(39) Declaration according to Sec. 161 of the German Stock Corporation Act

The declarations on the German Corporate Governance Code prescribed by Sec. 161 of the German Stock Corporation Act (AktG) have been submitted for RWE AG and its publicly traded subsidiaries and have been made accessible to the shareholders.

Essen, 13 February 2009

The Executive Board

Jürgen   Großmann Leonhard   Birnbaum Alwin   Fitting Ulrich   Jobs Rolf   Pohlig