RWE: Statement by the Management Board in response to the counter-motions

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RWE Aktiengesellschaft

Essen

Statement by the Management Board in response to the counter-motions tabled at the General Meeting

The counter-motions regarding the agenda of our annual general meeting this year touch on various subjects, on which we would like to make the following statement.

grow green our strategic direction. RWE’s Board of Directors and Supervisory Board drive RWE’s transformation into an exclusively green energy-focused power producer energy at full speed. The pace of this transformation is exemplary. As part of our Growing Green growth strategy, we are significantly increasing our green production capacity in attractive growth markets around the world while helping to build a powerful hydrogen industry with full determination. In addition to the production of hydrogen from green electricity, this also involves importing green molecules, both of which are essential for the decarbonisation of industry. Furthermore, particularly in view of the current situation, the use of flexible production capacities makes a major contribution to security of supply, which has become essential given geopolitical developments. Under Growing Green, RWE will invest a total of €50 billion in its green business globally by 2030. Some 90% of RWE’s investments are already dedicated to projects classified as green and sustainable according to the EU taxonomy.

The capital market also rewards RWE’s continued strategic development. We refute the criticisms expressed in the counter-petitions filed by individual shareholders.

Ambitious climate goals. We are pursuing a clear objective: the Group aims to be carbon neutral by 2040. At the Paris Climate Conference in 2015, the international community made a commitment to limit the rise in the global average temperature to a level clearly less than two degrees Celsius below pre-industrial levels. Our actions go in this direction. This has been officially confirmed by the independent Science Based Targets Initiative (SBTi) here end of 2020. Unlike other simplified valuation models, the SBTi uses a method that appropriately assesses RWE’s ambitious climate goals.

Now we are getting even more ambitious by aiming for the 1.5 degree trajectory. Coal plant outages are progressing as planned. In 2021, we ceased producing electricity from hard coal in Germany and decommissioned five 300 MW lignite units.

It is true that after having reduced our emissions by a total of 62% in eight years and despite the continued closure of coal-fired power plants, we have recorded an increase for the first time. In addition to the recovery in electricity demand, it is above all the less favorable weather conditions for wind power and the competitive disadvantages of gas-fired power plants caused by a sharp rise in fuel costs that have led to a temporary increase in the use of our lignite production. stations. However, we are following our roadmap with determination. We aim to be carbon neutral by 2040 while progressing as quickly as possible in line with the 1.5 degree scenario.

Roadmap for phasing out coal. A further acceleration of coal phase-out in Germany by 2030 will depend on how quickly renewables and grids are developed. We are already proactively supporting this path through our renewable energy investments in Germany and are ready to engage in constructive dialogue with policy makers. This is not affected by the crisis in Ukraine. However, what is also certain is that we will do our part if the German government decides that our coal-fired power plants are temporarily needed to ensure security of supply now. After all, it would not be a reversal, but a step aside for a limited time.

Surface mines in the Rhine mining region. Due to the closures implemented so far in the coal business, we will no longer produce more than half of the lignite reserves for which the competent authorities have issued mining permits. Given the premature disappearance of the Hambach open pit mine, only the Garzweiler open pit mine will remain to supply the power stations. Therefore, the German Coal Phase-out Act classified it as necessary for the energy sector. The expertise commissioned from the DIW by Greenpeace, published in May 2020, had overestimated the amount of extractable carbon in its analysis and is clearly invalidated by other studies.

The decision of the Higher Administrative Court of Münster which confirmed the legality of the transfer of ownership to Lützerath in March 2022 is important for the continuation of surface mining as planned. We are pleased that an amicable solution has been found regarding the purchase of the property of the farmer concerned and his relocation within a week of the decision.

If coal phase-out is indeed accelerated, we will discuss the implications for the surface mine with policy makers. This will include determining to what extent the third section of regulations is no longer necessary. It depends on political decisions that are currently uncertain.

Phasing out of Dutch coal. We accept coal exit unconditionally, but find it unfair that the law does not contemplate compensation for interference with corporate property rights. That’s why we’ve filed for Energy Charter Treaty arbitration with the International Center for Settlement of Investment Disputes in Washington to preserve our chances of obtaining financial compensation. We believe this is our duty to the company as well as to our shareholders.

Minority stake in Urenco. As an Anglo-Dutch-German joint venture, Urenco is bound by intergovernmental treaties to use nuclear energy peacefully at all of its sites and is closely monitored by state and international institutions. Operating activities are supervised by Urenco. As RWE only owns one-sixth of the joint venture, it has only limited influence over its strategic direction. As stated on several occasions, RWE is still interested in selling its minority stake in Urenco and is not otherwise involved in the development or commercialization of nuclear reactors.

Municipal shareholders. Municipal shareholders have established themselves among the owners of the business. We work with them and our other investors both well aand constructively. Local authorities are major players in the energy transition, particularly in an increasingly distributed energy world, to which they provide proactive local support. while working in line with RWE objectives.

We consider that the counter-motions are unfounded and confirm the proposals we have made in the draft resolutions. The Supervisory Board issued a separate statement regarding its proposal for the by-election of Thomas Kufen.

Essen, April 2022

RWE Aktiengesellschaft The Executive Board

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