RWE increases stake in Amprion to a majority shareholding

• Portfolio diversification: Regulated grid business becomes third investment pillar alongside renewables and flexible generation
  
• RWE acquires 35% indirect share in transmission grid operator Amprion for €3.6 billion, bringing RWE’s total share in Amprion to 55%
  
• Equity capital raise of up to 10% for financing through an accelerated bookbuilding launched
  
• Transactions to immediately increase RWE’s earnings per share (EPS)
  
• RWE reconfirms €35 billion investment plans in renewables, battery storage and flexible generation worldwide as well as dividend policy of 10% increase per year
  
• Through its stake in Amprion, RWE will additionally invest €6.5 billion by 2031 in the expansion of Germany's grid infrastructure

RWE has agreed with five shareholders of M31 on the acquisition of indirect shares in Amprion, one of Germany’s four Transmission System Operators. After completion of these acquisitions, RWE’s total share in Amprion will increase to pro rata 55%. The aggregate purchase price across all acquisitions amounts to €3.6 billion.

Amprion operates an 11,000-kilometre long extra-high-voltage grid that transports electricity for c. 29 million people across key industrial regions from the North Sea to the Alps. This places Amprion at the core of Germany’s energy system. A massive expansion of the transmission grid will be necessary in the coming years to ensure the success of the energy transition. RWE will contribute funds towards the substantial investments required for this.

Dr Markus Krebber, CEO of RWE AG: “We are expanding RWE’s portfolio into grid infrastructure. By increasing our stake in Amprion and providing additional funding for the expansion of Germany’s transmission grid, we gain further attractive growth opportunities. These complement our existing investment plans in renewables, battery storage and flexible generation. In doing so, we will make a substantial contribution to the development of a resilient and robust energy system in Germany. Upon completion of the announced equity capital raise, funding for the additional investments through 2031 will also be secured. The transactions increase earnings per share from day one. For 2031, we intend to raise our target from €4.40 to €4.55 per share.”

Dr Christoph Müller, CEO of Amprion GmbH: “We welcome this transaction and see it as a sign of confidence in our strategy and performance. It is an important step towards financing the major investments ahead and supporting our growth. The shareholding is consequently positive for the success of the energy transition.”

Following completion, Amprion will remain an independent transmission system operator in line with legal unbundling requirements. It will continue to operate under its existing brand and management team. RWE will continue to consolidate its stake in Amprion at equity.

Acquisitions to be fully financed through equity capital raise

The purchase price of €3.6 billion for the newly acquired shares in Amprion corresponds to a multiple of 1.07x of Amprion’s regulated asset base (RAB) in 2027.

The acquisitions are to be fully financed through an equity capital raise, resolved by the Executive Board of RWE AG, with the approval of the Supervisory Board. It provides for the issuance of 36.1 million new bearer shares and the selling of up to 38.2 million treasury shares, representing up to 10% of the share capital. The new shares and treasury shares to be sold will be entitled to dividends for fiscal year 2026. Shareholders’ subscription rights will be excluded.

The shares are expected to be placed with institutional investors by way of an accelerated bookbuilding process which has already been launched. RWE expects gross proceeds of approximately €4 billion.

The cornerstone investors Qatar Investment Authority (QIA) and Norges Bank Investment Management, a division of Norges Bank, have already committed to purchase shares with an aggregate value of about €1 billion. This represents around 25% of the expected total volume of the capital raise.

RWE to invest €6.5 billion in grid expansion in Germany through 2031

RWE is not only increasing its stake in Amprion, but also its investment in expanding the transmission grid. About €2.5 billion by 2031 had already been allocated for investment requirements relating to the existing RWE-Apollo share in Amprion. A further c. €4 billion has been earmarked for the same period to fund additional investment needs arising from the increase of the stake in Amprion. This will be fully funded via the equity capital raise and RWE’s available financial headroom. RWE continues to aim to maintain a leverage factor – the ratio of net debt to adjusted EBITDA – at the lower end of the range of 3.0 to 3.5.

Existing plans to grow global generation capacity to 65 gigawatts remain unchanged

RWE’s investment programme of €35 billion net by 2031 for the build-out of its global portfolio of renewables, battery storage and flexible generation is fully confirmed. The company also maintains its dividend target of €1.32 per share for fiscal 2026 and remains committed to intentions to grow the dividend by 10% per annum.

Closing expected in Q3/2026

It is expected that all transactions will be completed in Q3/2026. Closing is subject to customary closing conditions, including required regulatory clearances. Delivery of the new shares and the sold treasury shares under the equity capital raise is expected to take place on 26 June 2026.

Editorial note on Amprion’s shareholder structure

Amprion has two shareholders: M31 and RWE Alkaios. M31 holds 74.9% of the shares in Amprion and is a consortium of predominantly German institutional financial investors. As a result of the transactions, RWE will also become a shareholder in M31. RWE Alkaios, a joint venture between RWE and Apollo Global Management, holds the remaining 25.1% in Amprion. After completion of all acquisitions, RWE’s total pro rata share in Amprion will amount to 55%.

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