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 first tranche of the buyback program was completed on May 28, 2025, in line with the planned schedule. Under this tranche, 15,835,597 shares were repurchased at a total cost of EUR 500 million.

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

The buyback of the second tranche will begin on June 2, 2025. In the period up to December 2, 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 58,548,524 shares will be repurchased 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 April 30, 2025. 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 a comparable successor system) 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 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 of March 8, 2016. 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, May 2025

RWE Aktiengesellschaft

The Executive Board