Unofficial translation of the articles of association of: RWE FINANCE B.V.

as they
read after the execution of a deed of partial amendment of the articles of
association, executed before Dirk-Jan Jeroen Smit, civil law notary, officiating in
Amsterdam, the Netherlands, on 27 July 2012.

CHAPTER I.
DEFINITIONS.
Article 1.
In these articles of association the following expressions shall have the following
meanings:
a. the General Meeting: the body of the company formed by shareholders;
b. the General Meeting of Shareholders: the meeting of shareholders;
c. the Distributable part of the net assets: that part of the company's net assets
which exceeds the aggregate of the issued capital and the reserves which
must be maintained by virtue of the law;
d. the Annual Accounts: the balance sheet and the profit and loss account with
the explanatory notes;
e. the Annual Meeting: the General Meeting of Shareholders held for the
purpose of discussion and adoption of the Annual Accounts; and
f. Accountant: a “register-accountant” or other accountant referred to in Article
393, Book 2 of the Dutch Civil Code, as well as an organisation within
which such accountants practice.
CHAPTER II.
NAME. SEAT. OBJECTS.
Article 2. Name and Seat.
1. The name of the company is:
RWE Finance B.V.
2. The official seat of the company is in ’s-Hertogenbosch.
Article 3. Objects.
The objects of the company are:
a. to incorporate, to participate in any way whatsoever, to manage, to supervise,
to operate and to promote enterprises, businesses and companies;
b. to finance businesses and companies;
c. to borrow, to lend and to raise funds, including the issue of bonds,
promissory notes or other securities or evidence of indebtedness as well as to
enter into agreement in connection with the aforementioned;
d. to render guarantees, to bind the company and to pledge its assets for
obligations of the companies and enterprises with which it forms a group and
on behalf of third parties;
e. to trade in currencies, securities and items of property in general;

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f. to perform any and all activity of industrial, financial or commercial nature;

as well as everything pertaining the foregoing, relating thereto or conductive
thereto, all in the widest sense of the word.
CHAPTER III.
CAPITAL AND SHARES. REGISTER.
Article 4. Authorised capital.
1. The authorised capital amounts to ten million euro (EUR 10,000,000).
2. The authorised capital is divided into one hundred thousand (100,000)
ordinary shares with a nominal value of one hundred euro (EUR 100) each.
3. All shares are to be registered shares. No share certificates shall be issued.
Article 5. Register of shareholders.
1. The management board shall keep a register in which the names and
addresses of all holders of shares are recorded, showing the date on which
they acquired the shares, the date of the acknowledgement or notification and
the amount paid on each share.
2. The names and addresses of those with a right of usufruct ('life interest') or a
pledge on the shares shall also be entered in the register, stating the date on
which they acquired the right, and the date of acknowledgement or
notification.
3. Each shareholder, each beneficiary of the life interest, and each pledgee is
required to give written notice of his address to the company.
4. The register shall be kept accurate and up to date. All entries and notes in the
register shall be signed by a member of the management board.
5. On application by a shareholder, a beneficiary of a life interest or a pledgee,
the management board shall furnish an extract from the register, free of
charge, insofar as it relates to his rights in a share.
6. The management board shall make the register available at the company's
office for inspection by the shareholders.
CHAPTER IV.
ISSUANCE OF SHARES. OWN SHARES.
Article 6. Issuance of shares.
Body competent to issue shares. Notarial deed.
1. The issuance of shares may only be effected pursuant to a resolution of the
General Meeting, insofar as the General Meeting has not designated another
body of the company in this respect.
2. The issuance of a share shall furthermore require a deed drawn up for that
purpose in the presence of a civil law notary registered in the Netherlands to
which those involved are party.
Article 7. Conditions of issuance. Rights of pre-emption.
1. A resolution for the issuance of shares shall stipulate the price and further
conditions of issuance.

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2. Upon issuance of shares, each shareholder shall have a pre-emptive right in

proportion to the aggregate nominal amount of his shares, such subject to the
restrictions set by law.
3. Shareholders shall have a similar right of pre-emption if options are granted
to subscribe for shares.
4. Prior to each single issuance the right of pre-emption may be limited or
excluded by the body of the company competent to issue.
Article 8. Payment for shares.
1. The full nominal amount of each share must be paid in on issue.
2. Payment for a share must be made in cash insofar as no other manner of
payment has been agreed on. Payment in foreign currency can be made only
after approval by the company.
Article 9. Own shares.
1. When issuing shares, the company shall not be entitled to subscribe for its
own shares.
2. The company may, subject to the relevant provisions of the law, acquire fully
paid in shares in its own capital or depository receipts thereof, up to the
maximum permitted by law.
3. The company may give loans with a view to the subscription for or
acquisition of shares in its capital or depository receipts thereof, but only up
to the amount of the distributable reserves.
4. The disposal of shares or depository receipts thereof held by the company
shall be effected pursuant to a resolution of the General Meeting. The
resolution to dispose of such shares or depository receipts shall also stipulate
the conditions of the disposal. The disposal of shares held by the company
shall be effected with due observance of the provisions of the blocking
clause.
5. No voting rights may be exercised in the General Meeting for any share held
by the company or any of its subsidiaries, nor in respect of any share of
which the company or any of its subsidiaries holds depository receipts.
CHAPTER V.
TRANSFER OF SHARES. LIMITED RIGHTS.
ISSUANCE OF DEPOSITORY RECEIPTS.
Article 10. Transfer of shares. Shareholders' rights.
Life interest ("Vruchtgebruik"). Pledging ("Pandrecht").
1. The transfer of a share or the transfer of a right in rem thereon shall require a
deed drawn up for that purpose in the presence of a civil law notary
registered in the Netherlands to which those involved are party.

2. Unless the company itself is party to the legal act, the rights attached to the
share can only be exercised after the company has acknowledged said legal

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act or said deed has been served on it in accordance with the relevant
provisions of the law.

3. On the creation of a life interest or a pledge on shares the right to vote shall
not accrue to the beneficiary of the life interest nor to the pledgee.
Article 11. Issuance of depository receipts.
The company shall not lend its co-operation to the issuance of depository receipts
for its shares.
CHAPTER VI.
BLOCKING CLAUSE.
Article 12. Offer.
1. Any shareholder wishing to transfer one or more shares, shall first offer to
sell those shares to his co-shareholders in accordance with the provisions of
this article. The obligation to make this offer is not applicable if, either all
shareholders have given their written approval to the proposed transfer,
which approval shall be valid for a period of three months, or a shareholder
is obligated by law to transfer his shares to a prior shareholder.
2. The price at which the shares can be purchased by the other shareholders
shall be agreed between the offeror and his co-shareholders. Failing
agreement between the parties the price shall be set by an independent expert
on request by the most willing party to be appointed by the chairman of the
Chamber of Commerce and Factories where the company is registered,
unless the expert is appointed by the parties with mutual consent. The expert
referred to in the preceding sentence shall be authorised to inspect all books
and records of the company and to obtain all such information as will be
useful for him setting the price.
3. If the co-shareholders together are interested in purchasing more shares than
have been offered, the offered shares shall be distributed among them as far
as possible in proportion to the shareholding of each interested party.
However, no interested party shall thus acquire more shares than it has
applied for.
4. The offeror remains entitled to withdraw its offer, provided he does so within
one month after he is informed to which interested parties he can sell all the
shares included in the offer and at what price.
5. If it is established that the co-shareholders do not accept the offer or that not
all shares included in the offer shall be purchased against payment in cash,
the offeror shall be free to transfer the shares within three months thereafter
to whomever he wishes.
6. The company itself as holder of one or more shares shall be entitled to apply
for the offered shares only with consent of the offeror.
7. In case of suspension of payments or bankruptcy, the shares of the
shareholder concerned shall be put on offer in accordance with the foregoing

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provisions hereof, within three months of the relevant event. If applications

are made for all share on the offer, the offer may not be withdrawn.
CHAPTER VII.
MANAGEMENT.
Article 13. Management board.
The management of the company shall be constituted by a management board
consisting of one or more members. The number of members shall be determined by
the General Meeting.
Article 14. Appointment. Suspension and dismissal. Remuneration.
1. The General Meeting shall appoint the members of the management board.
2. A member of the management board may at any time be suspended or
dismissed by the General Meeting.
3. A member of the management board may at any time be suspended by the
supervisory board. Such suspension may at any time be discontinued by the
General Meeting.
4. Any suspension may be extended one or more times, but may not last longer
than three months in the aggregate. If at the end of that period no decision
has been taken on termination of the suspension, or on dismissal, the
suspension shall cease.
5. The supervisory board shall determine the remuneration and further
conditions of employment for each member of the management board.
Article 15 Duties of the management board.
Decision making process. Allocation of duties.
1. Subject to the restrictions imposed by these articles of association, the
management board shall be entrusted with the management of the company.
2. The management board may lay down rules regarding its own decision
making process. The adoption and/or amendment of the rules regarding the
management board’s decision making process requires the prior approval of
the supervisory board.
3. The management board may determine the duties with which each member
of the management board will be charged in particular.
4. A member of the management board may be represented by a co-member of
the management board authorised in writing. The expression: "in writing"
shall include any message transmitted by current means of communication
and received in writing. A member of the managing board may not act as
representative for more than one co-member.
5. Resolutions of the management board may also be adopted in writing
without recourse to a management board meeting, provided they are adopted
by an unanimous vote of all members of the management board. The
expression: "in writing" shall include any message transmitted by current
means of communication and received in writing.

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Article 16 Representation.
1. The management board shall be authorised to represent the company. Each
two members of the management board acting jointly are also authorised to
represent the company.
2. The management board may appoint staff members with general or limited
power to represent the company. Each of these staff members shall be able to
represent the company with due observance of any restrictions imposed on
him. The management board shall determine their titles.
3. In the event of a conflict of interest between the company and a member of
the management board, the company shall be represented by another member
of the management board. The General Meeting shall at all times be
competent to designate one or more persons for this purpose. In the event of
a conflict of interest between the company and all members of the
management board, the company shall be represented by a person as the
General Meeting shall designate for the purpose.
Article 17 Approval of decisions of the management board.
1. The General Meeting and/or the supervisory board are entitled to require
resolutions of the management board to be subject to its approval. These
resolutions shall be clearly specified and notified to the management board
in writing.
2. The lack of approval referred to in paragraph 1 does not affect the authority
of the management board to represent the company.
Article 18. Absence or prevention.
If a member of the management board is absent or prevented from performing his
duties, the remaining members or member of the management board, shall be
temporarily entrusted with the entire management of the company. If all members of
the management board, or the sole member of the management board, are absent or
prevented from performing their duties, the management of the company shall be
temporarily entrusted to the supervisory board or person designated for this purpose
by the supervisory board.
Article 19. Supervisory board.
1. The General Meeting may resolve to install a supervisory board. The
supervisory board shall be in office as of the day the resolution of the
General Meeting resoluting to install a supervisory board shall be filed with
the Trade Register where the company is registered.
Until and in so far in accordance with this article no supervisory board has
been installed, this article and the other articles concerning the supervisory
board, shall not apply. All duties and obligations accruing to the supervisory
board in according with these articles of association, shall then accrue to the
General Meeting.

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2. The General Meeting may resolve to cancel the supervisory board that can be
installed in accordance with the previous paragraph. The second sentence of
the previous paragraph shall equally apply.
Article 20. Appointment.
The members of the supervisory board shall be appointed by the General Meeting.
The number of members shall be determined by the General Meeting.
Article 21. Suspension and dismissal.
A member of the supervisory board may be suspended or dismissed by the General
Meeting at any time.
Article 22. Remuneration
The General Meeting shall determine the remuneration for each member of the
supervisory board.
Article 23. Duties and powers of the supervisory board.
1. It shall be the duty of the supervisory board to supervise the management of
the management board and the general course of affairs in the company and
in the business connected with it, including the approving of the rules of the
management board regarding its decision making process as referred to in
article 15 paragraph 2. It shall assist the management board with advice. In
performing their duties the supervisory board members shall act in
accordance with the interests of the company and of the business connected
with it.
2. The management board shall supply the supervisory board in due time with
the information required for the performance of its duties.
3. The supervisory board shall have access to the buildings and premises of the
company and shall be authorised to inspect the books and records of the
company. The supervisory board may designate one or more persons from
among its members or an expert to exercise these powers. The supervisory
board may also in other instances be assisted by experts.
Article 24. Proceedings and decision making process.
1. The supervisory board shall elect a chairman from among its members, and a
deputy chairman who shall act in place of the chairman in the latter's
absence. It shall appoint a secretary, who need not be a member of the
supervisory board, and make arrangements for his replacement in case of
absence.
2. In the absence of the chairman and the deputy chairman at a meeting, the
meeting shall itself designate a chairman.
3. The supervisory board shall meet at least two times a year. The supervisory
board shall meet whenever the chairman, or one other supervisory board
member, or the management board deem(s) such necessary.
4. The secretary shall keep minutes of the proceedings at meetings of the
supervisory board. The minutes shall be adopted in the same meeting or in a

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following meeting of the supervisory board and shall be signed by the

chairman and the secretary as evidence thereof.
5. All resolutions of the supervisory board shall be adopted by a majority of the
votes cast.
6. Resolutions of the supervisory board shall only be valid if passed at a
meeting at which the majority of the supervisory board members are present
or represented.
A supervisory board member may be represented by a co-member of the
supervisory board authorised in writing. The expression: "in writing" shall
include any message transmitted by current means of communication and
received in writing. A supervisory board member may not act as
representative for more than one co-member.
7. The supervisory board may also adopt resolutions without a meeting,
provided the proposal concerned is submitted to all supervisory board
members, that none of them objects to this manner of adopting resolutions
and that the resolution is agreed to in writing by all the members of the
supervisory board. The secretary shall draw up a report regarding a
resolution thus adopted and shall attach the replies received to the report,
which shall be signed by the chairman and the secretary.
8. The members of the management board are obliged, when they are invited to
it, to attend the supervisory board meetings and to give all the information
the supervisory board requires.
CHAPTER VIII.
ANNUAL ACCOUNTS. PROFITS.
Article 25. Financial year.
Drawing up of the Annual Accounts.
Deposition for inspection.
1. The financial year of the company shall be the calendar year.
2. Annually, not later than five months after the end of the financial year,
unless by reason of special circumstances this term is extended by the
General Meeting by not more than six months, the management board shall
draw up Annual Accounts.
3. The management board shall deposit the Annual Accounts for inspection by
the shareholders at the office of the company within the period referred to in
paragraph 2. Within this period the management board shall also deposit the
annual report for inspection by the shareholders.
4. The Annual Accounts shall be signed by all the members of the management
board and all the members of the supervisory board; if the signature of one or
more of them is lacking, this shall be stated and reasons given.
5. The company may, and if the law so requires shall, appoint an Accountant to
audit the Annual Accounts.

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Article 26. Adoption of the Annual Accounts. Publication.

1. The General Meeting shall adopt the Annual Accounts.
2. The company shall publish the Annual Accounts within eight days following
the adoption there subject to statutory exemptions, if applicable.
Article 27. Profits.
1. The allocation of profits earned in a financial year shall be determined by the
General Meeting.
2. Distributions can only take place up to the amount of the distributable part of
the net assets.
3. Distribution of profits shall take place after the fixing of the Annual
Accounts from which it appears it is approved.
4. The General Meeting may, subject to due observance of the provision of the
law, resolve to pay an interim dividend.
5. The General Meeting may, subject to due observance of paragraph 2, resolve
to make payments to the charge of any reserve which need not to be
maintained by virtue of the law.
6. A claim of a shareholder for payment of a dividend shall be barred after five
years have elapsed.
CHAPTER IX.
GENERAL MEETINGS OF SHAREHOLDERS.
Article 28. Annual Meeting.
1. The Annual Meeting shall be held annually, and not later than six months
after the end of the financial year, for the purposes of (i) discussion and
adoption of the Annual Accounts, (ii) granting discharge to the members of
the management board for the management, insofar as such management is
apparent from the Annual Accounts and (iii) granting discharge to the
members of the supervisory board for the supervision thereof.

2. Other General Meetings of shareholders shall be held as often as the

management board or the supervisory board deems such necessary.
3. General meetings of shareholders shall be convoked by the management
board, by letter mailed to the addresses of the shareholders as shown in the
register of shareholders.
4. The convocation shall take place no later than on the fifteenth day prior to
the date of the meeting.
5. The general meetings of shareholders shall be held in the municipality in
which the company has its official seat according to these articles of
association or in the municipality of Amsterdam or Haarlemmermeer
(Schiphol Airport).
6. The General Meeting shall itself appoint its chairman. Until that moment a
member of the management board shall act as chairman and in the absence of
such a member the eldest person at the meeting shall act as chairman.

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7. The members of the management board shall ,as such, have the right to give
advice in the General Meeting of Shareholders.
Article 29. Waiver of formalities.
1. As long as the entire issued capital is represented at a General Meeting of
Shareholders valid resolutions can be adopted on all subjects brought up for
discussion, even if the formalities prescribed by law or by the articles of
association for the convocation and holding of meetings have not been
complied with, provided such resolutions are adopted unanimously.
2. The management board keeps a record of the resolutions made. If the
management board is not represented at a meeting, the chairman of the
meeting shall provide the management board with a transcript of the
resolutions made as soon as possible after the meeting. The records shall be
deposited at the offices of the company for inspection by the shareholders.
Upon request each of them shall be provided with a copy or an extract of
such record at not more than the actual costs.
Article 30. Voting rights.
1. Each share confers the right to cast one vote.
2. The right to take part in the meeting may be exercised by a proxy authorised
in writing.
3. To the extent that the law or the articles of association do not require a
qualified majority, all resolutions shall be adopted by a majority of the votes
cast.
4. If there is a tie vote of votes the proposal is thus rejected.
Article 31. Resolutions outside of meetings. Records.
1. Resolutions of shareholders may also be adopted in writing without recourse
to a General Meeting of Shareholders, provided they are adopted by a
unanimous vote of all shareholders entitled to vote. The provisions of Article
15 paragraph 5 second sentence, shall apply accordingly.
2. The provisions of article 24 paragraph 7 shall apply correspondingly to the
adoption of resolutions outside a meeting as referred to in paragraph 1.
3. The management board shall keep a record of the resolutions thus made.
Each of the shareholders must procure that the management board is
informed in writing of the resolutions made in accordance with paragraph 1
as soon as possible. The records shall be deposited at the offices of the
company for inspection by the shareholders. Upon request, each of them
shall be provided with a copy or an extract of such record at not more than
the actual costs.

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CHAPTER X.
AMENDMENT OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION.
LIQUIDATION.
Article 32.
Amendment of the articles of association and dissolution.
When a proposal of the management board to amend the articles of association or to
dissolve the company is to be made to the General Meeting, this must be mentioned
in the notification of the General Meeting of Shareholders. As regards an
amendment of the articles of association, a copy of the proposal including the text of
the proposed amendment must at the same time be deposited and held available at
the company's office for inspection by shareholders and depository receipt holders
until the end of the meeting.
Article 33. Liquidation.
1. In the event of dissolution of the company by virtue of a resolution of the
general meeting, the members of the management board shall be charged with
the liquidation of the business of the company.
2. During liquidation, the provisions of these articles of association shall remain
in force as far as possible.
3. The balance of the company remaining after payment of debts, shall be
transferred to the shareholders in proportion to the aggregate nominal amount
of their ordinary shares.

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