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

exempt individual Management Board members from the restrictions contained in section 181 BGB so
that such Management Board members are able to conduct legal transactions involving the Company
as a representative of a third party (multiple representation). The Company’s Management Board is
currently made up of the following members, all of whom can be reached via Nordex AG, Centroallee
265, 46049 Oberhausen, Germany:
Name Position
Dr. Dietmar J. Kestner Production, supply management, technology and service
Carsten Pedersen Sales
Rudolf H. Schulz Finance
Dr. Dietmar J. Kestner (age 44) is the current Chairman of the Company’s Management Board. After
studying engineering, Dr. Kestner took a doctorate in the field of energy and power station technology
at the University of Essen. He started his career with Vereinigte Kesselwerke AG as a project engineer
and subsequently worked for Riley Stoker Corp. in the US, where he was employed as Product Manager
and Director International Sales and Marketing then for StandardKessel GmbH, where he held the
position of Head of Sales. He then went on to work for Babcock-Omnical Industrie Kessel GmbH where
he was the spokesman for the Management Board and, in 1997, he moved to Turbo-Lufttechnik GmbH
where he was the Chairman of the Management Board. In 2000 he became Chairman of the
Management Board of Borsig Energy GmbH. Dr. Kestner has been a member of Nordex AG’s
Management Board since the Company’s formation on August 25, 2000. He became the Chairman of
the Management Board on January 22, 2001.
Carsten Pedersen (age 37) is a member of Nordex AG’s Management Board and is responsible for
sales. After completing his education at the Herning Technical School in Herning, Denmark, Mr.
Pedersen began his professional career with Brande Beholder og Kedel Fabrik in Give, Denmark. Mr.
Pedersen commenced his studies at the Herning Business College in 1984. Carsten Pedersen became a
managing partner of Nordex Energy GmbH in 1987 and has been a member of Nordex AG’s
Management Board since December 21, 2000.
Rudolf H. Schulz (age 33) is a member of Nordex AG’s Management Board and is responsible for
finance. He studied at the Universities of Kaiserslautern, Germany and Glasgow, Scotland from 1988 to
1994, and graduated with a degree in management and engineering. In 1995, he started his
professional career with Babcock Borsig AG and, in 1996, moved to DB Management Consulting AG to
become a project manager, returning to Babcock Borsig AG in 1997 as assistant to the Chairman of the
Management Board. He became Managing Director of Balcke Dürr Energietechnik GmbH in February
1999 and simultaneously became Executive Vice President of BDT Engineering Corp., United States, a
position he held until December 2000. He became a member of Nordex AG’s Management Board on
December 21, 2000.
In addition to their duties as members of the Management Board, Dietmar Kestner and Carsten
Pedersen are also managing directors of Nordex Energy GmbH.
None of the members of the Management Board conducts any significant activities outside the Nordex
Group that are of importance to the Company. Mr. Pedersen is a member of the Supervisory Board of
the listed company Gentech A/S in Copenhagen.
The members of the Company’s Management Board did not receive any remuneration for their duties
in the short fiscal period which ran from August 25 to September 30, 2000. In the current fiscal year
2000/2001, the total remuneration for the members of the Management Board is expected to total
approximately EUR 950,000. As part of the Offering, the members of the Management Board were
offered preferential subscription rights for shares in the Company at their issue price up to a total
value of EUR 10,000. Only Dr. Kestner took up this opportunity and subscribed for shares in the amount
of E10,000 – i.e. 1,110 shares. In addition, as part of the Offering, the members of the Management
Board will be granted subscription rights to shares in the Company. The members of the Company’s
Management Board received approximately 166,667 stock options pursuant to the Option Terms and
Conditions 2001 (see ‘‘—Employee and Management Share Scheme’’).
80