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

Earnings per Share
The following table shows the Nordex Group’s earnings per share for the last three fiscal years based
on the IAS Pro Forma Consolidated Financial Statements. In order to allow comparisons to be made
over the period, this table assumes an imputed number of 34,050,000.0 shares (i.e. the number of
shares prior to the capital increase for the Offering); however, the Company did not actually exist for
the entire period nor did it have any issued capital that would have corresponded to this number of
shares.
Fiscal year
1997/1998
Fiscal year
1998/1999
Fiscal year
1999/2000
Imputed number of shares 34,050,000 34,050,000 34,050,000
Net profit for the period in EUR 1,595,195.27 6,530,252.18 6,434,596.58
Imputed earnings per share in EUR 0.05 0.19 0.19
Dividends
No dividends were paid in respect of the short fiscal period in 2000 (August 25, 2000 to September 30,
2000). The Company has not paid any dividends in the past.
Application of Profits and Dividend Policy
The general meeting decides on the application of accumulated profits. In so doing, it is bound by the
adopted financial statements of Nordex AG, which must be prepared in line with the provisions of the
Handelsgesetzbuch (HGB – German Commercial Code). When approving the financial statements, the
Management Board and the Supervisory Board can also transfer more than half of the accumulated
profits to other retained earnings. The accumulated profits are distributed to the shareholders insofar
as this is resolved by the general meeting. As the shares of the Company are deposited exclusively in
clearing systems, dividends are paid out in accordance with the rules of the relevant clearing system. In
general, dividend payments are made to shareholders via their custodial bank’s clearing account.
In the event of a capital increase, the dividend rights for new shares may depart from those described
in section 60 of the Aktiengesetz.
Profit transfer agreements exist between Nordex AG and Nordex Energy GmbH, Nordex Planungs- und
Vertriebsgesellschaft mbH and Nordex Rotor GmbH, and direct-control agreements and profit transfer
agreements exist with Südwind Energy GmbH and Nordex Automation GmbH (see ‘‘—Additional
Company-law Matters’’).
The Company’s ability to pay dividends and the amount of the relevant dividends will depend on the
earnings generated in the relevant fiscal year and the dividends of the Company’s subsidiaries as well
as on the financial position of the Company and, in particular, its subsidiaries. Any future dividends will
therefore depend on the Company’s and its subsidiaries’ operating results as well as the liquidity
requirements of the Nordex Group; its tax-related and regulatory circumstances will also affect the
Company’s ability to pay dividends in the future. At present, the Company intends to retain the bulk of
its future profits.
Notices, Paying and Depositary Agents
In accordance with the Company’s Articles of Association, notices by the Company are published solely
in the Bundesanzeiger (German Federal Gazette). Notices relating to the shares must also be published
in at least one national journal of record approved by the Frankfurt Stock Exchange.
The depositary function will be transferred to the underwriting banks listed at the end of this Offering
Memorandum, to which shareholders may submit certificates from their custodial bank or Clearstream
Banking AG concerning the proper deposit of the shares in return for the issue of admission cards for
the General Meeting.
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