Articles of Association (pdf 171 KB) - EnBW

Art. 4
Announcements
Company announcements are published exclusively in the machine-readable Bundesanzeiger (German
Federal Gazette).
II. Share Capital and Shares
Art. 5
Volume and Distribution of the Share Capital
1. The share capital of the Company totals € 640,015,872.00 and is divided into 250,006,200 no-par value
shares.
2. Subject to the approval of the Supervisory Board, the Management Board is authorised to increase the
share capital of the Company by up to € 64,001,587.00 through the issuance of new shares against cash
contributions (Authorised Capital I) on one or more occasions within a period of five years from the day
of entry of the amendment to the Articles of Association in the Commercial Register of the Company.
Subject to the approval of the Supervisory Board, the Management Board is authorised to exclude the
statutory subscription rights of shareholders if the issue price of the new shares is not significantly
lower than the stock market price of already listed shares of the same type at the date when the definitive
issue price is fixed. Subject to the approval of the Supervisory Board, the Management Board is
authorised to stipulate the further conditions for the issue of shares.
3. Subject to the approval of the Supervisory Board, the Management Board is authorised to increase the
share capital of the Company by up to € 64,001,587.00 through the issuance of new shares against cash
or non-cash contributions (Authorised Capital II) on one or more occasions within a period of five years
from the day of entry of the amendment to the Articles of Association in the Commercial Register of the
Company. Subject to the approval of the Supervisory Board, the Management Board is authorised to
exclude the subscription rights of all shareholders in order to assign shares against the contribution of
a company, part of a company, a company investment or comparable assets (capital increase against
non-cash contribution). Subject to the approval of the Supervisory Board, the Management Board is
further authorised to exclude the subscription rights of all shareholders in order to assign shares
against the cash contributions to a cooperation partner who makes the cooperation dependent on an
investment in the Company. Furthermore, the subscription right of shareholders can be excluded with
the approval of the Supervisory Board within the limits of preferential tax treatment in accordance with
Section 19 a of the German Income Tax Act (EStG) in order to issue new shares to employees of the
Company or its associated companies. Moreover, maximal amounts arising from the subscription ratio
may be excluded from the subscription rights of shareholders, subject to the approval of the Supervisory
Board. Subject to the approval of the Supervisory Board, the Management Board is authorised to
stipulate the further conditions for the issue of shares.
Art. 6
Terms of Shares
Shareholders are not entitled to securitization of their shares or dividends unless such certification is
required by the regulations of a stock exchange on which the shares of the Company are admitted to trad-
2/8