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

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Managing Directors: Gerd Beckert Employees at the balance sheet date: 50 Net sales: EUR 19,633 thousand Capital stock: EUR 103 thousand Reserves: 0 Net accumulated loss: EUR (649) thousand Net income: EUR 1,528 thousand Book value of shares in Nordex AG as of December 31, 2000: Receivables from/liabilities to Nordex AG: services as well as expert opinions in the above-mentioned areas in Germany and abroad. EUR 14,851 thousand 0 Nordex Planungs- und Vertriebsgesellschaft mbH, Bad Essen As part of the Nordex Group, Nordex Planungs- und Vertriebsgesellschaft mbH, the general shareholders’ meeting of which has resolved to change the company name to NPV Planung & Vertrieb GmbH and which change was entered in the commercial register on March 19, 2001, plans wind farm projects and markets Nordex and Südwind turbines primarily in Germany, in other German-speaking countries and in Belgium. Interest: 100% (following acquisition of the interest held by Borsig Energy GmbH in fiscal year 2000/2001) Activity: The object of the company is to plan, operate and market environmentally-friendly energy production facilities. Managing Directors: Jörg Hempel and Dr. Thomas Tschiesche Employees at the balance sheet date: 20 Net sales: EUR 10,551 thousand Capital stock: EUR 52 thousand (the conversion to euro was entered in the commercial register on March 19, 2001). Reserves: 0 Net earnings: EUR 86 thousand Net income: EUR 5,138 thousand Book value of shares in Nordex AG as of December 31, 2000: Receivables from/liabilities to Nordex AG: 78 EUR 5,947 thousand 0
Executive Bodies of the Company, Employee and Management Share Scheme General Meetings The General Meetings of the Company are convened either at the Company’s headquarters or in a city of at least 100,000 inhabitants in the Federal Republic of Germany. General Meetings are convened by the Management Board. Notice of the agenda of a General Meeting must be published at least one month prior to the last day on which shareholders may deposit their shares. The day of publication and the last day for deposit shall not be counted towards this one-month period. If all of the shareholders are present, General Meetings can pass resolutions without having to observe the provisions in the Company’s Articles of Association concerning the location and convening of the meeting, provided that no shareholders object to the resolution. The right to attend and vote at General Meetings is accorded to those shareholders who deposit their shares with the Company, a German notary public, a securities clearing and deposit bank or with one of the other agents whose details are given in the notice of the meeting. The deposit of shares must be done by the end of the fifth working day before the date of the General Meeting and the shares must remain so deposited until the end of the general meeting. For this purpose Saturday is not considered a working day. The requirement to deposit the shares can also be satisfied if, with the approval of the depositary, another credit institution blocks the shares from the last day of deposit until the end of the general meeting. If the last day for deposit is a Saturday, Sunday or a public holiday then the last day for deposit shall fall on the following working day. In the event that the shares are deposited with a German notary public or a securities clearing and deposit bank, the deposit certificate to be issued by this agent must be submitted to the Company no later than the first working day (excluding Saturdays) after the last day on which shares can be deposited. Each share entitles the holder to one vote at the General Meeting. Unless otherwise stipulated by the Aktiengesetz, resolutions at general meetings are passed by a simple majority of the votes cast. To the extent that the Aktiengesetz also requires a majority of the share capital represented to pass resolutions, a simple majority of the capital represented is sufficient insofar as this is permitted by law. The General Meeting is chaired by the Chairman of the Supervisory Board or, in his absence, by another member of the Supervisory Board appointed by the Chairman. If neither the Chairman of the Supervisory Board nor the deputy appointed by him chair the meeting, the Supervisory Board elects a shareholder representative to chair the General Meeting. In the election process for the Chairman of the general meeting, if a simple majority is not reached in the first round of voting, a second round of voting is held between the two people who received the highest numbers of votes in the first round. A tie is decided by drawing lots. The Chairman has the discretion to change the order in which items on the agenda will be discussed from the order in which they appear in the published agenda for the meeting. The chairman also determines the type of voting procedure and the form in which it will take place. Management Board The Management Board is made up of at least two members. The Supervisory Board appoints the members of the Management Board and stipulates their number. The Supervisory Board may appoint replacement members of the Management Board, and may appoint one member of the Management Board to be the chairman of the Management Board. Resolutions of the Management Board are passed by a majority of votes cast. If a Chairman has been appointed, he or she will have the casting vote in the event of a tied vote. The Management Board will agree on the by-laws it will operate under to the extent that these have not been laid down by the Supervisory Board. The Company is legally represented by two members of the Management Board or by one member of the Supervisory Board together with an authorized signatory (Prokurist). The Supervisory Board may 79
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OFFERING MEMORANDUM Oberhausen, Ger
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Forward-looking Information This Of
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account of a QIB, whom the seller h
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Nordex AG Oberhausen, Germany Offer
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Table of Contents Notice to New Ham
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Financial Information. . . . . . .
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Summary of the Offering Memorandum
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Management Board of Nordex AG and t
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Selected Financial Data of the Nord
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Shareholders. In each case, the cos
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Code - will be held under a separat
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Capitalization The following table
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organizational structures to meet t
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condition, results of operations an
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Risks Inherent in the Market and Co
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In addition, there is a risk that p
Page 33 and 34: Shareholders’ Meeting of Nordex A
Page 35 and 36: Nordex AG believes that generating
Page 37 and 38: The US provides federal support for
Page 39 and 40: Business Introduction and Overview
Page 41 and 42: manufacturers, customers and suppli
Page 43 and 44: The following table illustrates the
Page 45 and 46: According to the provisional figure
Page 47 and 48: Vestas Wind Systems A/S and Bonus E
Page 49 and 50: Strategy Nordex’s overall strateg
Page 51 and 52: The following figure illustrates th
Page 53 and 54: due to their various sizes and nomi
Page 55 and 56: The maximum weekly production capac
Page 57 and 58: The Company’s marketing is mainly
Page 59 and 60: total value of its requirement for
Page 61 and 62: Intellectual Property Rights Patent
Page 63 and 64: Since it ceased being a member of t
Page 65 and 66: The following table provides an ove
Page 67 and 68: accept and pay for the rotor blades
Page 69 and 70: Before construction of the wind par
Page 71 and 72: Relationships with Principal Shareh
Page 73 and 74: Agreements with Associated Companie
Page 75 and 76: interests it held with a total nomi
Page 77 and 78: underwriting syndicate lead-managed
Page 79 and 80: Earnings per Share The following ta
Page 81 and 82: Auditor for the Subsidiaries The fi
Page 83: Capital stock: EUR 25 thousand Rese
Page 87 and 88: The Company has not granted any loa
Page 89 and 90: Automotive-Gruppe were, from 1993,
Page 91 and 92: two comprises the managing director
Page 93 and 94: Management’s Discussion and Analy
Page 95 and 96: Comparison of Fiscal Years 1999/200
Page 97 and 98: was due primarily to the Company in
Page 99 and 100: In total, the average pro forma inc
Page 101 and 102: EUR 3.40 million as of September 30
Page 103 and 104: with terms of between two and five
Page 105 and 106: Liquidity Cash flow from operations
Page 107 and 108: corporation income tax a special ta
Page 109 and 110: or a refund of the amount by which
Page 111 and 112: The above-mentioned tax liability c
Page 113 and 114: Financial information (Combined) Pr
Page 115 and 116: Assets (Combined) pro forma CONSOLI
Page 117 and 118: (Combined) pro forma CONSOLIDATED I
Page 119 and 120: (Combined) pro forma STATEMENTS OF
Page 121 and 122: were eliminated from net incomes an
Page 123 and 124: In the years under review, the cons
Page 125 and 126: Since Taifun AG will not commence w
Page 127 and 128: The calculation of imputed taxes, t
Page 129 and 130: (5.2) Inventories 9-30-2000 E13,903
Page 131 and 132: (5.6) Equity 9-30-2000 E16,013,985.
Page 133 and 134: (5.10) Deferred income 9-30-2000 E1
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(6.7) Amortization/depreciation 199
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A detailed breakdown of income taxe
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Primary segment report The Wind Ene
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F-29 (Combined) fixed-asset analysi
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F-31 (Combined) fixed-asset analysi
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alances (receivables, payables, inc
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MANAGEMENT REPORT FOR THE ABBREVIAT
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ANNUAL FINANCIAL STATEMENTS FOR THE
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Group affiliation TAIFUN AG as well
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Assets Pro forma CONSOLIDATED BALAN
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Pro forma CONSOLIDATED INCOME STATE
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Pro forma STATEMENT OF CHANGES IN E
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The restatements made to reconcile
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(3) Consolidation procedures Accord
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(5.2) Inventories 12-31-2000 E 38,0
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(5.7) Future payables under l/t con
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(6.5) Other operating expenses Firs
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Primary segment report The Wind Ene
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F-59 Combined fixed asset analysis
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INDEPENDENT AUDITOR’S CERTIFICATE
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Owing to the accounting system havi
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Research and development Certificat
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ANNUAL FINANCIAL STATEMENTS FOR THE
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ANNUAL ACCOUNTS FOR THE FISCAL YEAR
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(6) Liabilities Remaining term 1 ye
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Shareholdings Interest held Equity
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AUDITOR’S OPINION We audited the
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Recent Developments and Outlook Dur
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Glossary Alternative energy sources
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Medium voltage A type of voltage. T
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Stall-regulated wind turbine Stall-
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On the basis of the above Company R
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SUMMARY OF CERTAIN DIFFERENCES AMON
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the accrued interest of the present
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ecognise foreign currency gain or l
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UNDERWRITING AND SALE Dresdner Klei
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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