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

Relationships with Principal Shareholders, the Babcock
Borsig Group and the Pedersen Family
In the past, the Nordex Group companies were closely integrated with the Babcock Borsig Group, and
maintained a series of business relationships with the Pedersen family, which held a 25% interest in
Nordex Energy GmbH until the contribution of its interest to Nordex AG. The Pedersens have been
active in the wind energy business since the mid-80’s.
Relationships with Babcock Borsig Group Companies
Position within the Group
The Nordex Group companies, with the exception of Nordex AG, were formerly part of the Balcke-Dürr
Group. Balcke-Dürr AG is an indirect subsidiary of Babcock Borsig AG. Babcock Borsig AG (together
with its subsidiaries, the ‘‘Babcock Borsig Group’’) is listed on the official market (Amtlicher Handel) of
the Berlin, Düsseldorf, Frankfurt, Hamburg and Munich stock exchanges. With revenues of over EUR 6
billion (55% generated abroad) and approximately 30,600 employees worldwide, the Babcock Borsig
Group is a major international mechanical and plant engineering, energy and environmental
technologies group (financial data refers to the fiscal year ended September 30, 2000). Its subsidiary
Balcke-Dürr AG is listed on the official market of the Frankfurt, Berlin and Düsseldorf stock exchanges
and its business is in the area of energy systems. Balcke-Dürr AG had approximately 5,900 employees
as of September 30, 2000 and generated consolidated revenues of over EUR 1.4 billion in the fiscal year
September 30, 2000.
Prior to the Offering, Babcock Borsig AG (through its subsidiary Balcke-Dürr AG and Balcke-Dürr AG’s
wholly-owned subsidiary Borsig Energy GmbH) held approximately 80.5% of the share capital of
Nordex AG. Subsequent to the Offering, assuming that the Over-allotment Option is exercised in full,
Borsig Energy GmbH will hold just over 25% (if the Over-allotment Option is not exercised,
approximately 32%) of the voting rights and Shares of the Company. The Babcock Borsig Group will
therefore continue to hold an interest of approximately 25% (if the Over-allotment Option is not
exercised, approximately 32%) of Nordex AG. This shareholding will enable the Babcock Borsig Group,
through its subsidiary Borsig Energy GmbH, to block important decisions of the Company (in particular,
amendments to the Articles of Association) and thereby influence the business development of Nordex
AG (see ‘‘Risk Factors—Influence of Selling Shareholders, Sale of Shares’’).
In addition, two of the members of the supervisory board of Nordex AG also hold additional positions
within the Babcock Borsig Group: these are Dr. Hans W. Fechner, the supervisory board chairman, who
is a Generalbevollmächtigter (general manager) of Babcock Borsig AG and deputy managing board
chairman of Balcke-Dürr AG and Supervisory Board member Michael von Cappeln, who is inter alia a
deputy managing board member of Babcock Borsig AG and managing board member of Balcke-Dürr
AG.
The Nordex Group companies also made up a significant portion of the Balcke-Dürr Group. For this
reason, the General Meeting of Balcke-Dürr AG gave authority to the Management Board until August
30, 2001 to instruct Borsig Energy GmbH to implement the necessary measures for the listing and
public offering of Nordex AG on March 15, 2001, in which external shareholders of Balcke-Dürr AG
(apart from Babcock Borsig Beteiligungs GmbH, a subsidiary of Babcock Borsig AG) would be given the
opportunity to acquire shares in Nordex as part of a preferred allotment (see ‘‘The Offering—Allotment
Principles, Reserved Amount’’).
Contractual and Other Relationships with the Babcock Borsig Group Companies
The subsidiaries of Nordex AG were subsidiaries within the Balcke-Dürr Group before its wind energy
operations were transferred to and brought under the management of Nordex AG and Borsig Energy
GmbH had entered into profit transfer agreements or control and profit transfer agreements with
Südwind Energy GmbH, Nordex Automation GmbH, Nordex Planungs- und Vertriebsgesellschaft mbH
and Nordex Rotor GmbH, which were terminated with good cause by Borsig Energy GmbH on
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