Essen,
18
September
2017
|
16:49
Europe/Amsterdam

Share Buyback October/November 2017

Information on share buyback program

18 September 2017

innogy SE, Essen, Germany

SIN: A2AADD,

ISIN: DE000A2AADD2

Announcement pursuant to Art. 5 para. 3 of the Regulation (EU) no. 596/2014 in connection with Art. 2 para 1 of the Delegated Regulation (EU) 2016/1052 of the Commission (in the respective effective version)

innogy SE („Company“) intends to acquire at the stock exchange up to 650,000 shares of innogy SE (ISIN DE000A2AADD2) at an aggregate purchase price (excluding transaction costs) of up to 26.0 m EUR, in the period starting on 2 October 2017 until 6 November 2017 at the latest and at the terms set forth below to satisfy its obligations under the employee share program 2017. The actual number of shares to be purchased up to the maximum volume of 650,000 will depend on employee participation in the employee share program.

The share buyback program is executed on the basis of the authorization of the extraordinary shareholders’ meeting of the Company held on 30 August 2016, valid until 29 August 2021, to buy back shares of the Company up to an amount equal to 10% of the registered capital as of the date of effectiveness of this authorization –or in case the amount is lower- upon exercise of this authorization. The purchase price per share (excluding transactional costs) shall neither exceed nor fall short of the arithmetical average of the auction closing price for shares of the Company on the Xetra trading system (or any trading system succeeding the Xetra trading system and being functional comparable said Xetra trading system) at the Frankfurt Stock Exchange over the last three trading days prior to the respective acquisition obligation by more than 10%. The reacquired shares shall be exclusively transferred to employees under the employee share plan 2017.

The share buyback program with a maximum volume of up to 650,000 shares, representing up to 0.12% of the registered capital, shall be executed based on a contractual agreement with a bank in the period starting on 2 October 2017 until 6 November 2017. The bank is obliged to execute the acquisitions in compliance with Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse („MAR“), the Delegated Regulation (EU) 2016/1052 of the Commission supplementing the Regulation (EU) no. 596/2014 of the European Parliament and the Council with regard to regulatory standards for the conditions applicable to buyback programs and stabilization measures (“DR”), and in accordance with the above mentioned authorization of the shareholders’ meeting. The decision on when to acquire shares and the respective acquisition volume is taken by the bank independently and unaffected from the Company.

Thus, the share buyback program is in particular executed as follows:

The shares will be purchased at market price in accordance with the aforementioned regulations and shareholders’ meeting authorization. The shares 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.

With regard to trading volume, the bank will in particular 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 share buyback program may be suspended and resumed at any time.

Information on transactions relating to the share buyback program will be published appropriately in accordance with the requirements set forth in Art. 2 para. 3 sentence 1 in connection with para. 2 of DR no later than at the end of the seventh trading day after the day on which such transactions are executed.

Furthermore, the Company will publish such transactions on its website (www.innogy.com) in the investor relation’s section and ensure that this information remains available to the public for at least five years from the date of the respective announcement.

Essen, 18 September 2017

innogy SE

Executive Board

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.