EnBW Energie Baden Württemberg : Articles of Association (Dated 23 September 2020)

Articles of Association of

EnBW Energie Baden-Württemberg AG

(Dated 20 March 2018)

Only the German Version is legally binding.

I. General Provisions

Art. 1

Company and Registered Office

1. The name of the Company is

EnBW Energie Baden-Württemberg AG.

1. It has its registered office in Karlsruhe.

Art. 2

Purpose of the Company

1. The purpose of the Company is to supply energy and water and to dispose of waste, including all the respectively associated activities, as well as providing services in these areas of business. The Company may also operate in related sectors of the economy or purchase and manage participating investments, particularly in the sectors of information processing, communications technology, transport and real estate. The Company is entitled to conduct all business and to undertake activities and measures which pertain to the purpose of the Company or that are suitable to promote it, either directly or indirectly.
2. The Company may operate in the aforementioned businesses itself or through subsidiaries, participations and jointly-held companies. It may hive off of its business activities, either partly or in their entirety, and incorporate them into or assign them to associated companies and restrict itself to the management and administration of its associated companies. The Company may change the structure of companies in which it holds a participating interest and combine them under uniform management.
3. The company is authorised to establish branches in Germany and abroad, to found, acquire or invest in other companies, in particular in companies whose business purpose encompasses the areas of business sited in Para. 1, either partly or fully.

Art. 3

Duration of the Company

The duration of the Company is not limited to a certain time period.

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Art. 4

Announcements

Company announcements are published exclusively in the machine-readable Bundesanzeiger (German Federal Gazette).

II. Capital Stock and Shares

Art. 5

Amount and Breakdown of Capital Stock

The company's capital stock amounts to € 708,108,042.24 and is divided into 276,604,704 no-par value bearer shares.

Art. 6

Terms of Shares

Shareholders are not entitled to securitization of their shares or dividends unless such certification is required by the regulations of a stock exchange on which the shares of the Company are admitted to trading. The Company is entitled to issue share certificates evidencing individual shares or several shares (global share certificates).

III. Management Board

Art. 7

Management Board

1. The Management Board of the Company consists of several members. The Supervisory Board appoints the members of the Management Board and determines their number.
2. If a member of the Management Board is appointed Chairman of the Management Board, it will have the casting vote in the event of a tie on the Management Board.
3. The Company is legally represented by two members of the Management Board (acting jointly) or by one member of the Management Board acting jointly with an authorized signatory (Prokurist in the meaning of the German Commercial Code). The members of the Management Board are exempt from the prohibition of multi-representation (Art. 181 2nd Alternative of the German Civil Code).

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IV. Supervisory Board

Art. 8

Number of Supervisory Board Members, Term of Office, Composition

1. The Supervisory Board consists of 20 members.
2. When electing members of the Supervisory Board, in as far as the General Meeting does not decide on a shorter period for individual members, several members or all members, these members are elected for a period up to the end of the General Meeting, which decides on their discharge in the fourth financial year following their appointment. This does not include the financial year in which the term of office begins. The election of a successor for a member that withdraws from the Supervisory Board prior to the end of its term of office is effected for the remainder of the term of office of the member that has withdrawn.
3. No more than two former members of the Management Board of the Company may belong to the Supervisory Board. Moreover, the General Meeting may not elect any person to the Supervisory Board who exercises directorship or consultancy functions for important competitors of the Company or, if he or she also belongs to the Management Board of a publicly listed company, already performs three Supervisory Board mandates in publicly listed companies outside of the Group.
4. Any member of the Supervisory Board may resign from his office by submitting one month's written notice to the Chairman of the Supervisory Board or to the Management Board.

Art. 9

Formation of the Supervisory Board

1. A General Meeting at which all the Supervisory Board members to be elected by the General Meeting are new members is followed by a meeting of the Supervisory Board for which no separate invitation is necessary. At this meeting, the Supervisory Board is chaired by the eldest Supervisory Board member representing the shareholders and elects a Chairman and Deputy Chairman of the Supervisory Board. The terms of office of the Chairman and Deputy Chairman are the duration of their memberships of the Supervisory Board, in as far as no shorter period was decided on upon their election. If the Chairman or the Deputy Chairman of the Supervisory Board withdraws during their terms of office, the Supervisory Board must hold a by-election without delay.
2. The Deputy Chairman exercises the rights and fulfils the obligations of the Chairman of the Supervisory Board as stipulated by the law and these Articles of Association only in the event of the Chairman of the Supervisory Board being hindered.

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Art. 10

Duties and Rights of the Supervisory Board

1. The Supervisory Board monitors the management of business operations by the Management Board and gives advice to the members of the Management Board.
2. The Supervisory Board determines the types of transaction that require its approval.
3. If transactions requiring approval don't tolerate delay and if the Supervisory Board is unable to make an immediate decision, the Management Board may act independently as required by the rules of procedure of the Supervisory Board. Retroactive approval is to be obtained at the next meeting of the Supervisory Board, at which the reasons for the urgency of the decision and the way in which the matter was handled are to be notified.

Art. 11

Meetings of the Supervisory Board

1. Meetings of the Supervisory Board are convened by the Chairman of the Supervisory Board or, in absence of the Chairman and the Deputy Chairman, by the Management Board - as often as is necessitated by business matters or if the Supervisory Board or a member of the Management Board requires such a meeting.
2. The Supervisory Board is to be convened in text form by notifying members of the agenda for the meeting with notice of at least one week. In urgent cases, meetings may be convened in a different manner or at shorter notice.

Art. 12

Adoption of Resolutions by the Supervisory Board

1. The Chairman of the Supervisory chairs the meeting of the Supervisory Board and stipulates the order in which the matters at hand are dealt with as well as the mode of voting.
2. The Supervisory Board has a quorum if all members have been invited via their last-given address and if at least half the number of members of which it has to consist in total take part in the decision- making process.
3. If correct advance notification has not been given of an item on the agenda, a decision on the matter in question may only be made if no Supervisory Board member present at the meeting objects to this procedure. In such an event, Supervisory Board members who are not present must be given an opportunity to retroactively submit their written vote within an appropriate period to be specified by the Chairman; the decision will only take effect if no objection to the procedure is raised by any absent member within this period.
4. Resolutions of the Supervisory Board are adopted by a simple majority of the votes cast unless otherwise provided by law. Abstentions are not counted as cast votes. If there is equality of votes, the Chairman of the Supervisory Board decides if and when the vote will be repeated. If the Supervisory Board, with the majority of Supervisory Board members present, decides on a revote of the same matter, this is to be carried out in the next meeting, provided that the majority of Supervisory Board members request an immediate revote as per Art. 8 Para 1. If the votes are once again equal, the Chairman of the Supervisory Board may cast the statutory second vote. The deputy is not entitled to the secondary vote.

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