AUDITOR’S OPINION We audited the annual accounts (including the accounting system) and management report prepared by TAIFUN AG, Oberhausen, for the abbreviated fiscal year from August 25 <strong>to</strong> September 30, 2000. The accounting and preparation <strong>of</strong> the annual accounts and management report in accordance with German Commercial Code regulations are the responsibility <strong>of</strong> the Company’s Executive Board. Our responsibility is, based on our audit, <strong>to</strong> express an opinion on the annual accounts (with due regard <strong>to</strong> the accounting system) and management report. We conducted our annual audit in accordance with the provisions <strong>of</strong> Art. 317 HGB and with due regard <strong>to</strong> generally accepted standards on the audit <strong>of</strong> financial statements as established by IDW, the Institute <strong>of</strong> Sworn Public Audi<strong>to</strong>rs in Germany. Those standards require that we plan and perform the audit <strong>to</strong> obtain reasonable assurance that any misstatement or fraud which has a material impact on the view <strong>of</strong> the net assets, financial position and results <strong>of</strong> operations as presented by the annual accounts in accordance with generally accepted accounting principles and by the management report is identified. When planning the audit procedures, knowledge and understanding <strong>of</strong> the Company’s business, its economic and legal environment as well as sources <strong>of</strong> potential errors are given due consideration. In view <strong>of</strong> the Company’s size and purpose, an audit includes examining, solely through various individual audit procedures, the evidence s<strong>up</strong>porting the amounts and disclosures in the accounting and annual accounts. An audit also includes assessing the accounting principles used, and significant estimates made, by the Company’s Executive Board, as well as evaluating the overall presentation <strong>of</strong> the annual accounts and management report. We believe that our audit provides a reasonable basis for our opinion. Our audit did not result in any objections or exceptions. It is our opinion that the annual accounts, with due regard <strong>to</strong> accounting principles generally accepted in Germany, present fairly, in all material respects, the Company’s net assets, financial position and results <strong>of</strong> operations. The management report gives a true and fair view <strong>of</strong> the Company’s overall position and the risks inherent in its future development. Cologne, December 15, 2000 F-40 (Dr. Scheur) Wirtschaftsprüfer BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (Siebert) Wirtschaftsprüfer
Assets Pro forma CONSOLIDATED BALANCE SHEET according <strong>to</strong> IAS as <strong>of</strong> December 31, 2000, with statistical data as <strong>of</strong> December 31, 1999 Note A. Fixed assets (5.1) Balance at Balance at 12-31-2000 12-31-1999 pro forma pro forma E E I. Intangible assets 1. Concessions, franchises, industrial-property and similar rights and assets, as well as licenses there<strong>to</strong> 4,575,407.64 2,289,905.16 2. Pro forma goodwill 20,047,901.67 0.00 3. Prepayments on intangibles 1,501,598.70 563,945.24 II. Property, plant & equipment 26,124,908.01 2,853,850.40 1. Land and buildings 2,350,160.49 856,922.51 2. Production plant and machinery 3,501,661.60 3,721,970.88 3. Other plant, fac<strong>to</strong>ry and <strong>of</strong>fice equipment 3,989,640.70 2,608,414.39 4. Prepayments on property, plant & equipment, and construction in progress 4,853,098.21 2,542,898.02 III. Financial assets 14,694,561.00 9,730,205.80 1. Shares in unconsolidated gro<strong>up</strong> companies 222,330.78 203,083.60 2. Investments 760,784.92 540,044.38 B. Current assets I. Inven<strong>to</strong>ries (5.2) 983,115.70 743,127.98 41,802,584.71 13,327,184.18 1. Raw materials and s<strong>up</strong>plies 31,515,937.27 18,476,025.78 2. Work in process 14,314,883.74 26,596,677.61 3. Prepayments made 10,151,460.83 7,628,474.87 55,982,281.84 52,701,178.26 less prepayments received (17,910,672.27) (5,559,368.70) 38,071,609.57 47,141,809.56 II. Future receivables under long-term construction contracts (5.3) 25,884,414.85 20,486,496.06 III. Receivables and sundry current assets (5.4) 1. Trade receivables 45,176,536.69 20,183,361.34 2. Due from Babcock Borsig Gro<strong>up</strong> companies 10,449,516.35 1,960,313.72 3. Sundry current assets 2,834,947.61 1,326,132.53 58,461,000.65 23,469,807.59 IV. Cash & cash equivalents 3,118,909.49 354,325.55 125,535,934.56 91,452,438.76 C. Prepaid expenses & deferred charges 1,635,373.58 15,157.00 D. Deferred tax assets (6.7) 873,554.96 130,238.31 169,847,447.81 104,925,018.25 F-41
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OFFERING MEMORANDUM Oberhausen, Ger
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Forward-looking Information This Of
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account of a QIB, whom the seller h
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Nordex AG Oberhausen, Germany Offer
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Table of Contents Notice to New Ham
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Financial Information. . . . . . .
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Summary of the Offering Memorandum
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Management Board of Nordex AG and t
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Selected Financial Data of the Nord
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Shareholders. In each case, the cos
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Code - will be held under a separat
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Capitalization The following table
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organizational structures to meet t
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condition, results of operations an
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Risks Inherent in the Market and Co
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In addition, there is a risk that p
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Shareholders’ Meeting of Nordex A
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Nordex AG believes that generating
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The US provides federal support for
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Business Introduction and Overview
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manufacturers, customers and suppli
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The following table illustrates the
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According to the provisional figure
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Vestas Wind Systems A/S and Bonus E
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Strategy Nordex’s overall strateg
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The following figure illustrates th
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due to their various sizes and nomi
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The maximum weekly production capac
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The Company’s marketing is mainly
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total value of its requirement for
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Intellectual Property Rights Patent
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Since it ceased being a member of t
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The following table provides an ove
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accept and pay for the rotor blades
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Before construction of the wind par
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Relationships with Principal Shareh
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Agreements with Associated Companie
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interests it held with a total nomi
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underwriting syndicate lead-managed
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Earnings per Share The following ta
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Auditor for the Subsidiaries The fi
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Capital stock: EUR 25 thousand Rese
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Executive Bodies of the Company, Em
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The Company has not granted any loa
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Automotive-Gruppe were, from 1993,
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two comprises the managing director
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Management’s Discussion and Analy
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Comparison of Fiscal Years 1999/200
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was due primarily to the Company in
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In total, the average pro forma inc
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ecognise foreign currency gain or l
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UNDERWRITING AND SALE Dresdner Klei