any Final Terms and other offering material relating to the Notes, see "General Information - Selling Restrictions".

This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar as and for the period so specified in the Final Terms for the relevant Tranche of Notes.

Neither this Debt Issuance Programme Prospectus nor the Final Terms constitute an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, or any Dealer that any recipient of this Debt Issuance Programme Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Debt Issuance Programme Prospectus or the Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the Guarantor.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET

The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into consideration the target market assessment; however, a Distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET

The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any Distributor should take into consideration the 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 target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.

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PRIIPS REGULATION / EEA RETAIL INVESTORS

If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA 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 European Economic Area ("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 2016/97/EU 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; or (iii) not a qualified investor as defined in the Prospectus Regulation. Where such a Prohibition of Sales to EEA Retail Investors is included in the Final Terms, 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 such Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

UK PRIIPS REGULATION / UK RETAIL INVESTORS

If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to 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 United Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (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; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms, 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 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.

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT

(CHAPTER 289) OF SINGAPORE (THE "SFA")

Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S

REGISTRATION

Interest amounts payable under floating rate Notes issued under the Programme are calculated by reference to EURIBOR which is provided by the European Money Markets Institute ("EMMI"). As at the date of this Prospectus, EMMI 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.

STABILISATION

In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named as stabilisation manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilisation manager) may over-allot Notes or effect transactions with a view to supporting the 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 relevant Tranche of 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 relevant Tranche of Notes and 60 days

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after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant stabilisation manager(s) (or person(s) acting on behalf of any stabilisation manager(s)) in accordance with all applicable laws and rules.

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 EnBW 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 each of the Issuers and/or the Guarantor makes to the best of their respective present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results, including the EnBW 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. EnBW 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 following sections of this Prospectus: "Risk Factors" and "General Information about EnBW Energie Baden-Württemberg AG" and "General Information about EnBW International Finance B.V.". These sections include more detailed descriptions of factors that might have an impact on EnBW 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 Issuers, the Guarantor nor the Dealers 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.

Any descriptions or references to business figures or developments refer to the fiscal years 2020 and 2021, unless specified otherwise. References to "we" or "our" should be read as references to the EnBW Group. For the avoidance of doubt, the content of websites this Prospectus refers to in hyperlinks does not form part of the Prospectus.

In this Prospectus all references to "€", "EUR", "Euro", "euro" and "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, and all references to "U.S. dollars" and "US $" are to the lawful currency of the United States of America.

ESG RATINGS

EnBW AG'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 EPRA, S&P Global, CDP, Sustainalytics, MSCI and ISS-oekom, among others, through Environmental, Social and Governance ratings ("ESG Ratings"). Please refer to the section "Sustainability ratings" on page 175 for further information.

ESG Ratings may vary amongst ESG Ratings agencies as the methodologies used to determine ESG Ratings may differ.

EnBW AG'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 Issuers, the Guarantor, the Dealers 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

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