RWE Aktiengesellschaft: Tender Offer for hybrid bonds

RWE Aktiengesellschaft herewith discloses the launch of an invitation to the holders of its below mentioned notes (the "Notes") to tender the Notes for repurchase by RWE Aktiengesellschaft for cash on the following terms:

1. EUR 550,000,000 Subordinated Notes with a First Call Date in 2025 (ISIN XS1219499032) (the "EUR 2025 Notes") (ISIN XS1219499032) (die "EUR 2025 Notes") for a purchase price of 103.45 per cent of the principal amount,
2. USD 500,000,000 Subordinated Notes with a First Call Date in 2026 (ISIN XS1254119750) (the "USD 2026 Notes", and together with the EUR 2025 Notes, the "Priority 1 Notes") for a purchase price of 112.25 per cent of the principal amount,
3. GBP 750,000,000 Subordinated Notes with a First Call Date in 2019 (ISIN XS0652913988) (the "GBP 2019 Notes") for a purchase price of 107.60 per cent of the principal amount, and
4. EUR 700,000,000 Subordinated Notes with a First Call Date in 2020 (ISIN XS1219498141) (the "EUR 2020 Notes", and together with the GBP 2019 Notes, the "Priority 2 Notes") for a purchase price of 102.85 per cent of the principal amount.

RWE Aktiengesellschaft will accept for repurchase Notes in an aggregate principal amount of up to a maximum of EUR 550,000,000 (or the equivalent amount in USD or GBP) (the "Maximum Acceptance Amount"), whereby the Priority 1 Notes shall be repurchased preferentially. The Priority 2 Notes shall only be repurchased to the extent the Maximum Acceptance Amount has not already been fully exhausted. Should the aggregate principal amount of Notes offered for repurchase exceed the Maximum Acceptance Amount, RWE Aktiengesellschaft has full discretion in allocating the Maximum Acceptance Amount between the EUR 2025 Notes and the USD 2026 Notes within the Priority 1 Notes. The same applies to the allocation between the GBP 2019 Notes and the EUR 2020 Notes within the Priority 2 Notes.
The holder of the Notes are invited to tender their Notes for repurchase within the tender period commencing on 26 September 2017 and expected to close on 5 October 2017 (5:00 p.m CEST). The results of the tender are intended to be disclosed on 6 October 2017. The settlement is expected to take place on 10 October 2017.
The invitation to tender Notes for repurchase shall be valid and take effect only outside the territories of the United States. Further information and restrictions with respect to the tender will be published in a Tender Offer Memorandum, which, immediately upon this disclosure, can be obtained from Lucid Issuer Services Limited acting as tender Agent.
 
RWE Aktiengesellschaft
Disclosed by Dr. Ulrich Rust, General Counsel