On 15 September 2015, RWE Aktiengesellschaft has undertaken to the holders
from time to time of the below listed securities as third party
beneficiaries according to § 328 para. 1 BGB (German Civil Code) (the
'Undertaking to effect a Tender Offer') that it will make a tender offer
pursuant to which it will offer to repurchase the securities at their
respective principal amounts plus any interest accrued until the day of
completion of the repurchase if a change of control event has occurred (as
defined in the Undertaking to effect a Tender Offer). The Undertaking to
effect a Tender Offer of RWE Aktiengesellschaft replaces an undertaking to
effect a tender offer dated 24. September 2010, which was time limited and
which expires on 28 September 2015 upon the repayment of the hybrid bond
issued on 28. September 2010 (ISIN XS0542298012).

Beginning and end of the tender offer will be published by RWE
Aktiengesellschaft immediately
after the change of control event has occurred. The new Undertaking to
effect a Tender Offer of RWE Aktiengesellschaft expires upon the redemption of its
hybrid bonds issued on 21 April 2015 (ISIN XS1219498141) unless the
redemption will be made following a call of RWE Aktiengesellschaft for
reasons of a change of control pursuant to the terms and conditions of the
hybrid bonds (ISIN XS1219498141). In that case the Undertaking to effect a
Tender Offer expires
180 days after the occurrence of a change of control pursuant to the terms
and conditions of the hybrid bonds (ISIN XS1219498141), but not later than
120 days after the
occurrence of a change of control event.

(i) EUR 850,000,000 6.25 per cent. Notes of RWE Finance B.V. issued on 20
April 2001, due on 20 April 2016, ISIN XS0127984747;
(ii) GBP 570,000,000 6.5 per cent. Notes of RWE Finance B.V. issued on 20
April 2001, due on 20 April 2021, ISIN XS0127992336;
(iii) GBP 760,000,000 6.25 per cent. Notes of RWE Finance B.V. issued on 26
April 2002, due on 3 June 2030, ISIN XS0147048762;
(iv) EUR 100,000,000 Floating Rate Notes of RWE Aktiengesellschaft issued
on 15 November 2002, due on 15 November 2017, ISIN XS0158243013;
(v) EUR 600,000,000 5.75 per cent. Notes of RWE Aktiengesellschaft issued
on 14 February 2003, due on 14 February 2033, ISIN XS0162513211;
(vi) GBP 487,500,000 5.625 per cent. Notes of RWE Finance B.V. issued on
3 July 2003, due on 6 December 2023, ISIN XS0170732738;
(vii) EUR 980,000,000 5.125 per cent. Notes of RWE Finance B.V. issued on
23 July 2003, due on 23 July 2018, ISIN XS0172851650;


For the complete text of the Undertaking to effect a Tender Offer please
see:
http://www.rwe.com/web/cms/en/1775762/rwe/investor-relations/bonds/financi
al-instruments/rwe-bonds-at-a-glance/


Essen, 15 September 2015

RWE Aktiengesellschaft