Obbligazione EWE AG 0.375% ( DE000A3H2TW4 ) in EUR

Emittente EWE AG
Prezzo di mercato 100 EUR  ▲ 
Paese  Germania
Codice isin  DE000A3H2TW4 ( in EUR )
Tasso d'interesse 0.375% per anno ( pagato 1 volta l'anno)
Scadenza 22/10/2032 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione EWE AG DE000A3H2TW4 in EUR 0.375%, scaduta


Importo minimo 1 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata EWE AG è una società energetica tedesca che opera nei settori della fornitura di energia elettrica, gas naturale e telecomunicazioni.

The Obbligazione issued by EWE AG ( Germany ) , in EUR, with the ISIN code DE000A3H2TW4, pays a coupon of 0.375% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 22/10/2032







Debt Issuance Programme Prospectus
21 July 2020
This document constitutes a base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and the Council of 14 June 2017, as amended (the "Prospectus Regulation"), of EWE
Aktiengesellschaft in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation
(the "Prospectus").

EWE Aktiengesellschaft
(Oldenburg, Federal Republic of Germany)
2,000,000,000
Debt Issuance Programme
(the "Programme")
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand
Duchy of Luxembourg in its capacity as competent authority for purposes of the Prospectus Regulation.
The CSSF has only approved this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of
EWE Aktiengesellschaft (the "Issuer" or "EWE AG", and together with its subsidiaries and affiliates, "EWE Group"
or "EWE") or the quality of any Notes that are the subject of this Prospectus. Neither does the CSSF give any undertaking
as to the economic and financial soundness of the operation or the quality or solvency of the Issuer pursuant to Article
6(4) of the Luxembourg prospectus law (Loi relative aux prospectus pour valeurs mobilières) by approving this
Prospectus. Prospective investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the Programme (the
"Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated Market
"Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated market (the "Regulated
Market") for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on
markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU as amended ("MiFID
II"). Notes issued under the Programme may also be listed on further or other stock exchanges or may not be listed at
all.
EWE Aktiengesellschaft has requested the CSSF to provide the competent authorities in the Federal Republic of
Germany ("Germany") and The Netherlands with a certificate of approval attesting that this Prospectus has been drawn
up in accordance with the Prospectus Regulation ("Notification"). EWE Aktiengesellschaft may request the CSSF to
provide competent authorities in additional Member States within the European Economic Area and the UK with a
Notification.
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu)
as well as on the website of EWE Aktiengesellschaft (www.ewe.com). It is valid until its expiration on 21 July 2021 and
this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of
issue. There is no obligation to supplement this Prospectus in the event of significant new factors, material mistakes or
material inaccuracies when this Prospectus is no longer valid.

Arranger
Commerzbank
Dealer
Commerzbank


RESPONSIBILITY STATEMENT
The Issuer with its registered office in Oldenburg, Germany, is solely responsible for the information given in this
Prospectus.
The Issuer hereby declares that, to the best of its knowledge, the information contained in this Prospectus is in accordance
with the facts and makes no omission likely to affect its import.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents
incorporated herein by reference and, in relation to any tranche of Notes (each a "Tranche"), together with the relevant
final terms (the "Final Terms"). For the avoidance of doubt, the information on any websites this Prospectus refers to
in hyperlinks does not form part of this Prospectus unless specified otherwise in the section "INCORPORATION BY
REFERENCE" and has not been approved by the CSSF.
The Issuer has confirmed to the dealer set forth in the section "Names and Addresses" below and and will confirm to
any additional dealer appointed from time to time under the Programme (each a "Dealer" and together the "Dealers")
that this Prospectus contains the information which, in accordance with the nature of the Issuer and of the Notes offered
to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses, and prospects of the Issuer, and of the rights
attaching to the Notes; that the information contained herein with respect to the Issuer and the Notes is accurate in all
material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based
on reasonable assumptions; that there are no other facts, the omission of which, in the context of the issue and offering
of the Notes, would make any statement, whether fact or opinion, in this Prospectus misleading in any material respect;
and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements
contained herein.
NOTICE
No person has been authorised to give any information or make any representation which is not contained in or not
consistent with this Prospectus or any other document entered into in relation to the Programme or any information
supplied by the Issuer or such other information as in the public domain and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Dealers or any of them.
FORWARD-LOOKING STATEMENTS
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 ABOUT THE ISSUER" 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
Issuer. 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 Issuer, 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.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is
responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms or any other
document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information
contained in any of these documents.
To the extent not otherwise indicated, the information in this Prospectus on competition in the markets in which the
Issuer operates is taken from publicly available sources. The information from third-party sources that is cited here has
been reproduced accurately. As far as the Issuer is aware and is able to ascertain from information published by such
third-party, no facts have been omitted which would render the reproduced information published inaccurate or
misleading.
The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as
an implication that the information contained in such documents is accurate and complete subsequent to their respective
dates of issue or that there has been no adverse change in the financial situation of the Issuer since such date or that any
other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
- 1 -



The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in
the United States of America, the European Economic Area and the United Kingdom, see "Selling Restrictions".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act") and are subject to tax law requirements of the United States of America; subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States of America or to U.S. persons.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar as and
for the period so specified in the Final Terms for the relevant Tranche.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make
such an offer or solicitation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes may include
a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "Distributor") should take into consideration the target market assessment; however, a
Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for
any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
PRIIPs / IMPORTANT ­ EEA AND UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes include
a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2016/97/EU as amended (the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
BENCHMARK REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION ­
Interest amounts payable under floating rate Notes issued under the Programme are calculated by reference to (i) the
Euro Interbank Offered Rate ("EURIBOR") which is provided by the European Money Markets Institute ("EMMI"),
or (ii) the London Interbank Offered Rate ("LIBOR") which is provided by the ICE Benchmark Administration ("IBA").
As at the date of this Prospectus, EMMI and IBA appear on the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark
Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF
ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY, TO THE EXTENT
PERMITTED BY APPLICABLE LAWS AND REGULATIONS, OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY
NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE
OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF
NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
- 2 -



RELEVANT STABILISING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISING
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
In this Prospectus all references to "", "EUR" or "euro" are to the currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May
1998 on the introduction of the euro, as amended.
The legally binding language of this Prospectus is the English language; except for the Terms and Conditions of specific
Tranches of Notes, where the legally binding language will be specified in the applicable Final Terms.
The Issuer has undertaken, in connection with the listing of the Notes on the official list of the Luxembourg Stock
Exchange and admission to trading on the regulated market of the Luxembourg Stock Exchange, that if, while Notes of
an Issuer are outstanding and listed on the official list of the Luxembourg Stock Exchange and are admitted to trading
on the regulated market of the Luxembourg Stock Exchange, there shall occur any adverse change in the business or
financial position of the Issuer or any change in the information set out under "Terms and Conditions of the Notes", that
is material in the context of issuance under the Programme which is not reflected in this Prospectus (or any of the
documents incorporated by reference in this Prospectus) the Issuer will prepare or procure the preparation of a
supplement to this Prospectus or, as the case may be, publish a new prospectus for use in connection with any subsequent
issue by such Issuer of Notes to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading
on the regulated market of the Luxembourg Stock Exchange.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated such rating will be specified in the relevant
Final Terms. A rating is not a recommendation to buy, sell or hold Notes and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.

- 3 -



TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................................. 5
RISK FACTORS ............................................................................................................................................................ 6
CONSENT TO USE THE PROSPECTUS ................................................................................................................. 15
ISSUE PROCEDURES ................................................................................................................................................ 16
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 18
FORM OF FINAL TERMS ......................................................................................................................................... 83
GENERAL INFORMATION ABOUT THE ISSUER ............................................................................................ 105
TAXATION ................................................................................................................................................................. 123
SUBSCRIPTION AND SALE ................................................................................................................................... 126
GENERAL INFORMATION .................................................................................................................................... 130
INCORPORATION BY REFERENCE .................................................................................................................... 132
NAMES AND ADDRESSES ...................................................................................................................................... 134
- 4 -



GENERAL DESCRIPTION OF THE PROGRAMME
Under this 2,000,000,000 Debt Issuance Programme, the Issuer may from time to time issue Notes to one or more of
the Dealers (as defined herein). The Issuer may increase the amount of the Programme in accordance with the terms of
the Dealer Agreement from time to time. The maximum aggregate principal amount of all Notes at any time outstanding
under the Programme will not exceed 2,000,000,000 (or nearly equivalent in another currency).
Notes will be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are identical in
all respects, but which may have different issue dates, interest commencement dates, issue prices and dates for first
interest payments may form a series ("Series") of Notes. Further Notes may be issued as part of existing Series. The
specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms of Notes listed on the
official list of the Luxembourg Stock Exchange will be displayed on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer(s) and
as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro, EUR
1,000 and if in any currency other than euro, in an amount in such other currency nearly equivalent to EUR 1,000 at the
time of the issue of the Notes. [The minimum denomination of the Notes may be smaller than EUR 1,000 if the Notes
are not listed or are listed on an unregulated market and may not be part of any offer to the public.] Notes will be issued
with a maturity of twelve months or more. The Notes will be freely transferable.
- 5 -



RISK FACTORS
Before deciding to purchase the Notes issued under the Programme, investors should carefully review and consider the
following risk factors and the other information contained in this Prospectus. Should one or more of the risks described
below materialise, this may have a material adverse effect on the business, prospects, shareholders' equity, net assets,
financial position and results of operations (Vermögens-, Finanz- und Ertragslage) or general affairs of EWE. Moreover,
if any of these risks occur, the market value of the Notes issued under the Programme and the likelihood that the Issuer
will be in a position to fulfil its payment obligations under Notes issued under the Programme may decrease, in which
case the holders of the Notes could lose all or part of their investments. Factors which the Issuer believes may be material
for the purpose of assessing the market risks associated with the Notes issued under the Programme are also described
below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued
under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with
Notes issued under the Programme for other unknown reasons than those described below. Additional risks of which the
Issuer is not presently aware could also affect the business operations of EWE and could also have a material adverse
effect on its business activities, financial condition and results of operations. Prospective investors should read the
detailed information set out elsewhere in this Prospectus (including any documents incorporated by reference herein)
and reach their own views prior to making any investment decision.
The following risk factors are organized in categories depending on their respective nature. In each category the most
material risk factors, based on the probability of their occurrence and the expected magnitude of their negative impact,
are mentioned first.
Words and expressions defined in the Terms and Conditions of the Notes below shall have the same meanings in this
section.
Each prospective investor in Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each prospective investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation and the investment(s) it is considering, an investment in the Notes and the impact the Notes
will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes,
including where principal or interest is payable in one or more currencies, or where the currency for principal
or interest payments is different from the prospective investor's currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Risk factors regarding EWE
The following is a description of the risk factors, which may affect the ability of the Issuer to fulfil its obligations under
the Notes issued under the Programme.
1. Market Risks
Volume Risk
In the energy business with end consumers, EWE faces the risk that actual sales could deviate from forecast sales in
terms of quantity or structure. For example, gas consumption in particular is highly dependent on weather conditions.
This results in quantity risks to both sales and network operations. In addition, the quantities of power and gas sold are
secured via short term, medium term and long term procurement strategies. The above factors may adversely affect
EWE's business, prospects, shareholders' equity, net assets, financial position and results of operations.
- 6 -



The performance of the EWE's offshore wind parks is heavily dependent on wind conditions. Wind energy yield forecasts
are prepared on the basis of current appraisals. There is a risk that reduced wind conditions will result in deviations from
the actual wind energy yield. The above factors may adversely affect EWE's business, prospects, shareholders' equity,
net assets, financial position and results of operations.
Market Price Risk
EWE faces volatility in national and international energy procurement and sales markets, resulting in constantly high
market price and margin risks, primarily in the areas of sales. Unscheduled changes to cost elements outside of the
EWE's control could also have a negative effect on margins, both in sales as well as in network operations. The above
factors may adversely affect EWE's business, prospects, shareholders' equity, net assets, financial position and results of
operations.
2. Financial and Treasury Risks
Credit Risk
Credit or default risk describes the threat of economic loss if a business or trading partner is not able to meet its
contractual obligations including obligations originating from leasing transactions. The maximum default risk is the
carrying amount of the financial assets recognised in the consolidated statement of financial position. Trading
transactions bear the risk that the counterparty and trading partner is insolvent or unable to deliver. The risk can
materialise if the trading partner defaults (e. g. in the case of bankruptcy) and can consist of:
·
Loss of receivables for physical merchandise and financial transactions;
·
Repurchase risk for purchase contracts if prices have since risen;
·
Non-acceptance risk for sales contracts if prices have since dropped.
EWE is exposed to risks in connection with the default of suppliers, customers, counterparties in the wholesale markets
and/or business associates, specifically in the case of them becoming insolvent. In connection with the investment of
cash and cash equivalents, the EWE Group is exposed to third parties with its invested positions. The above factors may
adversely affect EWE's business, prospects, shareholders' equity, net assets, financial position and results of operations.
Liquidity Risk
Macroeconomic factors such as an economic downturn could have a material adverse effect on EWE's future liquidity.
Liquidity is generated by EWE's strong operating cash flows, of which a large part is recurring, and by credit facilities
available to EWE. However, adverse macroeconomic factors could increase the default risk associated with EWE
Group's total liquidity. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net
assets, financial position and results of operations.
To finance its operations EWE depends to a significant degree on the ability to raise capital on the capital markets or
from financial institutions. The conditions for the provision of capital from third parties vary with the creditworthiness
of EWE. Therefore, the potential downgrade of EWE's external rating from its current investment grade poses a risk of
EWE. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets, financial
position and results of operations.
Valuation Risk
In general, the EWE Group is exposed to risks from changes in value that can inherently result from increasing capital
market interest rates and fluctuating exchange rates as well as the business prospects of individual companies becoming
permanently worse. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets,
financial position and results of operations.
Use of Financial Instruments Risk
Financial instruments are regularly used to implement hedging strategies. Within the EWE Group, derivative financial
instruments are predominantly used to hedge market price risks from the physical power and gas business. In addition,
the Board of Management of EWE AG allowed the EWE's trading company to take positions based on market
expectations within strict limits in order to optimize the portfolio. In addition, the use of derivative financial instruments
is associated with counterparty risks (for more information, see Credit Risks).
- 7 -



To hedge energy trading and finance related price risks, the EWE utilizes power futures, gas futures, coal swaps, oil
swaps, EUA and CER (European Union Allowances and Certified Emissions Reductions) futures contracts, and currency
and interest rate hedges.
Negative changes in the market value of the derivative financial instruments could have a negative impact on earnings
as of the valuation date if hedge accounting cannot be applied; however, this does not normally represent a risk to profit
or loss. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets, financial
position and results of operations.
3. Operational Risks
Technological Risk
Operational risks to EWE result both from the operation of technologically complex systems at all stages of the value
creation chain as well as due to unscheduled interruptions to scheduled process workflows. For the operation of plant
and machinery, it is necessary that various machines and components function accurately to ensure proper operation. It
cannot be ruled out that defects in these machines and components, some of which are installed numerously, occur and
lead to the fact that the operation of plants is not possible or only to a limited extent. This could lead to loss in revenue
and profit and furthermore, there may be additional costs associated with the repair and replacement of defect machines
and components, which would not or only in part be reimbursed by the responsible manufacturer. The above factors may
adversely affect EWE's business, prospects, shareholders' equity, net assets, financial position and results of operations.
IT-Risk
Due to the increasing digitalization of the EWE Group's business processes, EWE Group relies on secure, reliable and
robust information processing. From a business and legal perspective, information security requirements are gaining
significance for EWE. The primary aim of the information security function is to ensure business information is
appropriately protected, security incidents are avoided and employees have a high level of security awareness. The
breach of any of these aims poses a risk to EWE and may adversely affect EWE's business, prospects, shareholders'
equity, net assets, financial position and results of operations.
HR Risk
A key success factor in EWE's operating and strategic corporate development is EWE's personnel. In this respect, EWE
is exposed to the risk of not having a sufficient number of employees with the necessary qualifications or skills depending
on endogenous and exogenous factors, such as employer attractiveness and demographic changes. When recruiting in
the relevant target groups, for example, this risk is primarily caused by competition on the labour market from other
companies and stricter conditions for the energy industry. The above factors may adversely affect EWE's business,
prospects, shareholders' equity, net assets, financial position and results of operations.
4. Legal, Regulatory and Compliance Risks
Compliance Risk
EWE receives public funding for various research and innovation activities as well as for the development of fiber
network infrastructure. The funding is directly linked to correct use and booking of the funding. To ensure this, the
funding bodies can carry out audits up to five years after submission of the proof of use. If incorrect use is found, the
funding body can reclaim the funding. The above factors may adversely affect EWE's business, prospects, shareholders'
equity, net assets, financial position and results of operations.
EWE is subject to the German public procurement law if it concludes contracts in its capacity as public principal and if
no exemptions apply (sections 98 et seqq. of the German Act Against Restraints of Competition ­ Gesetz gegen
Wettbewerbsbeschränkungen, "GWB").
If a public principal does not comply with the rules of the GWB, competitors are allowed to (i) initiate proceedings to
achieve a revision of the conclusion of the contract or (ii) claim damages before civil courts. EWE may become subject
to such proceedings if EWE does not fully comply with German public procurement law. Furthermore, pursuant to the
GWB, contracts are void if they have been concluded under violation of the obligation to publicly advertise for bids if
this violation is asserted within a period of six months after conclusion of the contract. EWE believes that the probability
of proceedings or claims for the voidness of agreements is low. However, it cannot be excluded that such proceedings
are opened in certain singular cases. Such proceedings may lead to substantial economic disadvantages, in particular if
competitors successfully claim damages or EWE is required to obey an unfavourable result of a revision of conclusions
- 8 -



of contracts. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets, financial
position and results of operations.
In addition, EWE is exposed to an increasing number of other compliance risks. These risks result from increased activity
on the part of national and EU legislators and authorities, e.g compliance risks resulting from potential violations of anti-
trust legislation. The realisation of one or more of these compliance risks could have adverse effects on the reputation,
business, prospects, shareholders' equity, net assets, financial position and results of operations.
Regulatory Risk
Within the scope of its business activities in Germany and other countries in which it is active, the EWE Group is faced
with numerous legal risks that result from both general legal provisions as well as special, industry specific legal,
regulatory and miscellaneous requirements. Significant and sometimes unexpected changes in this context may have a
negative impact on future prospects of EWE's business or part of it. Additional risks may arise out of new acts by the
Federal Network Agency (Bundesnetzagentur) or further amendments to the Renewable Energy Act ("EEG"). Due to
the adjustments of the provisions of the EEG EWE may receive less compensation for marketing renewable energy. The
increasing market integration of renewable energies may lead to further adjustments in the EEG. In addition, adjustments
in the provisions of CO2-pricing mechanisms or emission trading schemes may result in higher costs for the conventional
production of energy. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets,
financial position and results of operations.
Legal Risk
Likewise, EWE can be exposed to risks resulting from legal disputes or governmental or official procedures. To cover
significant legal risks, EWE has taken out a liability insurance policy. However, EWE's insurance does not protect
against any damage to EWE's reputation. Additionally, through legal disputes EWE can suffer losses beyond the amount
covered by the insurance, not covered by the insurance or in excess of any provisions EWE has formed for losses from
legal disputes. The above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets,
financial position and results of operations.
5. Strategic Risks
Market Structure Risk
Changes to the market environment in the energy sector as well as adjustments to underlying legal, political and social
conditions continue to pose a key risk to EWE's long term business development in terms of key financial targets in the
EWE Group's individual segments.
This relates in particular to the systemic configuration of the European energy sector that is about to undergo significant
change due to EU initiatives. The above factors may adversely affect EWE's business, prospects, shareholders' equity,
net assets, financial position and results of operations.
There is also a risk of losing existing concessions and therefore also parts of the grid. In general, concession agreements
for power and gas have a maximum term of 20 years and are subsequently reawarded in a competitive procedure. In this
procedure, EWE competes against other providers for the power and gas concession for a municipality. Sometimes,
efforts are made to deprivatize the concessions to gain greater influence over the energy networks. Since 2013, EWE
has given the towns and municipalities in EWE's area of operation the opportunity to invest in EWE NETZ. Since a
concession is the precondition for operating a power and gas network, its loss would make the affected network
infrastructure of EWE inoperable and lead to a corresponding loss of revenue and profit. The above factors may adversely
affect EWE's business, prospects, shareholders' equity, net assets, financial position and results of operations.
Consumer Behavior Risk
The vision of the future European energy system propels the self sufficiency ambitions that are already increasing in
light of the guiding principles of the German energy transition. While to date, these have been mostly aimed at balanced
power self sufficiency this trend could continue toward full self sufficiency. Similar to power, self sufficiency ambitions
can also be observed in relation to gas, in particular against the backdrop of the electrification of the heating sector, for
example through heat pumps. Lower grid usage could have negative effects on the cost efficiency of networks. The
above factors may adversely affect EWE's business, prospects, shareholders' equity, net assets, financial position and
results of operations.
- 9 -



Document Outline