Essen, in December 2015 - The Executive Board of RWE Aktiengesellschaft announces the substitution of RWE Aktiengesellschaft as the issuer of the following bond by RWE Finance II B.V.:

Euro 600,000,000 5.75% Notes issued on 14 February 2003, due on 14 February 2033
(ISIN XS 0162513211) (the “Notes”)

Pursuant to § 10 of the terms and conditions of the Notes, RWE Aktiengesellschaft, Essen, Federal Republic of Germany is substituted by the substitute debtor RWE Finance II B.V., ’s-Hertogenbosch, The Netherlands as of 28 December 2015. No further changes result from the substitution; in particular, all rights of the noteholders under the Notes remain unchanged and RWE Aktiengesellschaft guarantees the due payment of principal and interest and any other amounts payable by RWE Finance II B.V. at any time in respect of the Notes.