Obligation RWE Energie 2.125% ( XS2482936247 ) en EUR

RWE Energie

99.42 % ▼

Allemagne

XS2482936247 ( en EUR )

2.125% par an ( paiement annuel )

24/05/2026 - Obligation échue

Prospectus brochure de l'obligation RWE AG XS2482936247 en EUR 2.125%, échue

100 000 EUR

1 000 000 000 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'Obligation émise par RWE Energie ( Allemagne ) , en EUR, avec le code ISIN XS2482936247, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2026

Debt Issuance Programme Prospectus
dated 6 May 2022
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 wil be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the
website of RWE Group (https:/ www.group.rwe/en/investor-relations/bonds-and-rating). This Prospectus succeeds the Prospectus
dated 21 April 2021. It is valid for a period of twelve months after its approval. The validity ends upon expiration of 6 May 2023.
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 Aktiengesel schaft ("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 wil 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

3
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or 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 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,
selling 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 "PRI Ps 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 legal y
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-al otment 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.bourse.lu 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 Benchmark Regulation
(Regulation (EU) 2016/1011, as amended) ("BMR").
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 following sections of
this Prospectus: "Risk Factors", "RWE Aktiengesellschaft and RWE Group". These sections include more

5
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 ............................................................................................................. 7
Risk Factors ......................................................................................................................................................... 9
Risk Factors regarding RWE Aktiengesel schaft and RWE Group ............................................................. 9
Risk Factors regarding the Notes ............................................................................................................. 12
RWE Aktiengesellschaft and RWE Group ....................................................................................................... 17
Statutory Auditors ..................................................................................................................................... 17
Selected Financial Information.................................................................................................................. 17
General Information about RWE Aktiengesel schaft ................................................................................. 18
Business Overview Principal Activities and Principal Markets ............................................................... 18
Organisational Structure ........................................................................................................................... 18
Recent Events........................................................................................................................................... 18
Trend Information...................................................................................................................................... 22
Management and Supervisory Bodies ...................................................................................................... 31
Major Shareholders................................................................................................................................... 33
Historical Financial Information ................................................................................................................. 33
Legal and Arbitration Proceedings ............................................................................................................ 33
Significant change in RWE Aktiengesellschaft's financial position ........................................................... 35
Ratings ...................................................................................................................................................... 35
Share Capital ............................................................................................................................................ 36
Memorandum and Articles of Association................................................................................................. 36
Material contracts / Profit and Loss Transfer Agreements ........................................................................ 36
Consent to the Use of the Prospectus ............................................................................................................ 37
Issue Procedures ............................................................................................................................................... 38
Terms and Conditions of the Notes (English Language Version) . .............................................................. 40
Option I - Terms and Conditions that apply to Notes with fixed interest rates .......................................... 40
Option II - Terms and Conditions that apply to Notes with floating interest rates ..................................... 58
Terms and Conditions of the Notes (German Language Version) . .............................................................. 77
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ................................... 77
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............................. 97
Form of Final Terms ........................................................................................................................................ 120
Use of Proceeds .............................................................................................................................................. 134
Description of Rules Regarding Resolution of Holders .............................................................................. 135
Taxation Warning ............................................................................................................................................ 137
Selling Restrictions ......................................................................................................................................... 138
General Information ........................................................................................................................................ 142
Interests of Natural and Legal Persons involved in the Issue/Offer ........................................................ 142
Authorisation ........................................................................................................................................... 142
Listing and Admission to Trading ............................................................................................................ 142
Clearing Systems .................................................................................................................................... 142
Documents Available .............................................................................................................................. 142
Documents Incorporated by Reference ........................................................................................................ 144
Availability of Incorporated Documents ........................................................................................................ 144
Names and Addresses .................................................................................................................................... 145

7
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 wil be determined on the basis of the orders of the investors which are received by the
Dealers during the offer period. Orders will 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, all 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.

8
Notes wil be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems will 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.

9
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. Prospective investors
should consider these risk factors before deciding whether to purchase Notes issued under the
Programme.
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. In addition, investors should
be aware that the risks described might combine and thus intensify one another.
RISK FACTORS REGARDING RWE AKTIENGESELLSCHAFT AND RWE GROUP
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, which are to date unknown to RWE or which it does not consider material, might also
impair RWE's business operations.
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. General and Market Risks
2. Risks related to the regulatory and legal environment
3. Risks related to RWE's business and financing
1. General and Market Risks
General Risks
Risks for RWE have notably increased. Prices and volatilities have, after a short period of economic recovery
towards the end of 2021, further increased as a result of the Ukraine crisis. In addition, imposed sanctions have
led to an increased risk of counterparty defaulting. The effects can mainly be assigned to three risk categories:
· Default risks: Price increases lead to material increases in market values of contracts and sanctions
increase default risks, force majeure risks and sanction risks for commodity contracts.
· Inflation risks: Another consequence of rising prices is increased inflationary pressure leading to risks in the
valuation of provisions for mining, nuclear, pensions and wind on the one hand, and cost increases on the
other hand.
· Liquidity risks: Higher price levels in combination with increased volatility lead to higher market values of
contracts and positions on exchanges, which have to be secured by margins and collaterals. This may lead
to larger liquidity outflows.
The German government's plans to accelerate the phaseout of coal-based power generation without granting
the affected companies compensation also pose a risk and could be associated with significant financial
burdens for RWE.
If any of the aforementioned risks materialises this could have material adverse effects on RWE's business,
financial condition and results of operation.
Market Risks
In most of the countries in which RWE is active the energy sector is characterised by the free formation of
prices. Declines in quotations on wholesale electricity markets can cause generation assets to become less
profitable. This also relates to renewable energy assets that are not subsidised with fixed feed-in payments.
Negative price developments can cause RWE having to recognise impairments.
Power and gas purchase agreements with conditions that do not depend on the development of wholesale
prices expose RWE to the risk of having to pay more for the product than can be earned when sel ing it. This
may force RWE to form provisions to cover this risk. RWE has identified such a risk inherent in the two

10
contracts it concluded to purchase electricity from the Datteln 4 hard coal-fired power plant in 2005 and 2006.
Operated by German energy group Uniper, the station was commissioned in the summer of 2020, ten years
later than planned. RWE was unsuccessful in taking legal recourse against the continuation of the agreements.
RWE's long-term gas purchase agreement with Russian energy group Gazprom sets dates for regular reviews,
during which contractual changes depending on market conditions can be negotiated.
Commodity transactions are not exclusively intended to reduce risks. In compliance with risk thresholds, the
company takes commodity positions to achieve a profit. Changes in market prices bear the risk of lower profits
or losses in the trading business.
If any of the aforementioned risks materialises this could have material adverse effects on RWE's business,
financial condition and results of operation.
2. Risks related to the regulatory and legal environment
Regulatory and Political Risks
A core component of Germany's climate protection strategy is reducing coal-fired electricity generation to zero
by 2038. In exchange for closing its lignite assets early, RWE is due 2.6 bil ion in compensation, which is stil
pending approval under EU state aid law. Germany's new government has announced that it ideally wants
electricity generation from coal to end as early as 2030 and that it does not intend to grant affected companies
any additional compensation. This would impose considerable financial burdens on RWE.
RWE is exposed to risks associated with the coal phaseout in the Netherlands, where a law was passed in
2019 that prevents RWE from using hard coal in Amer 9 and Eemshaven power plants as of 2025 and 2030,
respectively. There are no plans to offer compensation. Given the lack of concessions by Dutch policymakers,
RWE has submitted an application for arbitration proceedings in accordance with the Energy Charter Treaty
with the International Centre for Settlement of Investment Disputes in Washington. The outcome is uncertain.
In addition to the coal phaseout, the Netherlands introduced a cap on coal firing in power plants, which wil
apply from 2022 to 2024. RWE is likely to be awarded compensation in relation to this measure, however it is
not yet clear at what amount. Furthermore, the EU Commission would stil need to approve the compensation
under state aid law.
Producers in Germany benefit from lower tax rates on in-house electricity, gas and oil consumption. RWE also
utilises this financial mechanism. The German federal government, however, intends to reform the legal basis
for these benefits in accordance with the EU's guidelines on climate and environmental protection and state aid
for energy. There is a risk that the new rules wil be more restrictive and that RWE wil possibly either receive
lower discounts from 2023, or none at all.
If any of the aforementioned risks materialises this could have material adverse effects on RWE's business,
financial condition and results of operation.
Legal Risks
Individual RWE Group companies are involved in litigation and arbitration proceedings due to their operations
or Mergers & Acquisitions transactions. Out-of-court claims have been filed against some of them.
Furthermore, Group companies are directly involved in various procedures with public authorities or are at least
affected by their outcomes.
Risks may also result from exemptions and warranties that RWE granted in connection with the sale of assets.
Exemptions ensure that the seller covers the risks that are identified within the scope of due diligence, the
probability of occurrence of which is, however, uncertain. In contrast, warranties cover risks that are unknown
at the time of sale.
If any of the aforementioned risks materialises this could have material adverse effects on RWE's business,
financial condition and results of operation.
3. Risks related to RWE's business and financing
Operational Risks
RWE operates technologically complex, interconnected production facilities. Damage and outages can weigh
on earnings as seen in 2021 during the severe cold snap in the US state of Texas.
The recent sharp rise in electricity prices is associated with a higher risk of earnings losses, as RWE may be
forced to buy electricity at a high cost to meet delivery obligations in case of production outages.