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

The chief suppliers of towers are Welcon A/S, a company in which the Pedersen family holds an
interest, and OMNICAL GmbH, a Babcock Borsig Group company. The main suppliers of gears are A.
Friedrich Flender AG, a former Babcock Borsig Group company, and Eickhoff Maschinenfabrik. The main
suppliers of generators are Loher AG, also a former Babcock Borsig Group company, and VA Tech ELIN
EB9 Motoren GmbH. The Group mainly purchases electrical components and inverters from Integral
Drive Systems AG and Schaltanlagen-Elektronik-Geräte GmbH & Co. KG and hubs and turbine frames
for its wind turbines from, among others, Babcock Gießerei GmbH. See also the section entitled
‘‘Relationships with the Principal Shareholders, the Babcock Group and the Pedersen family’’ for more
information on the companies belonging to the Babcock Borsig Group or the Pedersen family’s
holdings. The Company is of the opinion that the agreements with Babcock Borsig Group companies
and companies in which the Pedersen family holds interests were concluded on standard market terms
and conditions on an arm’s-length basis.
Material Contracts
In addition to standard agreements for the purchase or supply of components and the sale of wind
turbines, the Nordex Group has concluded the following agreements with associated companies (see
‘‘Relationships with Principal Shareholders, the Babcock Borsig Group and the Pedersen family’’).
Service agreement between Nordex AG and Borsig Energy GmbH
On January 1, 2001, Nordex AG and Borsig Energy GmbH entered into a service agreement stipulating
that Nordex AG can utilize the employees and resources of Borsig Energy GmbH in the areas of law,
taxation, investments, financing, personnel consulting, accounting and reporting, information services,
and auditing. Remuneration is set at cost of documented expenses plus a margin of 2%. The agreement
is unlimited in term and can be terminated by Borsig Energy GmbH with six months’ notice, no earlier
than December 31, 2001, and by Nordex AG at the end of a quarter with one month’s notice.
Master agreement between Nordex Energy GmbH and Omnical GmbH
On October 1, 1998, Nordex Energy GmbH and Omnical GmbH, a Babcock Borsig Group company,
entered into a master agreement pursuant to which Nordex Energy GmbH undertakes to purchase from
Omnical GmbH at least 50% of the tubular steel towers for wind turbines ordered from Nordex Energy
GmbH, a subsidiary of Nordex Energy GmbH, or another Group company or licensee. This purchase
undertaking applies to all wind turbines installed in Scandinavia, the Benelux countries or Germany, or
in any other country insofar as Nordex Energy GmbH does not procure the tubular steel towers from
another manufacturer in that country. Omnical GmbH is not obliged to accept orders from Nordex
Energy GmbH. If it does not, Nordex Energy GmbH is free to award the contracts to third parties. The
agreement is unlimited in term and can only be terminated for good cause. Good cause will exist in
particular if Omnical or any of its affiliates no longer belongs to the Balcke-Dürr Group.
Master agreement between Nordex Energy GmbH and Welcon A/S
On October 1, 1998, Nordex Energy GmbH and Welcon A/S, a company belonging to the Pedersen
Brothers’ holdings, entered into a master agreement in which Nordex Energy GmbH undertakes to
purchase from Welcon A/S at least 50% of the tubular steel towers for wind turbines ordered from
Nordex Energy GmbH, a subsidiary of Nordex Energy GmbH or another Group company, or a licensee.
The agreement can only be terminated for good cause.
Master agreements between Nordex Energy GmbH/Südwind Energy GmbH and Loher AG
On October 1, 2000, Nordex Energy GmbH and Loher AG, a former Babcock Borsig Group company,
entered into a master agreement covering the supply of generators by Loher AG, particularly for N-43,
N-50, N-54, N-60 and N-80 wind turbines, and all other components ordered by Nordex Energy GmbH
from Loher AG. There is no purchase requirement on behalf of Nordex Energy GmbH. Nordex
guarantees to purchase at least 70% of the total euro value of its requirement for individual types of
generators per fiscal year from Loher AG on the condition that the generators offered by Loher AG are
competitive in terms of price, quality, warranty, availability and dependability of after-sale service. The
value of the generators purchased from Loher AG in any given fiscal year may not exceed 80% of the
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