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

total value of its requirement for generators in the prior fiscal year. The agreement may be terminated
no earlier than September 30, 2010. After that, the agreement can be terminated at the end of a year
with six months’ notice. The agreement applies to all controlled subsidiaries of Nordex Energy GmbH,
i.e. all subsidiaries in which Nordex Energy GmbH holds an interest of more than a 25% blocking
minority, except Südwind Energy GmbH, with which a separate agreement has been concluded.
An agreement relating to the Südwind S-70 with the same terms and conditions was also entered into
on October 1, 2000 between Südwind Energy GmbH and Loher AG.
Master agreements between Nordex Energy GmbH/Südwind Energy GmbH and A. Friedrich Flender AG
On October 1, 2000, Nordex Energy GmbH and A. Friedrich Flender AG, a former Babcock Borsig Group
company, entered into a master agreement on the supply of gears, particularly for N-43, N-50, N-54,
N-60 and N-80 wind turbines, as well as all other components ordered by Nordex Energy GmbH from
A. Friedrich Flender 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
gears per fiscal year from A. Friedrich Flender AG on the condition that the gears offered by A. Friedrich
Flender AG are competitive in terms of price, quality, warranty, availability and dependability of aftersale
service. The value of the gears purchased from A. Friedrich Flender AG in a given fiscal year may
not exceed 80% of the total value of its requirement for gears in the prior fiscal year. The agreement
may be terminated no earlier than September 30, 2010. After that, the agreement can be terminated at
the end of a year with six months’ notice. The agreement applies to all controlled subsidiaries of Nordex
Energy GmbH, i.e. all subsidiaries in which Nordex Energy GmbH holds an interest in excess of a 25%
blocking minority, except Südwind Energy GmbH, with which a separate agreement has been
concluded.
An agreement with the same terms and conditions relating to the Südwind S-70 was entered into on
October 1, 2000 between Südwind Energy GmbH and A. Friedrich Flender AG.
Licensing agreement between Südwind Energy GmbH and pro + pro Energiesysteme GmbH & Co. KG
On January 24, 2000, Südwind Energy GmbH and pro + pro Energiesysteme GmbH & Co. KG entered
into a non-exclusive licensing agreement limited to Germany for the manufacture and sale of S-70
wind turbines (see ‘‘Business – Intellectual property rights – Patents, trademarks and licenses’’).
Master agreements between Nordex Energy GmbH/Südwind GmbH and Babcock Gießerei GmbH
On August 7 and 18, 2000, Südwind Energy GmbH and Babcock Gießerei GmbH entered into a master
agreement for the supply of hubs. This agreement does not stipulate a minimum volume and applies to
all deliveries up to December 31, 2001. On March 7, 2001, Nordex Energy GmbH and Babcock Gießerei
GmbH entered into a corresponding agreement which provides for a fixed term until December 31,
2003, with the option to extend the agreement until December 31, 2005.
The Company is of the opinion that the agreements described above contain standard market terms
and conditions and were entered into on arm’s-length terms.
Research and Development
The Nordex Group places great emphasis on continued development work. Mastery of the construction
of wind turbines in their entirety requires a precise interplay among the individual component parts
and ensures the efficiency of the products. However, the Nordex Group does not conduct its own
research.
The core components of wind turbines, in particular the control technology (including software), the
rotor blades, electrical components and the pitch regulation system, determine the quality of the
overall turbine and therefore are developed and improved primarily by the Company’s own employees.
The Nordex Group’s internal know-how ranges from the technical design of the wind turbine, to the
functioning of the blades, to control and inverter technology.
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