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

In addition to the approval of the company agreements with Nordex AG’s direct subsidiaries, the
Company’s Ordinary General Meeting on February 21, 2001 passed a resolution to discharge the
Management Board and Supervisory Board for the short period ending September 30, 2000, elected six
new members of the Supervisory Board (see ‘‘Executive Bodies of the Company, Employee and
Management Share Scheme—Supervisory Board’’), appointed BDO Deutsche Warentreuhand
Aktiengesellschaft to audit the Company’s financial statements for the fiscal year to September 30,
2001 and resolved to increase the share capital by up to EUR 18,000,000 with regard to the Offering, as
well as to create authorized capital and contingent capital for employee share option schemes (see
‘‘Capitalization’’ and ‘‘Executive Bodies of the Company, Employee and Management Share Scheme—
Employee and Management Share Scheme’’). In addition, this general meeting resolved to relocate the
Company’s registered office to Rostock (see ‘‘General Information on the Company—Company Name,
Registered Office, Fiscal Year and Duration of the Company’’) and to amend Article 17 of the Articles of
Association (Remuneration of the Supervisory Board).
Company Name, Registered Office, Fiscal Year and Duration
of the Company
The Company bears the name Nordex AG.
The Company has its registered office in Oberhausen, where the Company was founded. The Company
intends to relocate its registered office to Rostock, where the principal production site of the Nordex
Group is located, after the Offering. The Company’s ordinary general meeting passed a resolution to
this effect on February 21, 2001, which will only be entered in the commercial register after the capital
increase of up to EUR 18,000,000, which was resolved on February 21, 2001, has been entered in the
commercial register, in line with the instructions issued to the Management Board by the general
meeting. The relocation is scheduled to be entered in the commercial register in April 2001.
The fiscal year of the Company commences on October 1 each year, and ends on September 30 of the
following year. In 2000, the Company had a short fiscal period from August 25, 2000 to September 30,
2000.
The Company was incorporated for an unlimited duration.
Objects of the Company
According to the Company’s Articles of Association, its objects are to manage, run, acquire and dispose
of companies in Germany and abroad that focus on the areas of industrial production, sales and
services, in particular in the field of ‘‘alternative energy’’. The Company may also conduct its own
activities in these business areas. The Company may establish branches in Germany and abroad and
acquire stakes in German and foreign companies. It may also carry out all activities that are conducive
to promoting the Company’s business purpose. In addition, the Company is authorized to spin-off its
operations either fully or in part to associated companies or to transfer these operations to associated
companies.
Capital
Prior to the implementation of the capital increase in connection with the Offering, the Company’s
share capital totaled EUR 34,050,000 and was composed of 34,050,000 bearer shares with a calculated
nominal value of EUR 1.00 each. The form of the share certificates and the profit participation
certificates and renewal coupons is determined by the Management Board in agreement with the
Supervisory Board. Claims by shareholders for individual or other certification are excluded.
The Ordinary General Meeting resolved on February 21, 2001 to increase the share capital against cash
contributions by up to EUR 18,000,000 from EUR 34,050,000 to up to EUR 52,050,000 in order to
create new shares, by issuing up to 18,000,000 New Shares each with a nominal value of EUR 1.00 in
the ordinary share capital. The New Shares carry profit participation rights from October 1, 2000. The
shareholders’ preemption rights have been excluded. Dresdner Bank is to underwrite and acquire the
shares at their issue price of EUR 1.00 per share, subject to an undertaking to offer the shares, via an
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