In a statement, RWE said it still rejected allegations made by the European Union's executive branch in May 2007 that it was seeking to block potential competitors from its gas network in North Rhine-Westphalia.
"RWE is still convinced that it has complied with the legal requirements in the gas business (but) in order to avoid protracted litigation, the group has now decided in favour of a consensual settlement," it said.
It added: "RWE will now commit to selling off its gas transportation network in Germany to an independent third party within the next two years."
The proposal is subject to a survey of market participants by the European Commission, after which the commission - which enforces EU anti-trust laws - would declare the proposal binding and end its proceedings.
"This decision was not an easy one for RWE to take," the company said, adding that it was not linked to ongoing talks about separating its electricity and gas transmission networks.
RWE accounts for just over 10 percent of Germany's entire gas transportation network, which is operated by 11 domestic and foreign operators.