RWE Investor Presentation As of August 2019
Disclaimer This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management, and are based on information currently available to the management. Forward-looking statements shall not be construed as a promise for the materialisation of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company, and other factors. Neither the Company nor any of its affiliates assumes any obligations to update any forward-looking statements. All figures regarding the renewables business are based on pro forma combined innogy and E.ON publicly available data. The implementation of the transaction is still subject to conditions, including merger control clearances. RWE AG | Investor Presentation | August 2019 Page 2
Investment Highlights – key takeaways On track to transform into a globally leading renewables player with the ambition to significantly grow the business further Combination of renewables with firm conventional power generation and global trading house uniquely positioned to support energy transition in every aspect Significant contribution to reduction of CO 2 emissions since 2012 with ambitious further reduction targets until 2030 Focus on operational performance and negotiations of coal phase-out to achieve planning certainty for lignite operations Strong operational earnings to support future growth and attractive dividend RWE AG | Investor Presentation | August 2019 Page 3
Strategic highlight: RWE continues to reshape its future RWE AG | Investor Presentation | August 2019 Page 4
RWE is reshaping its operating business and financial portfolio and completes with a renewables segment Financial Operating business portfolio New Renewables Lignite & Nuclear European Power Supply & Trading Financial portfolio 16.7% E.ON E.ON innogy RES Gas storage 25% Gundremmingen 37.9% Kelag E.ON 25.1% Amprion E.ON RES 12.5% Emsland ~90% ~10% Optimised financial Strengthening and future proofing of the core portfolio with stable and operating business attractive dividends % Expected future EBITDA share. Additions to RWE Portfolio (from transaction). RWE AG | Investor Presentation | August 2019 Page 5
Key transaction parameters > E.ON to acquire RWE’s 76.8% stake in innogy for a total consideration of € 17.1bn, including fiscal 2017 and 2018 dividend > E.ON to launch a voluntary public takeover offer for innogy minorities at € 40 per share (adjusted for E.ON acquisition of innogy dividend payments until closing) > Offer value of € 40 per share represents a premium of 28% to the unaffected innogy share price 1 and implied EV/EBITDA 2018E of 10.5x 2 > E.ON renewables business 3 RWE asset > innogy renewables business purchases > innogy‘s German and Czech Gas Storage business (economic effect as of > E.ON minority stakes in RWE’s nuclear plants Gundremmingen (25.0%) and Emsland (12.5%) 1 Jan 2018) > innogy’s 37.9% stake in Kelag RWE stake in E.ON > E.ON to issue 440m shares to RWE implying a post money stake of 16.7% in E.ON innogy dividend > RWE to receive fiscal 2017 and 2018 innogy dividend Cash payment > E.ON to receive ~ € 1.5 bn from RWE 1 As of 22 February 2018. | 2 Based on implied enterprise value of € 43 bn and mid-point of guided innogy EBITDA 2018 of € 4.1 bn and € 4.2 bn. 3 Excluding German and Polish onshore wind assets belonging to e.dis (151 MW) and 20% stake in Rampion offshore wind farm (80 MW). RWE AG | Investor Presentation | August 2019 Page 6
Highly complementary renewables and conventional generation portfolio Pro forma combined net generation capacity 1 (as of 1 January 2019) > Leading European generator with diversified and balanced generation technologies 2.7 > De-risking of portfolio with >60% of low Low CO 2 Firm and 10.3 CO 2 generation capacity generation flexible 9.3 capacity capacity >60% 45.7 GW >80% > Leading provider of reliable and flexible generation capacity to balance intermittent production of 6.5 renewables 2.8 14.1 > Opportunity to extract value from enlarged portfolio through leading commercial asset optimisation platform Gas Renewables Other Lignite Hard coal Nuclear 1 RWE stand- alone plus E.ON’s and innogy’s renewables businesses. RWE AG | Investor Presentation | August 2019 Page 7
Leading renewables player with attractive growth platform Installed renewable capacity in Europe 1 Pro forma combined renewables capacity 2 RoW Germany 7% 20% US 36% 9.1 GW 24% UK 4% 5% Pro forma 4% combined Iberia Italy Benelux > No. 3 renewables player in Europe with well-balanced portfolio and strong position in U.S. onshore wind market > No. 2 offshore wind operator globally with 2.5 GW 2 in operation and 0.5 GW 2 under construction > Strong development pipeline in attractive growth markets and scope for efficiencies 1 Bloomberg New Energy Finance, as at 31 Dec 2018. 2 As at 31 December 2018. Pro rata view. Excludes RWE’s own renewable capacity. Excluding renewable portfolio of E.DIS and 20% in Rampion. RWE AG | Investor Presentation | August 2019 Page 8
Strategic ambition to build a global renewables player Target growth markets 1 Focus markets Europe Americas Asia- Pacific Growth ambition ~2.0-3.0 GW p.a. Funds available for investment ~ € 1.5 bn p.a. net Focus markets Solar PV Wind onshore Wind offshore 1 Size of bubble indicates approximate growth ambitions in GW. RWE AG | Investor Presentation | August 2019 Page 9
Strong platform with attractive growth prospects Capacity in operation and under construction for the years 2019 – 2021 1 GW, pro rata > Attractive project pipeline of 1.9 GW under construction with expected commissioning in the 0.6 11.0 0.6 years 2019 to 2021 0.7 9.1 Triton Knoll ~508 MW Additional projects with short-term FID > Nysater 95 MW of ~3 GW under development with potential commissioning date Australian PV 349 MW by 2021 Scioto Ridge 242 MW Other 12 MW > Total combined medium-/long-term 2 coastal projects 371 MW development pipeline of more than 10 GW West of Pecos 100 MW Clocaenog Forest 96 MW Morcone 57 MW Mynydd Y Gwair 33 MW Bad á Cheò 27 MW Other 18 MW In Under construction, Under construction, Under construction, Total operation exp. COD 2019 exp. COD 2020 exp. COD 2021 1 Pro forma combined renewables capacity as at 31 December 2018. Pro rata view. Excluding renewable portfolio of E.DIS and 20% of Rampion. Source: innogy and E.ON. RWE AG | Investor Presentation | August 2019 Page 10
Earnings growth foreseen until early 2020s before investing into further pipeline projects Estimated development of EBITDA for pro forma combined operational renewables portfolio > Illustrative earnings profile of portfolio in operation and under illustrative Expiration of higher starting construction End of ROC scheme tariffs under EEG compression for offshore wind farms model at Nordsee Ost and > Assumes no further growth London Array and Amrumbank capex; excludes projects without Greater Gabbard FID, e.g. Triton Knoll > ~50% of portfolio with regulated or contracted cash flows for still € 1.5 bn Commissioning more than 10 years of projects End of ROC scheme for under offshore wind farms > ~11.5 years avg. remaining construction Scroby Sands and support tenor Robin Rigg 2015 2017 2020 2025 2030 2035 Note: Consolidated view. Data as of 31 December 2017. Source: RWE analysis. RWE AG | Investor Presentation | August 2019 Page 11
Step-change in operating business with doubling of EBITDA post transaction RWE stand-alone EBITDA 1 Pro forma EBITDA 2 ( € bn) ~10% > Significant earnings accretion with ~30% more than 90% of EBITDA from 22% operating businesses 47% > Diversification of earnings mix 1.5 > ~60% contribution from renewables to 20% pro forma EBITDA 11% > ~50% of operating EBITDA coming ~60% from contracted operations 3 with visible and stable earnings profile Lignite & Nuclear European Power Supply & Trading Renewables Dividends 1 Split based on 2018 EBITDA for RWE stand-alone. | 2 Split based on estimated numbers post closing. 3 Contracted operations include earnings from capacity payments for conventional generation, ROCs, CfDs, feed-in tariffs and PPAs. RWE AG | Investor Presentation | August 2019 Page 12
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