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

No assessment can be made based on the basis of current information available today as to whether
the development of a five megawatt turbine will be technically successful. If this development were
unsuccessful, the Company could be faced with substantial development costs with the possibility of
no related future earnings to offset these costs. This would have material adverse effects on the
business, financial condition and results of operations of the Nordex Group.
Fluctuations in Quarterly Results
In the past, the sales revenue and results from business activities of Nordex AG and its subsidiaries
have significantly fluctuated each quarter. The Company believes the quarterly results of its business
will continue to vary from quarter to quarter due to a number of factors, such as strong fluctuations in
incoming orders or the timing of new or improved product launches. A large portion of the Nordex
Group’s operating expenses are fixed costs and cannot be adjusted according to short-term
fluctuations in business activities. As a result, a decrease in sales revenue in a given quarter can have a
negative impact on the results of the Nordex Group for that quarter. For this reason, there is a risk that
the results from business activities of the Nordex Group in future quarters will fall below the analysts’
and investors’ expectations. As a result, the market price of the Offered Shares could be materially
adversely affected.
Tax Situation
Nordex AG, which was formed on August 25, 2000, and the consolidated Nordex Group, have not been
subject to any tax audits to date. However, some of its subsidiaries were subject to tax audits for the
period from 1993 to 1995. These audits covered corporation, trade and value added tax as well as
investment grants. The most recent tax audit was at Nordex Energy GmbH and took place in August
1997. Nordex Automation GmbH received notification of a pending audit, but no audit was performed,
and the right reserved by the authorities to re-audit the company has since been rescinded. No audits
have taken place at NPV Planungs- & Vertriebsgesellschaft mbH, Südwind Energy GmbH or Nordex
Rotor GmbH. An income tax audit was performed at Nordex Automation GmbH for the period from
December 1, 1991 to December 31, 1995, however, the audit did not result in any assessments. An
income tax audit was also performed at NPV Planungs- & Vertriebsgesellschaft mbH for the period
from August 1, 1997 to September 30, 1999, which resulted in a request for payment of additional tax
amounting to E1,000. The Company believes that the tax returns submitted were complete and correct,
and that the tax assessments/provisions for taxes reflect the actual circumstances, and therefore does
not anticipate any significant changes to tax assessments already made resulting in the payment of
additional tax in the event of an internal audit. However, the tax authorities have the right to request
the payment of additional tax at a later date due to differing interpretations of the facts, which could
have material adverse effects on the business, financial condition and results of operations of the
Company.
22