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

shares to employees of the Company and its associated companies. Insofar as the Management Board
does not utilize these powers to exclude subscription rights, the shareholders’ subscription rights can
only be excluded for fractions. 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 from authorized capital II and their
implementation.
The changes to the authorized capital I and the authorized capital II are scheduled to be entered in the
commercial register on April 2, 2001.
Conditional Capital
The ordinary general meeting of the Company passed a resolution on February 21, 2001 to create
conditional capital for the purposes of an employee share scheme as follows:
The share capital of the Company has been conditionally increased by EUR 3,400,000 by issuing up to
3,400,000 bearer shares. The conditional capital increase serves to safeguard shareholder’s preemption
rights which will be issued by the Company by March 31, 2005 as a result of the authorization of the
Management Board and Supervisory Board on February 21, 2001. Such Board approval is an express
condition for an issue of conditional capital. The conditional capital increase is only to be implemented
to the extent that the preemption rights are issued and exercised. The New Shares carry dividend rights
from the start of the fiscal year in which the preemption rights can be exercised (see ‘‘Executive Bodies
of the Company, Employee and Management Share Scheme’’).
The conditional capital increase was entered in the commercial register on March 22, 2001.
Shareholders
The following table shows the Company’s shareholder structure and the forecast breakdown of
ownership pre- and post-Offering taking into account the Over-allotment Option.
Share capital post-Offering Share capital post-Offering
(excluding Over-allotment (after Over-allotment Option
Share capital pre-Offering
Option)
has been fully exercised)
Shareholder Shares (approx.)% Shares (approx.)% Shares (approx.)%
Borsig Energy GmbH 27,407,500 80.49 16,771,195 32.22 13,012,501 25.00
Nordvest A/S 6,642,500 19.51 3,978,805 7.64 3,037,499 5.84
Total Selling Shareholders 34,050,000 100.00 20,750,000 39.87 16,050,000 30.84
Preferred allotment (Friends and Family)
max. 626,000 1.20 626,000 1.20
Free float 30,674,000 58.93 35,374,000 67.96
of which preferred subscription by
shareholders of Balcke-Dürr AG max. 2,760,000 5.30 2,760,000 5.30
Total 34,050,000 100.00 52,050,000 100.00 52,050,000 100.00
Free Float
If all of the shares offered are placed, approximately 69.16% of the share capital of Nordex AG will be
held by the general public (including the approximately 5.30% of shares acquired by the shareholders
of Balcke-Dürr AG under a preferred allotment and an additional amount of approximately 1.20% held
by shareholders who were offered Shares by way of a preferred allotment). If the Over-allotment
Option is not exercised, approximately 60.13% of Nordex AG’s share capital will be held by the general
public, including the approximately 5.30% of shares acquired by to the shareholders of Balcke-Dürr AG
by way of a preferred subscription and an additional amount of approximately 1.20% of shares held by
the shareholders who were offered Shares by way of a preferred allotment as part of the Friends and
Family program.
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