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

not authorized to construct other buildings not serving this purpose. To secure development and
ensure utilization of the property in line with the agreement, the city of Rostock has reserved the right
to repurchase the property. In the event that Nordex Rotor GmbH sells the property within five years
after its acquisition, Nordex Rotor GmbH must pay over any profit made on the sale to the city of
Rostock.
On September 27, 1999, Nordex Energy GmbH made a notarized offer valid from August 31, 2004, to
October 31, 2004, to purchase 32,395m 2 of land on Erich-Schlesinger-Straße, Rostock, which it has
been renting since September 1, 1999. Rental payments made up to the date of purchase will be
deducted from the purchase price. Therefore the parties understand that the entire purchase price will
have been paid by the time the offer can be accepted. A notice of exemption pursuant to Article 1,
Section 4, Paragraph 3 of the Umweltrahmengesetz (Environmental Framework Act) of June 29, 1999,
in the form laid down by Article 12 of the Gesetz zur Beseitigung von Hemmnissen bei der
Privatisierung von Unternehmen und zur Förderung von Investitionen (Act for the Removal of Barriers
to the Privatisation of Companies and the Promotion of Investment) of March 22, 1999, was issued to
the former owner of the aforementioned site. This notice exempts 90% of the overall costs of measures
necessary for averting risks caused by residual waste. The exemption is expected to be transferred to
Landesgesellschaft Mecklenburg-Vorpommern and thereafter to Nordex Energy GmbH. If this occurs,
Nordex Energy GmbH will be required to bear 10% of the costs for measures to avert the risk caused by
residual waste. For measures to avert the risk caused by residual waste, which arose after July 1, 1990
and prior to September 1, 1999, Nordex Energy GmbH will assume the first DM 500,000 of the costs for
such measures. Landesgesellschaft Mecklenburg-Vorpommern will assume any costs between
DM 500,001 and DM 1 million. Costs exceeding DM 1 million will be borne by Nordex Energy GmbH.
Litigation
Except for the matters detailed below, neither the Company nor its subsidiaries have been involved in
any legal or arbitration proceedings that have had or could have a material influence on the economic
position of the Company or on its subsidiaries in the past two fiscal years or since their formation. With
the exception of the matters detailed below, to the best of the Company’s knowledge and that of its
subsidiaries, no such proceedings are currently threatened.
In an agreement dated November 22, 2000, Borsig Energy GmbH undertook to release the Company
from obligations resulting from litigation with Aerpac Aerodynamic Products and Consultancy B.V.
(including the costs required for the retrofit program agreed for this purpose – up to an agreed
maximum amount), from the claims made by the Danish purchaser of Ekter Aioliki S.A. due to this
company’s litigation with ITA S.A., and from claims arising out of disputes with Wehrle Werk AG,
Energiekontor Windkraft GmbH, BOREAS Energie GmbH and Atlas Energieanlagen GmbH & Co. KG
Windpark Neuruppin. These disputes and litigation are described below. With the exception of the costs
for the retrofit program, this liability release undertaking applies up to a maximum total amount of DM
20 million. In the light of the current status of the disputes and litigation, including a settlement
agreed with ITA S.A., the Company believes that this amount is sufficient.
Litigation with Aerpac Aerodynamic Products and Consultancy B.V.
Aerpac Aerodynamic Products and Consultancy B.V. (‘‘Aerpac’’) is one of Nordex Energy GmbH’s longstanding
suppliers for rotor blades. Nordex Energy GmbH concluded a master supply agreement for the
supply of rotor blades with this company in early 1999. In this contract, Nordex Energy GmbH
undertook to purchase at least one set of blades per week. The contract was to run until December 31,
2003.
Having ascertained material technical defects, Nordex Energy GmbH, having given notice and
threatened to reject future shipments, terminated the agreement for good cause on October 25, 2000.
Nordex Energy GmbH cancelled the orders it had already given under the contract.
Aerpac asserts that the termination of the agreement was not based on good cause and that the
defects were not development or manufacturing defects, but rather damage resulting from blade
vibration due to the rotor being overburdened. Aerpac therefore demands that Nordex Energy GmbH
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