Obligation RWE Energie 7% ( XS0767140022 ) en USD

RWE Energie

100 % ⇌

Allemagne

XS0767140022 ( en USD )

7% par an ( paiement semestriel )

11/10/2072

Prospectus brochure de l'obligation RWE AG XS0767140022 en USD 7%, échéance 11/10/2072

2 000 USD

1 000 000 000 USD

12/04/2026 ( Dans 119 jours )

RWE AG est une société énergétique allemande intégrée, active dans la production et la fourniture d'électricité, de gaz et de solutions énergétiques renouvelables.

L'Obligation émise par RWE Energie ( Allemagne ) , en USD, avec le code ISIN XS0767140022, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/10/2072

Prospectus
20 July 2015

RWE Aktiengesellschaft
(Essen, Federal Republic of Germany)
Subordinated Hybrid Capital Securities
RWE Aktiengesellschaft ("RWE" or the "Issuer") will issue Hybrid Capital Securities (the "Subordinated Notes") with an aggregate
principal amount of USD [] (the "Aggregate Principal Amount") on 30 July 2015 (the "Issue Date") at an issue price of [] % of the
Aggregate Principal Amount.
The Subordinated Notes will bear interest (referred to in the terms and conditions of the Subordinated Notes (the "Terms and
Conditions" as "Remuneration") from and including the Issue Date to (but excluding) 30 March 2026 (the "First Call Date") at a rate
of [] % per annum, payable annually in arrear on 30 March in each year, commencing on 30 March 2016 and ending on the First Call
Date. Thereafter, and unless previously redeemed, the Subordinated Notes, will bear Remuneration (i) from and including the First Cal
Date to (but excluding) 30 March 2046 (the "Second Modified Reset Remuneration Date") at the respective First Reset
Remuneration Rate (each as defined in § 4(2)(a) of the Terms and Conditions) payable annually in arrear on 30 March in each year,
commencing on 30 March 2027 and ending on the Second Modified Reset Remuneration Date, (ii) from and including the Second
Modified Reset Remuneration Date to but excluding the immediately following Reset Date (each as defined in § 4(2) of the Terms and
Conditions) and thereafter from each Reset Date (including) to the next following Reset Date at the respective Second Modified Reset
Remuneration Rate (each as defined in § 4(2)(c) of the Terms and Conditions) payable annually in arrear on 30 March in each year,
commencing on 30 March 2047 and on the Final Maturity Date for the period from 30 March 2075 (including) to the Final Maturity Date
(excluding) (short last Remuneration period).
Upon the occurrence of a Downgrade (as defined in § 4(4) of the Terms and Conditions) following a Change of Control (as defined in
§ 5(7) of the Terms and Conditions), the rate of remuneration payable on the Subordinated Notes may be increased by additional
5.00 % per annum above the otherwise Prevailing Remuneration Rate (as set out in § 4(4) of the Terms and Conditions).
The Issuer is entitled to defer payments of Remuneration on any Remuneration Payment Date (as defined in the Terms and
Conditions). The Issuer may pay such Deferred Remuneration Payments (in whole but not in part) at any time upon due
notice (as set out in § 4(6)(a) of the Terms and Conditions) and it shall pay such Deferred Remuneration Payments (in whole,
but not in part) under certain other circumstances (as set out in § 4(6)(b) of the Terms and Conditions). Such Deferred
Remuneration Payments will not bear interest themselves.
The Subordinated Notes are long-term securities and the Issuer is under no obligation to redeem the Subordinated Notes at any time
prior to the Final Maturity Date. The Subordinated Notes are redeemable in whole but not in part only at the option of the Issuer on the
First Call Date, as the case may be, and thereafter on every Remuneration Payment Date (as set out in § 5 of the Terms and
Conditions) at their Aggregate Principal Amount plus any Remuneration accrued and any Deferred Remuneration Payments. The
Issuer may also redeem the Subordinated Notes in whole but not in part at any time upon the occurrence of a Gross-up Event, a
Tax Event, a Rating Agency Event (each as defined in § 5(3) of the Terms and Conditions) or a Change of Control (as defined in
§ 5(7) of the Terms and Conditions), (i) in the case of a Gross-up Event at their Aggregate Principal Amount plus any Remuneration
accrued to but excluding the Redemption Date (as defined in the Terms and Conditions) and any Deferred Remuneration
Payments (as set out in § 5(2) of the Terms and Conditions), (ii) in the case of a Rating Agency Event, a Tax Event or a Change of
Control (a) at 101 % of their Aggregate Principal Amount if such redemption occurs prior to the respective First Call Date, or (b) at
their Aggregate Principal Amount plus any Remuneration accrued to but excluding the Redemption Date and any Deferred
Remuneration Payments if such redemption occurs on or after the First Call Date. The Subordinated Notes are also subject to early
redemption in the case of minimal Outstanding Aggregate Principal Amount (as defined in § 5(6) of the Terms and Conditions). In the
case of (i) the winding-up, dissolution or liquidation of the Issuer, the obligations of the Issuer under the Subordinated Notes, and (ii)
the insolvency of the Issuer or composition or other proceedings for the avoidance of insolvency of the Issuer, the rights of the Holders
towards the Issuer, shall be subordinated to the claims of all unsubordinated and subordinated creditors of the Issuer (as set out in § 3
of the Terms and Conditions).
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "Commission"), which is the
Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended, (the "Prospectus Directive"), for its approval
of this Prospectus. This Prospectus constitutes a prospectus within the meaning of Article 5.3 of the Prospectus Directive and will be
published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of RWE Group
(www.rwe.com). Application has been made to list the Subordinated Notes on the official list of the Luxembourg Stock Exchange and
to admit them to trading on the regulated market "Bourse de Luxembourg", which is a regulated market for the purposes of the Market
in Financial Instruments Directive 2004/39/EC, as amended, (the "Regulated Market"). The Subordinated Notes will be issued in
bearer form in denominations of USD 2,000.
The Issuer has requested the Commission in its capacity as competent authority under the Luxembourg act relating to prospectuses
for securities (Loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Act"), which implements the Prospectus
Directive into Luxembourg law, to provide the competent authorities in the Federal Republic of Germany, The Netherlands and the
Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg
Act (each a "Notification"). By approving a prospectus, the Commission shall give no undertaking as to the economic and financial
soundness of the operation or the quality or solvency of the issuer pursuant to Article 7(7) of the Luxembourg law on prospectuses for
securities.
The Subordinated Notes have been assigned the following securities codes: ISIN XS1254119750, Common Code
125411975, WKN A13SHX
The issue price, Aggregate Principal Amount, fixed rate of remuneration and the issue proceeds of the Subordinated Notes, will be
included in the Pricing Notice (as defined in "Subscription, Offer and Sale of the Subordinated Notes") which will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) on the pricing date which is expected to be on or about 23 July2015.

Joint Lead Managers

Goldman Sachs International
HSBC
UBS Investment Bank

2
RESPONSIBILITY STATEMENT
RWE Aktiengesellschaft ("RWE" or the "Issuer", together with its consolidated group companies, the "RWE
Group") accept responsibility for the information given in this Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.
The Issuer further confirms that: (i) this Prospectus contains all information with respect to the Issuer and RWE
Group as well as to the Subordinated Notes which is material in the context of the issue and offering of the
Subordinated Notes, including all information which according to the particular nature of the Issuer and of the
Subordinated Notes is necessary to enable investors and their investment advisors to make an informed
assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and
RWE Group and of the rights attached to the Subordinated Notes; (ii) the statements contained in this
Prospectus relating to the Issuer, RWE Group and the Subordinated Notes are in every material particular true
and accurate and not misleading; (iii) any opinions and intentions expressed herein are honestly held and
based on reasonable assumptions (iv) there are no other facts in relation to the Issuer, RWE Group and the
Subordinated Notes the omission of which would, in the context of the issue and offering of the Subordinated
Notes, make any statement in the Prospectus misleading in any material respect; and (v) reasonable enquiries
have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement(s) and each of the
documents incorporated herein by reference.
No person is authorised to give any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must not be relied upon as having
been authorised by or on behalf of the Issuer or the managers set forth on the cover page (each a "Manager"
and together, the "Managers"). None of the Managers has independently verified the Prospectus and none of
them assumes any responsibility for the accuracy of the information and statements contained in this
Prospectus and no representations express or implied are made by the Managers or their affiliates as to the
accuracy and completeness of the information and statements herein. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the financial situation of the Issuer or RWE Group since the date of this Prospectus, or, as the case
may be, the date on which this Prospectus has been most recently supplemented, or that the information herein
is correct at any time since the date of this Prospectus or, as the case may be, the date on which this
Prospectus has been most recently supplemented.
Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer, is responsible
for the information contained in this Prospectus or any other document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons makes
any representation or warranty or accepts any responsibility as to the accuracy and completeness of the
information contained in any of these documents. The Managers have not independently verified any such
information and accept no responsibility for the accuracy thereof.
Each investor contemplating purchasing any Subordinated Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer.
This Prospectus does not constitute an offer of Subordinated Notes or an invitation by or on behalf of the Issuer
or the Managers to purchase any Subordinated Notes. Neither this Prospectus nor any other information
supplied in connection with the Subordinated Notes should be considered as a recommendation by the Issuer
or the Managers to a recipient hereof and thereof that such recipient should purchase any Subordinated Notes.
The distribution of this Prospectus and the offering, sale and delivery of Subordinated Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to
inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the
European Economic Area in general, the United States of America and the United Kingdom and Northern

3
Ireland see "Selling Restrictions". In particular, the Subordinated Notes have not been and will not be registered
under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the
United States of America; subject to certain exceptions, Subordinated Notes may not be offered, sold or
delivered within the United States of America or to U.S. persons.
The language of the Prospectus is English. The German versions of the English language Terms and
Conditions are shown in the Prospectus for additional information. As to form and content and all rights and
obligations of the Holders and the Issuer under the Subordinated Notes to be issued, German is the controlling
legally binding language.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful
to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any
Subordinated Notes.
In connection with the issue of the Subordinated Notes, Goldman Sachs International as the stabilising
manager (the "Stabilisation Manager") (or persons acting on its behalf) may over-allot Subordinated
Notes or effect transactions with a view to supporting the price of the Subordinated Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation action
may begin at any time after the adequate public disclosure of the terms of the offer of the Subordinated
Notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the Issue Date of the Subordinated Notes and 60 days after the date of the allotment of the
Subordinated Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or person(s) acting on its behalf) in accordance with all applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding RWE Group's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including RWE Group's financial condition and
results of operations, to differ materially from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. RWE Group's business is also subject to a number
of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the fol owing sections of
this Prospectus: "Risk Factors" and "RWE Aktiengesellschaft and RWE Group". These sections include more
detailed descriptions of factors that might have an impact on RWE Group's business and the markets in which it
operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuer nor the Managers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or
developments.

4
TABLE OF CONTENTS
Page
Summary
............................................................................................................................................. 5
Section A
Introduction and warnings .................................................................................................... 5
Section B
Issuer ................................................................................................................................... 6
Section C
Notes .................................................................................................................................. 10
Section D
Risks .................................................................................................................................. 15
Risks specific to RWE Aktiengesellschaft as Issuer.................................................................................... 15
Risks specific to the Subordinated Notes .................................................................................................... 16
Section E
Offer ................................................................................................................................... 17
German Translation of the Summary .......................................................................................................... 19
Abschnitt A
Einleitung und Warnhinweise ............................................................................................ 19
Abschnitt B
Die Emittentin ..................................................................................................................... 20
Abschnitt C
Wertpapiere ....................................................................................................................... 24
Abschnitt D
Risiken ............................................................................................................................... 30
Risiken, die der RWE Aktiengesellschaft als Emittentin eigen sind ............................................................ 30
Risiken, die den Wertpapieren eigen sind ................................................................................................... 32
Abschnitt E
Angebot .............................................................................................................................. 33
Risk Factors
........................................................................................................................................... 35
Risk Factors regarding RWE Aktiengesellschaft and RWE Group ............................................................. 35
Risk Factors regarding the Subordinated Notes ......................................................................................... 40
Consent to the Use of the Prospectus ......................................................................................................... 45
Terms and Conditions of the Subordinated Notes ...................................................................................... 46
RWE Aktiengesellschaft as Issuer and RWE Group ................................................................................... 73
Taxation
........................................................................................................................................... 94
Subscription, Offer and Sale of the Subordinated Notes .......................................................................... 101
Selling Restrictions .................................................................................................................................... 103
General Information ................................................................................................................................... 107
Authorisation
......................................................................................................................................... 107
Use of Proceeds ........................................................................................................................................ 107
Listing and Admission to Trading .............................................................................................................. 107
Clearance and Settlement ......................................................................................................................... 107
Credit Rating ......................................................................................................................................... 107
Documents on Display ............................................................................................................................... 107
Documents Incorporated by Reference ..................................................................................................... 109
Comparative Table of Documents Incorporated by Reference ................................................................. 109
Availability of Incorporated Documents ..................................................................................................... 109
Names and Addresses .............................................................................................................................. 110

5
SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type of
Subordinated Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Subordinated
Notes and Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a
short description of the Element is included in the Summary with the mention of "not applicable".

Element
Section A Introduction and warnings
A.1
Warnings Warning
that:
· this Summary should be read as an introduction to the
Prospectus;
· any decision to invest in the Subordinated Notes should be based
on consideration of the Prospectus as a whole by the investor;
· where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member States, have to bear
the costs of translating the Prospectus, before the legal
proceedings are initiated; and
· civil liability attaches only to the Issuer which has tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when
considering whether to invest in the Subordinated Notes.
A.2
Consent to the use of Goldman Sachs International, HSBC Bank plc and UBS Limited (each
the Prospectus
a "Manager" and together, the "Managers") and/or further financial
intermediary subsequently reselling or finally placing the
Subordinated Notes is entitled to use the Prospectus for the
subsequent resale or final placement of the Subordinated Notes
during the period for the subsequent resale or final placement of the
Subordinated Notes from 20 July 2015 to 30 July 2015, provided
however, that the Prospectus is still valid in accordance with Article
11 (2) of the Luxembourg act relating to prospectuses for securities
(Loi relative aux prospectus pour valeurs mobilières), as amended,
which implements Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003, as amended.
The Prospectus may only be delivered to potential investors together
with all supplements published before such delivery. Any supplement
to the Prospectus will be available for viewing in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus, each Manager and/or relevant further
financial intermediary must make certain that it complies with all
applicable laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a Manager and/or further
financial intermediary, the Manager and/or further financial
intermediary shall provide information to investors on the terms
and conditions of the offer at the time of that offer.

6

Element
Section B Issuer

B.1
Legal and commercial
RWE Aktiengesellschaft
name
B.2
Domicile / Legal form /
RWE Aktiengesellschaft ("RWE") is a German stock corporation
Legislation / Country of (Aktiengesellschaft) incorporated under the laws of the Federal
incorporation
Republic of Germany and operates under German law. It has its seat
and is registered in Essen, Germany.
B.4b
Known trends affecting The European energy sector is undergoing fundamental change.
the Issuer and the
Political intervention is making the business challenging. In addition,
industries in which it
the subsidised expansion of renewable energy in Germany is causing
operates
the margins and utilisation of conventional power stations to decline.
All of this is having a significant effect on RWE Group's earnings.
In the past, electricity was generated almost only by large-scale
power plants, whereas the role of the customer was limited to that of
a buyer. Today, more and more households and businesses produce
electricity themselves. In addition, ambitious goals regarding climate
protection, the expansion of renewable energy and energy efficiency
shape the regulatory framework of the energy sector. Comprehensive
reforms of the energy sector are currently on the agendas of
numerous European countries and the European Union.
The RWE Group rises to these challenges by implementing
substantial cost efficiency programs and helping to shape and enable
the change.
B.5 Description
of
the RWE is the parent company of the RWE Group.
Group and the Issuer's
position within the
The RWE Group is divided into seven divisions based on national and
Group
functional criteria:
· Conventional Power Generation
· Supply / Distribution Networks Germany
· Supply Netherlands / Belgium
· Supply United Kingdom
· Central Eastern and South Eastern Europe
· Renewables
· Trading / Gas Midstream
The divisions are supported by in-house service providers: RWE IT,
RWE Group Business Services, RWE Service and RWE Consulting.
RWE as the group's head office concentrates on group-managing
tasks.
On 2 March 2015 RWE AG and the LetterOne Group completed the
sale of RWE Dea AG. The enterprise value was approximately
EUR 5.1 billion.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The audit reports with respect to the consolidated
qualifications in the
financial statements of RWE for the financial years ended
audit report on
31 December 2013 and 31 December 2014 do not include any
historical financial
qualifications.
information

7
B.12
Selected historical key financial information1
Selected Balance Sheet information

Period from 1 Jan. to Financial Year ended Financial Year ended
31 March 2015
31 Dec. 2014
31 Dec. 2013

(unaudited)
(audited)
(audited)

EUR in million
Non-current assets
55,170
54,224
56,905
Current assets
28,974
32,092
24,476
of which: Assets held for sale
-
5,540
-
Assets 84,144
86,316
81,381

Equity 13,624
11,772
12,137
Non-current liabilities
47,659
46,324
47,383
Current liabilities
22,861
28,220
21,861
of which: Liabilities held for sale
-
2,635
-
Equity and liabilities
84,144
86,316
81,381

Selected Income Statement information

Period from
Period from
1 Jan. to
1 Jan. to
Financial Year
Financial Year
31 March 2015 31 March 2014
ended 2014
ended 2013

(unaudited)
(unaudited)
(audited)
(audited)
EUR
in
million
Revenue 13,891
13,450
46,149
49,749
Income from continuing operations
before tax
1,068
1,444
2,246
-2,016
Income
2,346
1,123
2,057
-2,443
of which: Income from discontinued
operations
1,524
42
364
312
Net income / income attributable to
RWE AG shareholders
2,166
995
1,704
-2,757
Basic and diluted earnings per common
and preferred share in EUR
3.52
1.62
2.77
-4.49
of which: from discontinued operations
2.48
0.07
0.59
0.50

Selected Cash Flow Statement information

Period from
Period from
1 Jan. to
1 Jan. to
Financial Year Financial Year ended
31 March 2015 31 March 2014
ended 2014
2013

(unaudited)
(unaudited)
(audited)
(audited)
EUR
in
million
Cash flows from operating activities
CFO -752
157
6,368
5,576
of which: CFO of discontinued
operations
-125
264
812
773
Cash flows from investing activities
(after transfer to contractual trust
1,289
-172
-4,869
-2,338

8
arrangements) CFI
of which: CFI of discontinued
operations
-111
-144
-675
-639
Cash flows from financing activities
CFF -541
-263
-2,200
-1,994
of which: CFF of discontinued
operations
260
-121
-62
-137
Net change in cash and cash
equivalents 23
-277
-693
1,226
Cash and cash equivalents at end of
the reporting period
3,280
3,673
3,171
3,950
of which: reported as "Assets held for

sale"
-
-
-86
-
1 Prior-year figures in audited consolidated financial statements of the RWE Group as at and for the year ended
31 December 2014 and for the interim consolidated financial statements for the interim period ended 31 March 2015
were adjusted due to the first-time Adoption of IFRS 11 and presentation of Dea as a 'discontinued operation'.

No material adverse
There has been no material adverse change in the prospects of RWE
change in the
since 31 December 2014.
prospects of the Issuer
Significant change in Not applicable. There has been no significant change in the financial
the financial and
or trading position of RWE since 31 March 2015.
trading position
B.13 Recent
events
RWE raises additional hybrid capital
In the middle of April 2015, RWE issued a total of EUR 1.25 billion
hybrid bonds with a tenor of 60 years. The issuance targeted both
institutional and retail investors and was conducted in two tranches.
The bonds of the first tranche (EUR 700 million) have a coupon of
2.75 %, an issue price of 99.38 % and may be cancelled by RWE for
the first time five-and-a-half years from their issue date. The second
tranche (EUR 550 million) has a coupon of 3.5 %, an issue price of
100 % and may not be cancelled during the first ten years.
RWE completes the sale of RWE Dea
On 2 March 2015 RWE AG and the LetterOne Group completed the
sale of RWE Dea AG. The enterprise value was approximately
EUR 5.1 billion.
RWE places dividend policy on broader basis
In the middle of December 2014, the Executive Board of RWE AG
decided to realign its dividend policy, a resolution endorsed by the
Supervisory Board. The previous yardstick for the payout ratio, 40 %
to 50 % of recurrent net income, shall become obsolete as of fiscal
2015. From then on, the dividend proposal by the Executive and
Supervisory Boards shall be brought more in line with RWE's general
economic situation and in particular orient itself towards the
company's earnings, operating cash flow and debt position.
Opportunities to invest in growth projects will also be considered.
Nuclear fuel tax: Federal Fiscal Court refuses suspension of
enforcement and the European Court of Justice rules the tax to
comply with European Law
At the end of November 2014, the Federal Fiscal Court (FFC) ruled
that the German nuclear fuel tax must continue to be paid despite
doubts about its legality. It thus overturned the judgments of the
Hamburg and Munich Fiscal Courts, which had ruled in favour of a

9
suspension of the enforcement of the tax payment. Due to the FFC
ruling, RWE Group paid withheld taxes to the German tax authorities
for the Emsland (Lingen) nuclear power station at the end of 2014.
The question whether the tax violates fundamental German or
European law was expressly left unanswered. This is up to the
jurisdiction of the Federal Constitutional Court and the European
Court of Justice (ECJ). The ECJ ruled on 4 June 2015 that the
nuclear fuel tax complies with European law. As yet, no date has
been set for the ruling of the German Constitutional Court.
RWE Group takes unprofitable generation capacity off the market
In view of the significant deterioration in conditions underlying the
conventional electricity generation market, in 2014 RWE Group took
several gas-fired power stations offline temporarily or indefinitely.
RWE Group also expects to take further generation capacity offline in
2015 and subsequent years. This applies to gas-fired, hard coal and
lignite capacity.
RWE Group successful in capacity auctions in the UK
With the exception of one small station, all participating RWE Group
power plants qualified for a subsidy in the first auction for the new UK
capacity market that took place in December 2014. Together, they
account for 8.0 gigawatts (GW) of secured capacity.

B.14
Please see Element B.5
Statement of
Not applicable. RWE is not dependent upon other entities within the
dependency upon other RWE Group.
entities within the
group
B.15 Principal
activities RWE is the parent company of a group of businesses engaged in the
generation, transmission, transport, distribution, trading and sale of
electricity and gas in Germany, the United Kingdom, the Benelux
countries as well as some parts of Central Eastern and South Eastern
Europe (including Turkey). Furthermore, the RWE Group runs a large
trading operation for energy and energy related products in Europe
with supporting activities in the US and Asia.

B.16 Major
Shareholders The results of RWE's recent shareholder identification offer the
fol owing picture of shareholding positions*:
RWEB GmbH
15 %
BlackRock Financial Management, Inc.
5 %
Other institutional shareholders
66 %
Private shareholders
13 %
Employee shareholders
1 %
* Percentages reflect shares in the subscribed capital (as of January 2015)

10
B.17
Credit ratings of the
RWE and the non-subordinated bonds issued by RWE are currently
Issuer or its debt
rated Baa11 by Moody's Investors Service, Ltd. ("Moody's")2,3 and
securities
BBB+1 by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's")4,3 both with negative outlook. The ratings thus
are in the investment-grade rating range. The short term credit ratings
are P-21 and A-21, respectively.

Element
Section C Notes
C.1
Class and type of the
Class
Subordinated Notes /
The Notes are subordinated and unsecured.
Security Identification
Number
Type
Subordinated Hybrid Capital Securities (the "Subordinated Notes")
The security identification numbers of the Subordinated Notes are:
ISIN
XS1254119750
Common Code
125411975
WKN
A13SHX

C.2 Currency

The Subordinated Notes are issued in U.S. Dollar ("USD").
C.5 Restrictions
on
free Not applicable. The Subordinated Notes are freely transferable.
Transferability
C.8
Rights attached to the
Early redemption at the option of the Issuer
Subordinated Notes
The Issuer may call and redeem (in whole but not in part) the
(including ranking of
Subordinated Notes on 30 March 2026 (the "First Call Date") or on
the Subordinated Notes any Remuneration Payment Date (as defined below) thereafter upon
and limitations to those
giving irrevocable notice of redemption to the Holders in accordance
rights)
with the Terms and Conditions at their aggregate principal amount
plus any Remuneration (as defined below) accrued to (but excluding)
the redemption date and any Deferred Remuneration Payments (as
defined below).
Early redemption upon occurrence of a special event
If either a gross-up event, a tax event or a rating agency event
occurs, the Issuer may call and redeem the Subordinated Notes (in
whole but not in part) at any time upon giving irrevocable notice in
accordance with the Terms and Conditions.
If the Subordinated Notes are called by the Issuer upon the
occurrence of a gross-up event, the Subordinated Notes will be
redeemed at their aggregate principal amount plus any Remuneration
accrued to but excluding the redemption date and any Deferred
Remuneration Payments.

1
A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity
being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the rating agency at any time.
2
Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation").
3 The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/Listregistered-and-
certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five
working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall
publish that updated list in the Official Journal of the European Union within 30 days following such update.
4
Standard & Poor's is established in the European Community and is registered under the CRA Regulation.