RWE AG to Issue New Ordinary Bearer Shares

RWE AG announced that its share capital is to be increased by using part of the existing authorised capital by issuing 52,340,499 new ordinary bearer shares against cash contribution. The new shares will be entitled to dividends as of January 1, 2011; shareholders' subscription rights are excluded for these new shares. At the same time, 28,105,327 treasury shares - i.e. 5.0% of Company's share capital - are to be sold. These shares will also be entitled to dividends as of January 1, 2011. All 80,445,826 shares will be offered to institutional investors by way of an accelerated bookbuilding procedure, however the placement of the 28,105,327 treasury shares is subject to the exercise of subscription rights by existing shareholders within the fixed subscription period beginning after the accelerated bookbuilding has taken place ('claw-back'). The accelerated bookbuilding procedure will commence on December 5, 2011 and is expected to end on December 6, 2011. The subscription period for the 28,105,327 treasury shares is expected to commence on December 8, 2011 and to end on December 21, 2011. The new shares will be admitted for trading without prospectus on the regulated market of the Frankfurt Stock Exchange and Duesseldorf Stock Exchange and to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange.