OFFERING MEMORANDUM Global Offering of up to ... - Nordex

income from private sales transactions in the previous calendar year or in the following calendar years.
If individuals subject to unlimited tax liability realise capital gains from private sales transactions these
earnings remain tax exempt as long as they are less than DM 1,000 p.a. per person in 2001, E512 from
2002, respectively.
For commercial sole proprietors, capital gains from disposal of Nordex shares are subject to full trade
tax and income tax (plus solidarity surcharge). After October 1, 2002, only half of these profits will be
exempted from income tax (plus solidarity surcharge). Only 50% of operating expenses related to the
dividends in financial terms may be deducted, regardless in which assessment period they accrue.
Claims relating to losses from disposal are also limited.
For commercial partnerships, capital gains from disposal are subject to full trade tax up to
September 30, 2002, from October 1, 2001 only to 50%. They are also included in the uniform and
itemised declaration and are allocated to the partners from there; the taxation of these partners
depends on their legal form.
For taxpayers subject to corporation income tax, gains from the disposal of Nordex shares up to
September 30, 2002 are subject to full trade tax and corporation tax (plus solidarity surcharge). After
October 1, 2002, gains from the disposal of Nordex shares generated by shareholders with corporation
income tax liability will be tax-free. Operating expenses directly related in financial terms to tax-free
capital gains from disposal will not be deductible. Losses from disposal may not be claimed.
Shareholders Subject to Limited Tax Liability in Germany
If a shareholder with limited tax liability in Germany receives capital gains from the disposal of Nordex
shares, these gains are subject to taxation in Germany if (i) the shares are part of the operating assets
of an operating establishment in Germany or for which a permanent representative is appointed in
Germany or (ii) the shareholder as an individual (in case of a gratuitous acquisition also his legal
predecessor) directly or indirectly held at any moment within the last five years prior to the sale of the
shares at least 10% (or at least 1% after October 1, 2002) of the Company’s share capital or (iii) if the
shares arose through contributions pursuant to section 21 Tax Reorganisation Act
(Umwandlungssteuergesetz) or (iv) they are subject to taxation under the requirements of an
extended limited tax liability pursuant to section 2 of the AStG (Auslandssteuergesetz -German Foreign
Tax Act). Should a double taxation agreement apply, it is possible that capital gains from disposal may
not be taxable in Germany.
Special Rules for Credit Institutions, Financial Services Institutions
and Financial Enterprises
If credit institutions and financial services institutions hold or dispose of shares to be deemed part of
the trading book in accordance with section 1 (12) of the Gesetz über das Kreditwesen (KWG -German
Banking Act), neither the Halbeinkünfteverfahren nor tax exemption applies to dividends or capital
gains from disposal. The same applies to shares acquired by financial enterprises within the meaning of
the KWG with the aim of generating own-account trading profits in the short term. This also applies to
credit institutions, financial services institutions and financial enterprises domiciled in a different
European Union member state or in another state which is part o the European Economic Area.
Inheritance and Gift Tax
Transfers of shares through inheritance or by way of a gift are subject to inheritance or gift tax if the
testator, the donor or the acquirer is a ‘‘national ‘‘as defined in section 2 (1) of the
Erbschaftsteuergesetz (ErbStG -German Inheritance Tax Act). Otherwise they are only subject to
taxation if (i) the shares are part of the operating assets of a permanent establishment in Germany
respectively for which a permanent representative is appointed in Germany or (ii) the shareholder alone
or together with related persons directly or indirectly held at least one-tenth of the share capital of the
company in the moment of the acquisition or (iii) if the requirements of an extended limited tax liability
pursuant to section 4 of the AStG are met.
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