Shareholder rights notice

• 1. Requests for supplements to the Agenda from a minority (Section 122, Paragraph 2 of the German Stock Corporation Act)

  Shareholders who hold a combined one-twentieth of the Company's capital stock or a prorated share of 500,000 euros may request that items be placed on the Agenda and announced. Every item added must be accompanied with grounds or a draft resolution.

  Requests for supplements to the Agenda must be directed to the Company's Executive Board and received by the Company at least 30 days before the Annual General Meeting, excluding the date of receipt and the day of the Annual General Meeting. The last admissible date of receipt is thus Tuesday, 26 May 2020, 24:00 hours CEST.  Requests for supplements to the Agenda received after this date shall not be considered.

  Requests for supplements to the Agenda shall only be considered if applicants prove that they have owned the required minimum number of shares at least 90 days prior to the date on which the request for supplement has been received and that they will hold the shares until the Executive Board decides on the request for a supplement.

  We ask that requests for supplements to the Agenda be sent to the address provided in the invitation (RWE Aktiengesellschaft, Legal & Insurance, RWE Platz 1, 45141 Essen, Germany, or in electronic form in accordance with Section 126a of the German Civil Code via e-mail to:  HV2020.Antraege@rwe.com).

  All requests for supplements that must be made available shall be published in the German Federal Gazette immediately upon receipt and disseminated throughout Europe, posted to the Company's website, and communicated to the shareholders together with the convocation of the Annual General Meeting.

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

  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: HV2020.Antraege@rwe.com) 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.

• Shareholder right to information (Section 131, Paragraph 1 of the German Stock Corporation Act) and opportunity for shareholders to ask questions (Section 1, Paragraph 2, Sentence 1, Item 3 of the German Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 pandemic ('German COVID-19 Act'))

  Shareholders will have the opportunity to ask questions to be answered in the virtual Annual General Meeting by means of electronic communication in accordance with Section 1, Paragraph 2, Sentence 1, Item 3 of the German COVID-19 Act. In line with Section 1, Paragraph 2, Sentence 2 of the German COVID-19 Act, the Executive Board shall decide at its duty-bound, free discretion which questions it wishes to respond to. Furthermore, the Executive Board may stipulate that questions must be submitted by means of electronic communication no later than two days prior to the Annual General Meeting. The Executive Board of RWE Aktiengesellschaft has exercised this option with the approval of the Supervisory Board.

  Shareholders who have duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation may thus submit questions via the web-based InvestorPortal by no later than two days prior to the Annual General Meeting, excluding the date of receipt and the day on which the Annual General Meeting is held, i.e. by no later than Tuesday, 23 June 2020, 24:00 hours CEST. Shareholders can access the portal via this web page. The system can be used by providing the information printed on the participation ticket that is sent to all shareholders duly requesting a participation ticket by their depositary bank.

  Shareholders do not have a right to information pursuant to Section 131, Paragraph 1 of the German Stock Corporation Act during the Annual General Meeting, which will be held without the shareholders or their authorised representatives attending.

• 4. Shareholder right to file an objection (Section 1, Paragraph 2, Sentence 1, Item 4 of the German COVID-19 Act)

  Deviating from Section 245, Item 1 of the German Stock Corporation Act and the need to be physically present at the Annual General Meeting thus being waved, shareholders who have duly registered for the Annual General Meeting and furnished proof of share ownership in compliance with the requirements set out in the invitation may file a minuted objection by means of electronic communication to a resolution adopted by the Annual General Meeting. Objections can be filed via the web-based InvestorPortal for the duration and right up to the end of the Annual General Meeting. Shareholders can access the portal via this web page. This system can only be used by entering the information provided on the participation ticket that is sent to all shareholders duly requesting a participation ticket by their depositary bank.