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

General Information
Responsibility for the Contents of this Offering
Memorandum/Company Report
Nordex Aktiengesellschaft, Oberhausen, (‘‘Nordex AG’’, ‘‘Nordex’’ or the ‘‘Company’’ or, together with its
consolidated subsidiaries, the ‘‘Nordex Group’’ or the ‘‘Group’’) and the underwriters (the ‘‘Managers’’) as
defined in ‘‘The Offering—General Information’’ of this offering memorandum/company report (the
‘‘Offering Memorandum’’) assume liability for the contents of this Offering Memorandum pursuant to
Section 13 of the Verkaufsprospektgesetz (German Sales Prospectus Act) and Section 77 of the
Börsengesetz (German Stock Exchange Act) (each in conjunction with Sections 45 et seq. of the
Börsengesetz) and represent that, to the best of their knowledge, the information contained in this
Offering Memorandum is correct and that no material information has been omitted.
Inspection of Documents
All documents that are publicly available, referred to in this Offering Memorandum insofar as they
relate to the Company as well as all future annual and interim reports are available for inspection at
the Company’s registered office, Centroallee 265, 46049 Oberhausen, Germany, and at the offices of
Dresdner Bank Aktiengesellschaft, Jürgen-Ponto-Platz 1, 60301 Frankfurt am Main (‘‘Dresdner Bank’’),
during regular business hours.
Subject of the Offering Memorandum/Company Report
This Offering Memorandum is issued in respect of 18,000,000 new bearer shares from the capital
increase against cash contributions resolved at the Ordinary General Shareholders’ Meeting of the
Company on February 21, 2001 (the ‘‘New Shares’’) and 13,300,000 bearer shares from the holdings of
Borsig Energy GmbH, Oberhausen, and Nordvest A/S, Give, Denmark (the ‘‘Selling Shareholders’’) (see
‘‘The Offering—Selling Shareholders’’) and up to 4,700,000 bearer shares from the holdings of the
Selling Shareholders (see ‘‘The Offering—General Information’’), which will initially be made available by
way of a loan to Dresdner Bank for the purpose of allotment of a greater number of shares in the
placement, if bids are submitted for more than 31,300,000 Shares (the ‘‘Over-allotment Option’’). All
Shares carry full dividend entitlement for fiscal year 2000/2001, which commenced on October 1, 2000.
This Offering Memorandum also serves as a Company Report in respect of the Company’s aggregate
share capital amounting to EUR 52,050,000, comprised of 52,050,000 bearer shares with a stated value
of EUR 1.00 each (the ‘‘Aggregate Share Capital’’), each carrying full dividend entitlement for fiscal year
2000/2001 which commenced on October 1, 2000, and up to 3,400,000 bearer shares relating to
subscription rights for bearer shares from the conditional capital increase resolved by the General
Meeting of the Company on February 21, 2001.
All of the bearer shares of the Company have a stated value of EUR 1.00 per bearer share and are
hereinafter referred to as ‘‘Nordex Shares’’.
Amounts contained in this Offering Memorandum in ‘‘DM’’, ‘‘Deutsche Mark’’, ‘‘EUR’’, ‘‘euro’’ or ‘‘E’’ refer
to the legal currency of the Federal Republic of Germany. The legally fixed conversion rate of
EUR 1 = DM 1.95583 was fixed on December 31, 1998.
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