On January 12, 2009, German leading utility company RWE AG (RWE) announced the conclusion of an agreement with Essent N.V. (Essent), on the terms and conditions of a binding cash offer on all the issued and outstanding shares of Essent (but excluding the distribution network and waste management operations). The transaction will have an enterprise value of EUR 9.3bn and will be subject to certain pre-completion conditions, such as at least 80% of the issued and outstanding share capital of Essent being tendered under the offer, successful completion of Essent's unbundling process and obtaining the required anti-trust clearances. RWE expects to close this acquisition in Q2 2009. Essent is a leading utility in the Netherlands and operates an attractive power plant portfolio based on gas, renewables, coal and nuclear. The company has a strong renewables business, which will complement RWE's own efforts to increase its renewables capacity. Should this friendly acquisition be completed, RWE will optimise its portfolio of activities, reinforce its gas and electricity network and gain foothold in the Netherlands and Belgium. RWE will fund this acquisition with a new EUR 9bn credit facility, together with existing cash balance. Société Générale Corporate & Investment Banking has been invited
by RWE to participate in this acquisition financing with an MLA role, together with nine other banks. The facility is split into a EUR 4.5bn 1-year tranche and a EUR 4.5bn 1-year tranche with a one-year extension option. With this operation, SG CIB strengthens its relationship with RWE, one of Europe's largest
integrated utility companies, and should be in a position to generate additional revenues relating to the subsequent refinancing of this acquisition on debt capital markets as well as
from hedging solutions. This also reinforces SG CIB's outstanding position in Germany.

SG CIB role: MLA