Shared Announcement Share Buyback regarding UK Employee Share Incentive
Plans
Announcement in accordance with Article 5(1) a of Regulation
(EU) 596/2014
and Article 2 of Delegated Regulation (EU) 2016/1052 of the
Commission of 8
March 2016
This announcement is made in the name and on behalf of RWE Supply &
Trading
GmbH UK Branch, RWE Generation UK plc and RWE Technology UK Limited.
In 2017 RWE Supply & Trading GmbH UK Branch, RWE Generation UK plc and
RWE
Technology UK Limited (together 'RWE UK Employers') have
respectivly
implemented Share Incentive Plans (hereinafter 'SIP') for their
employees
in the UK (hereinafter 'RWE UK Employees'). According to which RWE
UK
Employees, being eligible to join the SIP, may at their own discretion
instruct an independent trustee nominated by the RWE UK Employers
(hereinafter 'Trustee') to buy shares in RWE AG on their behalf and
account
for a fixed part of their monthly salary (hereinafter 'Particpant
Shares').
The Trustee buys the Participant Shares in the market on a monthly basis
and holds them in trust for the respective RWE UK Employees. For Particpant
Shares bought under the SIP the RWE UK Employers shall award additional
shares to the RWE UK Employees at a ratio of 3:1 (hereinafter 'Matching
Shares'). Matching shares will also only be acquired by the Trustee
with
funds made available by the RWE UK Employers.
In this context, the RWE UK Employers assume that the Trustee will acquire
a maximum of 20,000 shares in RWE AG (ISIN DE0007037129 (common
shares)) in
the period from 24 January 2018 to 31 December 2018. Such shares qualify as
treasury shares in accordance with Section 71 (1) no. 2 of the
German Stock
Corporation Act. The share buyback will be limited to a total purchase
price of EUR 600,000 allocable to the acquisition of the Matching Shares.
The acquisition of these Matching Shares by the Trustee serve the sole
purpose of meeting the RWE UK Employers' obligations arising from the SIP,
which qualifies as an employee share option programme within the meaning of
Article 5 (2c) of Regulation (EU) No. 596/2014. The actual
number of
Matching Shares to be purchased, however, will depend on the RWE UK
Employees' decision to join the SIP but may not exceed a maximum volume of
20,000 shares.
RWE UK Employers ensure that the Trustee will conduct any acquisition in
compliance with Article 5 of Regulation (EU) No. 596/2014 of the
European
Parliament and Council of 16 April 2014 and the applicable provisions of
Delegated Regulation (EU) No. 2016/1052 of the Commission of 8
March 2016.
The buyback will be implemented as a time-scheduled buyback programme by
the RWE UK Employers to which Article 4 (2a) of Delegated
Regulation (EU)
2016/1052 of the Commission of 8 March 2016 applies by analogy. Hence, RWE
AG and/or the RWE UK Employers may thus not influence, effect or impair any
decision of the Trustee. The Trustee will be solely bound by the provisions
and conditions applicable to buyback programmes of Regulation (EU)
No.
596/2014 and Articles 2 to 4 of Delegated Regulation (EU) 2016/1052
of the
Commission of 8 March 2016.
The buyback will be exclusively conducted via the Xetra trading system of
the Frankfurt Stock Exchange. No orders will be issued during an auction
phase, and the orders issued before the beginning of an auction phase will
not be changed during such phase.
The shares in RWE AG will be acquired at market prices in accordance with
the trading provisions stipulated by Article 3 of Delegated Regulation
(EU)
2016/1052 of the Commission of 8 March 2016. Accordingly, the shares in RWE
AG will not be acquired at a price exceeding the higher of the last
independent transaction and the current highest bid on the trading platform
on which the acquisition is made. Furthermore, on any trading day, the
Trustee will not acquire shares corresponding to more than 25% of the
average daily share turnover on the trading platform on which the
acquisition is made. The average daily turnover will be calculated based on
the average daily trading volume on the 20 trading days leading up to any
purchase date.
If necessary and legally permissible, the buyback programme may be
suspended and resumed at any time.
Information on transactions associated with the buyback programme will be
published appropriately in both detailed and aggregated form no later than
at the end of the seventh trading day after the day on which such
transactions were executed. Publications and reports on the course of the
buyback programme will be made by RWE AG on behalf of the RWE UK Employers
on www.rwe.com in compliance with statutory regulations. RWE AG will ensure
that this information remains available to the public for at least five
years from the date of the announcement.
Essen, January 2018
RWE AG
Please contact our Investor Relations Team with any questions that you may
have:
RWE AG
Investor Relations
Huyssenallee 2
45128 Essen
Germany
T +49 (0) 201-5179-3112
E-Mail
RWE AG
Investor Relations
London Office
c/o RWE Supply & Trading
60 Threadneedle Street
London EC2R 8HP
United Kingdom
T +44 (0) 20 7015 5459
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