RWE Aktiengesellschaft / Key word(s): Mergers & Acquisitions/Disposal 16.01.2015 12:33 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- RWE and LetterOne-Group have agreed to complete the divestment of RWE Dea by early March 2015 at the latest. The agreement is subject only to the non-occurrence of a material adverse change at RWE Dea and the approval by the supervisory board of RWE AG. The purchase price is decreased to reflect developments relating to certain exploration and production licenses. Converted into EUR, as of today's exchange rate, the decrease results in an Enterprise Value of ca. EUR 5.0bn. Furthermore, the parties have agreed on a structure to ensure the going concern of the UK business of RWE Dea in the event that sanctions on LetterOne or its owners were imposed. Should such situation materialize during the first year post completion, RWE will have to re-purchase the UK business, as part of such structure, on the basis of a pre-determined purchase price formula in order to carry out an on-sale to an independent third party buyer. RWE Aktiengesellschaft The Executive Board 16.01.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: RWE Aktiengesellschaft Opernplatz 1 45128 Essen Germany Phone: +49 (0)201-12-15025 Fax: +49 (0)201-12-15265 E-mail: [email protected] Internet: www.rwe.com ISIN: DE0007037129, DE0007037145 WKN: 703712, 703714 Listed: Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard); Freiverkehr in Berlin, Hamburg, Hannover, München, Stuttgart; Terminbörse EUREX End of Announcement DGAP News-Service ---------------------------------------------------------------------------