ISIN DE 0007037129.
DE 0007037145


1. Authorisation to implement share buybacks and use treasury stock

The Ordinary General Meeting of RWE Aktiengesellschaft of April 16, 2014 authorised the Executive Board to buy back up to 10% of its capital stock and sell treasury common shares waiving shareholder subscription rights until April 15, 2019 as long as

- they are transferred to third parties within the scope of mergers or acquisitions of companies, parts of companies, operations or stakes in companies;

- they are sold for cash and at a price that is not significantly lower than the price at which the company’s common shares with the same entitlements are listed on the stock market at the time of sale;

- they are provided to holders of option or convertible bonds of the company or of a Group company in line with the option and bond conditions;

- in the event of a sale of treasury stock through an offer to all shareholders, or in the event of a capital increase recognizing shareholder subscription rights, holders of option or convertible bonds of the company or of a Group company are issued treasury stock in the company commensurate to the shares in the company which the holders of the option or convertible bonds would be entitled to subscribe after exercising the option or conversion privilege or fulfilling the option or conversion obligation;

- they are offered for sale or transferred to employees qualified to subscribe shares within the scope of future employee share schemes in order to fulfill the company’s obligations resulting from such employee share schemes.

Based on the resolution, the company’s Executive Board is further authorised to call treasury shares.

The authorisations may be exercised by the company or its Group companies in the sense of Section 18 of the German Stock Corporation Act (AktG), or by third parties on its or their account.

2. Creation of authorised capital

The Ordinary General Meeting of RWE Aktiengesellschaft of April 16, 2014 authorised the Executive Board, subject to Supervisory Board approval, to increase the company’s capital stock by up to 314,749,693.44 EUR until April 15, 2019 through the issuance of up to 122,949,099 bearer common shares in return for contribution in cash and/or in kind (authorised capital).

The Executive Board is authorised to waive shareholder subscription rights in the following cases:

- to even out fractions of shares;

- in the event of capital increases in exchange for a contribution in kind for the purpose of mergers or the acquisition in companies, parts of companies, operations or stakes in companies;

- to the extent necessary to grant subscription rights to those who are entitled to option or conversion privileges or are obliged to fulfil option or conversion obligations commensurate to what they would be entitled to as shareholder after exercising the option or conversion privilege or fulfilling the option or conversion obligation;

- in the event of capital increases in exchange for cash contributions if the prorated share accounted for by shares for which subscription rights are waived does not exceed 10% of the company’s capital stock and the par value of the new shares is not significantly below the price of common shares with the same entitlements already quoted on the stock exchange at the point in time at which the issue price is finalised.

The full wording of these resolutions is provided under Items 8 and 9 of the Invitation to the Annual General Meeting, which was published in the Federal Gazette on March 4, 2014.

Essen, April 2014

RWE Aktiengesellschaft
The Executive Board