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

capital stock increases in the wake of the incorporation of Taifun AG, Borsig Rotortechnik GmbH, and
Südwind Borsig Energy GmbH. Further cash used in financing activities involved cash outflows under
the P&L transfer agreements and one cash dividend distributed by Nordex Planungs- und
Vertriebsgesellschaft mbH prior to executing the P&L transfer agreement with Borsig Energy GmbH.
On balance, the change in cash & cash equivalents in fiscal 1999/2000 was a decrease by
E64,888,517.86 (in fiscal 1998/99 an increase by E4,266,255.41, and in fiscal 1997/98 a decrease of
E3,614,964.26), mainly attributable to the utilization or redemption of funds from the aforesaid
intercompany clearing account.
(8) Details of related-party transactions
At the legal and organizational levels, the Taifun Group was in the years under review part of Borsig
Energy GmbH, Oberhausen, and the group of BDAG Balcke-Dürr AG, Oberhausen. First-tier parent is
Babcock Borsig AG, Oberhausen. In the years under review, a controlling stake in all subsidiaries
included in the (combined) pro forma consolidated financial statements was held by Borsig Energy
GmbH, which, except for Nordex GmbH, owned 100% of the shares in said subsidiaries. In fiscal 1997/
98, Nordvest A/S, Give, Denmark, owned a 49% stake in Nordex GmbH and, in fiscal 1998/99 through
1999/2000, one of 25%. This ownership structure is the reason why the Babcock Borsig Group
companies were able to exercise a significant influence over the business and financial policy of Taifun
AG’s pro forma subsidiaries.
In addition, the integration of Taifun AG’s pro forma subsidiaries into the Babcock Group resulted in the
intercompany accounts due from and to Babcock Borsig Group companies at the three balance sheet
dates, cf. Notes (5.4), (5.9). Major transactions involved, in particular, the aforementioned intercompany
clearing. Furthermore, the Taifun Group generated sales to Babcock Borsig Group companies in fiscal
1999/2000 of E9,982,952.22 (E1,967,760.26 in fiscal 1998/99, and E1,259,496.75 in fiscal 1997/98).
(9) Details of the boards of Taifun AG, Oberhausen
Supervisory Board members appointed for Taifun AG’s short fiscal year ended September 30, 2000:
– Dr.-Ing. Hans Fechner, Düsseldorf
– Dipl.-Ökonom Ludger Kramer, Kempen
– Dr. Siegfried Michelfelder, Gummersbach
Taifun AG’s initial Executive Board members appointed by the Supervisory Board on August 25, 2000,
and December 21, 2000:
– Dipl.-Wirtsch.-Ing. Rudolf Schulz, Hamburg (as from December 21, 2000)
– Dipl.-Oec. Michael von Cappeln, Krefeld (up to December 21, 2000)
– Dr.-Ing. Dietmar Kestner, Essen
– Carsten Risvig Pedersen, Brande, Denmark (as from December 21, 2000)
(10) Segment report
The Taifun Group’s business activities encompass the development, production and marketing of wind
turbines. Apart from development and production, upstream project development services are
rendered, the appropriate rights acquired, and the infrastructures created in order to install wind
turbines on suitable sites and locations. Such activities require to be depicted in the primary segment
report since the major risks and rewards originate therefrom, in contrast to the various geographical
sales markets of Taifun AG, which form the secondary segment.
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