Frequently asked questions

Here we have compiled some frequently asked questions together with our answers


Annual General Meeting 2011

When was the last AGM held? What was the dividend paid?

The last Annual General Meeting was held at 10:00 a.m. on 20 April 2011 at the Grugahalle at Norbertstraße 2, 45131 Essen, Germany. The AGM approved a dividend of € 3.50.

How can I participate and exercise my voting rights at the Annual General Meeting?

Entitled to attend the Annual General Meeting or exercise voting rights are shareholders who send their registration to attend the Annual General Meeting to the company before the deadline and have provided proof of their share ownership via their depositary bank or depositary financial service institution. Details have been published in the invitation to the Annual General Meeting.

Shareholders who request an admission ticket for the Annual General Meeting from a custodian credit institution on time do not need to do anything else. In such cases, registration and proof of share ownership are handled by the custodian credit institution.

What about proxy voting?

We afford shareholders the opportunity to be represented by a proxy appointed by the company. Such proxies must be given authorisation and instructions regarding the exercise of voting rights to this end. These proxies are obliged to cast votes in accordance with the instructions they are given.

Authorisations and instructions on how to exercise voting rights may be issued to a proxy appointed by the company before the Annual General Meeting either via the internet or in writing using the appropriate forms. Authorisations and instructions may also by given via the internet during the Annual General Meeting.

Further details on this procedure are described in the invitation to the Annual General Meeting. Punctual registration and proof of share ownership are also required if a proxy appointed by the company is authorised.

Where can I view motions to supplement the agenda, countermotions and candidate nominations?

Received admissible motions to supplement the agenda, countermotions and candidate nominations are published on our website along with the Executive Board’s position on them. Furthermore, requests for supplements to the agenda are announced in the electronic Bundesanzeiger (Federal Gazette), published throughout Europe and communicated to shareholders together with the convocation of the Annual General Meeting in accordance with Section 125, Paragraph 1, Sentence 3 of the German Stock Corporation Act.

Does RWE broadcast the AGM on the internet?

Yes. We have been broadcasting the speech by the President and CEO for several years. In 2003, we arranged for a live transmission of the entire AGM on the internet for the first time. Moreover, a recording of the speech delivered by the President and CEO will be available up to twelve months after the AGM.

The live webcast of the Annual General Meeting of RWE AG on 20 April 2011 was broadcasted here.

In addition, our shareholders had access to our web-based authorisation and instruction system.

Can I cast my votes via the internet as well?

A proxy appointed by the company or a third party can be authorised via the internet to exercise a shareholder’s voting rights at the AGM. This authorisation can also be given via the internet during the AGM, as can the instructions for a proxy appointed by the company. Additional information can be found in the invitation to the Annual General Meeting and here.

When will the 2012 Annual General Meeting be held?

The next Annual General Meeting will be held in Essen, Germany, on 19 April 2012. Directions.

One of the items on this year’s AGM agenda is an amendment to the articles of incorporation, pursuant to which RWE will be entitled to propose to pay a dividend in kind in addition to, or instead of, a cash dividend. What exactly does that mean for the shareholders?

The proposed amendment to the articles of incorporation aims to establish the prerequisites for making use of the legal room for manoeuvre created by the entry into force of the German Transparency and Publicity Act (TransPuG) in 2002, if necessary. This affords companies the possibility to propose to the annual general meeting that a dividend in kind be paid in addition to, or instead of, a cash dividend. This has no immediate effect on shareholders, as it is a purely preparatory amendment to the articles of incorporation. The amendment to the articles of incorporation alone does not suffice to make a non-cash payout permissible. Every such proposal is subject to AGM approval. Some DAX companies have already amended their articles of incorporation in this manner.

The dividend for fiscal 2010, which will be proposed to the Annual General Meeting on 20 April 2011 and paid on 21 April 2011 subsequent to AGM approval, will definitely be paid in cash.

When will the dividend in kind be paid?

If the Annual General Meeting approves the amendment to the Articles of Incorporation on 20 April 2011, we will only have given ourselves the legal option to propose a non-cash dividend to the Annual General Meeting in the future. It fully remains to be seen whether and when we will exercise it. Whenever the company decides to exercise the option to make a non-cash dividend payment, the Annual General Meeting will have to pass a corresponding resolution. The possibility of paying a dividend in kind does not at all mean that cash dividends may no longer be paid.