On February 20, 2008 the Executive Board of RWE AG passed a resolution to buy back shares in RWE AG (ISIN: DE0007037129 (common shares), ISIN: DE0007037145 (preferred shares)) with a value of up to EUR 2.5 billion in the period from February 21, 2008, to no later than October 17, 2008, under the following conditions.
The Executive Board is thus exercising the authorization it was granted by the Annual General Meeting of RWE AG on April 18, 2007, to purchase own shares accounting for up to 10% of the Company’s capital stock in accordance with Sec. 71, Para. 1, Item 8 of the German Stock Corporation Act (AktG). The shares that are bought back may be used for any purpose set forth in the authorization resolution of the Annual General Meeting of April 18, 2007.
The buyback will be carried out on behalf and account of the Company through the banks commissioned by the Company. The banks will decide on the timing of the purchase of the shares and the purchase volume independently, without being influenced by the Company. The buyback will be conducted via the stock exchange as favourably as possible for RWE AG. The purchase price per share (excluding ancillary purchase costs) may not be more than 10% above or below the closing price quoted on the last three stock exchange trading days prior to the purchase in the XETRA trading system on the Frankfurt Stock Exchange.
Furthermore, the bank is obliged to comply with the implementation conditions of Articles 4 to 6 of the Directive No. 2271/2003 of the Commission of December 22, 2003, (EC DIR), the provisions of the authorization resolution of the Annual General Meeting, and all other relevant provisions. In accordance with Art. 5, Para. 1 of the EC DIR, when determining the purchase price, the bank may not exceed the share price quoted for the last independent transaction on the relevant stock exchange or for the highest current independent bid. The higher value shall apply. In accordance with Art. 5, Para. 2 of the EC DIR, the bank may not purchase more than 25% of the average daily share turnover on the stock exchange on the day on which the purchase takes place. The average share turnover shall be the average daily trading volume of the last twenty stock exchange trading days prior to the purchase.
The share buyback programme may be suspended and resumed at any time, in line with applicable statutory regulations.
It is intended to propose to the Annual General Meeting of RWE AG taking place on April 17, 2008, that the resolution passed on the authorization of the Executive Board to purchase own shares of April 18, 2007, be replaced by a new authorization to conduct share buybacks in accordance with Sec. 71, Para. 1, Sentence 1, Item 8 of the German Stock Corporation Act (AktG). In the event that the current authorization is annulled on April 17, 2008, and replaced by a new authorization, the share buyback programme can be continued on the basis of the new authorization resolution.
The transactions will be announced in a manner compliant with the requirements of Art. 4, Para. 4 of the EC DIR no later than on the seventh trading day following their conclusion. In addition, RWE AG will provide regular updates on the progress of the share buyback programme at www.rwe.com.
Essen, February 20, 2008
The Executive Board
Additional information as links: