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

Management Board of Nordex AG and the managing directors of
Nordex AG subsidiaries and business partners by way of a
preferential allotment; an offer of preferential allotment was not
made to members of the Supervisory Board of the Company.
Listing: There has been no public trading of shares of Nordex AG prior to
the Offering. The shares of Nordex AG were admitted to the
Geregelter Markt on March 30, 2001 for trading on the Neuer
Markt of the Frankfurt Stock Exchange. Trading on the Neuer
Markt is expected to commence under the symbol ‘‘NDX’’ on April
2, 2001.
Use of proceeds: Nordex plans to use the net proceeds of the Offering for general
business purposes, primarily to strengthen its position on the
global market through further developments in technology and
the development of new products, as well as through internal
and external growth. In addition, the proceeds will be used to
reduce the Group’s liabilities.
In particular, substantial funds from the net proceeds of the
Offering will be used in the further development of the Nordex
Group’s technologies and invested in the development of new
products. Nordex AG also intends to use a further substantial
proportion of the net proceeds of the Offering to expand the
Nordex Group’s production capacity and to increase production
of rotor blades. Of the Company’s approximately E92.6 million
liabilities to the Babcock Borsig Group, E75 million are intended
to be repaid out of the net proceeds of the Offering. The
remaining E17.6 million will not be repaid any earlier than the
date six months from the first day of trading of the Offered
Shares on the Neuer Markt. In the Company’s opinion,
repayment of these debts will not affect its planned growth
for the period through fiscal year 2002/2003. Finally, Nordex
intends to finance possible acquisitions from the proceeds of the
Offering, provided and to the extent that individual acquisitions
are not financed by granting shares to the seller.
The pro rata proceeds from the Offering of the shares will be
paid to the Selling Shareholders after the costs to be borne by
them have been deducted.
Lock-up Agreements: Nordex AG has irrevocably agreed with Deutsche Börse AG, and
the Selling Shareholders of the Company have irrevocably agreed
with Nordex AG that, in accordance with the relevant provisions
of the German Stock Corporation Act, they will not either directly
or indirectly offer any Nordex shares on or off a stock exchange,
sell or market any Nordex shares nor take any other measures
which have the economic effect of a sale for a period of six
months commencing on the first day of trading of the Offered
Shares on the Neuer Markt, expected to take place on April 2,
2001.
In addition, the Company has agreed with Dresdner Bank, for an
additional period of six months to neither (a) directly or
indirectly issue, sell, offer, contract to sell or otherwise dispose of
or make an offer relating to any shares of the Company or other
securities or uncertified rights which are convertible into or
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