EQS-CMS: Announcement in accordance with Article 5 (1) lit. a) of the Regulation (EU) No. 596/2014 and Article 2 (1) of the Delegated Regulation (EU) 2016/1052

Announcement in accordance with Article 5 (1) lit. a) of the Regulation (EU) No. 596/2014 and Article 2 (1) of the Delegated Regulation (EU) 2016/1052

With Ad hoc Release dated November 12, 2024, RWE Aktiengesellschaft announced a share buyback program with a volume of up to EUR 1.5 billion to be completed within 18 months. The sole purpose of the share buyback program is to reduce the capital of RWE Aktiengesellschaft. The repurchased shares are therefore to be cancelled. The buyback program will be implemented in three tranches of EUR 500 million each.

The following is announced with regard to the execution of the first tranche:

The buyback of the first tranche will begin on November 28, 2024. In the period up to May 28, 2025 at the latest, shares in the company with a value of up to EUR 500,000,000.00 (excluding transaction costs), but not exceeding 74,384,121 shares (corresponding to just under 10% of the share capital) via the electronic trading system of the Frankfurt Stock Exchange (Xetra) and via selected multilateral trading systems within the European Union.

The buyback will be carried out on the basis of and in accordance with the authorisation granted by the Annual General Meeting of RWE Aktiengesellschaft on May 4, 2023. Under this authorisation, the company is authorised, in accordance with Section 71, Paragraph 1, No. 8 of the German Stock Corporation Act, to buy back shares up to a maximum of 10% of its capital stock at the time of the resolution on the authorisation or – if this figure is lower – at the time the authorisation is exercised. The purchase price per share (excluding transaction costs) paid by the company under the present buyback program may not deviate by more than 10 % from the arithmetic mean of the closing bidding prices of RWE shares in Xetra (or on a system replacing the Xetra system with comparable functionality) on the Frankfurt Stock Exchange on the last three stock market trading days prior to the purchase or – if earlier – prior to entering into a purchase obligation. The authorisation is valid until May 3, 2025. Subject to the approval of a new authorisation by the Annual General Meeting on April 30, 2025, the buyback will be continued under this new authorisation.

The buyback will be carried out in accordance with Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 and Commission Delegated Regulation (EU) 2016/1052 Commission of March 8, 2016 and the specifications contained in the share buyback program. Accordingly, the shares will not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. On any trading day, no more than 25% of the average daily trading volume on the exchange on which the purchase is carried out may be purchased. The average daily trading volume is based on the average daily trading volume of the 20 trading days preceding the relevant purchase date.

RWE Aktiengesellschaft has commissioned a credit institution to lead-manage the buyback program, which is subject to the aforementioned regulations. The credit institution will make its decisions concerning the timing of the purchase of shares independently of RWE Aktiengesellschaft. RWE Aktiengesellschaft's right to terminate the mandate prematurely and/or to transfer the order to one or more other credit institutions, in compliance with the insider law provisions of Regulation (EU) No. 596/2014, remains unaffected.

The buyback program can be stopped, interrupted and continued at any time, to the extent necessary and legally permissible.

Information relating to transactions under the buyback program will be disclosed in accordance with the applicable legal provisions. The company will provide regular updates on the progress of the buyback program on www.rwe.com/sharebuyback.

Essen, November 2024

RWE Aktiengesellschaft

The Executive Board