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

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

Between its last statement of compliance on 22 February 2011 and 11 December 2011, RWE Aktiengesellschaft complied with all of the recommendations of the Government Commission of the German Corporate Governance Code issued in the 2 July 2010 version of the Code, with the following exception:

The diversity recommendations set out in Item 5.1.2, Sentence 2 and Item 5.4.1, Paras. 2 and 3 were not fully complied with in the past. Ensuring diversity was and is 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 had yet to be created. The same applied 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 age limit established for Supervisory Board members when selecting the candidates for the election of the shareholder representatives held on 20 April 2011. However, no specific objectives existed for the staffing of that Board at that time. The Supervisory Board of RWE AG was of the opinion that the establishment of such goals and of an overall concept required extensive preparatory work and in-depth discussions, which have since been completed. On 12 December 2011, the Supervisory Board adopted requirements for its members and for those of the Executive Board, thus creating a concept for achieving diversity targets.
 
Since 12 December 2011, RWE Aktiengesellschaft has complied with all of the recommendations of the Government Commission of the German Corporate Governance Code contained in the 2 July 2010 version of the Code.

Essen, February 28, 2012
RWE Aktiengesellschaft

On behalf of the Supervisory Board
Dr. Manfred Schneider

On behalf of the Executive Board
Dr. Jürgen Großmann
Peter Terium

For former declarations please click here: