EQS-Adhoc: RWE Aktiengesellschaft: RWE sets placement price for shares from capital measure and raises gross proceeds of 4 billion EUR

NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION, EITHER IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION MIGHT BE UNLAWFUL.

Essen, 22 June 2026. As part of the capital measure announced today, RWE Aktiengesellschaft (“RWE”) has placed 36,143,952 new bearer shares with no par value through partial utilization of the authorized capital and 38,240,169 treasury shares of RWE with institutional investors via an accelerated bookbuilding process. Shareholders’ subscription rights were excluded.

The new shares and the treasury shares were placed at a placement price of EUR 54.00 per share, resulting in gross proceeds of approximately EUR 4 billion before deduction of commissions and costs.

RWE is using the net proceeds to finance the increase in its existing indirect stake in Amprion GmbH, one of the four German transmission system operators, as announced today.

The new shares and the treasury shares sold will be entitled to dividends as of 1 January 2026. The new shares are to be admitted to trading on 24 June 2026, without a prospectus, on the regulated market of the stock exchanges in Frankfurt am Main and Düsseldorf, as well as on the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. It is intended to include the new shares in the existing listings of the company's shares (ISIN: DE0007037129; WKN: 703712). Delivery of the new shares and the sold treasury shares is scheduled for 26 June 2026. Following the private placement, RWE will, subject to certain customary exceptions, be subject to a 90-day lock-up obligation, i.e. an obligation not to, amongst other things, issue any further shares or financial instruments convertible into shares, or carry out any further capital increase during this period.

Announced by Dr Ulrich Rust, General Counsel

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Important notes:

The publication, distribution and transmission of this announcement, as well as the offer and sale of shares in RWE Aktiengesellschaft (“RWE”), may be subject to legal restrictions in certain jurisdictions. Persons in possession of this announcement are obliged to inform themselves of such restrictions and to comply with them. This announcement does not constitute an offer or a solicitation of an offer to purchase or subscribe for securities to persons in the United States of America, Australia, South Africa, Japan or in any jurisdiction where such an offer or invitation would be unlawful; nor does this announcement, or anything contained therein, form the basis of, or may be relied upon in connection with, any offer or purchase of any kind in any jurisdiction. Neither RWE nor the banks acting as joint bookrunners (the “Joint Bookrunners”) nor any of their affiliates have taken any steps to enable a public offering of the shares or the possession or distribution of this announcement in any jurisdiction where such steps are required for that purpose. The sale of the shares described in this announcement has been completed. No further offering will take place.

The shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold without registration, unless an exemption from the registration requirements of the Securities Act and the applicable state securities laws is available, or the transaction is not subject to such requirements. Subject to certain exceptions, the shares referred to in this notice may not be offered or sold in Australia, South Africa or Japan, or to, for the account of, or for the benefit of, nationals, residents or citizens of Australia, South Africa or Japan. The offer and sale of the shares referred to in this announcement have not been and will not be registered under the Securities Act or the applicable securities laws of Australia, South Africa or Japan. There will be no public offering of the shares in the United States of America or in any other jurisdiction.

In the Member States of the European Economic Area (‘EEA’), this announcement and any subsequent offer are directed exclusively at persons who are ‘qualified investors’ within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended from time to time (the “Prospectus Regulation”) (“qualified investors”). Persons who are not qualified investors must not access or rely on this announcement or its contents. In the United Kingdom, this announcement is directed exclusively at qualified investors within the meaning of Schedule 1, paragraph 15 of the Public Offers and Admissions to Trading Regulations 2024 (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 , as amended from time to time (the “Order”), or (ii) high-net-worth entities and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be sent (all such persons referred to in (i), (ii) and (iii) above are collectively referred to as ‘Relevant Persons’). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire shares shall be made exclusively with Relevant Persons. Persons who are not Relevant Persons must not act or rely on this announcement or its contents. Any investment or investment activity to which this announcement relates is available exclusively to (i) qualified investors in EEA Member States and (ii) Relevant Persons in the United Kingdom, and will be entered into exclusively with such persons.

The shares may only be sold to purchasers resident in Canada who are, or are deemed to be, accredited investors within the meaning of National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and who are eligible clients as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

In connection with the sale of the shares, the Joint Bookrunners or their affiliates may acquire a portion of the shares for their own account as part of the placement and, in that capacity, may otherwise retain, purchase, sell or offer for sale such shares or other securities of RWE, or make other related investments, for their own account. Accordingly, references in this announcement to the shares being sold, offered, subscribed for, acquired, placed or otherwise traded are to be understood as also including an issue or an offer to, or a subscription, acquisition, placement or trade by, the Joint Bookrunners or their affiliates acting in that capacity for their own account. Furthermore, the Joint Bookrunners or their affiliates may enter into financing arrangements with investors (including swaps or contracts for differences), in connection with which the Joint Bookrunners or their affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investments or transactions unless they are required to do so by law or under regulatory obligations.

None of the Joint Bookrunners, nor any of their respective directors, officers, employees, advisers or agents, or those of their affiliated entities, accepts any responsibility or liability, or makes any express or implied representations or warranties as to the truth, accuracy or completeness of the information contained in this announcement (or as to whether any information has been omitted from the announcement) or any other information relating to RWE, its respective subsidiaries or affiliated companies, whether in written, oral, visual or electronic form and however such information may have been transmitted or made available, or for any loss arising from the use of this announcement or its contents or otherwise arising in connection therewith.

Each Joint Bookrunner acts on behalf of RWE and no one else in connection with any offer of the shares and shall not be liable to any other person for ensuring the protection of a client or for providing advice in connection with any offer of the shares.

Insofar as this announcement contains forecasts, expectations or statements, estimates, opinions and predictions regarding RWE’s expected future business performance (‘forward-looking statements’), these are based on the current views and assumptions of RWE’s management, which have been made to the best of their knowledge. Forward-looking statements reflect various assumptions derived from RWE’s current business plan or from public sources, which have not been independently verified or assessed and which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause RWE’s financial position, profitability, performance or results, or the success of the sectors in which RWE operates, to differ materially from the financial position, profitability, performance or results expressly or implicitly assumed or described in these forward-looking statements. In view of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. RWE accepts no liability or warranty in respect of such forward-looking statements and will not update them to reflect future results and developments.

Information for distributors

In accordance with EU product monitoring requirements, a product approval process has been carried out by each distributor in respect of the shares, which has concluded that the shares are (i) suitable for a target retail market comprising retail investors and investors who meet the criteria for professional clients and eligible counterparties (in each case as defined in MiFID II), and (ii) are suitable for distribution via all distribution channels permitted under MiFID II. Any distributor offering the shares at a later date is responsible for carrying out its own target market determination in respect of the shares and for determining appropriate distribution channels.

2351410  22-Jun-2026 CET/CEST