RWE - AGM 26 June 2020
WARNING: The AGM is to be held in the form of a virtual AGM in accordance with the
German Act to Mitigate the Consequences of the COVID-19 Pandemic. The physical
presence of shareholders or their authorised proxies is not possible. The voting rights
may therefore be exercised solely by way of postal voting or by granting authority to the
proxies designated by the Company.
Item 2: We recommend to oppose the dividend proposal as the dividend is not covered
by free cash flow or EPS for a fifth consecutive year and we therefore consider a
payment inappropriate at this time.
Item 5: PwC, Frankfurt, is proposed as auditor for the current financial year as well as for
the audit-like review of the financial report for the first half of 2020 and of the quarterly
reports for 2020 and 2021. While we have no concerns over the ratio of non-audit/audit
fees we note that PwC has audited the Company since at least the financial year 1997
(no earlier data available) which exceeds our maximum acceptable term of office of 10
years or 20 years in cases where an audit tender has taken place after the initial
engagement period. We therefore recommend opposing the re-election of PwC.
RWE is an electricity and gas company. The Conventional Power Generation segment consists of the activities of RWE Power, Essent and RWE npower. The Supply/Distribution Networks Germany segment supplies electricity, gas and heat. The Supply Netherlands/Belgium segment comprises the activities of Essent in the Netherlands. The Supply United Kingdom segment comprises the operations of RWE npower. The Central Eastern and South Eastern European segment contains activities in the Czech Republic, Hungary, Poland, Slovakia, Turkey and Croatia. The Renewables, Upstream Gas & Oil and Trading/Gas Midstream segments include the activities of RWE Innogy, RWE Dea and RWE Supply & Trading, respectively.
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