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

Of the bearer shares to be admitted for trading, 16,050,000 shares from the holdings of the Selling
Shareholders with German Securities Code (WKN) 621 058 and the 4,700,000 Option Shares and a
further 400,000 shares which have been loaned for the Over-allotment Option and for the activities of
the Designated Sponsor and released by their Securities Code are subject to a Lock-up Agreement in
accordance with the Neuer Markt rules and regulations and to the Lock-up Agreement agreed between
Dresdner Bank and the Selling Shareholders (see ‘‘—Lock-up Agreements’’). The 16,050,000 shares held
by the Selling Shareholders and – to the extent that the Over-allotment Option is not exercised – the
4,700,000 Option Shares will be listed under this Securities Code until the lock-up period expires and
will not be included in the initial listing scheduled for April 2, 2001. On the day the lock-up period
expires, which is expected to be October 3, 2001, these shares will be assigned the German Securities
Code (WKN) 587 357 and subsequently included in the listing.
Lock-up Agreements
Nordex AG has irrevocably agreed with Deutsche Börse AG, and the Selling Shareholders 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 or 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 be April 2, 2001. In the case of an infringement of the Lock-up
Agreements, the Selling Shareholders have agreed with Deutsche Börse AG to pay a contractual
penalty. This penalty is calculated as the difference between the Offer Price and the proceeds of the
sale or, where the proceeds of such sale do not exceed the Offer Price, the difference between the
acquisition cost and the Offer Price.
In accordance with Sections 7.2.9 and 2. 2. (1) of the Neuer Markt rules and regulations, Deutsche
Börse AG may exempt Nordex AG from the lock-up on the basis of a justified application by the
Company.
In addition, the Company has agreed with Dresdner Bank, in accordance with the provisions of the
German Stock Corporation Act, 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
exchangeable for shares of the Company or which represent the right to receive shares of the
Company, in particular (i) to utilize authorized capital or (ii) propose a capital increase to the General
Shareholders’ Meeting, nor (b) to conclude any transactions (including derivatives transactions) that
have the same economic effect as a sale of shares, without the prior written approval of Dresdner
Bank, which can only be withheld for good cause. This Lock-up Agreement does not apply to the
Company’s capitalization measures (e.g. capital increases against non-cash contributions), which the
Frankfurt Stock Exchange has exempted from the lock-up pursuant to Section 7.3.9 of the rules and
regulations of the Neuer Markt, provided the purchaser of any such new shares agrees to comply with
the lock-up rules for the remainder of the term of the Lock-up Agreement.
The Selling Shareholders have also agreed with Dresdner Bank, for a period of 12 months, commencing
on the first day of trading of the Offered Shares on the Neuer Markt, to (a) neither initiate nor approve
the measures named in the preceding paragraph and not to (b) offer, sell or market the shares
remaining in their possession or other securities that are convertible into or exchangeable for shares of
the Company or which represent the right to receive shares of the Company without the prior written
approval of Dresdner Bank, which can only be withheld for good cause; this restriction also applies to
any other transactions that have the same economic effect as a sale, including derivatives transactions.
This Lock-up Agreement does not apply to the Company’s capitalization measures (e.g. capital increases
against non-cash contributions) or the sale of Nordex shares by the Selling Shareholders to one or
more strategic investors, insofar as the purchasers subject themselves to the lock-up rules for the
remainder of the term of the Lock-up Agreement.
The Nordex shares held by the Selling Shareholders – to the extent that they are not made available to
the Designated Sponsors to fulfill their duties as sponsors and are released for this by their Securities
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