Shareholder rights and additional information

Shareholders with a total share ownership accounting for one twentieth of the company’s capital stock, or EUR 500,000, 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 or the day of the Annual General Meeting. The last admissible date of receipt is thus Tuesday, 2 April 2019, 24.00 hours CEST. 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 90 days prior to the date on which the request for the supplement has been received and that they will hold the shares until the Executive Board decides on the request for a supplement.

We kindly ask that requests for supplements be communicated to the address specified in the convocation (RWE Aktiengesellschaft (Executive Board), Legal, Altenessener Straße 35, 45141 Essen, Germany; or in electronic form pursuant to Section 126a of the German Civil Code via e-mail to: [email protected]).

Requests for supplements to the Agenda that are received on time and must be announced will be published in the Bundesanzeiger (Federal Gazette), published throughout Europe, and made accessible on the company’s website immediately upon receipt, and communicated to the shareholders together with the convocation of the Annual General Meeting.

Every shareholder has the right to file a 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 independent auditors during the Annual General Meeting.

Countermotions and candidate nominations that must be made available and are received by the company at the address specified in the convocation (RWE Aktiengesellschaft, Legal, Altenessener Straße 35, 45141 Essen, Germany, fax: +49-201-5179 5190, 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, i.e. no later than Thursday, 18 April 2019, 24.00 hours CEST, shall be published via the www.rwe.com website (“Annual General Meeting 2019”) along with the shareholder’s name, the grounds, if given, and possibly a statement by management.

Pursuant to Section 126, Paragraph 2 of the German Stock Corporation Act, there is no need to make accessible a countermotion and its grounds, if given, if

1. the Executive Board would incriminate itself by making them accessible;
2. the countermotion would cause the Annual General Meeting to pass a resolution that would violate the law or Articles of Incorporation;
3. the grounds’ major points contain statements which are manifestly false or misleading or the grounds are insulting;
4. 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;
5. the shareholder has filed the same countermotion with grounds that are essentially identical before and it 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;
6. the shareholder indicates that he or she will not attend the Annual General Meeting or be represented there; or
7. 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. 

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 as well as their grounds.

The right of every shareholder to file countermotions to any Agenda item or nominate candidates for the election of the independent auditors during the Annual General Meeting without having informed the company in advance or before the deadline shall remain unaffected by this.

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, Sentences 2 and 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 through 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.

Shareholders with a total share ownership accounting for one twentieth of the company‘s capital stock, or EUR 500,000, may request the inclusion and announcement of items on the Agenda. Moreover, holders of preferred shares with a total share ownership accounting for one tenth of the shares entitled to a vote on the special resolution may request the announcement of special voting items for the Preferred Shareholders Meeting (cf. Section 138 Sentence 3 of the German Stock Corporation Act). Each item added must be accompanied by grounds or a draft resolution.

Requests for supplements must be addressed to the company‘s Executive Board and received by the company in writing at least 30 days before the Annual General Meeting, not including the date of receipt or the day of the Annual General Meeting. The last admissible date of receipt is thus 24.00 hours CEST on Tuesday, 2 April 2019. 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 shares in relation to the minimum shareholding at least 90 days prior to the date on which the request for the supplement has been received and that they will hold the shares until the Executive Board decides on the request. 

We kindly ask that requests for supplements be communicated to the address stated in the convocation (RWE Aktiengesellschaft, Legal, Altenessener Straße 35, 45141 Essen, Germany, or in electronic format pursuant to Section 126a of the German Civil Code by e-mail to: [email protected]).

Requests for supplements to the Agenda that are received on time and must be announced will be published in the Bundesanzeiger (Federal Gazette), published throughout Europe, and made accessible on the company’s website immediately upon receipt, and communicated to the shareholders together with the convocation of the Preferred Shareholders Meeting.

Every preferred shareholder has the right to file a countermotion against proposals made by the Executive Board and/or Supervisory Board on any item of the Agenda of the Preferred Shareholders Meeting.

Countermotions that must be made available and are received by the company at the address stated in the convocation (RWE Aktiengesellschaft, Legal, Altenessener Straße 35, 45141 Essen, Germany, fax +49 201 5179 5190, e-mail: [email protected]) at least 14 days before the Meeting, not including the date of receipt or the day of the Meeting, i.e. no later than 24.00 hours CEST on Thursday, 18 April 2019, shall be made accessible via the www.rwe.com website (“Annual General Meeting 2019”) along with the shareholder’s name, the grounds, if given, and possibly a statement by management.

Pursuant to Section 126, Paragraph 2 of the German Stock Corporation Act, there is no need to make a countermotion and its grounds, if applicable, accessible under certain conditions, which apply for the Preferred Shareholders Meeting accordingly, if: 

1. the Executive Board would incriminate itself by making them accessible;
2. the countermotion would cause the Annual General Meeting to pass a resolution that would violate the law or Articles of Incorporation;
3. the grounds’ major points contain statements which are manifestly false or misleading or the grounds are insulting;
4. 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;
5. the shareholder has filed the same countermotion with grounds that are essentially identical before and it 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;
6. the shareholder indicates that he or she will not attend the Annual General Meeting or be represented there; or
7. the shareholder has failed to file a countermotion communicated by him or her at two Annual General Meetings in the last two years.

Grounds provided for countermotions 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, the Executive Board may combine the countermotions as well as their grounds.

The right of every preferred shareholder to file countermotions during the Preferred Shareholders Meeting without having communicated them to the company in advance or before the deadline remains unaffected. 

Candidate nominations in accordance with Section 127 of the German Stock Corporation cannot be made for the Preferred Shareholders Meeting as these cannot be the subject of a resolution passed by preferred shareholders.

Every preferred shareholder must be informed by the Executive Board of the company’s affairs on request at the Preferred Shareholders 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 relations between the company and its affiliates as well as the state of the Group and its consolidated companies (cf. Section 131, Paragraph 1, Sentences 2 and 4, and Section 138 of the German Stock Corporation Act).

Pursuant to Section 131, Paragraph 3, Sentence 1 and Section 138 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.

In accordance with Section 131, Paragraph 3, Sentence 2 and Section 138 of the German Stock Corporation Act, the information may not be withheld for any other reason.