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

UNDERWRITING AND SALE
Dresdner Kleinwort Wasserstein and WestLB Panmure are the Joint Lead Managers for the Offering;
Dresdner Kleinwort Wasserstein is the Sole Bookrunner and BHF–BANK, COMMERZBANK SECURITIES
and HypoVereinsbank are the Co-Managers (together the ‘‘Managers’’).
Pursuant to the Underwriting Agreement, the Managers will agree, severally but not jointly, to
underwrite, at the Offer Price of E9 per Offered Share, up to the number of Offered Shares set forth
opposite their names in the table below. Subject to certain conditions, Nordex has agreed to issue
18,000,000 Offered Shares (the ‘‘New Shares’’) and the Selling Shareholders have agreed to sell
13,300,000 Offered Shares (together with the Option Shares, the ‘‘Sale Shares’’) in the Offering. The New
Shares will be subscribed for, and the Sale Shares will be purchased, by Dresdner Kleinwort Wasserstein
for the account of all Managers. Furthermore, the Selling Shareholders have agreed, subject to certain
conditions, to sell up to an additional 4,700,000 Offered Shares (the ‘‘Option Shares’’) pursuant to the
Over-Allotment Option (see ‘‘The Offering — Over-allotment Option’’). Pursuant to the terms of the
Underwriting Agreement, the Managers will subscribe for and purchase up to the total number of
Offered Shares listed below.
Manager Number of Offered Shares
Dresdner Bank Aktiengesellschaft q
Westdeutsche Landesbank Girozentrale q
BHF-BANK Aktiengesellschaft q
COMMERZBANK Aktiengesellschaft q
Bayerische Hypo-und Vereinsbank Aktiengesellschaft q
Total 36,000,000
The Offer Price per Offered Share will be determined jointly by the Joint Lead Managers, the Selling
Shareholders and Nordex on the basis of the results of the book-building process (see ‘‘The Offering’’).
The Company and the Selling Shareholders will pay to the Managers a commission of 4% of the Offer
Price for each Offered Share, other than the Option Shares, in respect of which the Selling Shareholders
will pay to the Managers a commission of 2.4375% of the Offer Price for each Option Share and any
Offered Shares placed on a preferential basis with employees of the Nordex Group, members of the
Management Board of the Company, managing directors of the Company’s subsidiaries and business
partners, in respect of which the Company and the Selling Shareholders will pay to the Managers a
commission of 1.3125% of the Offer Price per Offered Share. The Company and the Selling
Shareholders will also pay to the Managers, in their sole discretion, a success fee of up to 0.25% of the
Offer Price for each Offered Share. In addition, the Company and the Selling Shareholders have agreed
to reimburse the Managers in respect of certain of their expenses in connection with the Offering. The
Underwriting Agreement entitles the Managers to be released and discharged from their respective
obligations thereunder in certain circumstances prior to payment to the Selling Shareholders. Nordex
and the Selling Shareholders have agreed to indemnify the Managers against certain liabilities in
connection with the Offering, including liabilities under United States federal securities laws. The
Company and the existing shareholders of Nordex have agreed to certain restrictions on the sale,
announcement of sale or transfer of bearer shares of Nordex (see ‘‘The Offering — Lock-Up
Agreement’’).
The Managers propose to offer the Offered Shares to non-U.S. persons outside the United States in
offshore transactions in reliance on Regulation S and in accordance with applicable law, and the
Managers, through their respective U.S. affiliates, propose to offer the Offered Shares to qualified
institutional buyers in the United States pursuant to, and in reliance upon, Rule 144A. Each Manager
has agreed that, except as permitted under the Underwriting Agreement, it will not offer, sell or deliver
the Offered Shares within the United States. Terms used in this paragraph have the meanings given to
them by Regulation S. Transfer of the Offered Shares will be restricted as described under ‘‘Notice to
Investors’’.
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