Counter-motions of the German Association of Critical Shareholders regarding the annual general meeting of RWE Aktiengesellschaft on April 28, 2022:
Counter-motion to item 2 of the agenda: allocation of distributable profit
The distributable profit of RWE AG for the financial year 2021 will not be allocated to the payment of the dividend of 608,598,043.20 euros (90 cents per dividend-bearing share) as proposed by the management.
The provisions for mining and nuclear waste disposal (nuclear segment) made by RWE AG to date will not be sufficient. Consequently, the provisions should be increased by the 608,598,043.20 euros planned for the dividend.
Counter-motion to item 3 of the agenda: Approval of the acts of the members of the Management Board for the 2021 financial year
The German Association of Critical Shareholders demands that the approval of the acts of the members of the Management Board be refused.
RWE AG is ignoring climate targets, harming human health, destroying villages and valuable farmland and playing a major role in the destruction of the planet.
The growth of the group Green strategy nothing more than green washing
The RWE Board of Directors does not assume its responsibility to meet the specific needsof the Paris Climate Agreement and to implement the phase-out of coal in an environmentally friendly way and in a socially acceptable way. RWE AG promises to “respond to the growing demand for elelectricity best possible while protecting the climate. At present, it is not even possible to see how RWE’s power generation could become carbon neutral by 2040. RWE would have set more ambitious climate targets to be in line with the Paris climate agreement.
The Growing Green group strategy proclaimed by RWE has so far been nothing more than green washing. Coal phase-out has progressed too slowly to date and investment in renewable energy is too low. In fact, RWE increased power generation from lignite by a quarter in fiscal year 2021 compared to 2020. This resulted in a commensurate increase in carbon dioxide emissions, by 24% compared to 2020.
Excavators must stop immediately before Lützerath
If the coal under the villages of Garzweiler in the Rhineland is mined and burned, it will be almost impossible to meet the Paris climate targets for Germany. The 1.5 degree limit symbolically passes in front of the village of Lützerath, as a study by the German Institute for Economic Research shows. RWE is breaking that limit by 1.5 degrees.
Although the village of Lützerath is inhabited, RWE lignite diggers dug to less than 100 meters from the village border.
As RWE extracts lignite by surface mining, the company is responsible for the extre-meintensive land use and land use changes and contributed to the land use, land use change and the forest sector becoming a source of carbon dioxide. The sector can no longer fulfill its function of capturing and storing carbon dioxide, which aggravates the situation during the climate catastrophe because it is currently impossible to use real technical methods of capturing and storing carbon dioxide.
Farmer Heukamp fought against RWE profit interests for ten years
Lützerath farmer Eckardt Heukamp sold his business and farm to RWE in early April 2022. “My house is not a pawn for the courts and the politicians who seek to absolve themselves of their responsibility to protect the climate. I need to breathe after ten years of conflict with RWE’s interest in making a profit,” Heukamp said. Charges have been brought against RWE and the chairman of the management board of RWE AG, Markus Krebber. Mr. Krebber is accused of causing harm to Lützerath residents, taxpayers and the general public. An excerpt from the complaint reads: “The Garzweiler opencast lignite 2 the mine operated by RWE AG does not comply with the landmark decision of the North Rhine-Westphalia state government of March 23, 2021 as it pushed the mining boundary back within 200 meters of the Erkelenz- Lützerath without permission and in violation of the law. RWE must be ordered to restore mining boundary to 400 meters and renature the excavated land.”
Continuation of energy imports from Russia and extension of the life of coal-fired power plants
Like many other German industrial companies, RWE AG has allowed itself to be too dependent on imports of fossil fuels from Russia. RWE is one of the main customers of the Russian gas company Gazprom with which it has a long-term supply agreement. As a resultDue to Russia’s war of aggression against Ukraine, RWE must justify its actions. On the one hand, RWE CEO Markus Krebber expresses his grief at “the scale of the human suffering caused by the war Our thoughts and solidarity go out to the people of Ukraine, who must endure the horrors of war. But on the other hand, RWE CEO doesn’t want to jeopardize ‘reliability of energy supply’ and speaks out against Russia’s shutdown Germany’s energy supply (see, among others, RWE Annual Report 2021, Focus on growth, Letter from the CEO, page 6). In the short term, Mr. Krebber wants to protect himself against possible shortages by extending the life of coal-fired power plants.
No fallout from lignite activity
We do not believe it would be appropriate to divest RWE’s surface lignite mining and lignite power plants business to another legal entity. This would not ensure that the liabilities of the new company are covered by assets of sufficient value. These include provisions relating to the renaturation of open-cast lignite mines and the dismantling of coal-fired and nuclear power stations. This would run the risk of the state and taxpayers incurring higher costs in the end.
Counter-motion to item 3 of the agenda, Approval of the acts of the members of the Supervisory Board for the 2021 financial year
The German Association of Critical Shareholders demands that the approval of the acts of the members of the supervisory board be refused.
RWE’s supervisory board did not supervise the executive board and its management in in accordance with Section 111 of the German Joint Stock Company Act and to ensure that it takes responsibility for the nuclear phase-out. Furthermore, the supervisory board did nothing to separate the interests of North Rhine-Westphalia politicians from those of RWE AG.
RWE interests in nuclear assets
In addition to surface lignite mines as well as lignite and hard coal power plants, RWE currently operates the Emsland nuclear power plant in Lingen. As co-owner of Urenco Deutschland, RWE holds a 12.5% stake. Urenco produces enriched uranium, which is not only used as a base material for fuel rods in nuclear reactors around the globe, in the second– the largest uranium enrichment facility, located on the Gronau site. Highly enriched nuclear fuel can also be weaponized. RWE is currently represented on the board of directors of Urenco by Frank Weigand, CEO of RWE Power AG.
Irresponsible plans for new nuclear reactors
Despite the agreed nuclear phase-out in Germany, RWE still has interests in additional nuclear assets in Germany. Through the trinational uranium enrichment company Urenco, RWE holds a critical stake with extensive decision-making powers in the Gronau uranium enrichment plant, three other uranium plants in the Netherlands , in Great Britain and the United States as well as in the ETC uranium centrifuge plant in Jülich.
In this way, RWE is implicated in irresponsible plans for new nuclear reactors in several countries, and even a potential military partnership between Urenco and the Pentagon has been discussed. Urenco is supplying at least six reactors to the middle of the war zone in Ukraine, some of which are currently occupied by Russia. But RWE AG is completely silent on the matter.
The very worrying supply of enriched uranium from the United Arab Emirates is not mentioned either. The Persian Gulf is still in danger of experiencing war or acts of terrorism. Each nuclear power plant increases security risks considerably. And at the UN Security Council, the UAE refused to condemn the Russians for invading Ukraine.
It is also undisputed that the enrichment of uranium using centrifuge technology is considered the key to the atomic bomb. RWE should not do business with such military technology.
Disposal of uranium waste is another unresolved problem. At least Urenco stopped deliveries of uranium scrap to Russia after the war of aggression began. However, despite Gronau having been in operation for 37 years, Germany still lacks an elimination concept. This is unacceptable. RWE is happy to pocket the dividends from Urenco, but has refused to accept any responsibility so far.
RWE AG closely tied to NRW state policy and municipal shareholders
The conglomerate made up of politics and the energy group (called the NRWE complex) bears part of the responsibility for the climate catastrophe and the obstruction of the energy transition, for the serious health problems and premature deaths of the population, as well as for the the destruction of our environmental livelihoods (see announcement: The RWE Tribunal enters the third round, conference on 23/24 April in Düsseldorf-Reisholz, Bürgerhaus Reisholz, Kappelle Straße 231 in 40599 Düsseldorf, https://www.rwe-tribunal.org/ )
Approximately 130 municipalities, municipal companies and special purpose associations hold a combined share of 24% of RWE AG. Many of these municipalities are united in the Association of Municipal Shareholders of RWE (Verband der kommunalen RWE-Aktionäre GmbH – VkA). The main shareholders of this group are the cities of Dortmund (24.5 million = 3.6%), Essen (18.76 million = 2.77%) and Mülheim/Ruhr (8.56 million = 1.3%) .
Counter-motion concerning item 7 of the agenda: Partial election to the Supervisory Board
The German Association of Critical Shareholders rejects the election of Thomas Kufen, mayor of the city of Essen, to the supervisory board of RWE AG.
Thomas Kufen is an excellent example of the political and energy group conglomerate, called the NRWE complex (see counter-motion in relation to agenda item 4). He is a symbol of the intertwining of RWE AG with NRW state policy and municipal shareholders.
Since 2015, Mr Kufen has served as mayor of the city of Essen, which owns 18.75 million RWE shares. He was a member of the supervisory board of RWE Power AG, the subsidiary of RWE AG which manages the opencast lignite mines and lignite power plants in the Rhineland. Mr Kufen was the energy spokesperson for the CDU faction in the Land Parliament of North Rhine-Westphalia until 2015.
Mr. Kufen currently holds positions on 17 supervisory or advisory boards of private sector companies and savings and credit associations, as well as 12 positions on boards of directors and other committees. Like Enkraft Impact GmbH, we are of the opinion that Thomas