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

alances (receivables, payables, income, expenses, gains, losses) and intercompany profits were
eliminated according to IAS.
With a view to ensuring best practicable comparability of the (combined) pro forma consolidated
financial statements with the future actual accounts of the Taifun Group, the group fees apportioned
in each of the years under review were eliminated from net income and replaced by imputed future pro
forma personnel and administrative expenses of Taifun AG. In the profit appropriation account below
net income, such adjustments were reversed to develop pro forma net earnings. The P&L transfer
agreements in force and effect in the fiscal years under review and the related cash outflows and
equity decreases were not reversed when developing the (combined) pro forma consolidated financial
statements lest the view of the financial position and results of operations be biased or turn untrue.
Instead, in an effort to enhance interperiod comparability of the results of operations in the years
under review, the profits or losses already transferred were carried over below net income to arrive at
the pro forma group’s net earnings, duly accounting for the imputed taxes thereon.
Taifun AG’s (combined) pro forma consolidated financial statements in the 3-year summarized
presentation for the three fiscal years ended September 30, 2000/1999/1998, consist of pro forma
balance sheets, pro forma income statements, pro forma statements of changes in equity, pro forma
cash flow statements and the notes to such pro forma financial statements and are meant in an
economically reasonable format to show the significant effects on the Taifun AG Group’s financial
position, results of operations and cash flows, premised on the assumption that the spin-off had been
effected as of October 1, 1997. However, the (combined) pro forma consolidated financial statements
as herein presented do not necessarily provide information about the effects on the Taifun AG Group’s
financial position, results of operations and cash flows that would or might actually have occurred in
the periods under review if the events and transactions had actually happened or been made as of
October 1, 1997.
We audited the IAS-based (combined) pro forma consolidated financial statements as presented by
Taifun AG in a 3-year format subsuming the fiscal years ended September 30, 2000/1999/1998. The
preparation and contents of the (combined) pro forma consolidated financial statements are the
responsibility of the Company’s Executive Board.
Our responsibility is, based on our audit, to express an opinion on whether the subsumed 3-year
presentation of the (combined) pro forma consolidated financial statements conforms with the
approaches, procedures, assumptions and premises described in the notes thereto as well as, generally,
with International Accounting Standards (IAS).
We conducted our audit in accordance with German auditing regulations and with due regard to
generally accepted standards on the audit of financial statements as established by IDW as well as,
where applicable and appropriate, additionally to the International Standards on Auditing (ISA) of the
International Federation of Accountants (IFAC). Said standards require that we plan and perform the
audit to obtain reasonable assurance about whether, subject to the aforesaid procedures detailed in the
notes, the (combined) pro forma consolidated financial statements in their subsumed 3-year
presentation are free of any material misstatements. An audit includes examining, on a test basis, the
evidence supporting the amounts and disclosures in the (combined) pro forma consolidated financial
statements. An audit also includes assessing the accounting principles used, and significant estimates
made, by the auditee’s legal representatives, as well as evaluating the overall presentation of the
(combined) pro forma consolidated financial statements. We believe that our audit provides a
reasonable basis for our opinion.
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