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

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
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