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Enbw Energie Baden-Württemberg AG Prospectus dated 14 March 2012 EnBW Energie Baden-Württemberg AG (Karlsruhe, Federal Republic of Germany) EUR [●] Subordinated Resettable Fixed Rate Notes due 2072 To be consolidated and form a single series with the EUR 750,000,000 Subordinated Resettable Fixed Rate Notes due 2072 issued 28 October 2011 ISIN initially XS0758304165, then XS0674277933, Common Code initially 075830416, then 067427793, WKN initially A1ML3C, then A1MBBB Issue Price: [●] per cent. EnBW Energie Baden-Württemberg AG, Durlacher Allee 93, 76131 Karlsruhe (the "Issuer" or "EnBW AG") will issue on 2 April 2012 (the "Issue Date") EUR [●] Subordinated Resettable Fixed Rate Notes due 2072 (the "New Notes") in the denomination of EUR 1,000 each. The New Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). The New Notes shall have the same terms as the outstanding EUR 750,000,000 Subordinated Resettable Fixed Rate Notes due 2072 issued on 28 October 2011 (the "Original Notes" and, together with the New Notes, the "Notes") and will be consolidated and form a single series with the Original Notes from the date on which the Temporary Global Note has been exchanged for the Permanent Global Note in accordance with § 1(2) of the terms and conditions of the New Notes. The New Notes will bear interest from and including 2 April 2012 to but excluding 2 April 2017 (the "First Call Date") at a rate of 7.375 per cent. per annum, payable annually in arrear on 2 April of each year, commencing on 2 April 2012. Thereafter, unless previously redeemed, the New Notes will bear interest from and including the First Call Date to but excluding 2 April 2022 (the "First Modified Reset Date") at a rate per annum equal to the 5-year Swap Rate for the relevant Reset Period (each as defined in § 3(2) of the terms and conditions of the New Notes (the "Terms and Conditions")) plus a margin of 540.1 basis points per annum (not including a step-up) (the "Margin"), payable in arrear on 2 April of each year, commencing on 2 April 2018. Thereafter, unless previously redeemed, the New Notes will bear interest from and including the First Modified Reset Date to but excluding 2 April 2037 (the "Second Modified Reset Date") at a rate per annum equal to the 5-year Swap Rate for the relevant Reset Period plus a margin of 565.1 basis points per annum (including a step-up of 25 basis points) (the "Modified Margin"), payable on 2 April of each year, commencing on 2 April 2023. Thereafter, unless previously redeemed, the New Notes will bear interest from and including the Second Modified Reset Date to but excluding 2 April 2072 (the "Maturity Date") at a rate per annum equal to the 5-year Swap Rate for the relevant Reset Period plus a margin of 640.1 basis points per annum (including a step-up of 75 basis points) (the "Second Modified Margin"), payable on 2 April of each year, commencing on 2 April 2038. The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 4(1) of the Terms and Conditions) (such payments the "Deferred Interest Payments"). The Issuer may pay such Deferred Interest Payments (in whole or in part) at any time upon due notice (as set out in § 4(2) of the Terms and Conditions) and it shall pay such Deferred Interest Payments (in whole, but not in part) under certain other circumstances (as set out in § 4(3) of the Terms and Conditions). Such Deferred Interest Payments will not bear interest themselves. Unless previously redeemed or repurchased, the New Notes will be redeemed at par on 2 April 2072. The New Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole or in part for a Permanent Global Note without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Issue Price, the aggregate principal amount of New Notes to be issued, the issue proceeds and the yield of the issue will be included in the Pricing Notice (as defined in the section "Offer, Sale and Subscription of the New Notes" below) which will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the New Notes. This prospectus relating to the New Notes (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus Directive"). This Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent authority under the Luxembourg law dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law"). By approving this Prospectus, CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer. The Issuer has requested CSSF to provide the competent authorities in Austria, Germany, the Netherlands and the United Kingdom, and may request CSSF to provide competent authorities in additional host Member States within the European Economic Area, with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law. Application has been made to the Luxembourg Stock Exchange for the New Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. Application has also been made to the Frankfurt Stock Exchange for the New Notes to be listed on the Frankfurt Stock Exchange and to be traded on the regulated market of the Frankfurt Stock Exchange. The Luxembourg Stock Exchange's regulated market and the regulated market of the Frankfurt Stock Exchange are regulated markets for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments. Joint Structuring Advisers / Joint Bookrunners / Joint Lead Managers Barclays Capital Deutsche Bank RESPONSIBILITY STATEMENT The Issuer with its registered office in Germany accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the importance of such information. The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its subsidiaries taken as a whole (the "Group" or "EnBW Group") and to the New Notes which is material in the context of the issue and offering of the New Notes, including all information which, according to the particular nature of the Issuer and of the New Notes is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the Group and of the rights attached to the New Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the Group and the New Notes are in every material particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Group or the New Notes the omission of which would, in the context of the issue and offering of the New Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. NOTICE No person is authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer or the Managers (as defined in the section "Offer, Sale and Subscription of the New Notes"). This Prospectus should be read in conjunction with any supplement hereto and the Pricing Notice, once available, and with any other documents incorporated herein by reference. This Prospectus contains certain forward-looking statements, including statements using the words "believes", "anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption "GENERAL INFORMATION ON THE ISSUER AND THE GROUP" and statements elsewhere in this Prospectus relating to, among other things, the future financial performance, plans and expectations regarding developments in the business of the Group. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause the actual results, including the financial position and profitability of the Group, to be materially different from or worse than those expressed or implied by these forward- looking statements. The Issuer does not assume any obligation to update such forward-looking statements and to adapt them to future events or developments. Each investor contemplating purchasing any New Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an offer of New Notes or an invitation by or on behalf of the Issuer or the Managers to purchase any New Notes.
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