I. Scope
These Terms of Use apply to the online service for the Annual General Meeting of RWE Aktiengesellschaft ("Company") at www.rwe.com/agm-service. In addition, the provisions set out in the Invitation to the Annual General Meeting 2023 and the Commentary on Shareholder Rights at www.rwe.com/en/agm apply.
II. Access to the online service
Access to the online service requires the information on the participation ticket, which is sent to all shareholders who have requested a participation card in good time via their depository bank. The participation ticket contains your access number and access code for the online service. Authorized third parties will receive their own participation ticket with their own access data, which they should use to access the online service (see also "V. Authorization of third parties" below).
III. Authorization and instructions to the voting proxies appointed by the Company
1. Until the beginning of the count of the votes at the Annual General Meeting on 4 May 2023 authorizations and instructions to the voting proxies appointed by the Company can be issued, amended or revoked via the online service.The exact time of the beginning of the count of the votes shall depend on the course of events at the Annual General Meeting. We thus recommend that you follow the Annual General Meeting’s live webcast and make your arrangements as early as possible.
2. RWE Aktiengesellschaft has appointed Dr Florian Fischer and Johannes Rehahn, both from RWE Aktiengesellschaft, as voting proxies with sole power of representation and bound by instructions.
3. The voting proxies appointed by the Company are obliged to vote on the proposed resolutions in accordance with your specific instructions. In the event of separate votes on combined resolution proposals under one Agenda Item, your voting instruction shall apply accordingly to the individual resolution proposal.
4. In case of unscheduled votes, the voting proxies can only represent you if supplementary instructions are issued via the online service by a time to be determined by the Chair of the meeting. The voting proxies cannot represent you in an unscheduled vote based on instructions previously given online or in writing for the regular vote.
5. If you issue several consecutive instructions on a proposed resolution, the instructions most recently received by RWE Aktiengesellschaft shall be taken into account. Previously received voting instructions are being revoked upon receipt of new instructions.
6. If the voting proxies are authorized, their name will be included in the list of participants. Your name will not be disclosed in principle. However, if you or a third party authorized by you log into the online service during the Annual General Meeting, you or the third party authorized by you will be deemed to be "connected" and will be shown individually in the list of participants.
7. Shareholders or their authorized representatives who have cast votes by proxy authorization and voting instruction may obtain a voting confirmation as to whether and how the votes were counted via the online service up to one month after the day of the Annual General Meeting.
8. The legal relationship between shareholders and the voting proxies is governed by German law.
IV. Online postal voting
1. Until the beginning of the count of the votes at the Annual General Meeting on 4 May 2023 postal votes can be cast, changed or revoked via the online service. The exact time of the beginning of the count of the votes shall depend on the course of events at the Annual General Meeting. We thus recommend that you follow the Annual General Meeting’s live webcast and make your arrangements as early as possible.
2. In the event of separate votes on combined resolution proposals under one Agenda Item, your postal vote shall apply accordingly to the individual resolution proposal.
3. In case of unscheduled votes, online postal votes may be cast by a time to be determined by the Chair of the meeting. Postal votes previously cast online or in writing for the regular vote shall be disregarded in the case of an unscheduled vote.
4. If you cast several consecutive postal votes on a proposed resolution, the last votes received by RWE Aktiengesellschaft will be taken into account in the vote. Any postal votes previously received are being revoked upon receipt of new postal votes.
5. Shareholders or their authorized representatives who have cast votes by postal vote may obtain a voting confirmation as to whether and how the votes were counted via the online service up to one month after the day of the Annual General Meeting.
V. Authorization of third parties
You can also grant authorization to third parties via the online service. For the exercise of rights via the online service, the proxies will be sent their own participation tickets containing the information required for access to the online service. Authorization should therefore be given as early as possible to ensure the participation ticket is received in good time.
If, after granting proxy authorization to a third party, you wish to exercise your shareholder rights at the Annu-al General Meeting yourself, you must first revoke the proxy authorization granted.
VI. Submission of statements
Until the end of 28 April 2023, you can use the online service to submit written statements regarding the Items on the Agenda. Statements may be submitted in German or in English and should not exceed 10,000 characters.
Statements filed by shareholders regarding Items on the Agenda will be published on the online service by 29 April 2023, and thus made available to the company and registered shareholders before and during the Annual General Meeting. Statements published in the online service will not be translated by the Company.
VII. Right to speak via video communication
1. Shareholders connected electronically to the Annual General Meeting have the right to speak via video communication. Submissions may include motions and candidate nominations pursuant to Section 118a, Paragraph 1, Sentence 2, Item 3 of the German Stock Corporation Act and requests for information pursuant to Section 131 of the German Stock Corporation Act. The Chair of the meeting shall explain the procedure for requesting and receiving the floor in more detail during the Annual General Meeting.
2. To register a request to speak or make a motion, access the online service and then select "Request to speak" or "Motion".
3. After your name has been called by the Chair of the meeting in preparation for your live connection, a dialog box for entering the virtual waiting room will appear in the online service. You can enter the virtual waiting room with your confirmation. After you have entered the virtual waiting room, you will be welcomed by our technical staff (operator) to check your video and sound quality. Please remain in the virtual waiting room until the operator contacts you.
4. After the successful functionality check, you will be connected live to the shareholders' meeting as soon as the Chairman of the meeting calls you by name. After the chairman of the meeting has given you the floor, you can begin your live performance.
VIII. Duties of care of the users of the online service
1. When you receive your participation ticket, please make sure that it is undamaged and that you keep it in a safe place. It is not permitted to pass on your access data to unauthorized persons. If you suspect that your access data to the online service has been misused, please report this immediately to the shareholder hotline at +49 (0) 89 2019 0393 so that we can block your personal access and supply you with new access data.
2. Please make sure to properly close and log out of the online service after use.
IX. Stability and availability / exclusion of liability
1. The stability and availability of the online service of RWE Aktiengesellschaft can be subject to fluctuations and disruptions according to the current state of the art. Neither RWE Aktiengesellschaft nor the employees and service providers it employs have any influence on the availability, functionality, stability and reliability of the telecommunications network and the Internet services used by third parties. Should we detect, despite all security precautions, unauthorized external influences on the data stored for the purposes of receiving and exercising authorizations and instructions and for the exercise of voting rights and treated in accordance with the EU General Data Protection Regulation and the Federal Data Protection Act, we reserve the right to interrupt or terminate the use of the online service of RWE Aktiengesellschaft without further notice. In this case, only votes, authorizations and, if applicable, instructions given in the online service of RWE Aktiengesellschaft will be taken into account, the manipulation of which can be excluded.
2. RWE Aktiengesellschaft assumes no warranty or liability for the functionality, availability, stability and reliability of the online service. Furthermore, RWE Aktiengesellschaft assumes no liability for access to the system including access to the internet services used and the network elements provided by third parties, nor does RWE Aktiengesellschaft accept any responsibility for errors and defects in the hardware and software used, including that used by service providers.
3. The exclusion of liability does not extend to damage to life, body or health or other damage for which RWE Aktiengesellschaft is responsible, insofar as such damage is attributable to intent or gross negligence on the part of RWE Aktiengesellschaft or its agents
4. If you encounter technical problems, please contact the RWE Aktiengesellschaft shareholder hotline at +49 (0) 89 2019 0393 or by e-mail to hv-service.rwe@adeus.de or in writing to RWE Aktiengesellschaft, c/o ADEUS Aktienregister-Service-GmbH, Postfach 57 03 64, 22772 Hamburg, Germany.
X. Information on data protection
RWE Aktiengesellschaft processes personal data in connection with the preparation, execution and follow-up of the Annual General Meeting. Further details on data protection can be found in the online service under "Information on data protection" or at www.rwe.com/en/agm.