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Notification pursuant to Section 49, Paragraph 1, Sentence 1, Number 2 of the German Securities Trading Act and announcement pursuant to Section 221, Paragraph 2, Sentence 3 of the German Stock Corporation Act

Essen, 03 May 2021

RWE Aktiengesellschaft
Essen

WKN 703712 / ISIN DE0007037129

Notification pursuant to Section 49, Paragraph 1, Sentence 1, Number 2 of the German Securities Trading Act and announcement pursuant to Section 221, Paragraph 2, Sentence 3 of the German Stock Corporation Act

 

1. Authorisation to issue convertible and/or option bonds and to exclude shareholders’ subscription rights
The Annual General Meeting of RWE Aktiengesellschaft of 28 April 2021 has authorised the Executive Board until 27 April 2026, subject to Supervisory Board approval, to issue bearer or registered convertible or option bonds or a combination of these instruments (jointly referred to as "Bonds" taking account of all of the features possible per this resolution) with a total nominal amount of up to EUR 5,000,000,000 with or without a limited maturity and to grant the creditors or holders of such Bonds convertible or option rights to bearer shares in the Company in sum accounting for a prorated share of the capital stock of up to EUR 173,112,330.24 – corresponding to approximately 10% of the current capital stock – in accordance with the conversion or option bond conditions.

The Bonds may be issued in exchange for consideration in cash and/or in kind. They may be issued once or several times, all together or in portions or in several concurrent tranches.

The shareholders are entitled to the statutory subscription right when the Bonds are issued. The Bonds may also be offered to shareholders by way of an indirect subscription right, involving the Bonds being transferred to a bank or a company active in the lending business as defined by Section 53, Paragraph 1, Sentence 1 or Section 53b, Paragraph 1, Sentence 1 or Paragraph 7 of the German Banking Act or a consortium of such companies and/or banks with the instruction to offer them for subscription by the shareholders. However, subject to Supervisory Board approval, the Executive Board shall be authorised to exclude shareholders' subscription rights in certain cases.

 

2. Formation of conditional capital and corresponding amendment to the Articles of Incorporation
The Annual General Meeting of 28 April 2021 also resolved that the capital stock shall be conditionally increased by up to EUR 173,112,330.24, divided into up to 67,622,004 bearer shares in accordance with the detailed provisions of Agenda Item 10 as published in the German Federal Gazette on 16 March 2021 and to amend Section 4 Paragraph 3 of the Articles of Incorporation accordingly. The Conditional Capital shall serve the purpose of granting shares to the holders of convertible and/or option bonds that are issued pursuant to the aforementioned authorisation. The conditional capital shall become effective upon entry of the amendment to Section 4 Paragraph 3 of the Articles of Incorporation of RWE Aktiengesellschaft in the Commercial Register of the Essen District Court (HRB 14525).

The full wording of the resolutions can be found under Agenda Item 10 of the notice convening the Annual General Meeting, which was published in the German Federal Gazette on 16 March 2021.

The resolutions of the Annual General Meeting have been deposited in the Commercial Register of the Essen District Court (HRB 14525).

 

Essen, April 2021

RWE Aktiengesellschaft
The Executive Board