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

underwriting syndicate lead-managed by Dresdner Bank, to interested investors in the Federal Republic
of Germany as part of a public offering and in countries outside the Federal Republic of Germany as
part of a private placement at a placement price which had yet to be determined. The difference
between the issue price of EUR 1.00 and the placement price is to be transferred to the Company. The
increase in share capital will only be implemented to the extent that Dresdner Bank subscribes for all of
the New Shares subject to the conditions mentioned above on one occasion by May 31, 2001. The
resolution for the increase in share capital would have become invalid if such subscription had not
taken place by May 31, 2001. The Management Board is authorized, with the approval of the
Supervisory Board, to determine further details of the capital increase and its implementation. The
General Meeting waived the report of the Management Board on the reason for the exclusion of
preemption rights to be submitted to it. In addition, the Supervisory Board is authorized to amend
Article 4 (1) of the Articles of Association (Amount and split of share capital) with effect from the time
at which the implementation of the capital increase is registered so that it is in line with the
implemented capital increase. The capital increase in the amount of EUR 18,000,000, and the
corresponding amendment of § 4 of the Company’s Articles of Association, which is expected to be
entered in the commercial register on April 2, 2001.
Authorized Capital
The ordinary general meeting on February 21, 2001 resolved on the one hand to amend the existing
authorized capital totaling EUR 17,025,000 created by the extraordinary general meeting of the
Company on November 23, 2000, by making a corresponding amendment to Article 4 (2) of the Articles
of Association (authorized capital I) and, on the other hand, to create additional authorized capital
totaling EUR 9,000,000 by adding a new paragraph (4) to Article 4 of the Articles of Association
(authorized capital II).
According to the provisions relating to authorized capital I, the Management Board is authorized to
increase the Company’s ordinary share capital on one or several occasions by March 1, 2005, with the
approval of the Supervisory Board, by issuing new shares in exchange for cash or non-cash
contributions up to a maximum amount of EUR 17,025,000. The new shares carry profit participation
rights from the start of the fiscal year in which they are issued (authorized capital I). In addition, after
approval by the Supervisory Board, the Management Board is also authorized to decide on the
exclusion of the shareholders’ statutory preemption rights. Preemption rights may be excluded in the
case of capital increases in exchange for non-cash contributions, in particular for the purpose of
acquiring companies, parts of companies and equity interests, in the case of capital increases in
exchange for cash contributions for an amount of up to EUR 3,405,000 in order to issue the new shares
at an amount which is not materially below the quoted price (section 186 (3) of the Aktiengesetz), and
also in order to issue shares to employees of the Company and its associated companies. Insofar as the
Management Board does not utilize these powers to exclude preemption rights, the shareholders’
preemption rights can only be excluded for transactions involving fractional amounts. The
Management Board is also authorized, with the approval of the Supervisory Board, to have the new
shares underwritten by a credit institution or an underwriting syndicate with an undertaking that these
are offered to shareholders for subscription by way of an indirect subscription right. The Management
Board is authorized, with the approval of the Supervisory Board, to determine further details relating to
the capital increases relating to authorized capital I and their implementation.
According to the provisions relating to authorized capital II, the Management Board is authorized to
increase the Company’s ordinary share capital on one or several occasions until March 1, 2005, with
the approval of the Supervisory Board, by issuing new shares against cash or non-cash contributions
by a maximum of EUR 9,000,000. The new shares carry profit participation rights from the start of the
fiscal year in which they are issued (authorized capital II). In addition, after approval by the Supervisory
Board the Management Board is also authorized to decide on the exclusion of the shareholders’
statutory subscription rights. Subscription rights may be excluded in the case of capital increases
against non-cash contributions, in particular with the purpose of acquiring companies, parts of
companies and equity interests, in the case of capital increases against cash contributions for an
amount of up to EUR 1,800,000 in order to issue the new shares at an issuing amount which is not
substantially below the listed price (section 186 (3) of the Aktiengesetz), and also in order to issue
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