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

Shareholders. In each case, the costs of this offer will be deducted before the proceeds of the Offering
are made available.
The up to 36,000,000 Nordex shares offered for sale, and a further 400,000 shares which will be loaned
to Dresdner Bank in its capacity as Designated Sponsor by a Selling Shareholder, have been assigned
the German Securities Code (WKN) 587 357 and ISIN DE 000 587 357 4. The 16,050,000 bearer shares,
which are subject to Lock-up Agreements in accordance with the Neuer Markt rules and regulations in
the same way as the 400,000 shares released by their Securities Code Number for the activities of a
Designated Sponsor, will be offered under German Securities Code Number 621 058.
The nominal value of each bearer share is E1.00.
Allotment Principles, Reserved Amount
No agreements relating to the allotment procedure existed between Nordex AG and Dresdner Bank at
the beginning of the Offer Period, except for the preferred allotment for preferential subscription rights
and preferential allotment described below. The Company and the Managers will observe the ‘‘Principles
for the Allocation of Share Issues to Private Investors’’ (the ‘‘Principles of Allotment’’) published by
Germany’s Börsensachverständigenkommission (Stock Exchange Committee) at the Bundesministerium
der Finanzen (German Federal Finance Ministry) on June 7, 2000. Nordex AG and the Managers expect
to determine the detailed provisions of the allotment principles by April 2, 2001 and expect to publish
them as required by the Principles of Allotment on April 4, 2001.
Up to 2,760,000 shares were reserved for preferential subscription rights to be granted to the
shareholders of Balcke-Dürr AG, with the exception of Babcock Borsig Beteiligungs GmbH shareholders,
representing up to 8.8% of the Offered Shares, excluding the Over-allotment Option and if the Overallotment
Option is exercised in full, 7.7% of the Offered Shares. The shareholders of Balcke-Dürr AG
were offered one share in Nordex AG, under the conditions of the Offering for every two shares they
hold in Balcke-Dürr AG. Details on exercising the preferential subscription rights were published by
Balcke-Dürr AG on March 17, 2001 in the Frankfurter Allgemeine Zeitung and in
Wertpapiermitteilungen, and on March 20, 2001, in the Bundesanzeiger and were also
communicated to Balcke-Dürr AG’s shareholders through their custodial banks.
Up to 626,000 shares were reserved for preferential allotment to the employees of the Nordex Group,
the Company’s Management Board, the managing directors of Nordex AG’s subsidiaries and business
partners. This represents up to 2% of the Offered Shares (excluding the Over-allotment Option) and up
to 1.73% of the Offered Shares if the Over-allotment Option is exercised in full. No offer of preferential
allotment was made to the Company’s Supervisory Board members. If the employees of the Nordex
Group and the members of the Management Board of Nordex AG took advantage of the opportunity to
acquire preferential allotments, they were offered a preferential allotment of Nordex shares, depending
on their respective purchase offers, with a total selling price of a maximum of E10,000 per recipient.
Business partners were granted the opportunity to subscribe for Nordex shares under this preferential
allotment up to a selling price of E15,000 per recipient.
Otherwise, the general terms of sale, including the Offer Price to be paid by all other investors, also
applied to the preferential allotment.
Designated Sponsors
Dresdner Bank and Westdeutsche Landesbank Girozentrale have been appointed by the Company as
designated sponsors (the ‘‘Designated Sponsors’’) for the Neuer Markt.
Stock Exchange Listing
Application has was for admission to the Geregelter Markt for trading on the Neuer Markt all of Nordex
AG’s original capital amounting to E52,050,000 and the up to 3,400,000 bearer shares with regard to
option rights for bearer shares from the contingent capital increase against cash contributions resolved
by the General Shareholders’ Meeting on February 21, 2001. The admission for trading was approved
on March 30, 2001 by the Listing Committee of the Frankfurt Stock Exchange and trading on the Neuer
Markt is expected to commence under the symbol ‘‘NDX’’ on April 2, 2001.
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