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

No action has been or will be taken in any jurisdiction by the Managers that would permit a public
offering of the Offered Shares or possession or distribution of this Offering Memorandum or any other
offering of publicity material relating to the Offered Shares in any country or jurisdiction where action
for that purpose is required. Each Manager has agreed to comply with all applicable laws and
regulations in each jurisdiction in which it acquires, offers, sells or delivers Offered Shares or has in its
possession or distributes this Offering Memorandum or any such other material. Nordex and the Selling
Shareholders will have no responsibility for, and each Manager has agreed to obtain any consent,
approval or permission required by it for, the acquisition, offer, sale or delivery by it of Offered Shares
under the laws and regulations in force in any jurisdiction, to which it is subject or in or from which it
makes any acquisition, offer, sale or delivery. No Manager is authorized to make any representation or
use any information in connection with the issue and sale of the Offered Shares other than as
contained in this Offering Memorandum or any amendment or supplement to it.
United States
Each Manager agrees and acknowledges that the Offered Shares have not been, and will not be
registered under the Securities Act or under the securities laws of any State of the United States and
may not be offered or sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Each Manager agrees
and represents that: (i) it has not offered or sold, and will not offer or sell, any Offered Shares within
the United States except to those who it reasonably believes to be QIBs (as defined in Rule 144A); (ii)
neither it nor any person acting on its behalf has made or will make offers or sales of the Offered
Shares in the United States by means of any form of general solicitation or general advertising (within
the meaning of Regulation D) in the United States; and (iii) it has not entered and will not enter into
any contractual arrangement with any distributor (as that term is defined by Regulation S) with respect
to the distribution of the Offered Shares, except with its affiliates or with the prior written consent of
Nordex.
United Kingdom
Each of the Managers agrees and represents that: (i) it has not offered or sold and will not offer or sell
any Offered Shares to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the
purpose of their business or otherwise in circumstances that do not constitute an offer to the public in
the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995; (ii) it has
complied and will comply with all applicable provisions of the Financial Services Act of 1986 with
respect to anything done by it in relation to the Offered Shares in, from or otherwise involving the
United Kingdom; and (iii) it has only issued or passed on, and will only issue or pass on, in the United
Kingdom any document received by it in connection with the issuance of the Offered Shares to a
person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.
Japan
Each Manager has agreed not to offer or sell, or procure any offers or sales of Offered Shares in Japan
without the prior written consent of the Joint Lead Managers.
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