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

The paying agency function, which is centralized at Dresdner Bank, will also be transferred to the
underwriting banks. The exercise of preemption rights may also take place at the underwriting banks.
Termination and Dissolution of the Company
Other than in the event of insolvency, the Company may be liquidated by a resolution of the general
meeting passed by a majority of 75% of the represented share capital. The assets of the Company
remaining after liabilities have been discharged will be distributed among the shareholders
proportionately according to the number of shares held by each shareholder. The Company was
incorporated for an unlimited duration.
Formation Auditor and Auditor
The founders prepared a report on the Company’s formation and the members of the managing board
and the supervisory board audited the formation. In their formation audit report of August 25, 2000,
the members of the Management Board and the supervisory Board state:
‘‘According to our findings, the formation complies with statutory provisions. The disclosures of the
founder relating to the acquisition of shares and contributions to the share capital are accurate
and complete. The Articles of Association do not contain any stipulations relating to special
benefits for individual shareholders or to any compensation or remuneration for the formation or
its preparation. According to Article 27 of the Articles of Association, the Company assumed the
formation costs, which are estimated at EUR 1,000. There are no objections to the method adopted
in relation to the formation costs.’’
No external formation audit by a court-appointed formation auditor was conducted in accordance with
section 33 (2) of the Aktiengesetz as none of the conditions which require that an external formation
audit be carried out within the meaning of the Aktiengesetz be conducted applied.
BDO Deutsche Warentreuhand Aktiengesellschaft, Konrad-Adenauer-Ufer 79-81, 50668 Cologne,
audited the financial statements of Nordex AG (founded as ‘‘Taifun AG’’) according to the
Handelsgesetzbuch for the abbreviated fiscal year from August 25, 2000 to September 30, 2000 and
issued these with an unqualified audit report which can be found in the financial section of this
Offering Memorandum.
In addition, BDO Deutsche Warentreuhand Aktiengesellschaft, Konrad-Adenauer-Ufer 79-81, 50668
Cologne, audited Nordex AG’s (founded as ‘‘Taifun AG’’) IAS Pro Forma Consolidated Financial
Statements for the fiscal years ended September 30, 1998, 1999 and 2000 and issued an audit report in
respect thereof which can be found in the financial section of this Offering Memorandum. BDO
Deutsche Warentreuhand, Konrad-Adenauer-Ufer 79-81, 50668 Cologne, reviewed the IAS Pro Forma
Consolidated Interim Financial Statements prepared by the Company as of December 31, 2000. The
comparative figures as of December 31, 1999 included in these consolidated interim financial
statements were not reviewed.
The IAS Pro Forma Consolidated Financial Statements for the fiscal years ended September 30, 1998,
1999 and 2000, the IAS Pro Forma Consolidated Interim Financial Statements as of December 31, 2000,
the non-consolidated financial statements of Nordex AG produced in accordance with the provisions of
the Handelsgesetzbuch for the abbreviated fiscal year from August 25, 2000 to September 30, 2000
and non-consolidated financial statements of Nordex GmbH (now Nordex Energy GmbH) produced in
accordance with the provisions of the Handelsgesetzbuch for the fiscal year 1999/2000 are all included
in the financial section of this Offering Memorandum.
BDO Deutsche Warentreuhand Aktiengesellschaft, Konrad-Adenauer-Ufer 79-81, 50668 Cologne, was
appointed by the Ordinary General Meeting of the Company on February 21, 2001 as the auditor for
the fiscal year ending September 30, 2001.
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