EnBW Energie Baden-Württemberg AG: EnBW to implement a capital increase through the use of authorized capital

Karlsruhe (pta019/26.06.2025/11:27 UTC+2)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS DOCUMENT IS UNLAWFUL.

The Board of Management of EnBW Energie Baden-Württemberg AG ("EnBW" or the "Company") today resolved, with the approval of the Supervisory Board, to implement the recently proposed capital increase.

The share capital is to be increased by an amount of up to €138.677.772,80, to up to €846.785.815,04, by issuing up to 54.171.005 new, no-par value bearer shares (Stückaktien), utilizing the authorized capital created by the Annual General Meeting on May 8, 2025. The new shares will carry full dividend rights from January 1, 2025 (inclusive).

The new shares will be offered exclusively to the shareholders of EnBW by way of so-called "indirect" subscription rights. A banking syndicate consisting of Citigroup Global Markets Europe AG and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, will take over the new shares with the obligation to offer them to EnBW shareholders for subscription. For the duration of the subscription period (expected to run from June 30, 2025 until July 14, 2025), shareholders will be able to subscribe to the new shares at a ratio of 5:1 at a subscription price of €58,00 per new share. Shareholders will thus be able to purchase one new share for every five EnBW shares held. Any subscription right not exercised by the end of the subscription period will expire and become worthless.

The main shareholders of EnBW, NECKARPRI Beteiligungsgesellschaft mbH and OEW Energie-Beteiligungs GmbH, which each hold around 46.75% of the Company's share capital, have both undertaken to exercise their subscription rights in full, up to a total payable amount of €1.5 billion each. On the basis of the undertakings to exercise the subscription rights, the Company expects gross proceeds of up to €3.1 billion from the share issue. The Company intends to use the proceeds from the issue to strengthen its credit standing and equity and thus provide the financial flexibility and liquidity for additional investment.

The offer document (in German) published in connection with the capital increase is now available on the EnBW website at (https://www.enbw.com/investoren/aktie/kapitalerhoehung-2025/). Neither EnBW nor the members of the banking syndicate will arrange for the issued subscription rights to be traded on a stock exchange. The subscription offer, together with additional information, is expected to be published in the German Federal Gazette (Bundesanzeiger) by June 27, 2025.

The plan is to apply for the new shares to be admitted for trading on the regulated market in Frankfurt (General Standard market segment) and in Stuttgart. The shares are expected to be included in the existing listing by July 18, 2025.

IMPORTANT NOTES AND DISCLAIMER

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction, in particular in the United States of America, Canada, Japan, Australia, or South Africa. An investment decision should be made taking into account the information document prepared by the Company in accordance with Article 1 (4) subparagraph 1 lit. db) of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), and in accordance with the requirements set out in Annex IX of the Prospectus Regulation, which is published at (https://www.enbw.com/investoren/aktie/kapitalerhoehung-2025/) and filed with the German Federal Financial Supervisory Authority ("BaFin"). BaFin, as the competent national authority, has neither reviewed nor approved this document. Potential investors should read such information document before making an investment decision in order to fully understand the potential risks and opportunities of investing in the securities.

This announcement is not intended, directly or indirectly, for distribution or dissemination in the United States of America or within the United States of America (including its territories and possessions of a state or the District of Columbia) or to publications with a general distribution in the United States of America. The securities are not and will not be registered under the provisions of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be sold or offered for sale in the United States of America absent prior registration under the provisions of the Securities Act, as currently amended, or without prior registration or pursuant to an exemption from registration. The Company does not intend to register the securities in whole or in part in the United States of America or to make a public offering in the United States of America.

This announcement is intended outside Germany only for persons in member states of the EEA and is intended exclusively for persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("qualified investors"). Furthermore, this announcement is distributed in the United Kingdom only to those qualified investors and is intended only for those qualified investors who (i) have professional experience in investment matters within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Regulation", (ii) are high-net worth companies within the meaning of Article 49(2)(a) to (d) of the Regulation, or (iii) are other persons to whom this announcement may be lawfully distributed.

This announcement is issued by the Company on its own responsibility.

This announcement does not constitute a recommendation regarding an investor's decision or options in connection with the proposed capital increase.

Citigroup Global Markets Europe AG and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (the "Banks") are acting exclusively for the Company and for no other person in connection with the offer. The Banks will not consider any persons other than their respective clients in connection with the offer and any other matters described in this announcement and are solely responsible to the Company for providing the protection offered to their respective clients or for providing advice in connection with the offer, the content of this announcement or the legal transactions, agreements or other matters described in this announcement.

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Emitter:	EnBW Energie Baden-Württemberg AG Durlacher Allee 93 76131 Karlsruhe Germany
Contact Person:	Marcel Münch
Phone:	+49 721 63-16102
E-Mail:	ma.muench@enbw.com
Website:	www.enbw.com
ISIN(s):	DE0005220008 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt, Stuttgart; Free Market in Berlin, Dusseldorf, Munich, Tradegate