RWE AG

Declaration of Voting Results & Voting Rights Announcements • Sep 10, 2018

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Other Capital Market Information | 10 September 2018 11:43

RWE Aktiengesellschaft: Release of a capital market information

RWE Aktiengesellschaft / Announcement in accordance with Article 5(1a) of
Regulation (EU) 596/2014 and Article 2 of Delegated Regulation (EU)
2016/1052 of the Commission of 8 March 2016

10.09.2018 / 11:43
Dissemination of a Post-admission Duties announcement transmitted by DGAP -
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Announcement in accordance with Article 5(1a) of Regulation (EU) 596/2014
and Article 2 of Delegated Regulation (EU) 2016/1052 of the Commission of 8
March 2016

RWE Aktiengesellschaft intends to acquire a maximum of 500,000 shares in
RWE Aktiengesellschaft (ISIN DE0007037129 (common shares)) in the period
from 7 November 2018 to 14 November 2018 in accordance with Section 71,
Paragraph 1, Item 2 of the German Stock Corporation Act. The share buyback
will be limited to a total purchase price of EUR 13,000,000.00 allocable to
the acquisition of the shares.

The acquisition of these shares serves the sole purpose of meeting
obligations arising from an employee share programme of RWE
Aktiengesellschaft within the meaning of Article 5 (2c) of Regulation (EU)
No. 596/2014. The actual number of shares to be purchased up to the maximum
volume of 500,000 will depend on employee participation in the employee
share programme.

This announcement relates to the acquisition of shares for the employee
share programme in Germany. The share buyback for the employee share
programme in the UK as announced on 23 January 2018 remains unaffected.

RWE Aktiengesellschaft will conduct the acquisition in compliance with
Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and
Council of 16 April 2014 and the applicable provisions of Delegated
Regulation (EU) No. 2016/1052 of the Commission of 8 March 2016.

The buyback will be implemented under the lead of a bank, which will reach
its decision on the timing of the acquisition of the shares independently
and without being influenced by RWE Aktiengesellschaft in accordance with
Article 4(2b) of Delegated Regulation (EU) 2016/1052 of the Commission of 8
March 2016. RWE Aktiengesellschaft will thus not influence the decisions of
the bank. In so doing, the bank will be bound to the provisions applicable
to buyback programmes of Regulation (EU) No. 596/2014 and Articles 2 to 4
of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016.

The buyback will be exclusively conducted via the XETRA trading system of
the Frankfurt Stock Exchange. No orders will be issued during an auction
phase, and the orders issued before the beginning of an auction phase will
not be changed during such phase.

The shares in RWE Aktiengesellschaft will be acquired at market prices in
accordance with the trading provisions stipulated by Article 3 of Delegated
Regulation (EU) 2016/1052 of the Commission of 8 March 2016. Accordingly,
the shares in RWE Aktiengesellschaft will not be acquired at a price
exceeding the higher of the last independent transaction and the current
highest bid on the trading platform on which the acquisition is made.
Furthermore, on any trading day, the bank will not acquire shares
corresponding to more than 25% of the average daily share turnover on the
trading platform on which the acquisition is made. The average daily
turnover will be calculated based on the average daily trading volume on
the 20 trading days leading up to any purchase date.

If necessary and legally permissible, the share buyback programme may be
suspended and resumed at any time.

Information on transactions associated with the share buyback programme
will be published appropriately in both detailed and aggregated form no
later than at the end of the seventh trading day after the day on which
such transactions are executed. Furthermore, RWE Aktiengesellschaft will
report on the course of the share buyback programme on www.rwe.com in
compliance with statutory regulations and ensure that this information
remains available to the public for at least five years from the date of
the announcement.

Essen, September 2018

RWE Aktiengesellschaft

The Executive Board

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10.09.2018 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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 Language:    English
 Company:     RWE Aktiengesellschaft
              Altenessener Str. 35
              45141 Essen
              Germany
 Internet:    www.rwe.com



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