- Conversion of the 39 million preferred shares to common shares without additional consideration proposed
- Approval of holders of common and preferred stock at the 2019 Annual General Meeting required
Markus Krebber, CFO of RWE AG: “It is customary on international capital markets for every share to bear a voting right. The proposed conversion aims not only to strengthen our corporate governance, but also to improve our share’s trading liquidity. This is in the interests of all RWE shareholders.”
In agreement with the Supervisory Board, the Executive Board of RWE AG decided to propose the conversion of RWE preferred shares to common shares at the Annual General Meeting on 3 May 2019. The total of 39 million non-voting preferred shares are to be converted to voting common shares without additional consideration at a ratio of 1:1. The necessary amendment to the Articles of Incorporation requires the approval of holders of both common and preferred stock. The latter will reach a decision on the matter in a separate meeting following the Annual General Meeting. An application for entering the amendment to the Articles of Incorporation in the Commercial Register will be filed if the necessary resolutions are passed. Once the amendment to the Articles of Incorporation has been entered in the Commercial Register, all shares owned by preferred shareholders will automatically be converted into common shares.
The Executive Board and Supervisory Board of RWE AG have dealt extensively with the effects of the conversion of RWE preferred shares into common shares. The holders of preferred shares thus give up their entitlement to the preferred dividend in accordance with the Articles of Incorporation, but in return receive the right to vote at the Annual General Meeting. Differences in price between preferred and common shares do not stand in the way of a conversion. Yesterday’s closing quotation of the common shares on Xetra was 3.01 euros higher than that of the preferred shares. The difference thus decreased considerably compared to the average price in 2016 (3.34 euros) and 2017 (4.36 euros).
The envisaged uniformity of the share classes will not affect the amount of shareholders' equity. The portion of the capital stock represented by one share in RWE AG will also remain unchanged. The conversion of all preferred shares will increase the number of common shares from 575.7 million to 614.7 million.
This IR Release contains forward-looking statements. The statements reflect the current assessments, expectations and assumptions of the management and are based on the information available to the management at the current time. Forward-looking statements provide no assurance that future events or developments will occur and are subject to known and unknown risks and uncertainties. As a result of various factors, actual future events and developments may differ materially from the expectations and assumptions expressed in this publication. In particular, these factors include changes in the general economic environment and the competitive situation. Above and beyond this, developments on the financial markets, fluctuations in exchange rates, changes to national and international law, especially with regard to tax regulations, and other factors can influence the future results and performance of the Company. Neither the Company nor any of its associated companies undertake to update the statements contained in this IR Release.