Obligation RWE Energie 0.5% ( XS2412044567 ) en EUR

RWE Energie

100 % ▲

Allemagne

XS2412044567 ( en EUR )

0.5% par an ( paiement annuel )

26/11/2028 - Obligation échue

Prospectus brochure de l'obligation RWE AG XS2412044567 en EUR 0.5%, échue

1 000 EUR

750 000 000 EUR

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'analyse détaillée d'une émission obligataire révèle les caractéristiques d'un titre de créance émis par RWE AG, identifié sous le code ISIN XS2412044567. RWE AG est une entreprise énergétique internationale de premier plan basée en Allemagne, reconnue comme l'un des principaux acteurs européens dans la production d'électricité et le commerce d'énergie, fortement engagée dans la transition vers un portefeuille décarboné et les énergies renouvelables. Cette obligation, libellée en Euros (EUR) et émise depuis l'Allemagne, présentait un taux d'intérêt nominal de 0,5% et avait été lancée pour une taille totale de l'émission de 750 000 000 EUR, avec une taille minimale de souscription de 1 000 EUR par lot. Sa maturité était fixée au 26 novembre 2028, et le paiement des intérêts s'effectuait annuellement. Conformément à ses termes, cette obligation est arrivée à échéance et a été intégralement remboursée à 100% de sa valeur nominale, confirmant ainsi la bonne fin de son cycle de vie financier et le respect des engagements de l'émetteur envers les porteurs.

Debt Issuance Programme Prospectus
dated 28 April 2023
This document constitutes a base prospectus (the "Debt Issuance Programme Prospectus" or the "Prospectus") for the purposes
of Article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the
"Prospectus Regulation") and the Luxembourg act relating to prospectuses for securities of 16 July 2019 (Loi du 16 juillet 2019
relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129) (the "Luxembourg Law") of
RWE Aktiengesellschaft in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-
Equity Securities").

RWE Aktiengesel schaft
(Essen, Federal Republic of Germany)
as Issuer
10,000,000,000
Debt Issuance Programme
(the "Programme")

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "Commission") of the Grand
Duchy of Luxembourg as competent authority under the Prospectus Regulation. The Commission only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this Prospectus.
Investors should make their own assessment as to the suitability of investing in the Notes. By approving this Prospectus, the
Commission shal give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the
issuer pursuant to Article 6(4) of the Luxembourg Law.
Application has been made to list Notes issued under the Programme on the official list of the Luxembourg Stock Exchange and to
trade Notes on the Regulated Market or on the professional segment of the Regulated Market "Bourse de Luxembourg". The
Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Market in Financial Instruments
Directive 2014/65/EU, as amended (the "Regulated Market"). Notes issued under the Programme may also be listed on the Frankfurt
Stock Exchange or may not be listed at all.
The Issuer has requested the Commission in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg Law to provide the competent authorities in the Federal Republic of Germany ("Germany"), The Netherlands, the
Republic of Austria and the Republic of Ireland with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Prospectus Regulation ("Notification"). The Issuer may request the Commission to provide competent authorities
in additional Member States within the European Economic Area with a Notification pursuant to Article 25 of the Prospectus
Regulation.

Arranger and Dealer
Deutsche Bank

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the
website of RWE Group (https://www.rwe.com/en/investor-relations/bonds-and-rating/further-financing-instruments/). This Prospectus
succeeds the Prospectus dated 6 May 2022. It is valid for a period of twelve months after its approval. The validity ends upon
expiration of 28 April 2024. There is no obligation to supplement the Prospectus in the event of significant new factors,
material mistakes or material inaccuracies when the Prospectus is no longer valid.

2
RESPONSIBILITY STATEMENT
RWE Aktiengesellschaft ("RWE" together with its consolidated group companies, the "RWE Group" or the
"Group") with its registered office in Essen, Germany (herein also cal ed the "Issuer") accepts responsibility for
the information given in this Prospectus and for the information which wil be contained in the Final Terms (as
defined herein).
The Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus for
which it is responsible is, in accordance with the facts and makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference. Full information on the Issuer and any tranche of Notes is only
available on the basis of the combination of the Prospectus and the relevant Final Terms (as defined herein).
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains al information which
is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of the Issuer and the rights attaching to the Notes which is material in the context
of the Programme; that the information contained herein with respect to the Issuer and the Notes is accurate and
complete in all material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held and based on reasonable assumptions; that there are no other facts with respect to the Issuer or
the Notes, the omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuer has made all reasonable enquiries to
ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers to supplement this Prospectus or publish a new Prospectus (i) if and
when the information herein should become materially inaccurate or incomplete and (i ) in the event of any
significant new factor, material mistake or material inaccuracy relating to the information included in this
Prospectus in respect of Notes issued on the basis of this Prospectus which is capable of affecting the
assessment of the Notes and where approval of the Commission of any such document is required, to have such
document approved by the Commission.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied by the
Issuer or any other information in the public domain and, if given or made, such information must not be relied
upon as having been authorised by the Issuer, the Dealers or any of them.
To the extent permitted by the law of any relevant jurisdiction, neither the Arrangers nor any Dealer nor any other
person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this
Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference,
and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents.
This Prospectus is valid for 12 months after its approval and this Prospectus and any supplement hereto as well
as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any
Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue or that there
has been no adverse change in the financial situation of the Issuer since such date or that any other information
supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America, the European Economic Area in general, the United Kingdom of Great
Britain and Northern Ireland ("UK") and Japan see "Selling Restrictions". In particular, the 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, Notes may not be offered, sold
or delivered within the United States of America or to U.S. persons.
MIFID I product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "MiFID II Product Governance" which wil outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing or

3
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID I ") is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to the Financial Conduct Authority (FCA) Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance
Rules. Furthermore, the Issuer is not a manufacturer or distributor for the purposes of MiFID II.
PRI Ps REGULATION / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "PROHIBITION OF SALES TO EEA RETAIL INVESTORS", the Notes are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (i ) a customer
within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in
the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs REGULATION / IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any
Notes include a legend entitled "PROHIBITION OF SALES TO UK RETAIL INVESTORS", the Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom of Great Britain and Northern Ireland ("UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (i ) a customer within the meaning of the provisions of the Financial Services
and Markets Authority ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, as amended, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (i i)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law
by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014
as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
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 Notes to be issued, German is the controlling legally binding language if so
specified in the relevant Final Terms.
This Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently resel ing or final y placing Notes
issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the
Prospectus" below.
This Prospectus and any Final Terms 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.

4
This Prospectus and any Final Terms do not constitute an offer or an invitation by or on behalf of the
Issuer or the Dealer(s) to any person to subscribe for or to purchase any Notes.
Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference into this Prospectus or any applicable supplement hereto;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes
and the impact the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential investor's
currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any)
named as stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of a
stabilising manager) may over-allot Notes or effect transactions with a view to supporting the price of
the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin at any time after the adequate public disclosure of
the terms of the offer of the relevant Tranche of the Notes and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of any
stabilising manager(s)) in accordance with all applicable laws and rules.
The information on any website included in the Prospectus, except for the website www.luxse.com in the context
of the documents incorporated by reference, do not form part of the Prospectus and has not been scrutinised or
approved by the Commission.
Interest amounts payable under Floating Rate Notes are calculated by reference to EURIBOR (Euro Interbank
Offered Rate) which is provided by the European Money Markets Institute (EMMI). As at the date of this
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Regulation (EU) 2016/1011 of
8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the
performance of investment funds (as amended from time to time "Benchmark Regulation").
Alternative Performance Measures
Certain financial measures presented in this Prospectus and in the documents incorporated by reference are not
recognised financial measures under International Financial Reporting Standards as adopted by the European
Union ("IFRS") or any other generally accepted accounting principles ("GAAP") ("Alternative Performance
Measures") and may therefore not be considered as an alternative to the financial measures defined in the
accounting standards in accordance with generally accepted accounting principles. The Alternative Performance
Measures are intended to supplement investors' understanding of the Issuer's financial information by providing
measures which investors, financial analysts and management use to help evaluate the Issuer's financial
leverage and operating performance. Special items which the Issuer does not believe to be indicative of ongoing
business performance are excluded from these calculations so that investors can better evaluate and analyse
historical and future business trends on a consistent basis. Definitions of these Alternative Performance
Measures may not be comparable to similar definitions used by other companies and are not a substitute for
similar measures according to IFRS or GAAP.

5
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
makes to the best of its 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", "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 Dealers 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.

6
TABLE OF CONTENTS
Page
General Description of the Programme .............................................................................................................8
Risk Factors .......................................................................................................................................................10
Risk Factors regarding the RWE Group's Business Activities and the RWE Group's Business
Environment ..............................................................................................................................................10
Risk Factors regarding the Notes .............................................................................................................24
RWE Aktiengesellschaft and RWE Group .......................................................................................................30
Statutory Auditors .....................................................................................................................................30
Selected Financial Information..................................................................................................................30
General Information about RWE Aktiengesel schaft .................................................................................31
Business Overview ...................................................................................................................................32
Recent Events...........................................................................................................................................32
The Group's Strategy ................................................................................................................................36
Organisational Structure ...........................................................................................................................39
The Group's Business ...............................................................................................................................40
Environmental, Social and Governance....................................................................................................42
Trend Information......................................................................................................................................45
Economic Environment .............................................................................................................................45
Political and Regulatory Environment .......................................................................................................47
Management and Supervisory Bodies ......................................................................................................51
Major Shareholders...................................................................................................................................53
Financial Information concerning RWE's Assets and Liabilities, Financial Positions and Profits and
Losses.......................................................................................................................................................54
Historical Financial Information .................................................................................................................54
Legal and Arbitration Proceedings ............................................................................................................54
Significant change in RWE Aktiengesellschaft's financial position ...........................................................55
Ratings ......................................................................................................................................................55
Third Party Information .............................................................................................................................55
Additional Information ...............................................................................................................................56
Share Capital ............................................................................................................................................56
Memorandum and Articles of Association.................................................................................................56
Material contracts / Profit and Loss Transfer Agreements ........................................................................56
Consent to the Use of the Prospectus ............................................................................................................57
Issue Procedures ...............................................................................................................................................58
Terms and Conditions of the Notes (English Language Version) . ..............................................................60
Option I - Terms and Conditions that apply to Notes with fixed interest rates ..........................................60
Option II - Terms and Conditions that apply to Notes with floating interest rates .....................................78
Terms and Conditions of the Notes (German Language Version) . ..............................................................97
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ...................................98
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ...........................117
Form of Final Terms ........................................................................................................................................139
Use of Proceeds ..............................................................................................................................................153
Description of Rules Regarding Resolution of Holders ..............................................................................154
Taxation Warning ............................................................................................................................................156
Selling Restrictions .........................................................................................................................................157
General Information ........................................................................................................................................161

7
Interests of Natural and Legal Persons involved in the Issue/Offer ........................................................161
Authorisation ...........................................................................................................................................161
Listing and Admission to Trading ............................................................................................................161
Clearing Systems ....................................................................................................................................161
Documents Available ..............................................................................................................................161
Documents Incorporated by Reference ........................................................................................................163
Availability of Incorporated Documents ........................................................................................................163
Names and Addresses ....................................................................................................................................164

8
GENERAL DESCRIPTION OF THE PROGRAMME
Under this 10,000,000,000 Debt Issuance Programme, RWE may from time to time issue notes (the "Notes")
to Deutsche Bank Aktiengesellschaft as Dealer and to any additional Dealer appointed under the Programme
from time to time by the Issuer, which appointment may be for a specific issue or on an ongoing basis (together,
the "Dealers").
Deutsche Bank Aktiengesel schaft acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the Programme wil
not exceed 10,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount of
the Programme in accordance with the terms of the Dealer Agreement from time to time.
Notes may be issued on a continuing basis to one or more of the Dealers and any additional Dealer appointed
under the Programme from time to time by the Issuer, which appointment may be for a specific issue or on an
ongoing basis. Notes may be distributed by way of public offer or private placements and, in each case, on a
syndicated or non-syndicated basis. The method of distribution of each tranche ("Tranche") wil be stated in the
relevant final terms (the "Final Terms"). Notes may be offered to qualified and non-qualified investors, including
with the restrictions specified in the "PROHIBITION OF SALES TO EEA RETAIL INVESTORS" and/or the
"PROHIBITION OF SALES TO UK RETAIL INVESTORS" legends set out on the cover page of the applicable
Final Terms, if any.
Notes wil be issued in Tranches, each Tranche consisting of Notes which are identical in all respects. One or
more Tranches, which are expressed to be consolidated and forming a single series and identical in all respects,
but having different issue dates, interest commencement dates, issue prices and dates for first interest payments
may form a series ("Series") of Notes. Further Notes may be issued as part of existing Series.
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and
as indicated in the applicable Final Terms save that the minimum denomination of the Notes wil be, if in euro,
1,000, and, if in any currency other than euro, an amount in such other currency nearly equivalent to 1,000
at the time of the issue of the Notes. Subject to any applicable legal or regulatory restrictions and requirements
of relevant central banks, Notes may be issued in euro or any other currency. The Notes wil be freely
transferable.
Notes wil be issued with a maturity of twelve months or more.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued wil be determined at the time of pricing on the basis
of a yield which will be determined on the basis of the orders of the investors which are received by the Dealers
during the offer period. Orders wil specify a minimum yield and may only be confirmed at or above such yield.
The resulting yield wil be used to determine an issue price, al to correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the International Capital Markets
Association ("ICMA") method, which determines the effective interest rate of notes taking into account accrued
interest on a daily basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to RWE as Issuer and to
the Notes, and (i ) are material for taking an informed investment decision. They are presented in a limited number
of categories depending on their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary wil only be drawn up in relation to an issue of Notes with a denomination of
less than 100,000 (or its equivalent in other currencies). Such an issue-specific summary wil be annexed to
the applicable Final Terms.
Application has been made to the Commission, which is the Luxembourg competent authority for the purpose of
the Prospectus Regulation for its approval of this Prospectus.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Prospectus to be
admitted to trading on the Luxembourg Stock Exchange's regulated market or professional segment of the
regulated market and to be listed on the official list of the Luxembourg Stock Exchange. Notes may further be
issued under the Programme which wil be listed on the Frankfurt Stock Exchange or not be listed on any stock
exchange.

9
Notes wil be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems wil include those operated by Clearstream Banking AG, Frankfurt am Main, Clearstream
Banking S.A., Luxembourg and Euroclear Bank SA/NV.
Deutsche Bank Luxembourg S.A. wil act as Luxembourg Listing Agent and Deutsche Bank Aktiengesel schaft
wil act as fiscal agent and paying agent (the "Fiscal Agent") under the Programme.

10
RISK FACTORS
The following is a description of material risks that are specific to RWE Aktiengesellschaft and/or may
affect its ability to fulfil its obligations under the Notes and that are material to the Notes issued under the
Programme in order to assess the market risk associated with these Notes. Investing in the Notes of each series
involves risks, including risks relating to the Issuer, the global economy, the financial markets, the energy industry
generally, regulatory and political matters, legal and administrative proceedings and the Notes. Prospective
investors should consider these risk factors before deciding whether to purchase Notes. Prospective investors
should consider all information provided in this Prospectus or incorporated by reference into this Prospectus and
consult with their own professional advisers (including their financial, accounting, legal and tax advisers) if they
consider it necessary.

RISK FACTORS REGARDING THE RWE GROUP'S BUSINESS ACTIVITIES AND THE RWE GROUP'S
BUSINESS ENVIRONMENT
RWE's business, financial condition or results of operations could suffer adverse material effects due to any of
the following risks. This could have an adverse effect on the market price of the Notes, and the Issuer may
ultimately not be able to meet its obligations under the Notes. However, they are not the only risks which RWE
faces. Additional risks and uncertainties relating to the RWE Group that are not currently known to it, or that it
currently deems immaterial, may individually or cumulatively also have a material adverse effect on the RWE
Group's business, results of operations, cash flow, financial condition and prospects. In addition, investors should
be aware that the individual risks described might combine or otherwise exacerbate other risk described.
The risk factors regarding RWE Aktiengesellschaft and RWE Group are presented in the following categories
depending on their nature with the most material risk factor mentioned first in each category:
1. Business Risks
2. Financial Risks
3. Legal Risks
4. M&A and Strategic Risks
5. Market Risks
6. Regulatory and Political Risks

1.
BUSINESS RISKS
A reduction in electricity prices could have a material adverse effect on the RWE Group's results of
operations, cash flows and financial condition and access to capital could be materially and adversely
affected
The RWE Group's profitability is determined in large part by the difference between the income received from
the electricity that it produces and its operational costs, taxation, and costs incurred in generating, transporting
and selling the electricity. Therefore, lower prices for electricity may reduce the amount of electricity that the RWE
Group is able to produce economically or may reduce the economic viability of the generation assets planned or
in development to the extent that production costs exceed anticipated revenue from such asset.
Certain generation assets could become unprofitable as a result of a decline in the price of electricity and could
result in the RWE Group having to postpone or cancel a planned project, or if it is not possible to cancel the
project, carry out the project at a negative return. Further, a reduction in electricity prices may lead to certain of
the RWE Group's generation assets (including renewable energy assets that are not subsidised with fixed feed-
in payments) becoming less profitable, being shut down and entered into the decommissioning phase earlier
than estimated and can result in the RWE Group having to recognise impairments. If prices drop, then the RWE
Group may need to recognise plants as intangible assets which would in particular affect lignite power stations
and opencast mines. In case of an unfavourable price development, the value recognised would need to be
revised downward.