Pursuant to the resolution passed by the Annual General Meeting on April 17, 2008, the Executive Board of RWE AG was authorised to increase the company’s capital stock, subject to the Supervisory Board’s approval, by up to € 287,951,360.00 until April 16, 2013, through the issuance of new bearer common shares in return for contributions in cash or in kind (authorised capital). In certain cases, the subscription rights of shareholders can be excluded, with the approval of the Supervisory Board.
Pursuant to the resolution passed by the Annual General Meeting on April 22, 2009, the company was authorised to purchase shares of any class in RWE totalling up to 10 % of the company’s share capital until October 21, 2010. Share buybacks may also be conducted by exercising put or call options.
Pursuant to the resolution passed by the Annual General Meeting on April 22, 2009, the Executive Board was authorised to recall own shares without requiring an additional resolution by the Annual General Meeting or – under certain conditions and exclusion of shareholder subscription rights – to sell them to third parties.
Pursuant to a resolution passed by the Annual General Meeting on April 22, 2009, the Executive Board was further authorised to issue option or convertible bonds until April 21, 2014. The total nominal value of the bonds is limited to € 6,000 million. Shareholder subscription rights may be excluded under certain conditions. The Annual General Meeting decided to establish € 144 million in conditional capital divided into 56 million common shares in the name of the bearer, in order to redeem the bonds.
RWE AG purchased about 2.9 million common shares of RWE AG with a value of € 177 million between February 2 and February 16, 2009. These shares were transferred to former VEW shareholders in line with the settlement agreed on December 22, 2008, in the conciliation proceedings occasioned by the merger between RWE and VEW. In the same period, RWE AG sold some 2.9 million own common shares held by the company with a value of € 176 million.
As of September 30, 2009, the acquisition costs of RWE AG’s own shares in the amount of € 2,272 million (28,846,473 common shares) were deducted from the equity’s carrying amount. They account for € 73,846,970.88 of the company’s share capital (5.13 % of subscribed capital).
Furthermore, in the first three quarters of 2009, RWE Group companies bought 7,200 common shares on the capital market at an average cost of € 57.79 per share for issuance to employees of RWE AG and its subsidiaries. The proportionate share capital totals € 18,432 (0.013 ‰ of subscribed capital). Employees were issued a total of 15 common shares at an average price of € 57.27 per share within the scope of capital formation schemes and 7,185 common shares at an average price of € 37.34 per share on the occasion of service anniversaries. Proceeds from the share issuances amounted to € 269,146.95. The purchase price rebates offered to employees were recognised in the income statement as share-based payments at the fair value they had at their time of issuance.
A nominal € 4,500 million in Eurobonds with terms between 2.25 and 12.5 years (nominal interest rate between 2.5 % and 6.5 %) were issued in the first three quarters of 2009. In addition, a nominal GBP 1,500 million in Sterling bonds with terms between 13 and 30 years (nominal interest rate between 5.5 % and 6.125 %) were issued.
Other liabilities include € 1,292 million (December 31, 2008: € 1,294 million) in current redemption liabilities from put options of minority interests that are recognised in accordance with IAS 32.