Enbw Energie Baden-Württemberg AG Enbw International Finance B.V
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This document constitutes two base prospectuses for the purpose of article 5.4 of the Directive 2003/71/EC (the "Prospectus Directive"): (i) the base prospectus of EnBW Energie Baden-Württemberg AG in respect of non-equity securities within the meaning of Art. 22 para 6 no. 4 of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 ("Non-Equity Securities") and (ii) the base prospectus of EnBW International Finance B.V. in respect of Non-Equity Securities (together, the "Debt Issuance Programme 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. (Rotterdam, The Netherlands) as Issuer Euro 7,000,000,000 Debt Issuance Programme The Debt Issuance Programme Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") which is the Luxembourg competent authority for the purposes of the approval of the Debt Issuance Programme Prospectus under the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005 (the "Luxembourg Prospectus Law") transposing under Luxembourg law the Prospectus Directive. Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Notes") to be issued under the Euro 7,000,000,000 debt issuance programme (the "Programme") up to the expiry of 12 months after the date of publication 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 the regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments (the "MiFID"). Notes issued under the Programme may also be listed and traded on an alternative stock exchange 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. Arranger Deutsche Bank Dealers Barclays Capital BNP PARIBAS Commerzbank Deutsche Bank J.P. Morgan Landesbank Baden-Württemberg Société Générale Corporate & Investment The Royal Bank of Scotland Banking This Debt Issuance Programme Prospectus replaces the Debt Issuance Programme Prospectus dated 27 April 2009. 23 April 2010 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, having taken all reasonable care to ensure that such is the case, the information contained in this Debt Issuance Programme Prospectus for which it is responsible, is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. This Debt Issuance Programme Prospectus should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference 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). NOTICE 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 Directive 2003/71/EC of 4 November 2003 and article 13 of the Luxembourg Prospectus Law 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 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 after the date of this Debt Issuance Programme Prospectus. No person has been authorized 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 authorized 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. Neither the delivery of this Debt Issuance Programme Prospectus 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 incorporated into this Debt Issuance Programme Prospectus by reference 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. - 2 - This document may only be communicated or caused to be communicated in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply. The Notes have not been and will not be registered under the U. S. Securities Act of 1933, as amended (the "Securities Act"), and 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". Neither this Debt Issuance Programme Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. 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. This Debt Issuance Programme Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Debt Issuance Programme Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a