RWE AG intends to acquire in the time period from October 1, 2014 through no later than November 5, 2014 up to a maximum of 600,000 shares of RWE AG (ISIN DE0007037129 (ordinary shares)) subject to the following conditions. The number of shares to be acquired is limited by a total purchase price not exceeding EUR 21.0 million.

RWE AG hereby makes use of the right to acquire own shares granted under Section 71 (1) no. 2 of the German Stock Corporation Act (Aktiengesetz, AktG). The shares bought back shall only be used for the issuance of employee shares in connection with the Company's share option programme for its employees (Belegschaftsaktienausgabe) for the year 2014.

The share buy-back will be carried out for account of the Company by a bank mandated by the Company. The bank shall make its decisions regarding the date of the acquisition of the shares and the respective volume of the shares to be bought back independently of and without influence by the Company. The shares shall be repurchased on stock exchanges at the most favourable terms for RWE AG.

In the performance of such activities, the bank is obliged to observe the trading conditions set forth in Art. 5 of the Commission Regulation (EC) No. 2273/2003 of 22 December 2003 (EC REG). According to the provisions of this Article, the bank may not determine a purchase price which exceeds the price of the last independent trade at the respective stock exchange or the highest current independent bid. The higher of both values shall be decisive. The bank must not acquire more than 25 % of the average daily volume of shares in one day on the stock exchange on which the purchase is carried out. The average volume of shares is based on the average daily volume of shares traded in the twenty trading days preceding the date of purchase.

The share buy-back may be suspended and resumed at any time to the extent permissible under the relevant legal provisions.

The transactions will be disclosed in compliance with the requirements of Art. 4 (4) EC REG no later than at the end of the seventh trading day following the date of execution of such transactions. Furthermore, RWE AG will at www.rwe.com regularly report on the progress of the share buy-back.

Essen, September 26, 2014

RWE AG

The Executive Board