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

December 14, 2000, the date on which the notification of their contribution to Nordex AG became valid
by entry of the capital increase in the commercial register. The subsidiaries of Nordex AG also
terminated certain inter-company agreements on January 25, 2001 (see ‘‘General Information on the
Company — Additional Company-law Matters’’).
As a consequence of its former position in the Balcke-Dürr Group, Nordex AG and its subsidiaries are
still a party to numerous service agreements with the Balcke-Dürr Group companies and the Babcock
Borsig Group companies, which are still in effect.
Most of these agreements concern the supply of key wind turbine components and the provision of
management and administrative resources as well as the provision of office space.
The following are some of the principal agreements (see also ‘‘Business—Material Contracts’’):
– Service agreement between Nordex AG and Borsig Energy GmbH dated February 22, 2001 covering
the provision of employees and administrative resources;
– Master agreement between Nordex Energy GmbH and Omnical GmbH dated September 30, 1998
covering the delivery of tubular towers;
– Master agreement between Nordex Energy GmbH and Loher AG dated August 24/25, 2000
covering the delivery of wind generators;
– Master agreement between Nordex Energy GmbH and A. Friedrich Flender AG dated August 24/25,
2000 covering the delivery of transmission gears;
– Master agreement between Südwind Energy GmbH and Loher AG dated August 24/25, 2000
covering the delivery of wind generators;
– Master agreement between Südwind Energy GmbH and A. Friedrich Flender AG dated August 24/
25, 2000 covering the delivery of transmission gears; and
– Master agreement between Nordex Energy GmbH/Südwind GmbH and Babcock Gießerei GmbH
covering the delivery, processing and painting of rotor hubs and frames dated March 7, 2001 and
August 7/18, 2000, respectively.
Nordex Automation GmbH, formerly Babcock Prozeßautomation GmbH, and Borsig Prozeßautomation
GmbH, Oberhausen, also entered into an agreement on November 15, 2000 concerning the hiving off
of non-wind activities from the Nordex Group. This agreement provided for the process automation for
the power plants division (comprising the project planning, sales, technical and commercial
management, and project engineering units), which was previously a part of Nordex Automation
GmbH’s business in addition to its wind turbine business, to be transferred with all rights and
responsibilities from Nordex Automation GmbH to Borsig Prozeßautomation GmbH. This transfer
included, in particular, the uncompleted delivery and contracts for works and services of Nordex
Automation GmbH, as well as those still covered by guarantees. Because the contractual partners of
Nordex Automation GmbH were not requested to consent to the transfer of the legal rights and
responsibilities contained within those contracts, Nordex Automation GmbH remains liable for any
liability arising therefrom. The Company estimates that the total risk of having to fulfil any claims or
recourse from guarantees amounts to less than EUR 1 million. In addition, there is a risk that Nordex
Automation GmbH could be faced with claims by guarantors who provided sureties or guarantees in
connection with delivery contracts or contracts for works and services to customers of Nordex
Automation GmbH in respect of certain risks. To cover the two risks mentioned above, Balcke-Dürr AG
and Nordex AG signed an indemnification agreement on November 22, 2000, pursuant to which
Balcke-Dürr AG will indemnify Nordex AG and its subsidiaries in the event any claims are raised.
No geographic or sector-specific restrictions on competition are imposed on Nordex AG, in relation to
either former or current Babcock Borsig Group companies. The Company believes that the agreements
with the Babcock Borsig Group companies were concluded on the basis of standard market terms and
conditions on arm’s-length terms.
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