Essen, 27 January 2009This pressinformation is more than two years old

RWE Aktiengesellschaft

Notice in Accordance with Art. 4 Para. 2 of the Directive (EC) No. 2273/2003:
RWE AG decides Share Buyback Program and simultaneous Sale of Treasury Shares in the Context of the Compensation of former VEW-Shareholders

On January 26, 2009 the Executive Board of RWE AG passed a resolution to buy back common shares in RWE AG (ISIN: DE0007037129) with a value of up to EUR 180 million in the period from January 29, 2009 to no later than February 28, 2009. The shares shall be used for fulfillment of a settlement agreement concluded in the appraisal proceeding RWE/VEW. During the same period RWE AG will sell treasury common shares in the value of up to EUR 180 million. On the basis of the current market price level this value corresponds to a maximum purchase and selling volume of up to 3.2 million common shares each.

The Executive Board is exercising the statutory authorization to purchase own shares pursuant to Section 71 para. 1 no. 3 of the German Stock Corporation Act (AktG) which is applicable analogously. According to Section 71 para. 1 no. 3 AktG the Company is authorized to purchase own shares inter alia in order to compensate shareholders after implementation of a merger. The shares that shall be bought back shall be used to fulfill obligations assumed by a settlement agreement dated December 22, 2008 that was concluded in the appraisal proceeding after the merger RWE/VEW in 2000. In order to fulfill all claims arising out or in connection with the merger RWE AG has thereby assumed the obligation to provide the former outside shareholders of VEW Aktiengesellschaft with a final compensation in the amount of EUR 10.39 per VEW-share with a nominal value of DM 50 plus interest accrued from December 30, 2000. Both the claim for compensation and the claim for interest shall be fulfilled exclusively by delivery of common bearer shares in RWE AG.

The buyback will be carried out on behalf and account of RWE AG through a bank commissioned by the Company. The bank 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 favourable as possible for RWE AG.

Furthermore, the bank is obliged to comply with the implementation conditions of Articles 4 to 6 of the Directive No. 2273/2003 of the Commission of December 22, 2003 (EC DIR) and all other relevant provisions. In accordance with Article 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 market or the highest current independent bid. The higher value shall apply. In accordance with Article 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 twenty stock exchange trading days prior to the purchase.

The transactions will be announced in a manner compliant with the requirements of Article 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 program at www.rwe.com.

The sale of the treasury shares will be carried out on behalf and account of RWE AG through a further bank commissioned by the Company that is not already commissioned with the above-mentioned share buyback. The bank will decide on the timing of the sale of the shares and the sale volume independently, without being influenced by the Company or the bank commissioned with the share buyback. The sale will be conducted via the stock exchange as profitable as possible for RWE AG.

Furthermore, the bank is obliged to comply with the material implementation conditions of Articles 4 to 6 of the EC DIR which shall be applied analogously and all other relevant provisions. In accordance with Article 5 para. 1 of the EC DIR, when determining the sale price, the bank may not fall below the share price quoted for the last independent transaction on the relevant stock market or the lowest current independent offer. The lower value shall apply. In accordance with Article 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 sale takes place. The average share turnover shall be the average daily trading volume of the twenty stock exchange trading days prior to the sale.

Both the share buyback program as well as the sale of treasury shares may be suspended and resumed at any time in line with applicable statutory regulations.


Essen, January 27, 2009


RWE Aktiengesellschaft
Executive Board


Additional information as Download:
Technical announcement on the agreement with former VEW shareholders (only available in German) (PDF Download)


Please contact our Investor Relations Team with any questions that you may have:

RWE Aktiengesellschaft
Investor Relations
Altenessener Straße 27
45141 Essen
Germany


T +49 (0) 201-5179-3112
E-Mail
RWE Aktiengesellschaft
Investor Relations
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London EC2R 8HP
United Kingdom
T +44 (0) 20 7015 5459
: This pressinformation is more than two years old