RWE AG intends to acquire in the time period from October 1, 2013 through
no later than November 7, 2013 up to a maximum of 900,000 shares of RWE AG
(ISIN DE0007037129 (ordinary shares)) subject to the following conditions.
The number of shares to be acquired is limited by a total purchase price
not exceeding EUR 22,5 million.
RWE AG hereby makes use of the right to acquire own shares granted under
Section 71 (1) no. 2 of the German Stock Corporation Act (Aktiengesetz,
AktG). The shares bought back shall only be used for the issuance of
employee shares in connection with the Company's share option programme for
its employees (Belegschaftsaktienausgabe) for the year 2013.
The share buy-back will be carried out for account of the Company by a bank
mandated by the Company. The bank shall make its decisions regarding the
date of the acquisition of the shares and the respective volume of the
shares to be bought back independently of and without influence by the
Company. The shares shall be repurchased on stock exchanges at the most
favourable terms for RWE AG.
In the performance of such activities, the bank is obliged to observe the
trading conditions set forth in Art. 5 of the Commission Regulation (EC)
No. 2273/2003 of 22 December 2003 (EC REG). According to the provisions of
this Article, the bank may not determine a purchase price which exceeds the
price of the last independent trade at the respective stock exchange or the
highest current independent bid. The higher of both values shall be
decisive. The bank must not acquire more than 25 % of the average daily
volume of shares in one day on the stock exchange on which the purchase is
carried out. The average volume of shares is based on the average daily
volume of shares traded in the twenty trading days preceding the date of
The share buy-back may be suspended and resumed at any time to the extent
permissible under the relevant legal provisions.
The transactions will be disclosed in compliance with the requirements of
Art. 4 (4) EC REG no later than at the end of the seventh trading day
following the date of execution of such transactions. Furthermore, RWE AG
will at www.rwe.com regularly report on the progress of the share buy-back.
Essen, September 27, 2013
The Executive Board