Every shareholder has the right to submit motions against the proposals made by the Executive Board and/or Supervisory Board in relation to an item on the Agenda and to nominate candidates for election as auditors (item 5 on the Agenda) at least 14 days prior to the Annual General Meeting, excluding the date on which the countermotion or the nomination is received and the day on which the AGM is held, i.e. by no later than Thursday, 11 June 2020 at 24:00 hours CEST.
Countermotions and candidate nominations subject to publication that are duly received by the Company at the address provided in the invitation (RWE Aktiengesellschaft, Legal & Insurance, RWE Platz 1, 45141 Essen, Germany, fax +49 201 5179 5190, e-mail: [email protected]) 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126, Paragraph 2 of the German Stock Corporation Act stipulates that a countermotion and its substantiation need not be published if
- said publication would make the Company liable to prosecution;
- the countermotion would result in the General Meeting passing a resolution that was in violation of the law or the Company's Articles of Incorporation;
- major elements of the substantiation contain obviously false or misleading information or insults;
- a countermotion regarding the same matter has already been filed by the shareholder in relation to a General Meeting of the Company in accordance with Section 125 of the German Stock Corporation Act;
- the same countermotion has been filed by the shareholder with essentially the same substantiation in relation to at least two 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 General Meetings;
- the shareholder indicates that he will not participate in the General Meeting and will not have himself represented at the General Meeting; or
- the shareholder failed to file a countermotion announced by him at two General Meetings in the last two years or failed to have the countermotion filed on his behalf.
This applies analogously to candidate nominations. Furthermore, candidate nominations need not be published if they do not include the name, current profession and domicile of residence of the nominated candidate.
Reasonings of countermotions and candidate nominations need not be published if they exceed a length of 5,000 characters. If several shareholders file a countermotion regarding the same issue on which a resolution is to be passed or if they submit the same candidate nominations, the Executive Board may summarise the countermotions and candidate nominations as well as their reasonings.
No countermotions may be filed in relation to the items on the Agenda and no candidate nominations may be made during the Annual General Meeting not attended by shareholders or their authorised representatives. A countermotion or candidate nomination subject to publication that is duly received by the Company will be deemed filed in respect of the virtual Annual General Meeting as long as the countermotion or 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.
