2. Shareholder motions and candidate nominations (Sections 126 and 127 of the German Stock Corporation Act)

Every shareholder has the right to file a reasoned countermotion against proposals made by the Executive Board and/or the Supervisory Board on any item on the Agenda. Furthermore, every shareholder has the right to nominate candidates for the election of the independent auditor during the Annual General Meeting.

Countermotions and candidate nominations received by the company at the address specified in the convocation (RWE Aktiengesellschaft, Group Legal/Board Affairs, Opernplatz 1, 45128 Essen, Germany, fax: +49-201-121-6640; e-mail: HV2012.Antraege@rwe.com) at least 14 days before the General Meeting, not including the date of receipt or the day of the Annual General Meeting, namely no later than Wednesday, 4 April 2012, 24:00 hours CEST, shall be made accessible via the www.rwe.com website (“Annual General Meeting 2012”) along with the shareholder’s name and possibly a statement by management and—as regards countermotions—the grounds.

Pursuant to Section 126, Paragraph 2 of the German Stock Corporation Act, there is no need to make a countermotion and its grounds accessible if

  1. the Executive Board would incriminate itself by making them accessible;
  2. the countermotion would cause the Annual General Meeting to pass a resolution that would violate the law or Articles of Incorporation;
  3. the grounds’ major points contain misleading statements or the grounds are insulting;
  4. a countermotion filed by the shareholder on the same issue has already been made accessible to an Annual General Meeting of the company in accordance with Section 125 of the German Stock Corporation Act;
  5. the shareholder has filed the same countermotion with grounds that are essentially identical in the last five years that has been made accessible to at least two of the company’s Annual General Meetings in the last five years in accordance with Section 125 of the German Stock Corporation Act and the countermotion was upheld by less than one-twentieth of the company’s represented capital stock;
  6. the shareholder indicates that he or she will not attend the Annual General Meeting or be represented there; or
  7. the shareholder has failed to file a countermotion communicated by him or her at two Annual General Meetings in the last two years.

The same applies analogously to making candidate nominations accessible. Furthermore, candidate nominations for the election of the independent auditor need not be made accessible if they do not include the name, current profession and domicile of the nominated. Unlike countermotions as defined by Section 126, Paragraph 1 of the German Stock Corporation Act, candidate nominations need not be reasoned.

Grounds provided for countermotions and candidate nominations need not be made accessible if they exceed a length of 5,000 characters. If several shareholders file countermotions on the same subject matter of a resolution or nominate the same candidate, the Executive Board may combine the countermotions and candidate nominations as well as their grounds.

The right of every shareholder to nominate candidates for the election of the independent auditor during the Annual General Meeting without having informed the company of the nomination in advance or before the deadline shall remain unaffected by this.