Essen, 25 August 2017

Announcement Share Buyback Employee Share Programme

Announcement in accordance with Article 5(1a) of Regulation (EU) 596/2014 and Article 2 of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016

RWE Aktiengesellschaft intends to acquire a maximum of 725,000 shares in RWE Aktiengesellschaft (ISIN DE0007037129 (common shares)) in the period from 7 November 2017 to 15 November 2017 in accordance with Section 71, Paragraph 1, Item 2 of the German Stock Corporation Act. The share buyback will be limited to a total purchase price of EUR 19,000,00.00 allocable to the acquisition of the shares.

The acquisition of these shares serves the sole purpose of meeting obligations arising from an employee share programme of RWE Aktiengesellschaft within the meaning of Article 5(2c) of Regulation (EU) No. 596/2014. The actual number of shares to be purchased up to the maximum volume of 725,000 will depend on employee participation in the employee share programme.

RWE Aktiengesellschaft will conduct the acquisition in compliance with Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and Council of 16 April 2014 and the applicable provisions of Delegated Regulation (EU) No. 2016/1052 of the Commission of 8 March 2016.

The buyback will be implemented under the lead of a bank, which will reach its decision on the timing of the acquisition of the shares independently and without being influenced by RWE Aktiengesellschaft in accordance with Article 4(2b) of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016. RWE Aktiengesellschaft will thus not influence the decisions of the bank. In so doing, the bank will be bound to the provisions applicable to buyback programmes of Regulation (EU) No. 596/2014 and Articles 2 to 4 of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016.

The buyback will be exclusively conducted via the XETRA trading system of the Frankfurt Stock Exchange. No orders will be issued during an auction phase, and the orders issued before the beginning of an auction phase will not be changed during such phase.

The shares in RWE Aktiengesellschaft will be acquired at market prices in accordance with the trading provisions stipulated by Article 3 of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016. Accordingly, the shares in RWE Aktiengesellschaft will not be acquired at a price exceeding the higher of the last independent transaction and the current highest bid on the trading platform on which the acquisition is made. Furthermore, on any trading day, the bank will not acquire shares corresponding to more than 25% of the average daily share turnover on the trading platform on which the acquisition is made. The average daily turnover will be calculated based on the average daily trading volume on the 20 trading days leading up to any purchase date.

If necessary and legally permissible, the share buyback programme may be suspended and resumed at any time.

Information on transactions associated with the share buyback programme will be published appropriately in both detailed and aggregated form no later than at the end of the seventh trading day after the day on which such transactions are executed. Furthermore, RWE Aktiengesellschaft will report on the course of the share buyback programme on www.rwe.com in compliance with statutory regulations and ensure that this information remains available to the public for at least five years from the date of the announcement.

Essen, August 2017

RWE Aktiengesellschaft

The Executive Board



Please contact our Investor Relations Team with any questions that you may have:

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