RWE Aktiengesellschaft / RWE decides to conduct Share Buyback Programme
20.02.2008
Release of a Post-admission Duties announcement
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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
RWE Aktiengesellschaft
The Executive Board
DGAP 20.02.2008
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Language: English
Issuer: RWE Aktiengesellschaft
Opernplatz 1
45128 Essen
Deutschland
Internet: www.rwe.com
End of News DGAP News-Service
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DGAP-CMS: RWE Aktiengesellschaft: Notice in Accordance with Art. 4, Para. 2 of the Directive (EC) No. 2273/2003 - Share Buyback Programme
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