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

interests it held with a total nominal value of DM 26,000 in Nordex Energy GmbH. As Nordex AG’s
capital increase in exchange for non-cash contributions exceeded 10% of the capital in place at the
time the resolution was passed and because this capital increase was implemented within two years of
the Company’s formation, it was subject to the post-formation acquisition provisions laid down by
section 52 of the Aktiengesetz (German Stock Corporations Act). The Supervisory Board accordingly
submitted its post-formation report on December 5, 2000. The Duisburg-based firm of auditors Fasselt
und Partner has been appointed by the local court of Oberhausen to audit the non-cash contribution
and post-formation acquisition. Fasselt und Partner submitted a report on the non-cash contribution
and post-formation acquisition dated December 8, 2000. The auditor’s report concluded with the
finding:
‘‘On completion of our audit in accordance with professional standards and in compliance with
sections 34 and 52 (4) of the Aktiengesetz (AktG – German Stock Companies Act), we certify that,
on the basis of the documents, books and written records, together with the declaration and
evidence provided to us, that the audit of the post-formation acquisition for Taifun AG did not give
rise to any reservations, and that the information contained in the post-formation acquisition
report by the Supervisory Board of Taifun AG is in line with statutory provisions. The value of the
non-cash contributions totaled the theoretical nominal value of EUR 34,000,000 of the bearer
shares to be granted.’’
In addition, the General Meeting on November 23, 2000 resolved authorized capital (see
‘‘Capitalization—Authorized Capital’’).
The Extraordinary General Meeting of Nordex AG on December 8, 2000 accepted the non-cash
contribution agreement as a post-formation acquisition contract.
The capital increase, the post-formation acquisition and the authorized capital were filed with the
commercial register on December 8, 2000 and were entered in the commercial register on December
14, 2000.
Additional Company-law Matters
On January 26, 2001, the Extraordinary General Meeting of Nordex AG resolved, among other matters,
to change the Company’s name from ‘‘Taifun AG’’ to ‘‘Nordex AG’’, to change the objects of the
Company and to amend the rest of the Company’s Articles of Association, in particular with regard to
the size of the Supervisory Board, the location of the General Meeting and the Management Board’s
powers of representation. The resolutions were filed with the commercial register and were registered
on February 12, 2001.
On February 1, 2001 Nordex AG concluded profit transfer agreements with its subsidiaries Nordex
Energy GmbH, Südwind Energy GmbH, Nordex Automation GmbH, Nordex Planungs- und
Vertriebsgesellschaft mbH and Nordex Rotor GmbH as well as control contracts with some of these
companies, which were approved by Borsig Energy GmbH and the companies’ shareholders’ meetings
on February 21, 2001 and by Nordex AG’s Ordinary General Meeting on February 21, 2001. In order to
avoid any uncertainty as to when agreements which had previously existed with Borsig Energy GmbH
had been terminated, Borsig Energy GmbH and Nordex AG agreed that they would each put the other
in the position that they would have been in, had the relevant agreements between Borsig Energy
GmbH and the subsidiaries of Nordex AG been terminated as of October 1, 2000 and had such
agreements been entered into, at the same time, between Nordex AG and its subsidiaries. As a result,
Borsig Energy GmbH waived its profit participation right and – insofar as direct-control contracts
applied – it also waived the exercise of its right of control. In return, Nordex AG made an undertaking
to reimburse Borsig Energy GmbH for any losses that may occur. The company agreements with
Südwind Energy GmbH and Nordex Automation GmbH were filed with the Commercial Register on
March 8, 2001. The company agreements between Südwind Energy GmbH and Nordex Automation
GmbH were declared at the commercial register on March 8, 2001 and entered in the commercial
register on March 26, 2001 and March 22, 2001 respectively. The Agreement with Nordex Planungsund
Vertriebsgesellschaft mbH will shortly be declared at the commercial register.
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