RWE Aktiengesellschaft. RWE Finance B.V.

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1 Debt Issuance Programme Prospectus dated 28 April 2015 This document constitutes two base prospectuses for the purposes of article 5.4 of the Prospectus Directive and the Luxembourg law relating to prospectuses for securities of 10 July 2005, as amended, (Loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law"), which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (the "Prospectus Directive"): (i) the base prospectus of RWE Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended ("Non-Equity Securities") and (ii) the base prospectus of RWE Finance B.V. in respect of Non-Equity Securities (together, the "Debt Issuance Programme Prospectus" or the "Prospectus"). RWE Aktiengesellschaft (Essen, Federal Republic of Germany) as Issuer and, in respect of Notes issued by RWE Finance B.V., as Guarantor RWE Finance B.V. ( s-hertogenbosch, The Netherlands) as Issuer 30,000,000,000 Debt Issuance Programme (the "Programme") The payments of all amounts due in respect of Notes issued by RWE Finance B.V. will be unconditionally and irrevocably guaranteed by RWE Aktiengesellschaft. Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "Commission"), which is the Luxembourg competent authority for the purpose of the Prospectus Directive, for its approval of this Prospectus. 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 "Bourse de Luxembourg". The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Market in Financial Instruments Directive 2004/39/EC, 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. Each Issuer has requested the Commission in its capacity as competent authority under the Luxembourg Law to provide the competent authorities in the Federal Republic of Germany ("Germany"), The Netherlands, the Republic of Austria, the Republic of Ireland and the United Kingdom of Great Britain and Northern Ireland with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law ("Notification"). Each Issuer may request the Commission to provide competent authorities in additional Member States within the European Economic Area with a Notification. By approving a prospectus, the Commission shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer pursuant to Article 7(7) of the Luxembourg law on prospectuses for securities. BofA Merrill Lynch Barclays BofA Merrill Lynch Commerzbank Arrangers Dealers J.P. Morgan Deutsche Bank BNP PARIBAS Citigroup Deutsche Bank This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange ( and on the website of RWE Group ( This Prospectus succeeds the Prospectus dated 29 April It is valid for a period of twelve months after its approval.

2 2 RESPONSIBILITY STATEMENT RWE Aktiengesellschaft ("RWE" or the "Guarantor", together with its consolidated group companies, the "RWE Group") with its registered office in Essen, Germany and RWE Finance B.V. ("RWE Finance") with its registered office in 's-hertogenbosch, The Netherlands (herein each also called an "Issuer" and together the "Issuers") accept responsibility for the information given in this Prospectus and for the information which will be contained in the Final Terms (as defined herein). Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains 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 Issuers 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). Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all 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 Issuers 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 Issuers 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 Issuers 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 Issuers have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. Each Issuer and the Guarantor 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 (ii) in the event of any significant new factor, material mistake or 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 any 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 Issuers, 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 Issuers and the Guarantor, 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 Issuers 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

3 3 United Kingdom ("UK"), The Netherlands 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. The language of the Prospectus is English. The German versions of the English language Terms and Conditions and Guarantee 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. In respect of the Guarantee, the German language version is always controlling and legally binding as to form and content, and all rights and obligations of the Holders and the Guarantor thereunder. This Prospectus may only be used for the purpose for which it has been published. Each Dealer and/or each further financial intermediary subsequently reselling or finally 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. This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or purchase any Notes. 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, there is no assurance that such stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation action. 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 be ended 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. 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 Issuers make to the best of their 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 as Issuer and Guarantor and RWE Group" and "RWE Finance B.V. as Issuer". 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 Issuers nor the Dealers assume any obligation, except as required by law, to

4 4 update any forward-looking statement or to conform these forward-looking statements to actual events or developments.

5 5 TABLE OF CONTENTS Page Summary... 7 Section A Introduction and Warnings... 7 Section B Issuer and Guarantor... 8 Section B Issuer Section C Securities Section D Risks Risks specific to RWE Aktiengesellschaft as Issuer and Guarantor Risks specific to RWE Finance B.V as Issuer Risks specific to the Securities Section E Offer German Translation of the Summary Abschnitt A Einleitung und Warnhinweise Abschnitt B Emittentin und Garantin Abschnitt B Emittentin Abschnitt C Wertpapiere Abschnitt D Risiken Risiken, die der RWE Aktiengesellschaft als Emittentin und Garantin eigen sind Risiken, die der RWE Finance B.V. als Emittentin eigen sind Risiken, die den Wertpapieren eigen sind Abschnitt E Angebot Risk Factors Risk Factors regarding RWE Aktiengesellschaft and RWE Group Risk Factors regarding RWE Finance B.V Risk Factors regarding the Notes RWE Aktiengesellschaft as Issuer and Guarantor and RWE Group RWE Finance B.V. as Issuer Consent to the Use of the Prospectus General Description of the Programme Issue Procedures Terms and Conditions of the Notes (English Language Version) Option I - Terms and Conditions that apply to Notes with fixed interest rates Option II - Terms and Conditions that apply to Notes with floating interest rates Terms and Conditions of the Notes (German Language Version) Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung Guarantee (German Language Version) Guarantee (English Translation) Form of Final Terms Use of Proceeds Description of Rules Regarding Resolution of Holders Taxation Selling Restrictions General Information Interests of Natural and Legal Persons involved in the Issue/Offer Authorisation Listing and Admission to Trading Clearing Systems

6 6 Documents on Display Documents Incorporated by Reference Comparative Table of Documents Incorporated by Reference Availability of Incorporated Documents Names and Addresses

7 7 SUMMARY Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary (the "Summary") contains all the Elements required to be included in a summary for this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the Summary because of the type of Notes and Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the Summary with the mention of "not applicable". [The Summary contains options, characterised by square brackets or typesetting in italics (other than the respective translations of specific legal terms), and placeholders regarding the Notes to be issued under the Programme. The summary of the individual issue of Notes will include the options relevant to this issue of Notes as determined by the applicable Final Terms and will contain the information, which had been left blank, as completed by the applicable Final Terms.] 1 Element Section A Introduction and warnings A.1 Warnings Warning that: this Summary should be read as an introduction to the Prospectus; any decision to invest in the Notes should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to the Issuer which has tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Notes. A.2 Consent to the use of the Prospectus [Each Dealer and/or each further financial intermediary subsequently reselling or finally placing the Notes is entitled to use the Prospectus for the subsequent resale or final placement of the Notes during the offer period for the subsequent resale or final placement of the Notes from [ ] to [ ], provided however, that the Prospectus is still valid in accordance with Article 11(2) of the Luxembourg Law relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières), as amended, which implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended). The Prospectus may only be delivered to potential investors together with all supplements published before such delivery. Any supplement to the Prospectus is available for viewing in electronic form on the website of the Luxembourg Stock Exchange ( and on the website of RWE Aktiengesellschaft ( 1 To be deleted for the summary of an individual issue of Notes.

8 8 /rwe /investor-relations / bonds / financial-instruments / emtndebt-issuance-programme-dip/). When using the Prospectus, each Dealer and/or relevant further financial intermediary must make certain that it complies with all applicable laws and regulations in force in the respective jurisdictions. In the event of an offer being made by a Dealer and/or a further financial intermediary the Dealer and/or the further financial intermediary shall provide information to investors on the terms and conditions of the Notes at the time of that offer.] [Not applicable. No consent has been given.] Element B.1 Legal and commercial name B.2 Domicile / Legal form / Legislation / Country of incorporation Section B [Issuer] [Guarantor] RWE Aktiengesellschaft RWE Aktiengesellschaft ("RWE") is a German stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany and operates under German law. It has its seat and is registered in Essen, Germany. B.4b Known trends affecting the Issuer and the industries in which it operates The European energy sector is undergoing fundamental change. Political intervention is making the business challenging. In addition, the subsidised expansion of renewable energy in Germany is causing the margins and utilisation of conventional power stations to decline. All of this is having a significant effect on RWE Group's earnings. In the past, electricity was generated almost only by large-scale power plants, whereas the role of the customer was limited to that of a buyer. Today, more and more households and businesses produce electricity themselves. In addition, ambitious goals regarding climate protection, the expansion of renewable energy and energy efficiency shape the regulatory framework of the energy sector. Comprehensive reforms of the energy sector are currently on the agendas of numerous European countries and the European Union. The RWE Group rises to these challenges by implementing substantial cost efficiency programs and helping to shape and enable the change. B.5 Description of the Group and the Issuer's position within the Group RWE is the parent company of the RWE Group. The RWE Group is divided into seven divisions based on national and functional criteria: Conventional Power Generation Supply / Distribution Networks Germany Supply Netherlands / Belgium Supply United Kingdom Central Eastern and South Eastern Europe Renewables Trading / Gas Midstream The divisions are supported by in-house service providers: RWE IT, RWE Group Business Services, RWE Service and RWE Consulting. RWE as the group's head office concentrates on group-managing tasks.

9 9 On 2 March 2015 RWE AG and the LetterOne Group completed the sale of RWE Dea AG. The enterprise value was approximately 5.1 billion. B.9 Profit forecast or estimate B.10 Nature of any qualifications in the audit report on historical financial information Not applicable. No profit forecast or estimate has been included. Not applicable. The audit reports with respect to the consolidated financial statements of RWE for the financial years ended 31 December 2013 and 31 December 2014 do not include any qualifications. B.12 Selected historical key financial information 1 Selected Balance Sheet information 31 Dec Dec in million Non-current assets 54,224 56,905 Current assets 32,092 24,476 of which: Assets held for sale 5,540 - Assets 86,316 81,381 Equity 11,772 12,137 Non-current liabilities 46,324 47,383 Current liabilities 28,220 21,861 of which: Liabilities held for sale 2,635 - Equity and liabilities 86,316 81,381 Selected Income Statement information in million Revenue 46,149 49,749 Income from continuing operations before tax 2,246-2,016 Income 2,057-2,443 of which: Income from discontinued operations Net income / income attributable to RWE AG shareholders 1,704-2,757 Basic and diluted earnings per common and preferred share in of which: from discontinued operations Selected Cash Flow Statement information in million Cash flows from operating activities - CFO 6,368 5,576 of which: CFO of discontinued operations Cash flows from investing activities (after transfer to contractual trust arrangements) - CFI -4,869-2,338 of which: CFI of discontinued operations Cash flows from financing activities - CFF -2,200-1,994 of which: CFF of discontinued operations

10 10 Net change in cash and cash equivalents ,226 Cash and cash equivalents at end of the reporting period 3,171 3,950 of which: reported as "Assets held for sale" Prior-year figures in audited consolidated financial statements of the RWE Group as at and for the year ended 31 December 2014 were adjusted due to the first-time Adoption of IFRS 11 and presentation of DEA as a 'discontinued operation'. No material adverse change in the prospects of the Issuer Significant change in the financial and trading position There has been no material adverse change in the prospects of RWE since 31 December Not applicable. There has been no significant change in the financial or trading position of RWE since 31 December B.13 Recent events RWE completes the sale of RWE DEA On 2 March 2015 RWE AG and the LetterOne Group completed the sale of RWE Dea AG. The enterprise value was approximately 5.1 billion. According to the sale contract, LetterOne will keep DEA's UK business legally independent and separate from the rest of the activities for several years. In the event that the EU or the US imposes sanctions against LetterOne or its Russian majority owners, in the first twelve months from closing, RWE is obliged to buy back Dea's UK operations based on a pre-determined price formula for resale to an independent third party. RWE places dividend policy on broader basis In the middle of December 2014, the Executive Board of RWE AG decided to realign its dividend policy, a resolution endorsed by the Supervisory Board. The previous yardstick for the payout ratio, 40% to 50% of recurrent net income, shall become obsolete as of fiscal From then on, the dividend proposal by the Executive and Supervisory Boards shall be brought more in line with RWE's general economic situation and in particular orient itself towards the company's earnings, operating cash flow and debt position. Opportunities to invest in growth projects will also be considered. Nuclear fuel tax: Federal Fiscal Court refuses suspension of enforcement At the end of November 2014, the Federal Fiscal Court (FFC) ruled that the German nuclear fuel tax must continue to be paid despite doubts about its legality. It thus overturned the judgements of the Hamburg and Munich Fiscal Courts, which had ruled in favour of a suspension of the enforcement of the tax payment. Due to the FFC ruling, RWE Group paid withheld taxes to the German tax authorities for the Emsland (Lingen) nuclear power station at the end of One question that has been expressly left unanswered is whether the tax violates fundamental German or European law. This is up to the jurisdiction of the Federal Constitutional Court and the European Court of Justice (ECJ). In his closing remarks, the ECJ Advocate General declared in early February 2015 that the nuclear fuel tax complies with European law. Whether the ECJ shares this opinion will be revealed this year. As yet, no date has been set for the ruling of the Federal Constitutional Court. RWE Group takes unprofitable generation capacity off the

11 11 market In view of the significant deterioration in conditions underlying the conventional electricity generation market, in 2014 RWE Group took several gas-fired power stations offline temporarily or indefinitely. RWE Group also expects to take further generation capacity offline in 2015 and subsequent years. This applies to gas-fired, hard coal and lignite capacity. RWE Group successful in capacity auctions in the UK With the exception of one small station, all participating RWE Group power plants qualified for a subsidy in the first auction for the new UK capacity market that took place in December Together, they account for 8.0 gigawatts (GW) of secured capacity. B.14 Please see Element B.5. Statement of dependency upon other entities within the group Not applicable. RWE is not dependent upon other entities within the RWE Group. B.15 Principal activities RWE is the parent company of a group of businesses engaged in the generation, transmission, transport, distribution, trading and sale of electricity and gas in Germany, the United Kingdom, the Benelux countries as well as some parts of Central Eastern and South Eastern Europe (including Turkey). Furthermore, the RWE Group runs a large trading operation for energy and energy related products in Europe with supporting activities in the US and Asia. B.16 Major Shareholders The results of RWE's recent shareholder identification offer the following picture of shareholding positions * : RWEB GmbH 15% BlackRock Financial Management, Inc. 5% Other institutional shareholders 66% Private shareholders 13% Employee shareholders 1% * Percentages reflect shares in the subscribed capital (as of January 2015) B.17 Credit ratings of the Issuer or its debt securities RWE and the non-subordinated bonds issued by RWE are currently rated Baa1 1 with stable outlook by Moody's Investors Service, Ltd. ("Moody's") 2,3 and BBB+ 1 with negative outlook by Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") 4,3. The ratings thus are in the investmentgrade rating range. The short term credit ratings are P 2 1 and A 2 1, respectively A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation"). The European Securities and Markets Authority publishes on its website ( a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. Standard & Poor's is established in the European Community and is registered under the CRA Regulation.

12 12 [B.18 Nature and scope of the Guarantee Notes issued by RWE Finance will have the benefit of a guarantee (the "Guarantee") given by RWE (the "Guarantor"). The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the Guarantor. The terms of the Guarantee contain a negative pledge of the Guarantor. The Guarantee will be governed by German law. The Guarantee constitutes a contract for the benefit of the Holders from time to time as third party beneficiaries pursuant to 328 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch BGB).] [Element Section B Issuer B.1 Legal and commercial name B.2 Domicile / Legal form / Legislation / Country of incorporation RWE Finance B.V. RWE Finance is a limited liability company incorporated under the laws of the Netherlands and operates under the laws of the Netherlands. It is registered with the trade register's office in Brabant and is seated in 's-hertogenbosch. B.4b Known trends affecting the Issuer and the industries in which it operates RWE Finance acts solely to finance the RWE Group, and its ability to raise funding depends primarily on the guarantee provided by RWE. The trends affecting RWE therefore also affect RWE Finance. For more information on trends affecting RWE and the industry. Please see RWE Aktiengesellschaft Element B.4b. B.5 Description of the Group and the Issuer's position within the Group B.9 Profit forecast or estimate B.10 Nature of any qualifications in the audit report on historical financial information RWE Finance is a wholly owned subsidiary of RWE and has no subsidiaries of its own. Not applicable. No profit forecast or estimate has been included. Not applicable. The audit reports with respect to the financial statements of RWE Finance for the financial years ended 31 December 2013 and 31 December 2014 do not include any qualifications. B.12 Selected historical key financial information Selected Balance Sheet information (before appropriation of result) 31 Dec ' Dec '000 Non-current assets 10,409,529 11,778,932 Current assets 2,528,445 1,034,396 Total Assets 12,937,974 12,813,328

13 13 Equity attributable to equity holders of the parent 10,855 10,606 Non-current liabilities 10,409,529 11,778,932 Current liabilities 2,517,590 1,023,790 Total equity and liabilities 12,937,974 12,813,328 Selected Income Statement information '000 '000 Interest income 696, ,903 Interest expenses (684,400) (726,252) General and administrative expenses (9,651) (6,758) Operating income 2,719 2,893 Net result after taxation 2,049 2,180 Selected Cash Flow Statement information '000 '000 Cash flows from operating activities 4,993 1,853 Cash flows from investment activities - - Cash flows from financing activities (3,600) (2,350) Net increase/(decrease) in cash and cash equivalents 1,360 (463) No material adverse change in the prospects of the Issuer Significant change in the financial and trading position There has been no material adverse change in the prospects of RWE Finance since 31 December Not applicable. There has been no significant change in the financial or trading position of RWE Finance since 31 December B.13 Recent events Please see Element RWE Aktiengesellschaft - B.13. B.14 Please see Element B.5. Statement of dependency upon other entities within the group RWE Finance is a wholly owned subsidiary of RWE. B.15 Principal activities RWE Finance acts solely to facilitate the financing of the RWE Group. Its main assets are loans to other companies of the RWE Group. B.16 Major shareholders RWE Finance is a wholly owned subsidiary of RWE.

14 14 B.17 Credit ratings of the Issuer or its debt securities The non-subordinated bonds issued by RWE Finance are currently rated Baa1 1 with stable outlook by Moody's Investors Service, Ltd. ("Moody's") 2,3 and BBB+ 1 with negative outlook by Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") 4,3. The ratings thus are in the investment grade range. The short term credit ratings are P 2 1 and A 2 1, respectively. B.19 Summary information about the Guarantor Please see RWE Aktiengesellschaft B.1 to B.18 In the case of an issue of Notes by RWE Finance B.V. insert the information under RWE Aktiengesellschaft - B.1 to B.18 into the summary of the individual issue of Notes under this Element B.19 and number the Elements about RWE Aktiengesellschaft as Guarantor as follows: B.19 B.1., etc.] Element C.1 Class and type of the Notes / Security Identification Number Section C Securities Class The Notes are unsecured. [Fixed Rate Notes The Notes bear interest at a fixed rate throughout the entire term of the Notes.] [Floating Rate Notes The Notes will bear interest at a rate determined [(and as adjusted for the applicable margin)] on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service.] ISIN [ ] Common Code [ ] WKN [ ] A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation"). The European Securities and Markets Authority publishes on its website ( a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. Standard & Poor's is established in the European Community and is registered under the CRA Regulation.

15 15 C.2 Currency The Notes are issued in [ ] C.5 Restrictions on free transferability C.8 Rights attached to the Notes (including ranking of the Notes and limitations to those rights ) Not applicable. The Notes are freely transferable. [Early redemption in the case of fixed rate Notes The Notes can be redeemed prior to their stated maturity [at the option of the] [Issuer,] [and] [or] [the holders of the Notes (the "Holders")], for taxation reasons, [for reasons of a change of control in respect of RWE Aktiengesellschaft] or upon the occurrence of an event of default).] [Early redemption in the case of floating rate Notes The Notes can be redeemed prior to their stated maturity [at the option of the Issuer,] for taxation reasons, [for reasons of a change of control in respect of RWE Aktiengesellschaft] or upon the occurrence of an event of default).] [Early Redemption at the option of the [Issuer] [and][or] [the Holders] at specified redemption amount(s) The Notes can be redeemed at the option of the [Issuer] [and][or] [the Holders] upon giving notice within the specified notice period to [the Holders] [or] [the Issuer][, as the case may be,] on a date or dates specified prior to such stated maturity and at the specified redemption amount(s) together with accrued interest to, but excluding, the relevant redemption date.] Early redemption for taxation reasons Early Redemption of the Notes for reasons of taxation will be permitted, if as a result of any change in, or amendment to the laws or regulations (including any amendment to, or change in, an official interpretation or application of such laws or regulations), of [in the case of Notes issued by RWE AG the Federal Republic of Germany] [in case of Notes issued by RWE Finance B.V. The Netherlands or the Federal Republic of Germany] or any political subdivision or taxing authority thereto or therein affecting taxation or the obligation to pay duties of any kind, the Issuer [in case of Notes issued by RWE Finance B.V. or the Guarantor,] will become obligated to pay additional amounts on the Notes. [Early redemption for reasons of a change of control in respect of RWE Aktiengesellschaft Under certain conditions, the Notes provide for the option of the Holders to demand redemption of Notes at their principal amount together with accrued interest to, but excluding, the relevant redemption date in the event of a change of control in respect of RWE Aktiengesellschaft and the occurrence of a rating downgrade of RWE Aktiengesellschaft in respect of that change of control within the change of control period.] Early redemption in an event of default (including the cross default)

16 16 The Notes provide for events of default (including the cross default) entitling Holders to demand immediate redemption of Notes at their principal amount together with accrued interest to the date of repayment. Resolutions of Holders In accordance with the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz "SchVG") the Notes contain provisions pursuant to which Holders may agree by resolution to amend the Terms and Conditions (with the consent of the Issuer) and to decide upon certain other matters regarding the Notes. Resolutions of Holders properly adopted, either in a meeting of Holders or by vote taken without a meeting in accordance with the Terms and Conditions, are binding upon all Holders. Resolutions providing for material amendments to the Terms and Conditions require a majority of not less than 75% of the votes cast. Resolutions regarding other amendments are passed by a simple majority of the votes cast. Status of the Notes The obligations under the Notes constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer unless such obligations are accorded priority under mandatory provisions of statutory law. Negative pledge The Terms and Conditions of the Notes contain a negative pledge provision of the Issuer. C.9 Please see Element C.8. Interest rate [[ ] % per annum in the case of fixed rate Notes] [In the case of floating rate Notes. [EURIBOR][LIBOR for the specified currency] [[plus][minus] the applicable margin [of [ ] % per annum for each interest period]. [The minimum interest rate is [ ] %.] [The maximum interest rate is [ ] %.]] Interest commencement date Interest payment dates [The issue date of the Notes.] [ ] Underlying on which interest rate is based [Not applicable in the case of fixed rate Notes. The interest rate is not based on an underlying.] [EURIBOR][LIBOR for the specified currency] Maturity date including [[ ] in the case of fixed rate Notes]

17 17 repayment procedures [In the case of floating rate Notes the interest payment date falling in [the redemption month].] Payment of principal in respect of Notes shall be made to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System. Indication of yield [[ ] % per annum] [Not applicable in the case of floating rate Notes. No yield is calculated.] Name of representative of the Holders [Not applicable. In accordance with the SchVG the Notes provide that the Holders may by majority resolution appoint a representative for all Holders (the "Holders' Representative"). The responsibilities and functions assigned to the Holders' Representative appointed by a resolution are determined by the SchVG and by majority resolutions of the Holders.] [[ ] has been designated in the Terms and Conditions of the Notes as representative for all Holders (the "Holders' Representative"). The duties, rights and functions of the Holders' Representative are determined by the relevant provisions of the Terms and Conditions.] C.10 Please see Element C.9. Explanation how the value of the investment is affected in the case the Notes have a derivative component in the interest payment C.11 Admission to trading on a regulated market or equivalent market Not applicable. The interest payment has no derivative component. Regulated market of the [Luxembourg Stock Exchange][Frankfurt Stock Exchange]. Element Section D - Risks Risks specific to RWE Aktiengesellschaft as [Issuer] [Guarantor] D.2 Key information on the key risks that are specific to the Issuer At present, there are no identifiable risks that could jeopardise the continued operation of RWE or the RWE Group. However, there are a number of businesses or operational factors that can affect RWE Group's operations by having either a positive or a negative impact on revenue and results which may affect RWE's ability to fulfill its obligations under the Notes. These include: Market risks: Risks arising from the volatility of commodity prices: The development of prices on commodity markets greatly

18 18 influences RWE Group's earnings, especially in the field of electricity generation. Framework risks: Regulatory and political risks: As a utility, RWE Group plans its capital expenditure for periods extending over decades, making the Group especially affected by changes in political framework conditions in the energy industry, both at the national and European level. However, comprehensive reforms of the energy sector are currently on the agendas of numerous European countries and the European Union. Risks resulting from CO 2 emissions and trading schemes: There is a danger that individual EU member states may find the European Emissions Trading System (ETS) insufficient and impose additional burdens on companies through domestic regulations. Other legal and arbitration procedures: Individual RWE Group companies are involved in litigation and arbitration proceedings due to their operations or the acquisition of companies. Out-of-court claims have been filed against some of them. Furthermore, RWE Group companies are directly involved in various procedures with public authorities or are at least affected by their results. Operational risks: Risk of continuity of business activities and risks associated with corporate strategy: The RWE Group operates technologically complex and interconnected production plants in all parts of RWE Group's value chain. Uninsured damage can be incurred by the lignite mining equipment, production facilities, power plant components and networks. Capital expenditure on property, plant and equipment, acquisitions and divestments give rise to major risks as it has a long-term effect on RWE Group's portfolio. Risk associated with information technology: Risks are associated with the availability of networks and IT solutions as well as with the security of RWE Group's data. As the Group is making large investments in the IT infrastructure of subsidiaries there is a risk that the associated costs may be higher than anticipated. Financial market and credit risks: Financial risks: The volatility in financial prices such as foreign exchange rates, interest rates, credit spreads or share prices can have a significant effect on RWE Group's earnings. Creditworthiness of business partners: Business relations with key accounts, suppliers and trading partners expose the RWE Group to credit risks. Risks associated with Indebtedness: Indebtedness risks arise, for example, if cash inflows and outflows fail to meet RWE's expectations. This may apply to the cash flows from operating activities, capital expenditure and proceeds from divestments. Moreover, transactions that do not have a direct effect on cash may influence RWE Group's indebtedness. For example, changes in discount rates in line with the market interest rate level can affect the net present value of provisions (discount rate risk).

19 19 Liquidity risks: Liquidity risks consist of the danger of the RWE Group's liquidity reserves no longer being sufficient to meet financial obligations in a timely manner. Other risks: Risk of repurchase of Dea's UK Assets: On 2 March 2015 RWE AG and the LetterOne Group completed the sale of RWE Dea AG. According to the sale contract, LetterOne will keep Dea's UK business legally independent and separate from the rest of the activities for several years. In the event that the EU or the USA imposes sanctions on LetterOne or its Russian majority owners, RWE shall be obliged to repurchase Dea's UK business for resale to an independent third party within the first twelve months from the completion of the transaction. This may cause the conditions to be less favourable to RWE. Other earnings risks: This includes reputation risks and risks associated with non-compliance and criminal offences committed by employees of the RWE Group. [Risks specific to RWE Finance B.V. as Issuer D.2 Key information on the key risks that are specific to the Issuer Please see RWE Aktiengesellschaft Element D.2. RWE Finance's continued operations depend on the ability of RWE and other members of the RWE Group to meet their payment obligations under loans provided to them by RWE Finance. For the key risks of RWE see Risks specific to RWE Aktiengesellschaft as [Issuer] [Guarantor] Element D.2.] Risks specific to the Securities D.3 Key information on the key risks that are specific to the securities Notes may not be a suitable Investment for all Investors Each potential investor in Notes must determine the suitability of that investment in light of its own circumstances. Liquidity Risk There can be no assurance that a liquid secondary market for the Notes will develop or, if it does develop, that it will continue. In an illiquid market, an investor might not be able to sell his Notes at any time at fair market prices. The possibility to sell the Notes might additionally be restricted by country specific reasons. Market Price Risk The Holder of Notes is exposed to the risk of an unfavourable development of market prices of its Notes, which materialises if the Holder sells the Notes prior to the final maturity of such Notes. Risk of Early Redemption A Holder of Notes is exposed to the risk that due to early redemption his investment will have a lower than expected yield. Also, the Holder may only be able to reinvest on less favourable conditions as compared to the original investment. [Currency Risk A Holder of Notes denominated in a foreign currency is exposed to the risk, that changes in currency exchange rates may affect

20 20 the yield of such Notes.] [Fixed Rate Notes A Holder of Fixed Rate Notes is exposed to the risk that the price of such Notes falls as a result of changes in the market interest rate.] [Floating Rate Notes A Holder of Floating Rate Notes is exposed to the risk of fluctuating interest rate levels and uncertain interest income. Fluctuating interest rate levels make it impossible to determine the profitability of Floating Rate Notes in advance.] Resolutions of Holders Since the Terms and Conditions of the Notes provide for resolutions of Holders, either to be passed in a meeting of Holders or by vote taken without a meeting, a Holder is subject to the risk of being outvoted by a majority resolution of the Holders. As resolutions properly adopted are binding on all Holders, certain rights of such Holder against the Issuer under the Terms and Conditions may be amended or reduced or even cancelled. Holders' Representative Since the Terms and Conditions of the Notes provide for the appointment of a Holders' Representative, it is possible that a Holder may be deprived of its individual right to pursue and enforce its rights under the Terms and Conditions against the Issuer, such right passing to the Holders' Representative who is then responsible to claim and enforce the rights of all Holders. Element Section E Offer E.2b Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks [ ] E.3 A description of the terms and conditions of the offer E.4 Any interest that is material to the issue/offer including conflicting interests E.7 Estimated expenses charged to the investor by the issuer or the offeror [No public offer is being made or contemplated.] The total amount of the [issue] [offer] is [ ]. [The offer period commences on [ ] and ends on [ ].] [The minimum subscription amount is [ ].] [The maximum subscription amount is [ ].] [The expected price at which the Notes will be offered is [ ].] [ ] [ ] [ ]

21 21 GERMAN TRANSLATION OF THE SUMMARY ZUSAMMENFASSUNG Zusammenfassungen sind zusammengesetzt aus Offenlegungspflichten, die als "Punkte" benannt sind. Diese Punkte sind in die Abschnitte A E (A.1 E.7) nummeriert. Diese Zusammenfassung (die "Zusammenfassung") enthält alle Punkte, die in eine Zusammenfassung für diese Art von Schuldverschreibungen und die Emittenten aufzunehmen sind. Da einige Punkte nicht zu berücksichtigen sind, kann die Nummerierung Lücken aufweisen. Auch wenn ein Punkt wegen der Art der Schuldverschreibungen und der Emittenten in die Zusammenfassung aufgenommen werden muss, ist es möglich, dass bezüglich dieses Punktes keine relevante Information gegeben werden kann. In einem solchen Fall ist in der Zusammenfassung eine kurze Beschreibung des Punktes unter Bezeichnung als "nicht anwendbar" enthalten. [Die Zusammenfassung enthält durch eckige Klammern oder Kursivschreibung gekennzeichnete Optionen und Leerstellen bezüglich der Schuldverschreibungen, die unter dem Programm begeben werden können. Die Zusammenfassung der einzelnen Emission der Schuldverschreibungen wird die nur für diese Emission von Schuldverschreibungen relevanten Optionen, wie durch die Endgültigen Bedingungen festgelegt, und die ausgelassenen, durch die Endgültigen Bedingungen vervollständigten Leerstellen beinhalten.] 1 Punkt Abschnitt A Einleitung und Warnhinweise A.1 Warnhinweise Warnhinweis, dass die Zusammenfassung als Einleitung zum Prospekt verstanden werden sollte; sich der Anleger bei jeder Entscheidung in die Schuldverschreibungen zu investieren, auf den Prospekt als Ganzen stützen sollte; ein Anleger, der wegen der in dem Prospekt enthaltenen Angaben Klage einreichen will, nach den nationalen Rechtsvorschriften seines Mitgliedstaats möglicherweise für die Übersetzung des Prospekts aufkommen muss, bevor das Verfahren eingeleitet werden kann; und zivilrechtlich nur die Emittentin haftet, die die Zusammenfassung samt etwaiger Übersetzungen vorgelegt und übermittelt haben, und dies auch nur für den Fall, dass die Zusammenfassung verglichen mit den anderen Teilen des Prospekts irreführend, unrichtig oder inkohärent ist oder verglichen mit den anderen Teilen des Prospekts wesentliche Angaben, die in Bezug auf Anlagen in die betreffenden Wertpapiere für die Anleger eine Entscheidungshilfe darstellen, vermissen lassen. A.2 Zustimmung zur Verwendung des Prospekts [Jeder Platzeur und/oder jeder weitere Finanzintermediär, der die emittierten Schuldverschreibungen nachfolgend weiter verkauft oder endgültig platziert, ist berechtigt, den Prospekt für den späteren Weiterverkauf oder die endgültige Platzierung der Schuldverschreibungen während der Angebotsperiode für den späteren Weiterverkauf oder die endgültige Platzierung vom [ ] bis [ ] zu verwenden, vorausgesetzt jedoch, dass der Prospekt in Übereinstimmung mit Artikel 11 Absatz 2 des Luxemburger Wertpapierprospektgesetzes (Loi relative aux prospectus pour valeurs mobilières), wie von Zeit zu Zeit geändert welches die Richtlinie 2003/71/EG des Europäischen Parlaments und des Rates vom 4. November 2003 (in der jeweils aktuellen Fassung) umsetzt, noch gültig ist. 1 Für die Zusammenfassung einer einzelnen Emission von Schuldverschreibungen zu löschen.