Frequently asked questions
Here we have compiled some frequently asked questions together with our answers
Other frequently asked questions
Information on the agreement with former VEW shareholders
RWE reached an agreement with former VEW shareholders in conciliation proceedings before the Dortmund Regional Court underway since the end of 2000. They had filed a lawsuit on grounds that they believed that the share conversion ratios for the merger between RWE and VEW were inappropriate. On the court’s recommendation, the suit was ended via a settlement on December 22, 2008.
VEW shareholders will receive compensation from us exclusively consisting of RWE shares in the first quarter of 2009. The compensation amounts to €10.39 per VEW share with a nominal value of DM 50, plus a reimbursement for interest. To qualify for the compensation, individuals must have held VEW shares when the merger became effective (November 24, 2000). Excluding the interest reimbursement, the compensation totals €130 million.
RWE AG acquired 2.9 million common shares in RWE AG with a value of approximately €177 million from February 2, 2009 to February 16, 2009, in order to pay the settlement. During the same period RWE AG sold 2.9 million treasury common shares in the value of approximately €176 million. By conducting this share buyback, we applied Sec. 71, Para. 1, Item 3 of the German Stock Corporation Act (AktG) which authorizes companies to conduct share buybacks in connection with company transformations. The existing authorization by the Annual General Meeting did not include this use.
For further information on the RWE/VEW settlement please use the following links:
What does the new German Investor’s Protection Improvement Act (AnSVG) prescribe?
Enacted on October 30, 2004, the German law for the improvement of investor protection implements the EU directive on market abuse. This required changes to be made to the German Securities Trading Act (WpHG) as well.
Major amendments relate to the ban on insider dealings, ad-hoc publicity and directors’ dealings.
How is RWE implementing the Act?
RWE made organizational arrangements early on in order to be certain that the company would continue to meet statutory requirements if they became more strict. In line with the Act, we maintain a directory of all individuals and entities with access to insider information. RWE ascribes the utmost priority to keeping all insider information confidential. We comply with the disclosure obligation concerning directors’ dealings pursuant to Sec. 15a of the German Securities Trading Act (WpHG) via a dedicated link on our website.
What is RWE’s Policy for Dealing with Employees Who Hold a Political Office?
RWE welcomes its employees occupying honorary political positions and becoming involved in social volunteering. However, anyone who holds a public office full-time or exercises a political mandate, is not eligible for emloyment with RWE as a staff member or consultant.
For more information on rules of behaviour for RWE employees please click here:
The German Upper House (Bundesrat) passed the act regarding fiscal measures intended to accompany the introduction of the European Company and the subsequent modification of other fiscal provisions (SEStEG) in its November 24, 2006 session. Among other things, the act includes new provisions for recognizing corporate income tax claims from previous years. The SEStEG was published on December, 12 2006 in the Federal Law Gazette.
According to past legislature, the annual prorated realization of these tax claims was linked to dividend payments, and thus to future events. Therefore, the claims could only be recognized at annual prorated amounts as accounts receivable in the consolidated financial statements of RWE AG.
As of December 31, 2005, the total value of corporate income tax claims within the RWE Group amounted to €0.7 billion. In this regard, we refer to the presentation on page 135 of our 2005 annual report.
The SEStEG codifies corporate income tax claims independently of dividend payments. Accordingly, the refunds are paid out in ten equal annual installments from 2008 to 2017. Pursuant to Section 37 of the new German Corporate Income Tax Act (KStG-neu), the refund claim becomes realizable in its full amount as of December 31, 2006, and does not bear interest.
This means that we will disclose an account receivable of about €0.6 billion (present value of the €0.7 billion corporate income tax claim as of December 31, 2005), which will result in a one-time entry. Since the new version of the act will merely result in a change in the statement of existing tax claims, it will not have an impact on future dividends for fiscal years through 2008. We have adjusted our dividend to the development of our recurrent net income for these years.
