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

A U.S. Holder that receives euro upon sale or other disposition of the ordinary shares will realise an
amount equal to the U.S. dollar value of the euro upon the date of sale (or, in the case of cash basis
and electing accrual basis taxpayers, the settlement date). A U.S. Holder will have a tax basis in the euro
received equal to the U.S. dollar amount of the euro received. Any gain or loss realised by a U.S. Holder
on a subsequent conversion of euro will be U.S. source ordinary income or loss.
Passive Foreign Investment Company Considerations
A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income
and assets of the corporation and certain subsidiaries pursuant to the applicable ‘‘look-through rules,’’
either (i) at least 75% of its gross income is ‘‘passive income’’ or (ii) at least 50% of the average value of
its assets is attributable to assets which produce passive income or are held for the production of
passive income. The Company does not believe that it should be treated as a PFIC for U.S. federal
income tax purposes but the Company’s possible status as a PFIC must be determined annually and
therefore may be subject to change. This determination will depend in part on whether the Company
continues to earn substantial amounts of operating income, as well as on the market valuation of the
Company’s assets and the Company’s spending schedule for its cash balances and the proceeds of the
Offer. If the Company were a PFIC, U.S. Holders of Shares would be required (i) to pay a special U.S.
addition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of
Shares at ordinary income (rather than capital gains) rates in addition to paying the special addition to
tax on this gain. Prospective purchasers should consult their tax advisers regarding the potential
application of the PFIC regime.
Backup Withholding and Information Reporting
Dividends and other proceeds with respect to Offered Shares paid by a U.S. paying agent or other U.S.
intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable
regulations. Backup withholding at a rate of 31% may apply to these payments if the U.S. Holder fails
to provide an accurate taxpayer identification number or certification of exempt status or fails to report
all interest and dividends required to be shown on its U.S. federal income tax returns. Certain U.S.
Holders (including, among others, corporations) are not subject to backup withholding.
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