Statement of compliance in accordance with Sec. 161 of the German Stock Corporation Act

Following an orderly audit, the Executive and Supervisory Boards of RWE AG issued the following declaration of compliance:

Since its last statement of compliance on 23 February 2010 and until 2 July 2010, RWE AG complied with all of the recommendations of the Government Commission of the German Corporate Governance Code issued in the 5 August 2009 version of the Code. Since 3 July 2010, RWE AG has complied with all of the recommendations of the version of the Code issued on 2 July 2010, with the following exceptions:

• The diversity recommendations set out in Item 5.1.2, Sentence 1 and Item 5.4.1, Paras. 2 and 3 are not being fully complied with at present. Ensuring diversity is already common practice throughout the Group. Among other things, we have had diversity programmes tailored to increase the share of women in managerial positions for quite a while. However, an overall concept for achieving diversity goals when staffing the Executive Board is yet to be created.

  The same applies to the staffing of the Supervisory Board: As before, the Nomination Committee and the plenary session of the Supervisory Board considered the issue of diversity, RWE‘s international operations, potential conflicts of interest, and the established age limit for Supervisory Board members when selecting the candidates for the election of the shareholder representatives scheduled for 20 April 2011. However, no specific goals existed that could have been considered or presented in the Annual Report, and they are still yet to be established.

  The Supervisory Board of RWE AG is of the opinion that creating an overall concept for the diversity of members of the Executive and Supervisory Boards and determining specific goals regarding the composition of the Supervisory Board requires extensive preparatory work and in-depth discussions, which should be left to the Supervisory Board, which will have been recomposed after this year‘s Annual General Meeting. Only in this manner can one ensure that all material aspects be considered and that both the concept and the goals prove themselves in practice.

  In the current financial year, the Supervisory Board will deal with the issue extensively and provide information in accordance with statutory regulations on any corresponding adjustments to RWE‘s corporate governance.

• RWE AG followed the recommendation in Item 5.4.5 to a limited extent from 3 July 2010 to 21 January 2011. Until the end of this period, Dr. Ekkehard Schulz was Chairman of the Executive Board of ThyssenKrupp AG and sat on the supervisory boards of two listed companies as well as of a non-listed company with similar requirements concurrently to his membership in the Supervisory Board of RWE.
  

  As he has retired from the Executive Board of ThyssenKrupp, we comply with the Code‘s recommendation unconditionally once again. It is the view of the Supervisory Board of RWE AG that it was in the company‘s best interest to keep Dr. Schulz on the RWE board. This opinion is based on Dr. Schulz‘s years-long tenure on RWE‘s Supervisory Board as well as on the extensive expertise and experience he possesses by virtue of his leading positions in companies with international activities. Moreover, the deviation from the Code‘s recommendation only lasted for a very short period.

Essen, February 22, 2011
RWE Aktiengesellschaft

On behalf of the Supervisory Board
Dr. Manfred Schneider

On behalf of the Executive Board
Dr. Jürgen Großmann
Dr. Rolf Pohlig

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