Commentary on shareholder rights

1. General explanations on the legal framework of the virtual Annual General Meeting

   The Ordinary Annual General Meeting 2022 of RWE Aktiengesellschaft will, due to the ongoing COVID-19-pandemic, again be held as virtual Annual General Meeting without shareholders or their authorised representatives (with exception of the proxies of the Company) being physically present according to Section 1 Paragraph 2 of the Act concerning measures under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic („COVID-19-Act“).

   Section 1 Paragraph 2 COVID-19-Act reads: 

   “The executive board may decide that the general meeting shall be held in the form of a virtual general meeting without the need for shareholders or their authorised representatives being physically present, provided that 

   1. the broadcast by means of audio and video transmission encompasses the entire general meeting, 
   2. provision is made for shareholders to exercise their voting right by means of electronic communication (postal vote or electronic participation) and to grant a power of attorney,
   3. shareholders are given the right to ask questions by means of electronic communication, 
   4. shareholders who exercise their voting right in accordance with no. 2 are afforded the possibility of objecting to a resolution adopted by the general meeting by way of derogation from section 245 no. 1 of the Stock Corporation Act, the need to be physically present at the general meeting thus being waived. 

   The executive board decides at its duty-bound, free discretion how it responds to questions; it may also stipulate that questions must be submitted by means of electronic communication no later than one day prior to the meeting. Motions or candidate nominations by shareholders, which have to be made available according to Section 126 or Section 127 of the German Stock Corporation Act, shall be deemed submitted during the General Meeting provided that the  shareholder bringing forward the motion or candidate nomination is duly legitimated and registered for the Annual General Meeting.”

2. Requests for supplements to the Agenda from a minority (Section 122, Paragraph 2 of the German Stock Corporation Act)

   Shareholders who hold a combined one-twentieth of the capital stock or a prorated share of 500,000 euros may request that items be placed on the Agenda and announced. Every item added must be accompanied with a reasoning or a draft resolution.

   Requests for supplements to the Agenda must be directed to the Company's Executive Board and received by the Company at least 30 days before the Annual General Meeting, excluding the date of receipt and the day of the Annual General Meeting. The last admissible date of receipt is thus Monday, 28 March 2022, 24:00 hours CEST.  Requests for supplements to the Agenda received after this date shall not be considered.

   Requests for supplements to the Agenda shall only be considered if applicants prove that they have owned the required minimum number of shares at least 90 days prior to the date on which the request for supplement has been received and that they will hold the shares until the Executive Board decides on the request for a supplement (cf. Section 122 Paragraph 2 Sentence 1 in connection with Section 122 Paragraph 1 Sentence 3 of the German Stock Corporation Act). 

   We ask that requests for supplements to the Agenda be sent to the address provided in the invitation (RWE Aktiengesellschaft, Legal, Compliance & Insurance (CEJ-C), RWE Platz 1, 45141 Essen, Germany, or in electronic form in accordance with Section 126a of the German Civil Code via e-mail to: HV2022@rwe.com).

   Requests for supplements to the Agenda otherwise addressed shall not be considered.

   All requests for supplements that must be made available shall be published in the German Federal Gazette immediately upon receipt, disseminated throughout Europe and posted to the Company's website. In addition, they will be communicated pursuant to Section 125, Paragraph 1, Sentence 3 of the German Stock Corporation Act.

3. Shareholder countermotions and candidate nominations (Sections 126 Paragraph 1, 127 of the German Stock Corporation Act, Section 1 Paragraph 2 Sentence 3 of the COVID-19-Act)

   Every shareholder has the right to submit countermotions against the proposals made by the Executive Board and/or Supervisory Board in relation to an item on the Agenda at least 14 days prior to the Annual General Meeting, excluding the date on which the countermotion is received and the day on which the Annual General Meeting is held, i.e. by no later than Wednesday, 13 April 2022, 24:00 hours CEST.

   In addition, every shareholder has the right to submit candidate nominations for the election of the auditors or of members of the Supervisory Board.

   Countermotions subject to publication and candidate nominations that are duly received by the Company at the address provided in the invitation (RWE Aktiengesellschaft, Legal, Compliance & Insurance (CEJ-C), RWE Platz 1, 45141 Essen, Germany, e-mail: HV2022@rwe.com) will be published on the Company’s website here, including the name of the shareholder, if applicable, a reasoning and, if applicable, a statement by Company management.

   Section 126, Paragraph 2 of the German Stock Corporation Act stipulates that a countermotion and its reasoning do not have to be published if

   1. said publication would make the Executive Board liable to prosecution;
   2. the countermotion would result in the Annual General Meeting passing a resolution that was in violation of the law or the Company's Articles of Incorporation;
   3. major elements of the reasoning contain obviously false or misleading information or insults;
   4. a countermotion by the shareholder based on the same facts has already been published for an  Annual General Meeting of the Company in accordance with Section 125 of the German Stock Corporation Act;
   5. the same countermotion by the shareholder with essentially the same reasoning has been published for at least two Annual General Meetings of the Company in accordance with Section 125 of the German Stock Corporation Act and a vote representing less than one-twentieth of the represented capital stock was cast in favour of it at these Annual General Meetings;
   6. the shareholder indicates that they will not participate in, and will not have themselves represented at, the Annual General Meeting; or
   7. the shareholder failed to file a countermotion announced by them at two Annual General Meetings in the last two years or failed to have the countermotion filed on their behalf.

   The above explanations for the publication of countermotions apply analogously to the publication of candidate nominations. 

   Furthermore, candidate nominations will only be published if they include the name, profession exercised and place of residence of the proposed individual and, in the case of a nomination for members of the Supervisory Board, information on their membership of other legally mandated supervisory boards.

   Any reasonings of countermotions and candidate nominations do not have to be published if they exceed a length of 5,000 characters. If several shareholders file countermotions regarding the same issue on which a resolution is to be passed or if they file the same candidate nominations, the Executive Board may summarise the countermotions or candidate nominations respectively as well as, if applicable, their reasonings.

   With regard to this year’s virtual Annual General Meeting according to the special provisions of the COVID-19-Act the following applies for shareholder motions: 

   No countermotions in relation to the items on the Agenda or candidate nominations may be filed during the virtual Annual General Meeting. Countermotions subject to publication and candidate nominations which have been received by the Company in due time at the aforementioned address will be deemed filed in respect of the virtual Annual General Meeting as long as the countermotion or the candidate nomination is sent by a shareholder who has duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation (Section 1 Paragraph 2 Sentence 3 of the COVID-19-Act).

4. Shareholder right to ask questions (Section 1, Paragraph 2, Sentence 1, Item 3 COVID-19-Act) and information rights (Section 131, Paragraph 1 of the German Stock Corporation Act)

   Shareholders who have duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation will have the right to ask questions by means of electronic communication in accordance with Section 1, Paragraph 2, Sentence 1, Item 3 of the COVID-19 Act. In line with Section 1, Paragraph 2, Sentence 2 of the COVID-19 Act, the Executive Board shall decide at its duty-bound, free discretion how to answer questions made by shareholders; furthermore, the Executive Board may stipulate that questions must be submitted by means of electronic communication no later than one day prior to the Annual General Meeting. The Executive Board of RWE Aktiengesellschaft has exercised this option with the approval of the Supervisory Board.

   Shareholders who have duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation may thus submit questions via the InvestorPortal by no later than one day prior to the Annual General Meeting, excluding the date of receipt and the day on which the Annual General Meeting is held, i.e. by no later than Tuesday, 26 April 2022, 24:00 hours CEST. Shareholders can access the portal via this web page. The system can be used by providing the information printed on the participation ticket that is sent to all shareholders duly requesting a participation ticket by their depositary bank.

   Shareholders do not have a right to information pursuant to Section 131, Paragraph 1 of the German Stock Corporation Act during the virtual Annual General Meeting.

5. Opportunities to ask follow-up questions during the virtual Annual General Meeting

   In addition to the right to ask questions as described above, during the virtual Annual General Meeting the Company plans to voluntarily afford the shareholders the opportunity to ask follow-up questions during a period of time set for such by the chair of the meeting. Follow-up questions may only be submitted via the InvestorPortal. Shareholders may only submit follow-up questions in relation to the answer provided by the management to their respective questions which they have submitted according to the preceding provisions. New questions or follow-up questions relating to questions submitted by other shareholders will not be considered. The Executive Board shall exercise its due discretion as to whether and how it answers follow-up questions. The Company reserves the right to reject follow-up questions, if the amount of time needed to answer questions properly submitted prior to the Annual General Meeting is not sufficient.

6. Shareholders‘ possibility to make statements

   Due to the concept of the virtual Annual General Meeting shareholders do not have the possibility to make statements regarding the Agenda during the Annual General Meeting. However, shareholders who have duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation do have the opportunity to submit statements regarding the Agenda prior to the Annual General Meeting which will be published here on this website.

   The length of a statement shall not exceed 10,000 characters.

   Statements can be submitted to the address stated in the invitation (RWE Aktiengesellschaft, Legal, Compliance & Insurance (CEJ-C), RWE Platz 1, 45141 Essen, email: HV2022@rwe.com) no later than Tuesday, 26 April 2022, 24:00 hours CEST.

   The name of a shareholder making a statement will only be disclosed for the publication if the shareholder has given their express consent to the naming when submitting the statement.

   There is no legal right to the publication of statements.

   In particular, the company explicitly reserves the right not to publish statements which have offensive, obviously false or misleading contents, are completely unrelated to the Agenda of the Annual General Meeting, exceed 10,000 characters or are not submitted to the aforementioned address within the aforementioned time limit. In addition, the company reserves the right to publish only one statement per shareholder and to request proof of the shareholder’s due and timely registration for the Annual General Meeting.

7. Shareholder right to file an objection (Section 1, Paragraph 2, Sentence 1, Item 4 of the COVID-19 Act)

   Derogating from Section 245 no. 1 of the German Stock Corporation Act and the need to be physically present at the Annual General Meeting thus being waved, shareholders who have duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation and have exercised their voting rights by postal vote or by granting a power of attorney may file a minuted objection by means of electronic communication to a resolution adopted by the Annual General Meeting. Objections can be filed via the InvestorPortal for the duration and until the end of the Annual General Meeting. Shareholders can access the portal via this web page. This system can only be used by entering the information provided on the participation ticket that is sent to all shareholders duly requesting a participation ticket by their depositary bank.