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RWE Ready to Unload Heidelberg Stake

Press release from the issuing company

May 5, 2004 -- RWE Gesellschaft für Finanzbeteiligungen GmbH, Essen, a wholly-owned subsidiary of RWE AG, Essen, is offering as of today for sale through a combination of a share placement and an exchangeable bond offering up to 42,968,396 shares of Heidelberger Druckmaschinen AG, Heidelberg. The offer represents 50.02 % of the share capital of Heidelberger Druckmaschinen AG. The offer comprises of the direct sale of approx. 30 million shares of Heidelberger Druckmaschinen through a so called Accelerated Bookbuilding. This offer is directed to institutional investors in Europe and the U.S.A. (according to Rule 144A under the U.S. Securities Act of 1933). The offer furthermore includes the issuance by RWE AG of a zero-coupon exchangeable bond into Heidelberger Druckmaschinen shares of up to 525 million Euro. This exchangeable bond will have a term of three years. It will be offered with an exchange premium of 35%, above the price which will be determined by the share placement. The exchangeable bond will only be offered to institutional investors outside the United States in accordance with Regulation S. The acceptance period for both offers expires on Thursday, May 6, 2004, at the latest. The final offer price and the number of Heidelberger Druckmaschinen shares placed, as well as further details concerning the size and the final conditions of the exchangeable bond will be made public immediately following the finalization of the transaction.