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

opportunities for wind turbine and wind farm operators, which could adversely affect the sale of wind
turbines and the business, financial condition and results of operations of the Company.
The EU directive amending the directive on the assessment of the effects of certain public and private
projects on the environment (Directive 97/11/EC of March 3, 1997) will strengthen, and has intensified
in those states where the directive has been converted into national law, the regulatory framework for
the erection of wind farms. It requires that the member states of the European Union either introduce a
case by case assessment which decides whether the assessment of the effects on the environment is
necessary or, at their discretion, determine criteria or thresholds upon fulfilment of which an
assessment of environmental compliance is required prior to the erection of a wind farm. On the basis
of this directive the Federal Republic of Germany plans to introduce a regulation within this year which
will provide for a preliminary examination prior to the erection of a wind farm with three or more wind
turbines to ascertain whether this could have a negative impact on the environment. Among the
criteria of this regulation, the legislator plans to distinguish between wind farms with three to five and
wind farms with six or more wind turbines. If the proposed wind farm is found likely to have a material
impact on the environment, an assessment of the effects on the environment will be prepared,
generally taking up to several months. It cannot be excluded that the introduction of this regulation
could lead to delays or even render impractical currently planned wind power projects.
Infringement of Third-party Rights
There is the risk that the Nordex Group could be involved in legal disputes based on alleged
infringement of intellectual property rights claimed by third parties. Claims asserted by third parties
and the resulting legal proceedings could, if successful, result in substantial claims for damages against
the Group. Nordex does not have insurance to cover any such claims. Legal disputes with third parties
concerning patents or other intellectual property rights could also result in the Nordex Group being
required to limit or halt the manufacture, sale or use of products in which Nordex utilizes the infringed
or allegedly infringed third-party intellectual property right. If the Nordex Group were affected by such
disputes, this could have a material adverse effect on its business, financial condition and results of
operations.
Due to a patent application filed by a US-based competitor for variable-speed wind turbines, the
Nordex Group is currently unable to sell a portion of the wind turbines it produces in the United States.
However, the Company believes that the Group can still penetrate this market, because it can market
and sell wind turbines in the United States that are not affected by this limitation. In addition, the
Company believes that it could sell the affected turbines in the United States without infringing upon
another company’s patent by making certain technical adaptations to these turbines which could be
possible with a reasonable amount of effort.
Risks in Connection with the Offering
Influence of Selling Shareholders, Sale of Shares
After the capital increase and placement of the shares in the course of the Offering, Borsig Energy
GmbH and Nordvest A/S will together hold up to approximately 40% of Nordex AG’s share capital if the
Over-allotment Option is not exercised.
Borsig Energy GmbH and Nordvest A/S will, therefore, still be able to exert substantial influence on the
Company. Borsig Energy GmbH and Nordvest A/S, especially operating together, are in a position,
depending on the attendance at future General Shareholders’ Meetings of the Company, to strongly
influence the outcome of decisions governed by the German Public Companies Act, independent of the
votes of other shareholders. These decisions include matters such as the resolution on the utilization of
net profits, the election and removal of Supervisory Board members, the appointment of an auditor,
and corporate actions and changes to the Articles of Association. This could materially adversely affect
the Company’s business, financial condition and results of operations.
Two of the six members of the Company’s Supervisory Board are presently nominated by the Babcock
Borsig Group and one of the six by Nordvest A/S, which is controlled by the Pedersen family. Borsig
Energy GmbH and Nordvest A/S have agreed to exercise their rights in the Company’s General
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