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

Nordex intends to finance possible acquisitions from the net proceeds of the Offering, provided and to
the extent that individual acquisitions are not financed by granting shares to the seller.
The net proceeds from the placement of the shares belonging to the Selling Shareholders, and of the
Option Shares, will accrue to the Selling Shareholders.
Approximately E119.7 million, less the costs to be borne by them, will accrue to the Selling
Shareholders from the sale of their 13,300,000 existing shares. If the Over-allotment Option granted to
Dresdner Bank is exercised in full, the Selling Shareholders will receive, in addition, up to approximately
E42.3 million from the sale of the up to 4,700,000 Option Shares made available by them. The costs of
the placement of the existing shares and the Option Shares will be borne by the Selling Shareholders.
German Takeover Code and Principles for the Allocation of Share
Issues to Private Investors and Recognition of the Neuer Market
Regulations
In accordance with Neuer Markt regulations, Nordex AG has recognized the Übernahmekodex (German
Takeover Code) issued by the German Stock Exchange Committee at the German Federal Finance
Ministry and has agreed to observe the Principles of Allocation. In addition, the Company has agreed
with Deutsche Börse AG to recognize the current version of the Neuer Markt regulations as binding.
Certification of Shares, Payment Date and Delivery
The shares are represented by global certificates, lodged with Clearstream Banking AG, Frankfurt am
Main as the securities clearing and deposit bank. The shares will be credited to the shareholders in
collective securities accounts. In accordance with the Articles of Association, shareholders are not
entitled to physical shares certificates. The delivery of the shares, in book-entry form, against payment
of the Offer Price plus the usual securities commission is expected to be made on April 4, 2001 through
Clearstream Banking AG, Frankfurt am Main.
Dividend Rights and Transferability of Shares
The shares offered in this Offering Memorandum have full dividend rights from the current fiscal year
2000/2001 (i.e., as of October 1, 2000) and are freely transferable bearer shares.
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