EnBW Energie Baden Württemberg : Project TransFuture (TransnetBW) - Invitation Statement of Interest (Pre-Qualification Letter)

19 August 2022

Invitation to submit a Statement of Interest in relation to two separate 24.95% indirect minority stakes in TransnetBW GmbH

Dear Sir or Madam.

On behalf of EnBW Energie Baden-Württemberg AG ("EnBW", or the "Seller") we would like to invite you to submit a statement of interest ("Statement of Interest") for an indirect minority stake in TransnetBW GmbH ("TransnetBW"). EnBW intends to sell two separate 24.95% indirect minority stakes in TransnetBW via a limited partnership company in the form of a German GmbH & Co KG (the "Company") yet to be established.

TransnetBW is entering an energy transition driven phase of unprecedented growth and EnBW therefore intends to on-board one or two long-term financial partner(s) (the "Prospective Investor(s)") for two separate stakes of 24.95% each of the limited partnership shares in the Company (together the "Proposed Transaction"), in an open, transparent and non-discriminatory bidding process (the "Process").

Consequently, Prospective Investor(s) shall submit offers for one 24.95% stake, or also two 24.95% stakes.

For further information regarding TransnetBW's activities, please refer to the company profile available on the EnBW website in conjunction with this letter (the "Company Profile").

EnBW has appointed Morgan Stanley & Co. International plc ("Morgan Stanley") as its sole financial advisor to manage the Process. Prospective Investor(s) should direct all questions and correspondence in relation to the Process to Morgan Stanley.

The Process is designed as a structured bidding procedure, to which only qualified Prospective Investor(s), who can demonstrate that they meet the pre-qualification criteria as set out below ("Pre- Qualification Criteria") are admitted.

Pre-Qualification Criteria

1. Acting as a principal and not as an agent for another party;

1. General financial strength that makes it likely that the Prospective Investor(s) will be able to meet the selection criterion of financing certainty in the Process, in particular by securing the funds to finance the Proposed Transaction, e.g., the purchase price as well as required equity injections to finance the future growth of TransnetBW, as indicated in the Company Profile;

1

1. General ability to consummate the transaction in an expeditious way - in making such assessment, the Seller may take into account the Prospective Investor(s)' demonstrated track record in consummating transactions of a similar size and in a regulated context;

(IV) Ability to act as a shareholder of system critical German infrastructure, including as a shareholder of a German Independent Transmission Operator ("ITO") - in making such assessment, the Seller may take into account the Prospective Investor(s)' previous experience in the utilities sector, in general and regulated segments in particular;

1. Neither the Prospective Investor(s) nor any legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) and/ or any legal entities under direct or indirect sole control of the Prospective Investor(s) are operating in Germany as an electricity transmission system operator and neither the Prospective Investor(s) nor any legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) are operating in other Member States of the European Economic Area, Switzerland or the United Kingdom as an electricity transmission system operator;

(VI) Prospective Investor(s) and any legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) are headquartered in a full democracy or a flawed democracy according to The Economist Democracy Index 2021 ("Democracy Index");

(VII) Prospective Investor(s)' corporate conduct and compliance profile, which will be analysed based on the responses provided to the compliance questionnaire that is attached to this letter ("Compliance Questionnaire"). Positive answers to individual questions will not automatically lead to the exclusion of the Prospective Investor(s), but the Sellers will evaluate the answers and any additional information provided in relation to the Compliance Questionnaire and the Statement of Interest.

Prospective Investor(s) are requested to submit a statement of interest to demonstrate they meet the Pre-Qualification Criteria and to be invited to participate in the Process.

Statement of Interest

The Statement of Interest must be submitted in English language and must include the following information:

1. Name/company, location of headquarters, registered office and full business address, legal form, jurisdiction of incorporation and tax residence of investor, entity or entities that intend to enter into the Proposed Transaction;
2. List and, additionally, representation as a chart of all direct and indirect shareholders (including beneficial owners) who hold a (direct or indirect) share of the voting rights of at least 10% in the investor, stating for each party the name/company, location of headquarters,

2

registered office and full business address, and indicating each party's share of the equity stake and voting rights;

1. Declaration of the Prospective Investor(s) that no legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) is from Hybrid Regimes or Authoritarian Regimes within the meaning of the Democracy Index;
2. Confirmation by the Prospective Investor(s) that they are acting as a principal and not as an agent for another party; if you are acting on behalf of another party your Statement of Interest will not be considered;
3. Confirmation by the Prospective Investor(s) that they intend to pursue the Transaction as a single investor or as part of a broader consortium and if the latter, elaborate on their status and plans to form/join such consortium;
4. Overview of the main business activities of the Prospective Investor(s);
5. Overview and description of the Prospective Investor(s)' previous experience in the utilities sector and regulated segments globally, and in particular in Germany;
6. Declaration of the Prospective Investor(s) that neither they nor any legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) and/ or any legal entities under direct or indirect sole control of the Prospective Investor(s) are operating in Germany as an electricity transmission system operator and that neither the Prospective Investor(s) nor any legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) are operating in other Member States of the European Economic Area, Switzerland or the United Kingdom as an electricity transmission system operator;
7. Declaration of the Prospective Investor(s) that they accept TransnetBW's status as an ITO and can be in full compliance with the associated rules and regulations;
8. Overview and description of recent track record of M&A transactions of similar size and complexity;
9. Evidence of the financial strength to consummate the transaction and fund future equity injections as may be required to financially support the future growth of TransnetBW, such as an overview and description of the Prospective Investor(s)' available funds and access to funds;
10. Name, position, address and e-mail address of the responsible person that should be contacted in case of questions in relation to the Statement of Interest.

The Seller will review the Statement of Interest and reserve the right to restrict the number of parties invited to participate in the Process by assessing whether, in the Seller's reasonable opinion, the Prospective Investor(s) meet the Pre-Qualification Criteria.

3

Selection Criteria of the Subsequent Bidding Process

During the Process, the Seller's objective is to ultimately select the most commercially attractive offer(s) by taking into account the following criteria:

1. Value maximisation from the Seller's perspective (including price for the shares and envisaged investments into the business of TransnetBW to fund the future growth);
2. Transaction documentation and governance conformity;
3. Financing certainty; and
4. Transaction certainty.

Morgan Stanley has been retained by the Seller in relation to the Proposed Transaction. Your Statement of Interest must be submitted by email to the contact below no later than Tuesday, 6 September 2022, 12:00 noon (CEST).

In case Prospective Investor(s) are invited to further participate in the Process, they will be required to sign a confidentiality agreement ("Confidentiality Agreement"), following the execution of which Prospective Investor(s) will receive further information about the Company and on the envisaged Process.

For further information, please contact the email address stated below.

The Seller reserves the right to extend the deadline for the submission of the Statement of Interest and/ or to amend the Process and/ or to amend the scope of the Proposed Transaction and/ or to discontinue the Process.

Contact

Morgan Stanley & Co. International plc

[e-mail]

4

Compliance-Questionnaire

The following questions shall provide an overview regarding the compliance situation. Please note that any positive answer to any of the following questions will not necessarily lead to exclusion from the procedure, but will instead be evaluated by the Seller and the information provided will be used to review whether exclusion shall take place.

	Compliance question		Answer		Comments
				In case	of yes,
				please	provide
				further information
1	Is the Prospective Investor(s) or any	[yes/no]
	associated	company	("Associated
	Company"1) bankrupt or in liquidation, in
	compulsory receivership or in any other
	insolvency process or financial distress as
	specified in the law of the country where the
	Prospective Investor(s) is incorporated, or
	have proceedings been instigated against
	the Prospective Investor(s) for bankruptcy,
	liquidation,	compulsory	receivership,
	bankruptcy settlement or any other
	insolvency process as specified in national
	legal and regulatory provisions?
2	Will the Prospective Investor(s) or any	[yes/no]
	Associated Company, in connection with the
	financing or consummation of the Proposed
	Transaction, commit any violation of
	applicable German tax legislation?
3	During the last 5 years, has the Prospective	[yes/no]
	Investor(s) or any Associated Company
	been convicted in Germany of violation of
	any applicable tax legislation in any material
	respect?

1 Any legal entity which, directly or indirectly, has a controlling influence (either by ownership, agreement or otherwise) over the Prospective Investor(s) and/ or any legal entities under direct or indirect (at least joint) control of the Prospective Investor(s) which are considered material to the Prospective Investor(s) or the Prospective Investor(s) group (e.g., entities that conduct material business).

5