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

Agreements with Associated Companies of the Pedersen Brothers
The Nordex Group also maintains business relationships with companies controlled by Nordvest A/S, a
company majority-owned by Carsten Pedersen and Jens Pedersen. In particular, Nordex Energy GmbH
and Welcon A/S, the parent company of Nordvest A/S, concluded a master agreement dated September
30, 1998, covering the delivery of steel tubing masts. Carsten Pedersen is also a managing board
member of Nordex AG and Jens Pedersen holds general power of attorney for Nordex Energy GmbH
and Nordex AG.
The Pedersen brothers, Nordvest A/S, Welcon A/S, Nordex Energy GmbH, Borsig Energy GmbH and
Nordex AG entered into an agreement dated 23 November 2000. This agreement provides inter alia,
that, with effect from November 11, 2000, Nordex Energy GmbH will pay to Welcon A/S DM 500 for
each wind turbine with a rotor diameter between 33m and 50m and DM 1,000 for each wind turbine of
over 50m manufactured by or for the account of Nordex Energy GmbH, or by or for the account of one
of its subsidiaries or another Group company or licensee. This obligation results from an earlier
shareholder agreement among the parties dated September 25, 1998, which has otherwise expired.
Nordex Energy GmbH has agreed to pay these amounts in return for the transfer of all Welcon A/S’s
intellectual property rights to Nordex Energy GmbH, and the transfer of know-how to Welcon A/S. The
obligation applies up to a ceiling of DM 3 million during the term of the agreement.
In addition, it was agreed that Borsig Energy GmbH will, within the legal limits, exercise its rights in
Nordex AG’s General Shareholders’ Meeting to ensure that a candidate nominated by Nordvest A/S is
elected to the supervisory board.
No geographic or sector-specific restrictions on competition are imposed on Nordex AG, in relation to
either former or currently existing companies forming part of the Pedersen brothers holdings.
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