Shareholder Rights and Additional Information

Notices concerning shareholder rights

1. Motions to supplement the agenda on request from a minority (Section 122, Paragraph 2 of the German Stock Corporation Act)

   Shareholders with a total share ownership accounting for one twentieth of the company’s capital stock or 500,000.- euros may request the inclusion and announcement of items on the Agenda. Every item added must be accompanied with grounds or a draft resolution.
   
   Requests for supplements must be addressed to the Executive Board and must be received by the company in writing at least 30 days before the General Meeting, not including the date of receipt and the day of the Annual General Meeting. The last admissible date of receipt is thus Sunday, 20 March 2016, 24:00 hours CET. Requests for supplements received after this deadline shall not be considered.
   
   Requests for supplements shall only be considered if applicants prove that they have owned the number of shares needed to meet the minimum share ownership requirement at least three months before the day of the Annual General Meeting.
   
   We kindly request that requests for supplements be communicated to the address specified in the convocation (RWE Aktiengesellschaft, Group Legal & Compliance, Opernplatz 1, 45128 Essen, Germany; or in electronic form pursuant to Section 126a of the German Civil Code via e-mail to: [email protected]).
   
   Motions for supplements to the agenda that are received on time and must be announced will be announced in the Bundesanzeiger (Federal Gazette), published throughout Europe, made accessible on the company’s website and communicated to the shareholders together with the convocation of the Annual General Meeting in accordance with Section 125, Paragraph 1, Sentence 3 of the German Stock Corporation Act immediately after receipt of the request. 

2. Shareholder motions and candidate nominations (Sections 126 and 127 of the German Stock Corporation Act)

   Every shareholder has the right to file a reasoned countermotion against proposals made by the Executive Board and/or the Supervisory Board on any item on the Agenda. Furthermore, every shareholder has the right to nominate candidates for the election of the Supervisory Board members or of the independent auditor during the Annual General Meeting.
   
   Countermotions and candidate nominations received by the company at the address specified in the convocation (RWE Aktiengesellschaft, Group Legal & Compliance, Opernplatz 1, 45128 Essen, Germany, fax: +49-201-12-16640, e-mail: [email protected]) at least 14 days before the General Meeting, not including the date of receipt or the day of the Annual General Meeting, namely no later than Tuesday, 5 April 2016, 24:00 hours CEST, shall be made accessible via the www.rwe.com website (“Annual General Meeting 2016”) along with the shareholder’s name and possibly a statement by management and - as regards countermotions—the grounds.
   
   Pursuant to Section 126, Paragraph 2 of the German Stock Corporation Act, there is no need to make a countermotion and its grounds accessible if
   
   the Executive Board would incriminate itself by making them accessible;
   the countermotion would cause the Annual General Meeting to pass a resolution that would violate the law or Articles of Incorporation;
   the grounds’ major points contain statements which are manifestly false or misleading or the grounds are insulting;
   a countermotion filed by the shareholder on the same issue has already been made accessible to an Annual General Meeting of the company in accordance with Section 125 of the German Stock Corporation Act;
   the shareholder has filed the same countermotion with grounds that are essentially identical in the last five years that has been made accessible to at least two of the company’s Annual General Meetings in the last five years in accordance with Section 125 of the German Stock Corporation Act and the countermotion was upheld by less than one-twentieth of the company’s represented capital stock;
   the shareholder indicates that he or she will not attend the Annual General Meeting or be represented there; or
   the shareholder has failed to file a countermotion communicated by him or her at two Annual General Meetings in the last two years.
   The same applies analogously to making candidate nominations accessible. Furthermore, candidate nominations need not be made accessible if they do not include the name, current profession and domicile of the nominated candidate and when nominating candidates for the Supervisory Board elections information on their membership in other legally mandated supervisory boards or comparable domestic and foreign supervisory bodies of business untertakings. Unlike countermotions as defined by Section 126, Paragraph 1 of the German Stock Corporation Act, candidate nominations need not be reasoned.
   
   Grounds provided for countermotions and candidate nominations need not be made accessible if they exceed a length of 5,000 characters. If several shareholders file countermotions on the same subject matter of a resolution or nominate the same candidate, the Executive Board may combine the countermotions and candidate nominations as well as their grounds.
   
   The right of every shareholder to nominate candidates for the election of the independent auditor during the Annual General Meeting without having informed the company of the nomination in advance or before the deadline shall remain unaffected by this.

3. Shareholder right to information (Section 131, Paragraph 1 of the German Stock Corporation Act)

   Pursuant to Section 131, Paragraph 1 of the German Stock Corporation Act, every shareholder must be informed of the company’s affairs on request at the Annual General Meeting to the extent necessary to objectively assess the subject matter of items on the Agenda. The Executive Board’s obligation to provide information also includes the legal and business transactions between the company and its affiliates as well as the state of the Group and its consolidated companies (cf. Section 131, Paragraph 1, Sentence 2 and Sentence 4 of the German Stock Corporation Act).
   
   Pursuant to Section 131, Paragraph 3, Sentence 1 of the German Stock Corporation Act, the Executive Board may refuse to provide information if

   1. applying the prudence of an ordinary businessman, providing such information would put the company or one of its affiliates at a disadvantage that is not immaterial;
   2. it relates to tax assessments and the amount of individual taxes
   3. it relates to the difference between a figure at which items have been recognised in the financial statements and a higher figure for these items, unless the financial statements are adopted by the Annual General Meeting;
   4. it relates to the accounting and measurement methods insofar as the statement of these methods in the notes suffices to give a true and fair view of the net assets, financial position and results of operations of the company in accordance with Section 264, Paragraph 2 of the German Commercial Code. This shall not apply if the financial statements are adopted by the Annual General Meeting;
   5. providing such information would cause the Executive Board to incriminate itself;
   6. such information is made available on the company’s website at least seven days before the Annual General Meeting and during it.

   Pursuant to Section 131, Paragraph 3, Sentence 2 of the German Stock Corporation Act, the information may not be withheld for other reasons.