EQS-CMS: Announcement in accordance with Arti...

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

 

RWE Aktiengesellschaft intends to acquire shares in RWE Aktiengesellschaft (ISIN DE0007037129) in the period from 5 October 2026 to 1 December 2026 in accordance with Section 71, Paragraph 1, Item 2 of the German Stock Corporation Act for a total purchase price of
EUR 40,000,000.00 (without additional acquisition costs) maximum. Based on the closing price of EUR 57.50 in the Xetra trading system of the Frankfurt Stock Exchange as of 26 August 2026 these are up to maximum 695,652 shares. The acquisition is being made on the basis of the authorization granted by the Annual General Meeting of RWE Aktiengesellschaft on 30 April 2026 (agenda item 7) to acquire own shares.

The acquisition of these shares serves the sole purpose of meeting obligations arising from an employee share programme of RWE Aktiengesellschaft within the meaning of Article 5 (2) lit. c) of Regulation (EU) No 596/2014. The actual number of shares to be purchased up to the maximum volume of 695,652 will depend on employee participation in the employee share programme.

This announcement relates to the acquisition of shares during the aforementioned period, to be issued to employees in Germany under the employee share programme. The share buyback for the employee share programme in the UK as announced on 18 December 2025 remains unaffected.

RWE Aktiengesellschaft will conduct the acquisition in compliance with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and Council of 16 April 2014 and the applicable provisions of Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016 (Delegated Regulation (EU) 2016/1052).

The buyback will be implemented under the lead of a bank, which will reach its decision on the timing of the acquisition of the shares independently and without being influenced by RWE Aktiengesellschaft in accordance with Article 4 (2) lit. b) of Delegated Regulation (EU) 2016/1052. RWE Aktiengesellschaft will thus not influence the decisions of the bank. In so doing, the bank will be bound to the provisions applicable to buyback programmes of Regulation (EU) No 596/2014 and Articles 2 to 4 of Delegated Regulation (EU) 2016/1052.

The buyback will be exclusively conducted via the Xetra trading system of the Frankfurt Stock Exchange. No orders will be issued during an auction phase, and the orders issued before the beginning of an auction phase will not be changed during such phase.

The shares in RWE Aktiengesellschaft will be acquired at market prices in accordance with the trading provisions stipulated by Article 3 of Delegated Regulation (EU) 2016/1052. Accordingly, the shares in RWE Aktiengesellschaft will not be acquired at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Furthermore, on any trading day, the bank will not acquire shares corresponding to more than 25% of the average daily share turnover on the trading platform on which the acquisition is made. The average daily turnover will be calculated based on the average daily trading volume on the 20 trading days leading up to any purchase date.

If necessary and legally permissible, the share buyback programme may be suspended and resumed at any time.

Information on transactions associated with the share buyback programme will be published appropriately in accordance with applicable legal regulations. Furthermore, RWE Aktiengesellschaft will regularly report on the course of the share buyback programme on https://www.rwe.com/employeeshareprogramme.

Essen, August 2026

RWE Aktiengesellschaft

The Executive Board