Shared Announcement Share Buyback regarding UK Employee Share Incentive Plans

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

This announcement is made in the name and on behalf of RWE Supply & Trading GmbH UK Branch, RWE Generation UK plc and RWE Technology UK Limited.

In 2017 RWE Supply & Trading GmbH UK Branch, RWE Generation UK plc and RWE Technology UK Limited  (together “RWE UK Employers”) have respectivly implemented Share Incentive Plans (hereinafter “SIP”) for their employees in the UK (hereinafter “RWE UK Employees”). According to which RWE UK Employees, being eligible to join the SIP, may at their own discretion instruct an independent trustee nominated by the RWE UK Employers (hereinafter “Trustee”) to buy shares in RWE AG on their behalf and account for a fixed part of their monthly salary (hereinafter “Particpant Shares”). The Trustee buys the Participant Shares in the market on a monthly basis and holds them in trust for the respective RWE UK Employees. For Particpant Shares bought under the SIP the RWE UK Employers shall award additional shares to the RWE UK Employees at a ratio of 3:1 (hereinafter “Matching Shares”). Matching shares will also only be acquired by the Trustee with funds made available by the RWE UK Employers.

In this context, the RWE UK Employers assume that the Trustee will acquire a maximum of 20,000 shares in RWE AG (ISIN DE0007037129(common shares)) in the period from 24 January 2018 to 31 December 2018. Such shares qualify as treasury shares in accordance with Section 71 (1) no. 2 of the German Stock Corporation Act. The share buyback will be limited to a total purchase price of EUR 600,000 allocable to the acquisition of the Matching Shares.

The acquisition of these Matching Shares by the Trustee serve the sole purpose of meeting the RWE UK Employers’ obligations arising from the SIP, which qualifies as an employee share option programme within the meaning of Article 5 (2c) of Regulation (EU) No. 596/2014. The actual number of Matching Shares to be purchased, however, will depend on the RWE UK Employees’ decision to join the SIP but may not exceed a maximum volume of 20,000 shares.

RWE UK Employers ensure that the Trustee will conduct any 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 as a time-scheduled buyback programme by the RWE UK Employers to which Article 4 (2a) of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016 applies by analogy. Hence, RWE AG and/or the RWE UK Employers may thus not influence, effect or impair any decision of the Trustee. The Trustee will be solely bound by the provisions and conditions 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 AG 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 AG 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 Trustee 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 buyback programme may be suspended and resumed at any time.Information on transactions associated with the 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 were executed. Publications and reports on the course of the buyback programme will be made by RWE AG on behalf of the RWE UK Employers on www.rwe.com in compliance with statutory regulations. RWE AG will ensure that this information remains available to the public for at least five years from the date of the announcement.

Essen, January 2018

RWE AG

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